PROSPECTUS SUPPLEMENT

(To Prospectus dated August 13, 2007)

$1,356,326,100

(Approximate)

CWABS, Inc.

Depositor

Sponsor and Seller

Countrywide Home Loans Servicing LP

Master Servicer

CWABS Asset-Backed Certificates Trust 2007-12

Issuing Entity

Asset-Backed Certificates, Series 2007-12

Distributions payable monthly beginning September 25, 2007

The issuing entity will issue certificates, including the following classes of certificates that are offered pursuant to this prospectus supplement and the accompanying prospectus:

Class	Original Certificate Principal Balance (1)		Class		Original Certificate Principal Balance (1)		Class		Original Certificate Principal Balance (1)		Class		Original Certificate Principal Balance (1)
1-A-1	$	501,417,000		2-A-4	$	73,467,000		1-M-3	$	22,089,000		M-7	$	10,950,000
1-A-2	$	55,713,000		1-M-1	$	12,410,000		2-M-3	$	42,880,000		M-8	$	13,140,000
2-A-1	$	247,938,000		2-M-1	$	24,090,000		M-4	$	18,250,000		M-9	$	7,300,000
2-A-2	$	84,376,000		1-M-2	$	8,191,000		M-5	$	21,170,000		A-R	$	100
2-A-3	$	171,497,000		2-M-2	$	15,899,000		M-6	$	25,549,000

  Consider carefully the risk factors beginning on page S-16 in this prospectus supplement and on page 2 in the prospectus.   The certificates represent obligations of the issuing entity only and do not represent an interest in or obligation of CWABS, Inc., Countrywide Home Loans, Inc. or any of their affiliates.   This prospectus supplement may be used to offer and sell the offered certificates only if accompanied by the prospectus. (1)This amount is subject to a permitted variance in the aggregate of plus or minus 10%.   The classes of certificates offered by this prospectus supplement, together with their interest rates and the methods of calculating them, are listed in the tables under “Summary — Description of the Certificates” on pages S-3 and S-4 of this prospectus supplement. This prospectus supplement and the accompanying prospectus relate only to the offering of the certificates listed above and not to the other classes of certificates that will be issued by the issuing entity.   The certificates represent interests in a pool of fixed rate and adjustable rate mortgage loans that are secured by first liens on one- to four-family residential properties, as described in this prospectus supplement. All of the mortgage loans were made to borrowers with blemished credit histories.   Credit enhancement for the certificates consists of:   ·Overcollateralization,   ·Excess Interest and   ·Subordination.   The credit enhancement for each class of certificates varies. Not all credit enhancement is available for every class. The credit enhancement for the certificates is described in more detail in this prospectus supplement.   Each class of senior and subordinate certificates (other than the Class A-R Certificates) also will have the benefit of an interest rate swap contract.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.

Countrywide Securities Corporation will offer the classes of Class A Certificates listed above to the public at varying prices to be determined at the time of sale. The Class A Certificates will be purchased by Countrywide Securities Corporation on or about August 13, 2007. The Class M and Class A-R Certificates will not be purchased by Countrywide Securities Corporation and are being transferred to Countrywide Home Loans, Inc. as partial consideration for the sale of the mortgage loans. The proceeds to the depositor from the sale of the offered certificates are expected to be approximately $1,131,571,980 plus accrued interest, before deducting expenses. See “Method of Distribution” in this prospectus supplement.

Countrywide Securities Corporation

August 13, 2007

Table of Contents

Prospectus Supplement	Page
Summary		S-1
Summary of Transaction Parties		S-15
Risk Factors		S-16
The Mortgage Pool		S-29
General		S-29
Assignment of the Mortgage Loans		S-33
The Originators		S-36
Underwriting Standards		S-36
Servicing of the Mortgage Loans		S-42
General		S-42
Countrywide Home Loans Servicing LP		S-42
Countrywide Home Loans		S-43
Loan Servicing		S-44
Collection Procedures		S-45
Servicing Compensation and Payment of Expenses		S-45
Adjustment to Master Servicing Fee in Connection With Certain Prepaid Mortgage Loans		S-46
Advances		S-46
Certain Modifications and Refinancings		S-47
The Issuing Entity		S-47
Static Pool Data		S-48
Description of the Certificates		S-48
General		S-48
Book-Entry Certificates; Denominations		S-49
Glossary of Terms		S-50
Deposits to the Certificate Account		S-60
Withdrawals from the Certificate Account		S-61
Deposits to the Distribution Account		S-62
Withdrawals from the Distribution Account		S-62
Investments of Amounts Held in Accounts		S-63
The Swap Account		S-63
Fees and Expenses		S-64
Distributions		S-67
Overcollateralization Provisions		S-71
The Swap Contract		S-73
The Swap Counterparty		S-79
Calculation of One-Month LIBOR		S-79
Carryover Reserve Fund		S-80
Credit Comeback Excess Account		S-80
Final Maturity Reserve Fund		S-81
Applied Realized Loss Amounts		S-83
Reports to Certificateholders		S-84
Amendment		S-85
Voting Rights		S-86
Optional Purchase of Defaulted Loans		S-86
Events of Default; Remedies		S-86
Optional Termination		S-87
Certain Matters Regarding the Master Servicer, the Depositor, the Sellers and the NIM Insurer		S-89
The Trustee		S-89
Restrictions on Transfer of the Class A-R Certificates		S-90
Ownership of the Residual Certificates		S-90
Restrictions on Investment, Suitability Requirements		S-91
Rights of the NIM Insurer Under the Pooling and Servicing Agreement		S-91
Yield, Prepayment and Maturity Considerations		S-91
General		S-91
Prepayments and Yields for the Offered Certificates		S-92
Last Scheduled Distribution Date		S-93
Prepayment Model		S-94
Decrement Tables; Weighted Average Lives		S-95
Legal Proceedings		S-117
Affiliations, Relationships and Related Transactions		S-117
Material Federal Income Tax Consequences		S-117
Taxation of the REMIC Regular Interest Components of the Regular Certificates		S-118
Taxation of the Net Rate Carryover Components of the Regular Certificates		S-118
Dispositions of Regular Certificates		S-120
Tax Treatment For Certain Purposes		S-120
Residual Certificates		S-120
Other Taxes		S-122
ERISA Considerations		S-122
Method of Distribution		S-124
Use of Proceeds		S-125
Legal Matters		S-125
Ratings		S-125
Index of Defined Terms		S-126
Annex A—The Mortgage Pool		A-1
Annex I—Global Clearance, Settlement and Tax Documentation Procedures		I-1

i

Prospectus	Page
Important Notice About Information in This Prospectus and Each Accompanying Prospectus Supplement	1
Risk Factors	2
The Trust Fund	14
Use of Proceeds	27
The Depositor	27
Loan Program	27
Static Pool Data	30
Description of the Securities	31
Credit Enhancement	46
Yield, Maturity and Prepayment
Considerations	50
The Agreements	54
Certain Legal Aspects of the Loans	73
Material Federal Income Tax Consequences	86
Other Tax Considerations	107
ERISA Considerations	107
Legal Investment	111
Method of Distribution	112
Legal Matters	113
Financial Information	113
Rating	113
Index of Defined Terms	115

ii

SUMMARY

This summary highlights selected information from this document and does not contain all of the information that you need to consider when making your investment decision. To understand all of the terms of an offering of the certificates, read this entire document and the accompanying prospectus carefully.

While this summary contains an overview of certain calculations, cash flow priorities and other information to aid your understanding, you should read carefully the full description of these calculations, cash flow priorities and other information in this prospectus supplement and the accompanying prospectus before making any investment decision.

Issuing Entity

CWABS Asset-Backed Certificates Trust 2007-12, a common law trust formed under the laws of the State of New York.

See “The Issuing Entity” in this prospectus supplement.

Depositor

CWABS, Inc., a Delaware corporation and a limited purpose finance subsidiary of Countrywide Financial Corporation, a Delaware corporation.

See “The Depositor” in the prospectus.

Sponsor and Sellers

Countrywide Home Loans, Inc. will be the sponsor of the transaction and a seller of a portion of the mortgage loans. Other sellers may include one or more special purpose entities established by Countrywide Financial Corporation or one of its subsidiaries, which acquired the mortgage loans they are selling directly from Countrywide Home Loans, Inc.

See “Servicing of the Mortgage Loans — Countrywide Home Loans” in this prospectus supplement.

Originators

Countrywide Home Loans, Inc. and Wilmington Finance Inc. originated approximately 70.37% and 13.71%, respectively, of the mortgage loans by aggregate stated principal balance as of the cut-off date. The remaining mortgage loans were originated by various other originators, each of which, individually, originated less than 10% of the mortgage loans by aggregate stated principal balance as of the cut-off date.

See “The Mortgage Pool — The Originators” in this prospectus supplement.

Master Servicer

Countrywide Home Loans Servicing LP.

See “Servicing of the Mortgage Loans — Countrywide Home Loans Servicing LP” in this prospectus supplement.

Trustee

The Bank of New York, a New York banking corporation.

See “Description of the Certificates — The Trustee” in this prospectus supplement.

The NIM Insurer

After the closing date, our affiliate expects to establish a separate trust to issue net interest margin securities secured by all or a portion of the Class P and Class C Certificates. Those net interest margin securities may have the benefit of one or more financial guaranty insurance policies that guarantee payments on those securities. The insurer or insurers issuing these financial guaranty insurance policies are referred to in this prospectus supplement collectively as the “NIM Insurer”. The references to the NIM Insurer in this prospectus supplement apply only if the net interest margin securities are so insured.

Any NIM Insurer will have a number of rights under the pooling and servicing agreement that will limit and otherwise affect the rights of the holders of the offered certificates. Any insurance policy issued by a NIM Insurer will not cover, and will not benefit in any manner whatsoever, the offered certificates.

See “Risk Factors—Rights of the NIM Insurer Limit Your Control and NIM Insurer Actions May Negatively Affect You” in this prospectus supplement.

Pooling and Servicing Agreement

The pooling and servicing agreement among the sellers, the master servicer, the depositor and the trustee, under which the issuing entity will be formed.

S-1

Cut-off Date

For any mortgage loan, the later of August 1, 2007 and the origination date of that mortgage loan.

Closing Date

On or about August 13, 2007.

Interest Shortfall Payments

With respect to the first distribution date, Countrywide Home Loans, Inc. will deposit one month’s interest at the adjusted mortgage rate for each such mortgage loan that does not have a monthly payment date in the related due period.

The Mortgage Loans

The mortgage pool will consist of fixed rate and adjustable rate credit-blemished mortgage loans that are secured by first liens on one- to four-family residential properties. The mortgage loans will be divided into two separate groups. Each group of mortgage loans is referred to as a “loan group”. Loan group 1 will consist of first lien conforming balance fixed rate and adjustable rate mortgage loans. Loan group 2 will consist of first lien fixed rate and adjustable rate mortgage loans, which may or may not have conforming balances.

The information with respect to the mortgage pool is, unless otherwise specified, based on the scheduled principal balances as of the cut-off date. The aggregate stated principal balance of the mortgage pool as of the cut-off date is referred to as the cut-off date pool principal balance. As of the cut-off date, the cut-off date pool principal balance was approximately $1,459,985,056.

Unless otherwise noted, all statistical percentages are measured by the cut-off date pool principal balance.

As of the cut-off date, the group 1 mortgage loans had the following characteristics:

Aggregate Current Principal Balance	$	718,124,787
Weighted Average Mortgage Rate		8.628	%
Range of Mortgage Rates		5.375% to 16.950	%
Average Current Principal Balance	$	180,706
Range of Current Principal Balances	$	20,000 to $626,059
Weighted Average Original Loan-to-Value Ratio		77.06	%
Weighted Average Original Term to Maturity		387 months
Weighted Average Remaining Term to Stated Maturity		385 months
Weighted Average Credit Bureau Risk Score		599 points
Weighted Average Gross Margin*		6.154	%
Weighted Average Maximum Mortgage Rate*		15.305	%
Weighted Average Minimum Mortgage Rate*		8.508	%
Percentage Originated under Full Doc Program		71.11	%
Geographic Concentrations in excess of 10%:
California		16.27	%
Florida		11.22	%

* Percentage presented only reflects those group 1 mortgage loans that are adjustable rate mortgage loans.

As of the cut-off date, the group 2 mortgage loans had the following characteristics:

Aggregate Current Principal Balance	$	741,860,270
Weighted Average Mortgage Rate		8.762	%
Range of Mortgage Rates		5.620% to 17.600	%
Average Current Principal Balance	$	219,941
Range of Current Principal Balances	$	14,456 to $999,139
Weighted Average Original Loan-to-Value Ratio		79.81	%
Weighted Average Original Term to Maturity		389 months
Weighted Average Remaining Term to Stated Maturity		388 months
Weighted Average Credit Bureau Risk Score		612 points
Weighted Average Gross Margin*		6.486	%
Weighted Average Maximum Mortgage Rate*		15.699	%
Weighted Average Minimum Mortgage Rate*		8.857	%
Percentage Originated under Full Doc Program		68.17	%
Geographic Concentrations in excess of 10%:
California		27.48	%
Florida		12.86	%

* Percentage presented only reflects those group 2 mortgage loans that are adjustable rate mortgage loans.

Additional information regarding the mortgage loans in the mortgage pool is attached as Annex A to this prospectus supplement.

S-2

Description of the Certificates

The issuing entity will issue the following classes of certificates:

Class	Original Certificate Principal Balance (1)		Type		Last Scheduled Distribution Date (2)		Initial Rating (Moody’s) (3)		Initial Rating (S&P) (3)
Offered Certificates
1-A-1	$	501,417,000		Super Senior/Adjustable Rate		June 25, 2037		Aaa		AAA
1-A-2	$	55,713,000		Senior Support/Adjustable Rate		June 25, 2037		Aaa		AAA
2-A-1	$	247,938,000		Senior/Adjustable Rate		May 25, 2029		Aaa		AAA
2-A-2	$	84,376,000		Senior/Adjustable Rate		February 25, 2031		Aaa		AAA
2-A-3	$	171,497,000		Senior/Adjustable Rate		September 25, 2035		Aaa		AAA
2-A-4	$	73,467,000		Senior/Adjustable Rate		May 25, 2037		Aaa		AAA
1-M-1	$	12,410,000		Subordinate/Adjustable Rate		September 25, 2037		Aa1		AA+
2-M-1	$	24,090,000		Subordinate/Adjustable Rate		September 25, 2037		Aa1		AA+
1-M-2	$	8,191,000		Subordinate/Adjustable Rate		October 25, 2037		Aa1		AA
2-M-2	$	15,899,000		Subordinate/Adjustable Rate		October 25, 2037		Aa1		AA
1-M-3	$	22,089,000		Subordinate/Adjustable Rate		November 25, 2037		Aa2		AA-
2-M-3	$	42,880,000		Subordinate/Adjustable Rate		November 25, 2037		Aa2		AA-
M-4	$	18,250,000		Subordinate/Adjustable Rate		December 25, 2037		Aa3		A+
M-5	$	21,170,000		Subordinate/Adjustable Rate		December 25, 2037		A1		A
M-6	$	25,549,000		Subordinate/Adjustable Rate		January 25, 2038		A2		A-
M-7	$	10,950,000		Subordinate/Adjustable Rate		January 25, 2038		A3		BBB+
M-8	$	13,140,000		Subordinate/Adjustable Rate		February 25, 2038		Baa1		BBB
M-9	$	7,300,000		Subordinate/Adjustable Rate		February 25, 2038		Baa2		BBB-
A-R	$	100		Senior/REMIC Residual		September 25, 2007		Aaa		AAA
Non-Offered Certificates (4)
P	$	100		Prepayment Charges		N/A		N/R		N/R
C		N/A		Excess Cashflow		N/A		N/R		N/R

(1) This amount is subject to a permitted variance in the aggregate of plus or minus 10% depending on the amount of mortgage loans actually delivered on the closing date.

(2) Each date was determined as described under “Yield, Prepayment and Maturity Considerations” in this prospectus supplement.

(3) The offered certificates will not be offered unless they are assigned the indicated ratings by Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”). “N/R” indicates that the rating agency was not asked to rate the class of certificates. A rating is not a recommendation to buy, sell or hold securities. These ratings may be lowered or withdrawn at any time by either of the rating agencies. See “Ratings” in this prospectus supplement.

(4) The Class P and Class C Certificates are not offered by this prospectus supplement. Any information contained in this prospectus supplement with respect to the Class P and Class C Certificates is provided only to permit a better understanding of the offered certificates.

S-3

The certificates will also have the following characteristics:

Class	Related Loan Group		Pass-Through Rate On or Before Optional Termination Date			Pass-Through Rate After Optional Termination Date			Accrual Period			Interest Accrual Convention
Offered Certificates
1-A-1		1		LIBOR + 0.740% (1	)		LIBOR + 1.480% (1	)		(2	)		Actual/360 (3	)
1-A-2		1		LIBOR + 0.840% (1	)		LIBOR + 1.680% (1	)		(2	)		Actual/360 (3	)
2-A-1		2		LIBOR + 0.350% (1	)		LIBOR + 0.700% (1	)		(2	)		Actual/360 (3	)
2-A-2		2		LIBOR + 0.500% (1	)		LIBOR + 1.000% (1	)		(2	)		Actual/360 (3	)
2-A-3		2		LIBOR + 0.800% (1	)		LIBOR + 1.600% (1	)		(2	)		Actual/360 (3	)
2-A-4		2		LIBOR + 1.350% (1	)		LIBOR + 2.700% (1	)		(2	)		Actual/360 (3	)
1-M-1		1		LIBOR + 0.970% (1	)		LIBOR + 1.455% (1	)		(2	)		Actual/360 (3	)
2-M-1		2		LIBOR + 0.970% (1	)		LIBOR + 1.455% (1	)		(2	)		Actual/360 (3	)
1-M-2		1		LIBOR + 1.150% (1	)		LIBOR + 1.725% (1	)		(2	)		Actual/360 (3	)
2-M-2		2		LIBOR + 1.150% (1	)		LIBOR + 1.725% (1	)		(2	)		Actual/360 (3	)
1-M-3		1		LIBOR + 1.360% (1	)		LIBOR + 2.040% (1	)		(2	)		Actual/360 (3	)
2-M-3		2		LIBOR + 1.360% (1	)		LIBOR + 2.040% (1	)		(2	)		Actual/360 (3	)
M-4		1 and 2		LIBOR + 1.620% (1	)		LIBOR + 2.430% (1	)		(2	)		Actual/360 (3	)
M-5		1 and 2		LIBOR + 1.950% (1	)		LIBOR + 2.925% (1	)		(2	)		Actual/360 (3	)
M-6		1 and 2		LIBOR + 2.600% (1	)		LIBOR + 3.900% (1	)		(2	)		Actual/360 (3	)
M-7		1 and 2		LIBOR + 2.600% (1	)		LIBOR + 3.900% (1	)		(2	)		Actual/360 (3	)
M-8		1 and 2		LIBOR + 2.600% (1	)		LIBOR + 3.900% (1	)		(2	)		Actual/360 (3	)
M-9		1 and 2		LIBOR + 2.600% (1	)		LIBOR + 3.900% (1	)		(2	)		Actual/360 (3	)
A-R		1 and 2		(4	)		(4	)		N/A			N/A
Non-Offered Certificates
P		1 and 2		N/A			N/A			N/A			N/A
C		1 and 2		N/A			N/A			N/A			N/A

(1) The pass-through rate for this class of certificates may adjust monthly, will be subject to increase after the optional termination date as shown in this table and will be subject to an interest rate cap, in each case as described in this prospectus supplement under “Description of the Certificates — Distributions — Distributions of Interest”. LIBOR refers to One-Month LIBOR for the related accrual period calculated as described in this prospectus supplement under “Description of the Certificates — Calculation of One-Month LIBOR”. 

(2) The accrual period for any distribution date will be the period from and including the preceding distribution date (or from and including the closing date, in the case of the first distribution date) to and including the day prior to the current distribution date. These certificates will settle without accrued interest.

(3) Interest accrues at the rate specified in this table based on a 360-day year and the actual number of days elapsed during the related accrual period.

(4) The Class A-R Certificates will not accrue any interest.

See “Description of the Certificates” in this prospectus supplement.

S-4

Designations

Designation	Class of Certificates
Class A Certificates:	Class 1-A and Class 2-A Certificates.
Class 1-A Certificates:	Class 1-A-1 and Class 1-A-2 Certificates.
Class 2-A Certificates:	Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates.
Senior Certificates:	Class A and Class A-R Certificates.
Class M Certificates or Subordinate Certificates:	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 Certificates:	Class 1-M-1 and Class 2-M-1 Certificates.
Class M-2 Certificates:	Class 1-M-2 and Class 2-M-2 Certificates.
Class M-3 Certificates:	Class 1-M-3 and Class 2-M-3 Certificates.
Adjustable Rate Certificates or Swap Certificates:	Class A Certificates and Subordinate Certificates.
Group 1 Certificates:	Class 1-A, Class 1-M-1, Class 1-M-2 and Class 1-M-3 Certificates.
Group 2 Certificates:	Class 2-A, Class 2-M-1, Class 2-M-2 and Class 2-M-3 Certificates.
Offered Certificates:	Class 1-A-1, Class 1-A-2, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 1-M-1, Class 2-M-1, Class 1-M-2, Class 2-M-2, Class 1-M-3, Class 2-M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class A-R Certificates.

Record Date

Adjustable Rate Certificates:

The business day immediately preceding a distribution date, or if the adjustable rate certificates are no longer book-entry certificates, the last business day of the month preceding the month of a distribution date.

Class A-R Certificates:

The last business day of the month preceding the month of a distribution date.

Denominations

$20,000 and multiples of $1 in excess thereof, except that the Class A-R Certificates will be issued as two certificates in the denominations specified in the pooling and servicing agreement.

Registration of Certificates

Offered Certificates other than the Class A-R Certificates:

Book-entry form. Persons acquiring beneficial ownership interests in the offered certificates (other than the Class A-R Certificates) will hold their beneficial interests through The Depository Trust Company, in the United States, or Clearstream, Luxembourg or the Euroclear System, in Europe.

Class A-R Certificates:

Fully registered certificated form. The Class A-R Certificates will be subject to certain restrictions on transfer described in this prospectus supplement and as more fully provided for in the pooling and servicing agreement.

See “Description of the Certificates — Book-Entry Certificates” and “ — Restrictions on Transfer of the Class A-R Certificates” in this prospectus supplement.

Distribution Dates

Beginning on September 25, 2007, and thereafter on the 25th day of each calendar month, or if the 25th is not a business day, the next business day.

Interest Payments

On each distribution date, holders of each class of interest-bearing certificates will be entitled to receive:

· the interest that has accrued during the related accrual period at the related pass-through rate on the certificate principal balance immediately prior to the applicable distribution date, and

· any interest due on a prior distribution date that was not paid.

The accrual period, interest accrual convention and pass-through rate (or calculation method) for each class of interest-bearing certificates is shown in the table on page S-4.

For each class of subordinate certificates, any interest carry forward amount (which is interest due on a

S-5

prior distribution date that was not paid on a prior distribution date) will be payable from excess cashflow and from amounts in the swap trust, in each case as and to the extent described in this prospectus supplement.

There are certain circumstances that could reduce the amount of interest paid to you.

See “Description of the Certificates — Distributions — Distributions of Interest” in this prospectus supplement.

Principal Payments

On each distribution date, certificateholders will receive a distribution of principal on their certificates only if there is cash available on that date for the payment of principal. The priority of payments will differ, as described in this prospectus supplement, depending upon whether a distribution date occurs before the stepdown date, or on or after that date, and will depend on the loss and delinquency performance of the mortgage loans.

See “Description of the Certificates — Distributions — Distributions of Principal” in this prospectus supplement.

Amounts Available for Distributions on the Certificates

Amounts Available with respect to Interest Distributions

The amount available for interest distributions on the certificates on any distribution date will be calculated on a loan group by loan group basis and will generally consist of the following amounts with respect to the mortgage loans in a loan group (after the fees and expenses as described below are subtracted):

· scheduled payments of interest on the mortgage loans collected during the applicable period (other than any credit comeback excess amounts);

· interest on prepayments to the extent not allocable to the master servicer as additional servicing compensation;

· interest amounts advanced by the master servicer and any required compensating interest paid by the master servicer related to certain prepayments on certain mortgage loans;

· liquidation proceeds on the mortgage loans during the applicable period (to the extent allocable to interest); and

· the seller interest shortfall payments, if any, paid by Countrywide Home Loans, Inc.

Amounts Available with respect to Principal Distributions

The amount available for principal distributions on the certificates on any distribution date will be calculated on a loan group by loan group basis and will generally consist of the following amounts with respect to the mortgage loans in a loan group (after fees and expenses as described below are subtracted):

· scheduled payments of principal of the mortgage loans collected during the applicable period or advanced by the master servicer;

· prepayments collected in the applicable period;

· the stated principal balance of any mortgage loan repurchased by a seller or purchased by the master servicer;

· the excess, if any, of the stated principal balance of a deleted mortgage loan over the stated principal balance of the related substitute mortgage loan;

· liquidation proceeds on the mortgage loans during the applicable period (to the extent allocable to principal); and

· excess interest (to the extent available) to maintain or restore the targeted overcollateralization level as described under “Description of the Certificates — Overcollateralization Provisions” in this prospectus supplement.

Fees and Expenses

The amounts available for distributions on the certificates on any distribution date generally will not include the following amounts calculated on a loan group by loan group basis:

· the master servicing fee and additional servicing compensation (as described in this prospectus supplement under “Description of the Certificates — Withdrawals from the Certificate Account” and “—Withdrawals from the Distribution Account”) due to the master servicer;

· the pro rata portion of the trustee fee due to the trustee;

S-6

· amounts reimbursed to the master servicer and the trustee in respect of advances previously made by them and other amounts for which the master servicer or the trustee are entitled to be reimbursed;

· all prepayment charges (which are distributable only to the Class P Certificates);

· all other amounts for which the depositor, a seller, the master servicer or any NIM Insurer is entitled to be reimbursed; and

· the pro rata portion of any net swap payments or any termination payment payable to the swap counterparty (other than a swap termination payment resulting from a swap counterparty trigger event).

These amounts will reduce the amount available for distribution to the certificateholders.

Final Maturity Reserve Fund

On each distribution date beginning on the distribution date in September 2017 and ending on the distribution date in August 2037, if the aggregate stated principal balance of the mortgage loans having an original term to maturity of 40 years as of the first day of the related due period is greater than the 40-year target for such distribution date, a portion of the interest funds for loan group 1 and loan group 2 in an aggregate amount equal to the lesser of (a) one-twelfth of the product of (i) 0.80% and (ii) the aggregate stated principal balance of the mortgage loans with original terms to maturity of 40 years, and (b) the excess of (i) the final maturity funding cap for such distribution date over (ii) the amount on deposit in the final maturity reserve fund immediately prior to such distribution date will be deposited in the final maturity reserve fund until the amount on deposit in the final maturity reserve fund is equal to the final maturity funding cap. On the distribution date in August 2037, any amounts on deposit in the final maturity reserve fund will be distributed to the certificates as principal as described in this prospectus supplement. Upon termination of the issuing entity, any amounts remaining in the final maturity reserve fund will be distributed to the Class C Certificates.

See “Yield, Prepayment and Maturity Considerations —Last Scheduled Distribution Date” and “Description of the Certificates—Final Maturity Reserve Fund” in this prospectus supplement.

Servicing Compensation

Master Servicing Fee:

The master servicer will be paid a monthly fee (referred to as the master servicing fee) with respect to each mortgage loan equal to one-twelfth of the stated principal balance of that mortgage loan multiplied by 0.50% per annum, which is referred to as the servicing fee rate.

Additional Servicing Compensation:

The master servicer is also entitled to receive additional servicing compensation from amounts in respect of interest paid on certain principal prepayments, late payment fees, assumption fees and other similar charges (excluding prepayment charges) and investment income earned on amounts on deposit in certain of the issuing entity’s accounts.

Source and Priority of Payments:

These amounts will be paid to the master servicer from collections on the mortgage loans prior to any distributions on the certificates.

See “Servicing of the Mortgage Loans — Servicing Compensation and Payment of Expenses,” “Description of the Certificates — Withdrawals from the Certificate Account” and “ — Withdrawals from the Distribution Account” in this prospectus supplement.

Priority of Payments; Distributions of Interest

In general, on any distribution date, the loan group 1 and loan group 2 interest funds will be distributed in the following order:

· from the interest funds from loan group 1 and loan group 2, pro rata based on the interest funds for each loan group, to the final maturity reserve fund, the final maturity reserve deposit,

· from the interest funds from loan group 1 and loan group 2, pro rata based on the interest funds for each loan group, to the swap account, the amount of any net swap payment and any swap termination payment (other than a swap termination payment due to a swap counterparty trigger event) payable to the swap counterparty;

· from loan group 1 interest funds, concurrently, to each class of Class 1-A Certificates, current interest and interest carry forward amount, pro rata based on their respective entitlements;

· from loan group 2 interest funds, concurrently, to each class of Class 2-A Certificates, current

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interest and interest carry forward amount, pro rata based on their respective entitlements;

· from remaining loan group 1 and loan group 2 interest funds, to each class of Class A Certificates, any remaining unpaid current interest and any interest carry forward amount, allocated pro rata based on the certificate principal balance of each class of Class A Certificates, with any remaining amounts allocated based on any remaining unpaid current interest and interest carry forward amount for each class of Class A Certificates;

· concurrently, from any remaining loan group 1 interest funds, to the Class 1-M-1 Certificates, and from any remaining loan group 2 interest funds, to the Class 2-M-1 Certificates, current interest for each such class; provided that if the remaining loan group 1 and loan group 2 interest funds are insufficient to distribute all current interest to the Class 1-M-1 and Class 2-M-1 Certificates, then such remaining loan group 1 and loan group 2 interest funds will be allocated between the Class 1-M-1 and Class 2-M-1 Certificates on the basis of the respective group distribution percentages for that distribution date;

· concurrently, from any remaining loan group 1 interest funds, to the Class 1-M-2 Certificates, and from any remaining loan group 2 interest funds, to the Class 2-M-2 Certificates, current interest for each such class; provided that if the remaining loan group 1 and loan group 2 interest funds are insufficient to distribute all current interest to the Class 1-M-2 and Class 2-M-2 Certificates, then such remaining loan group 1 and loan group 2 interest funds will be allocated between the Class 1-M-2 and Class 2-M-2 Certificates on the basis of the respective group distribution percentages for that distribution date;

· concurrently, from any remaining loan group 1 interest funds, to the Class 1-M-3 Certificates, and from any remaining loan group 2 interest funds, to the Class 2-M-3 Certificates, current interest for each such class; provided that if the remaining loan group 1 and loan group 2 interest funds are insufficient to distribute all current interest to the Class 1-M-3 and Class 2-M-3 Certificates, then such remaining loan group 1 and loan group 2 interest funds will be allocated between the Class 1-M-3 and Class 2-M-3 Certificates on the basis of the respective group distribution percentages for that distribution date;

· from any remaining loan group 1 and loan group 2 interest funds, sequentially, to the Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, current interest for each class; and

· from any remaining loan group 1 and loan group 2 interest funds, as part of the excess cashflow.

Priority of Payments; Distributions of Principal

General

The manner of distributing principal among the classes of certificates will differ, as described in this prospectus supplement, depending upon whether a distribution date occurs before the stepdown date, or on or after that date, and depending on whether a trigger event is in effect.

Effect of the Stepdown Date or a Trigger Event

Prior to the stepdown date or if a trigger event is in effect on or after the stepdown date, all amounts distributable as principal on a distribution date will be allocated first to the senior certificates, until the senior certificates are paid in full, before any distributions of principal are made on the subordinate certificates.

On any distribution date on or after the stepdown date and so long as no trigger event is in effect, instead of allocating all amounts distributable as principal on the certificates to the senior classes of certificates until those senior classes are paid in full, each class of certificates will be entitled to principal distributions based on the targeted level of overcollateralization and subordination for each class of certificates. These amounts are described in more detail under “Description of the Certificates — Distributions — Distributions of Principal” in this prospectus supplement.

Trigger Events:

A “trigger event” will be in effect when losses and/or delinquencies on the mortgage loans exceed certain specified levels.

The Stepdown Date:

The stepdown date will be the earlier of:

· the distribution date following the distribution date on which the aggregate certificate principal balance of the Class A Certificates is reduced to zero; and

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· the later of:

· the September 2010 distribution date; and

· the first distribution date on which the aggregate certificate principal balance of the Class A Certificates (after calculating anticipated distributions on the distribution date) is less than or equal to 55.40% of the aggregate stated principal balance of the mortgage loans for the distribution date.

On any distribution date prior to the stepdown date or on which a trigger event is in effect, the principal distribution amount from both loan groups will be distributed in the following order:

· concurrently,

(1) from the loan group 1 principal distribution amount, in the following order:

(i) concurrently, to the classes of Class 1-A Certificates, pro rata, until their certificate principal balances are reduced to zero; and

(ii) to the classes of Class 2-A Certificates (after the distribution of the principal distribution amount from loan group 2 as described in clause (2)(i) of this bullet point), to be allocated among such classes of Class 2-A Certificates in the order described below, until their certificate principal balances are reduced to zero; and

(2) from the loan group 2 principal distribution amount, in the following order:

(i)to the classes of Class 2-A Certificates in the order described below, until their certificate principal balances are reduced to zero; and

(ii) concurrently, to the classes of Class 1-A Certificates (after the distribution of the principal distribution amount from loan group 1 as described in clause (1)(i) of this bullet point), pro rata, until their certificate principal balances are reduced to zero; and

· from the remaining principal distribution amount from both loan groups, sequentially,

(1) concurrently, to the Class 1-M-1 and Class 2-M-1 Certificates, pro rata on the basis of the respective group distribution percentages for that distribution date, until their certificate principal balances are reduced to zero;

(2) concurrently, to the Class 1-M-2 and Class 2-M-2 Certificates, pro rata on the basis of the respective group distribution percentages for that distribution date, until their certificate principal balances are reduced to zero;

(3) concurrently, to the Class 1-M-3 and Class 2-M-3 Certificates, pro rata on the basis of the respective group distribution percentages for that distribution date, until their certificate principal balances are reduced to zero;

(4) sequentially, to the Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case until their certificate principal balance is reduced to zero; and

(5) as part of the excess cashflow.

On any distribution date on or after the stepdown date and so long as no trigger event is in effect, the principal distribution amount for both loan groups will be distributed in the following order:

· concurrently,

(1) from the loan group 1 principal distribution amount, in an amount up to the Class 1-A principal distribution amount, in the following order:

(i)concurrently, to the classes of Class 1-A Certificates, pro rata, until their certificate principal balances are reduced to zero; and

(ii) to the classes of Class 2-A Certificates (after the distribution of the principal distribution amount from loan group 2 as described in clause (2)(i) of this bullet point), in the order described below, until their certificate principal balances are reduced to zero; and

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(2) from the loan group 2 principal distribution amount, in an amount up to the Class 2-A principal distribution amount, in the following order:

(i)to the classes of Class 2-A Certificates, in the order described below, until their certificate principal balances are reduced to zero; and

(ii) concurrently, to the classes of Class 1-A Certificates (after the distribution of the principal distribution amount from loan group 1 as described in clause (1)(i) of this bullet point), pro rata, until their certificate principal balances are reduced to zero; and

· from the remaining principal distribution amount from both loan groups, sequentially,

(1) concurrently, to the Class 1-M-1 and Class 2-M-1 Certificates, pro rata on the basis of the respective group distribution percentages for that distribution date, the subordinate class principal distribution amount for the Class M-1 Certificates, until their certificate principal balances are reduced to zero;

(2) concurrently, to the Class 1-M-2 and Class 2-M-2 Certificates, pro rata on the basis of the respective group distribution percentages for that distribution date, the subordinate class principal distribution amount for the Class M-2 Certificates, until their certificate principal balances are reduced to zero;

(3) concurrently, to the Class 1-M-3 and Class 2-M-3 Certificates, pro rata on the basis of the respective group distribution percentages for that distribution date, the subordinate class principal distribution amount for the Class M-3 Certificates, until their certificate principal balances are reduced to zero;

(4) sequentially, to the Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, the subordinate class principal distribution amount for that class, in each case until their certificate principal balance is reduced to zero; and

(5) as part of the excess cashflow.

Class 2-A Certificates:

For each distribution date, amounts to be distributed to the Class 2-A Certificates in respect of principal will be distributed, sequentially, to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until their respective certificate principal balances are reduced to zero.

Excess Cashflow

Excess cashflow generally refers to the remaining amounts (if any) available for distribution to the certificates after interest and principal distributions have been made.

On any distribution date, the excess cashflow (if any) and, in the case of the first two bullet points below and in the case of the payment of unpaid realized loss amounts pursuant to the third bullet point below, credit comeback excess cashflow (if any), will be distributed in the following order, in each case, first to the extent of the remaining credit comeback excess cashflow and, second to the extent of the remaining excess cashflow:

· to each class of Class A and subordinate certificates, in the same priority as described above with respect to payments of principal, the amounts necessary to maintain or restore overcollateralization to the target overcollateralization level;

· concurrently, to each class of Class A Certificates, any unpaid realized loss amount for each such class, pro rata based on their respective entitlements;

· sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case, first, to pay any interest carry forward amount for such class or classes, as applicable, and second, to pay any unpaid realized loss amount for such class or classes, as applicable; provided, however, that any interest carry forward amount and unpaid realized loss amount distributed to the classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal priority with each other (for example, the Class 1-M-1 and Class 2-M-1 Certificates), will be made concurrently, on a pro rata basis based on (i) in the case of any interest carry forward amount, each such class’s respective interest carry forward amount, and (ii) in the case of any unpaid realized loss amount, each such class’s respective unpaid realized loss amount;

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· to each class of Class A and subordinate certificates, pro rata, first based on their certificate principal balances and second based on their remaining unpaid net rate carryover, to the extent needed to pay any unpaid net rate carryover;

· to the carryover reserve fund, the required carryover reserve fund deposit;

· if and for so long as the final maturity OC trigger is in effect, sequentially, in the following order: (1) to the classes of Class A Certificates, pro rata, based on the Class 1-A principal distribution amount (in the case of clause (x)) and the Class 2-A principal distribution amount (in the case of clause (y)), concurrently (x) concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates, pro rata, until their certificate principal balances are reduced to zero, and (y) sequentially, to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until their respective certificate principal balances are reduced to zero; provided, however, that any amounts remaining after such allocation based on the Class 1-A principal distribution amount and the Class 2-A principal distribution amount will be distributed to the outstanding classes of Class 1-A Certificates or the outstanding classes of Class 2-A Certificates, as the case may be, pursuant to clause (x) or clause (y), as applicable; and (2) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case until their certificate principal balance is reduced to zero; provided, however, that any principal distributions to the classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal priority with each other (for example, the Class 1-M-1 and Class 2-M-1 Certificates) will be made concurrently, on a pro rata basis based on the respective group distribution percentages for that distribution date;

· to the swap account, the amount of any swap termination payment payable to the swap counterparty as a result of a swap counterparty trigger event; and

· to the Class C and Class A-R Certificates, as specified in the pooling and servicing agreement.

See “Description of the Certificates — Overcollateralization Provisions” in this prospectus supplement.

Credit Enhancement

Credit enhancement provides limited protection to holders of certain certificates against shortfalls in payments received on the mortgage loans. This transaction employs the following forms of credit enhancement:

Overcollateralization

“Overcollateralization” refers to the amount by which the aggregate stated principal balance of the mortgage loans exceeds the aggregate certificate principal balance of the certificates.

On the closing date, it is expected that the aggregate stated principal balance of the mortgage loans will exceed the initial aggregate certificate principal balance of the interest-bearing certificates by approximately $103,659,056.

The initial amount of overcollateralization is equal to the initial level of overcollateralization required by the pooling and servicing agreement. If the amount of overcollateralization is reduced, excess interest on the mortgage loans will be used to reduce the total certificate principal balance of the certificates, until the required level of overcollateralization has been restored.

On any distribution date, the amount of overcollateralization (if any) will be available to absorb the losses from liquidated mortgage loans, if those losses are not otherwise covered by excess cashflow (if any) from the mortgage loans. The required level of overcollateralization may change over time.

See “Description of the Certificates—Overcollateralization Provisions” in this prospectus supplement.

Excess Interest

The mortgage loans are expected to generate more interest than is needed to pay interest on the certificates because the weighted average interest rate of the mortgage loans is expected to be higher than the sum of the weighted average pass-through rate on the certificates plus the weighted average expense fee rate and the effective rate at which any net swap payments may be payable to the swap counterparty. The “expense fee rate” is the sum of the servicing fee rate, the trustee fee rate and, with respect to any mortgage loan covered by a lender paid mortgage insurance policy, the related mortgage insurance premium rate. Any such interest is referred to as

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“excess interest” and will be distributed as part of the excess cashflow as described under “—Excess Cashflow” above.

See “Description of the Certificates—Overcollateralization Provisions” in this prospectus supplement.

Subordination

The issuance of senior certificates and subordinate certificates by the issuing entity is designed to increase the likelihood that senior certificateholders will receive regular payments of interest and principal.

The senior certificates will have a distribution priority over the subordinate certificates. With respect to the subordinate certificates, the Class M Certificates with a lower numerical designation will have a distribution priority over the Class M Certificates with a higher numerical designation. The Class 1-M-1 and Class 2-M-1 Certificates will be of equal priority with each other, the Class 1-M-2 and Class 2-M-2 Certificates will be of equal priority with each other and the Class 1-M-3 and Class 2-M-3 Certificates will be of equal priority with each other.

Subordination is designed to provide the holders of certificates having a higher distribution priority with protection against losses realized when the remaining unpaid principal balance of a mortgage loan exceeds the proceeds recovered upon the liquidation of that mortgage loan. In general, this loss protection is accomplished by allocating realized losses among the subordinate certificates, beginning with the subordinate certificates with the lowest distribution priority, before realized losses on the mortgage loans in a loan group are allocated to the classes of certificates related to that loan group with higher priorities of distribution.

Allocation of Losses

After the credit enhancement provided by excess cashflow and overcollateralization (if any) has been exhausted, collections otherwise payable to the related subordinate classes will comprise the sole source of funds from which credit enhancement is provided to the senior certificates. Realized losses are allocated to the subordinate certificates in reverse order of their distribution priority, beginning with the Class M-9 Certificates, until the certificate principal balances of the subordinate classes have been reduced to zero. Any realized losses that are allocated to the classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal priority with each other (for example, the Class 1-M-3 and Class 2-M-3 Certificates) will be allocated concurrently on a pro rata basis based on the realized losses from the respective loan groups for the related due period. If the aggregate certificate principal balance of the subordinate certificates were to be reduced to zero, additional realized losses of a particular loan group will be allocated to the related senior certificates as described in this prospectus supplement under “Description of the Certificates—Applied Realized Loss Amounts”.

The Swap Contract

Countrywide Home Loans, Inc. has entered into an interest rate swap contract, which will be assigned to The Bank of New York, in its capacity as swap contract administrator, on the closing date. On each distribution date on or prior to the swap contract termination date, the swap contract administrator will be obligated to pay to the swap counterparty an amount equal to the product of (i) 5.16% per annum, (ii) the lesser of (a) the swap contract notional balance for that distribution date and (b) the aggregate certificate principal balance of the swap certificates immediately prior to that distribution date and (iii) the number of days in the related calculation period (calculated on the basis of a 360-day year of twelve 30-day months), divided by 360. In addition, on the business day preceding each distribution date on or prior to the swap contract termination date, the swap counterparty will be obligated to pay to the swap contract administrator an amount equal to the product of (i) one-month LIBOR (as determined by the swap counterparty), (ii) the lesser of (a) the swap contract notional balance for that distribution date and (b) the aggregate certificate principal balance of the swap certificates immediately prior to that distribution date, and (iii) the actual number of days in the related calculation period, divided by 360.

To the extent that the payment payable by the swap contract administrator exceeds the payment payable by the swap counterparty, the trustee will be required to deduct from the available funds for loan group 1 and loan group 2 the amount of that excess and, in its capacity as trustee of the swap trust, to remit the amount of that excess to the swap contract administrator for payment to the swap counterparty. To the extent that the payment payable by the swap counterparty exceeds the payment payable by the swap contract administrator, the swap counterparty will be required to pay to the swap contract administrator the amount of that excess. Any net swap payment received by the swap contract administrator from the swap counterparty will be remitted to the swap trust only to the extent necessary

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to cover unpaid current interest, net rate carryover and unpaid realized loss amounts on the swap certificates and to maintain or restore overcollateralization. The remaining portion of any net swap payment received by the swap contract administrator from the swap counterparty will be paid to Countrywide Home Loans, Inc. and will not be available to cover any amounts on any class of certificates.

See “Description of the Certificates — The Swap Contract” in this prospectus supplement.

Advances

The master servicer will make cash advances with respect to delinquent payments of principal and interest on the mortgage loans to the extent that the master servicer reasonably believes that the cash advances can be repaid from future payments on the related mortgage loans. These cash advances are only intended to maintain a regular flow of scheduled interest and principal payments on the certificates and are not intended to guarantee or insure against losses.

See “Servicing of the Mortgage Loans — Advances” in this prospectus supplement.

Repurchase, Substitution and Purchase of Mortgage Loans

The sellers may be required to repurchase, or substitute a replacement mortgage loan for, any mortgage loan as to which there exists deficient documentation or as to which there has been an uncured breach of any representation or warranty relating to the characteristics of the mortgage loans that materially and adversely affects the interests of the certificateholders in that mortgage loan.

Additionally, the master servicer may purchase, or may be directed by a third party to purchase, from the issuing entity any mortgage loan that is delinquent in payment by 150 days or more according to the OTS Method.

If a borrower requests a reduction to the mortgage rate for the related mortgage loan, the master servicer is required to agree to that reduction if (i) Countrywide Home Loans, Inc., in its corporate capacity, agrees to purchase that mortgage loan from the issuing entity and (ii) the stated principal balance of that mortgage loan, when taken together with the aggregate of the stated principal balances of all other mortgage loans in the same loan group that have been so modified since the closing date at the time of those modifications, does not exceed an amount equal to 5% of the aggregate initial certificate principal balance of the related certificates. Countrywide Home Loans, Inc. will be obligated to purchase that mortgage loan upon modification of the mortgage rate by the master servicer. See “Servicing of the Mortgage Loans - Certain Modifications and Refinancings” in this prospectus supplement.

The purchase price for any mortgage loans repurchased or purchased by a seller or the master servicer will be generally equal to the stated principal balance of the mortgage loan plus interest accrued at the applicable mortgage rate (and in the case of purchases by the master servicer, less the servicing fee rate).

See “The Mortgage Pool — Assignment of the Mortgage Loans” and “Description of the Certificates — Optional Purchase of Defaulted Loans”in this prospectus supplement and “Loan Program — Representations by Sellers; Repurchases” in the prospectus.

Optional Termination

The holder of the largest percentage interest in the Class C Certificates (the “directing holder”) will have the right to instruct the trustee to conduct an auction of all of the remaining assets of the issuing entity on any distribution date on or after the first distribution date on which the aggregate stated principal balance of the mortgage loans and any related real estate owned by the issuing entity is less than or equal to 10% of the aggregate stated principal balance of the mortgage loans as of the cut-off date. If the first auction is unsuccessful, the auction process may be repeated periodically at the direction of the directing holder until a successful auction is conducted. In addition, if the first auction is unsuccessful, or if the directing holder does not request an auction, then the master servicer will have the option to purchase all of the remaining assets of the issuing entity. Any successful auction of all of the remaining assets of the issuing entity or any purchase of those assets by the master servicer will result in the early retirement of the certificates. The NIM Insurer may also have the right to purchase all of the remaining assets in the issuing entity.

See “Description of the Certificates — Optional Termination” in this prospectus supplement.

Material Federal Income Tax Consequences

For federal income tax purposes, the issuing entity (exclusive of the credit comeback excess account and the assets held in the carryover reserve fund) will consist of two or more REMICs: one or more

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underlying REMICs and the master REMIC. The assets of the lowest underlying REMIC in this tiered structure will consist of the mortgage loans and any other assets designated in the pooling and servicing agreement. The offered certificates (other than the Class A-R Certificates) will represent beneficial ownership of “regular interests” in the master REMIC identified in the pooling and servicing agreement, a beneficial interest in the right to receive payments of net rate carryover pursuant to the pooling and servicing agreement and the deemed obligation to make termination payments on the swap contract.

The Class A-R Certificates will represent ownership of both the residual interest in the master REMIC and the residual interest in each underlying REMIC.

The reserve fund trust, the final maturity reserve fund, the swap trust, the swap contract and the swap account will not constitute any part of any REMIC created under the pooling and servicing agreement.

See “Material Federal Income Tax Consequences” in this prospectus supplement and in the prospectus.

Legal Investment Considerations

The Class A, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates will be “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984 so long as they are rated in one of the two highest rating categories by at least one rating agency. None of the other classes of will be “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984.

See “Legal Investment” in the prospectus.

ERISA Considerations

The Class A Certificates may be purchased by a pension or other benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or by an entity investing the assets of such a benefit plan, so long as certain conditions are met. Investors acquiring Class A Certificates with assets of such a plan also will be required to satisfy the requirements of an investor-based class exemption. Until they have been underwritten or placed by an underwriter meeting certain requirements, the Class M Certificates may not be purchased by such a plan or by an entity investing the assets of such a plan. The Class A-R Certificates may not be purchased by such a plan or by an entity investing the assets of such a plan.

See “ERISA Considerations” in this prospectus supplement and in the prospectus.

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SUMMARY OF TRANSACTION PARTIES

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RISK FACTORS

The following information, which you should carefully consider, identifies certain significant sources of risk associated with an investment in the certificates. You should also carefully consider the information set forth under “Risk Factors” in the prospectus.

The Certificates are Backed by Mortgage Loans That Will Experience Higher Rates of Delinquency and Loss than Mortgage Loans Underwritten to More Traditional Standards
	The mortgage loans in the mortgage pool were originated pursuant to underwriting guidelines that are more flexible than the standards generally used by banks for borrowers with non-blemished credit histories with regard to the borrower’s credit standing and repayment ability. Borrowers who qualify generally have impaired credit histories, which may include a record of major derogatory credit items such as outstanding judgments or prior bankruptcies. On a case by case basis, an originator may determine that, based upon compensating factors, a prospective borrower not strictly qualifying under its applicable underwriting risk category guidelines warrants an underwriting exception. It is expected that a significant number of the mortgage loans will have been originated based on underwriting exceptions of these types. As a result of the originators’ underwriting standards, including the origination of mortgage loans based on underwriting exceptions, the mortgage loans in the mortgage pool are likely to experience rates of delinquency, foreclosure and bankruptcy that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in a more traditional manner.
High or Increasing Loan-to-Value Ratio May Impact Mortgage Loan Loss and Delinquency Rates More than Loans Originated Under More Traditional Standards
	The underwriting guidelines pursuant to which the mortgage loans were originated do not prohibit a borrower from obtaining, at the time of origination of the first lien mortgage loan, additional financing which is subordinate to that first lien mortgage loan. This subordinate financing is not reflected in the loan-to-value ratios set forth in Annex A to this prospectus supplement and may not be reflected in the combined loan-to-value ratios set forth therein. High loan-to-value ratios may make it more difficult for a borrower to make payments under the related mortgage loans. Additionally, values of mortgaged properties may decrease from the time that the mortgage loan is originated, resulting in a higher loan-to-value ratio. A decrease in the value of the mortgaged property may limit the borrower’s ability to refinance the mortgage loan which in turn, may lead to a default on the mortgage loan. In either case, the high loan-to-value ratios may have a greater effect on the delinquency, foreclosure, bankruptcy and loss experience of the mortgage loans in the mortgage pool than on mortgage loans originated in a more traditional manner. We cannot assure you that the values of the related mortgaged properties have remained or will remain at the levels in effect on the dates of origination of the related mortgage loans.

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Subordinate Certificates have a Greater Risk of Loss because of the Subordination Features; Credit Enhancement May Not Be Sufficient to Protect Senior Certificates from Losses

When certain classes of certificates provide credit enhancement for other classes of certificates this is sometimes referred to as “subordination”. The subordination feature is intended to enhance the likelihood that senior certificateholders will receive regular payments of interest and principal. For purposes of this prospectus supplement, “related subordinate classes” means: ·      with respect to allocating realized losses to the Class 1-A-1 Certificates, the Class 1-A-2 Certificates, ·      with respect to the Class A Certificates, the subordinate certificates, and ·      with respect to each class of certificates having an “M” designation, each other class of certificates having an “M” designation and a higher numerical designation than the class, if any. With respect to the third bullet of the preceding sentence, the “numerical designation” for any class of Class M Certificates means the number following the letter “M” in its designation. For example, the “numerical designation” for the Class 1-M-2 Certificates is 2. Credit enhancement in the form of subordination will be provided for the certificates, by: ·       using collections on the mortgage loans otherwise payable to the holders of the subordinate classes to pay amounts due on the more senior classes; and ·allocating realized losses to the subordinate certificates in reverse order of their distribution priority, beginning with the Class M-9 Certificates, until the certificate principal balances of the subordinate classes have been reduced to zero. Any realized losses that are allocated to the classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal priority with each other (for example, the Class 1-M-3 and Class 2-M-3 Certificates) will be allocated concurrently on a pro rata basis based on the realized losses from the respective loan groups for the related due period. If the credit enhancement provided by excess cashflow and overcollateralization (if any) are exhausted, collections on the mortgage loans in a loan group otherwise payable to the subordinate classes will comprise the sole source of funds from which credit enhancement is provided to the senior certificates related to that loan group. In addition, if the aggregate certificate principal balance of the subordinate certificates were to be reduced to zero, additional realized losses of a particular loan group will be allocated to the related senior certificates as described in this prospectus supplement under “Description of the

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	Certificates—Applied Realized Loss Amounts”.
	You should fully consider the risks of investing in a subordinate certificate, including the risk that you may not fully recover your initial investment as a result of realized losses. In addition, investors in a class of senior certificates should consider the risk that, after the credit enhancement provided by excess cashflow and overcollateralization (if any) has been exhausted, the subordination of the subordinate certificates may not be sufficient to protect that class of senior certificates from losses. See “Description of the Certificates” in this prospectus supplement.
Overcollateralization and Excess Interest May Not Be Sufficient to Protect Certificates from Losses on the Mortgage Loans
	The amount by which the aggregate stated principal balance of the mortgage loans exceeds the aggregate certificate principal balance of the certificates is called “overcollateralization”. The mortgage loans are expected to generate more interest than is needed to pay interest on the certificates and to make any net swap payment payable to the swap counterparty because the weighted average interest rate on those mortgage loans is expected to be higher than the weighted average pass-through rate on these certificates plus the expense fee rate and the effective rate at which any net swap payments may be payable to the swap counterparty. This “excess interest” will be used to make additional principal payments on the certificates to the extent described in this prospectus supplement. Overcollateralization is intended to provide limited protection to certificateholders by absorbing losses from liquidated mortgage loans. However, we cannot assure you that enough excess interest will be generated on the mortgage loans to maintain or restore the required level of overcollateralization. The excess interest available on any distribution date will be affected by the actual amount of interest collected or advanced in respect of the mortgage loans during the preceding month. The amount of interest collected or advanced will be influenced by changes in the weighted average of the mortgage rates resulting from prepayments and liquidations of the mortgage loans as well as from adjustments of the mortgage rates on the adjustable rate mortgage loans. Because the amount of excess interest available may vary and because the pass-through rates on the adjustable rate certificates may increase, it may be necessary to apply all or a portion of the available interest to cover the interest requirements. As a result, available excess interest may be reduced. Furthermore, a disproportionately high rate of prepayments of high interest rate mortgage loans would have a negative effect on future excess interest.
Difference Between Mortgage Rates and Adjustable Certificate Pass-Through Rates May Reduce Excess Interest
	The pass-through rates on the adjustable rate certificates may adjust monthly and are based on one-month LIBOR. The mortgage rates on the mortgage loans either will be fixed or will adjust semi-annually based on six-month LIBOR, which is referred to as the mortgage index, but in most cases only after a specified period of years following origination. That specified period of years may be one, two, three, five, seven or ten years.

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	Because the mortgage index may respond to various economic and market factors different than those affecting one-month LIBOR, there is not necessarily a correlation in movement between the interest rates on those mortgage loans and the pass-through rates of the adjustable rate certificates. For example, it is possible that the interest rates on certain of the adjustable rate mortgage loans may decline while the pass-through rates on the adjustable rate certificates are stable or rising. In addition, although it is possible that both the mortgage rates and adjustable rate certificate pass-through rates may decline or increase during the same period, mortgage rates may decline or increase more slowly than those certificate pass-through rates because of the difference between interest rate adjustment periods and pass-through rate adjustment periods. An increase in the interest rates on certain of the adjustable mortgage loans while the pass-through rates on the adjustable rate certificates are stable or rising, could result in less amounts being available as excess interest.
Net Rate Cap Puts a Limit on the Pass-Through Rates of the Certificates
	The absence of a correlation between movement in the mortgage rates and the adjustable rate certificate pass-through rates may reduce the interest payable on the adjustable rate certificates because of the imposition of a pass-through rate cap called the “net rate cap”. In addition, prepayments of mortgage loans in a loan group with relatively higher mortgage rates may reduce the applicable net rate cap and consequently limit the pass-through rate for one or more related classes of interest-bearing certificates. We intend that the amount by which a certificateholder’s interest payment has been reduced by operation of the applicable net rate cap be paid from remaining excess cashflow (if any) as described in this prospectus supplement. Furthermore, on each distribution date on or prior to the swap contract termination date, the swap certificates will be entitled to receive the amount of the reduction in interest resulting from the operation of the applicable net rate cap from any net swap payment allocated to the swap trust to the extent that net swap payment is available for this purpose in the order described in this prospectus supplement. However, we cannot assure you that these funds will be available, or sufficient, to make any payments with respect to these reductions. The ratings assigned to the adjustable rate certificates do not cover the likelihood of the payment of net rate carryover. Each deposit into the final maturity reserve fund will reduce the net rate cap for each class of interest-bearing certificates.
Considerations Regarding the Swap Contract
	Any amounts received by the swap contract administrator from the swap counterparty under the swap contract and allocated to the swap trust will be applied as described in this prospectus supplement to pay unpaid interest and net rate carryover, maintain or restore overcollateralization and pay unpaid realized loss amounts, in each case with respect to the swap certificates. However, no amounts will be payable by the swap counterparty unless the floating payment owed by the swap counterparty on a distribution date exceeds the fixed payment owed to the swap counterparty with respect to that distribution date. This will not occur except in periods when one-month LIBOR (as determined pursuant to the swap contract) exceeds 5.16%. We cannot assure you that any amounts will be received under the swap contract, or that any amounts that are received will be sufficient to maintain or restore required

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overcollateralization or to cover unpaid interest, net rate carryover and losses on the mortgage loans. Any net swap payment payable to the swap counterparty under the terms of the swap contract will reduce amounts available for distribution to certificateholders, and may limit the pass-through rates of the swap certificates. In addition, payments due under the swap contract will be based on the lesser of a scheduled notional amount that will decline over time and the aggregate certificate principal balance of the swap certificates. If the rate of prepayments on the mortgage loans is slower than anticipated, the schedule on which payments due under the swap contract are calculated may be less than the aggregate certificate principal balance of the swap certificates, thereby decreasing the relative amount of any net swap payment payable by the swap counterparty and allocated to the swap trust to cover the amounts described above. Furthermore, if one-month LIBOR is less than 5.16% (which will be adjusted in cases where the accrual period for the floating rate payment payable by the swap counterparty is not 30 days), available funds that would otherwise be available to make distributions on the swap certificates will be used to cover the net swap payments due to the swap counterparty. In addition, any termination payment payable to the swap counterparty (other than a swap termination payment resulting from a swap counterparty trigger event) in the event of early termination of the swap contract will reduce amounts available for distribution to holders of the swap certificates.

Upon early termination of the swap contract, the swap counterparty or the swap contract administrator may be liable to make a swap termination payment to the other party (regardless of which party caused the termination). The swap termination payment will be computed in accordance with the procedures set forth in the swap contract. In the event that a swap termination payment is payable to the swap counterparty, other than a swap termination payment resulting from a swap counterparty trigger event, that payment will be paid with respect to the related distribution date, and on any subsequent distribution dates until paid in full, solely from collections on the mortgage loans and prior to distributions to holders of the swap certificates. This feature may result in losses on the swap certificates. Due to the priority of the applications of the available funds, the subordinate certificates will bear the effects of any shortfalls resulting from a net swap payment or swap termination payment to the swap counterparty before those effects are borne by the senior certificates and one or more classes of subordinate certificates may suffer a loss as a result of that payment.

Payments from the swap contract are dependent solely upon the performance of the swap counterparty and the swap guarantor. Thus, payments of these amounts involve counterparty risk. If a credit rating of the swap counterparty or any applicable guarantor is qualified, reduced or withdrawn and a substitute counterparty or guarantor is not obtained in accordance with the terms of the swap contract, the ratings of the swap certificates may be qualified, reduced or withdrawn. As a result, the value and marketability of those certificates may be adversely affected. See “Description of the Certificates—The Swap Contract” in this prospectus supplement.

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Prepayments on the Mortgage Loans Are Unpredictable and Could Adversely Affect Your Yield and Reinvestment; Other Factors May Affect the Rate of Principal Distributions on Your Certificates and Your Yield

No one can accurately predict the level of prepayments that the mortgage loans will experience. The prepayment experience of the mortgage loans may be affected by many factors, including: ·general economic conditions, ·the level of prevailing interest rates, ·the availability of alternative financing, ·the applicability of prepayment charges, and ·homeowner mobility. Any mortgage loan may be prepaid in full or in part at any time. However, approximately 66.47% and 78.27% of the mortgage loans in the mortgage pool in respect of loan group 1 and loan group 2, respectively, in each case by stated principal balance of the mortgage loans in the mortgage pool in respect of the related loan group provide for the payment by the borrower of a prepayment charge on certain prepayments during the period of time specified in the related mortgage note. In addition, substantially all of the mortgage loans contain due-on-sale provisions, and the master servicer intends to enforce those provisions unless doing so is not permitted by applicable law or the master servicer, in a manner consistent with reasonable commercial practice, permits the purchaser of the mortgaged property in question to assume the related mortgage loan. See “The Mortgage Pool” and “Yield, Prepayment and Maturity Considerations” in this prospectus supplement and “Certain Legal Aspects of the Loans — Due-on-Sale Clauses” in the prospectus for a description of certain provisions of the mortgage loans that may affect their prepayment experience. In addition, you should note that: ·generally, if you purchase your certificates at a discount and principal is repaid on the mortgage loans in the related loan group or loan groups slower than you anticipate, then your yield may be lower than you anticipate, ·your yield will also be sensitive to: (1)   the level of one-month LIBOR, (2)   the timing of adjustment of the pass-through rate on your certificate as it relates to the interest rates on the applicable mortgage loans and, in the case of the adjustable rate mortgage loans, the level of the mortgage index, the timing of adjustment of the interest rates on those mortgage loans, and periodic and lifetime limits on those adjustments,

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(3)   other limitations on the pass-through rates of the adjustable rate certificates as described further in this prospectus supplement,

(4)   the level of one-month LIBOR relative to the fixed rate at which the payment made to the swap counterparty is calculated, and

(5)   whether deposits need to be made into the final maturity reserve fund, and

·you bear the reinvestment risks resulting from a faster or slower rate of principal payments than you expect.

See “Yield, Prepayment and Maturity Considerations” in this prospectus supplement.

Principal distributions on your certificates will also be affected by a number of factors, including:

·the extent of principal payments on the mortgage loans,

·how payments of principal are allocated among the classes of certificates,

·whether the optional termination right is exercised,

·whether the master servicer exercises, or is directed by a third party to exercise, its option to purchase certain defaulted mortgage loans,

·the rate and timing of payment defaults and losses on the mortgage loans,

·repurchases of mortgage loans for material breaches of representations and warranties, and

·the extent of principal prepayments on the mortgage loans.

Because distributions on the certificates are dependent upon the payments on the mortgage loans, we cannot guarantee the amount of any particular payment or the amount of time that will elapse before the issuing entity is terminated.

The master servicer is permitted to purchase certain delinquent mortgage loans from the issuing entity as described under “Description of the Certificates—Optional Purchase of Defaulted Loans” in this prospectus supplement. The master servicer may grant a third party, which may be a certificateholder, the right to direct the exercise of this option. The exercise of this option to purchase defaulted mortgage loans could affect the level of the overcollateralization target amount and distributions to the holders of the certificates, which may adversely affect the market value of your certificates. A third party is not required to take your interests into account when deciding whether or not to direct the exercise of this option and may direct the exercise of this option when the master servicer would not otherwise exercise it. As a result, the performance of this transaction may differ from transactions in which this option was not granted to a third party.

See “Description of the Certificates—Principal” and “—Optional

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	Purchase of Defaulted Loans” in this prospectus supplement.
Your Yield Will Be Affected by the Interest-Only Feature of Some of the Mortgage Loans
	Approximately 5.31% and 11.88% of the mortgage loans in the mortgage pool in respect of loan group 1 and loan group 2, respectively, in each case by stated principal balance of the mortgage loans in the mortgage pool in respect of the related loan group require monthly payments of only accrued interest during a specified period of years following origination. That specified period of years may be two, three, five, seven or ten years. The borrower is not required to pay any principal on the borrower’s loan during this interest-only period but thereafter is required to make monthly payments sufficient to amortize the loan over its remaining term. These loans are sometimes referred to as interest-only loans. Interest-only loans have only recently been originated in significant volumes. As a result, the long-term performance characteristics of interest-only loans are largely unknown. Because interest-only loans initially require only the payment of interest, a borrower may be able to borrow a larger amount than would have been the case for a fully amortizing mortgage loan. Interest-only loans may have risks and payment characteristics that are not present with fully amortizing mortgage loans, including the following: ·  no principal distributions will be made to certificateholders from interest-only loans during their interest-only period (except in the case of a prepayment), which may extend the weighted average lives of the certificates, ·  during the interest-only period, interest-only loans may be less likely to be prepaid since the perceived benefits of refinancing may be less than with a fully amortizing mortgage loan, ·  as the end of the interest-only period approaches, an interest-only loan may be more likely to be refinanced in order to avoid the increase in the monthly payment required to amortize the loan over its remaining term, ·  interest-only loans may be more likely to default than fully amortizing loans at the end of the interest-only period due to the increased monthly payment required to amortize the loan over its remaining term, and ·  if an interest-only loan defaults, the severity of loss may be greater due to the larger unpaid principal balance.
Your Yield Will Be Affected By The Inclusion of 40-Year Mortgage Loans
	Approximately 24.31% and 25.88% of the mortgage loans in the mortgage pool in respect of loan group 1 and loan group 2, respectively (in each case by stated principal balance of the mortgage loans in the mortgage pool in respect of the related loan group) have original terms to maturity of 40 years. Loans with those terms have only begun to be originated recently. As a result, there is no basis on which to predict the

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	performance characteristics of these mortgage loans.
	The longer term to maturity of 40-year mortgage loans results in a lower monthly payment than would be required by a traditional 30-year mortgage loan. The lower monthly payment may allow the borrower to borrow a larger amount than would have been the case for a mortgage loan with a 30-year term to maturity. In running the prepayment scenarios required by the rating agencies that are expected to provide ratings on the offered certificates, all of the offered certificates are assumed to mature within 30 years. However, due to the inclusion of 40-year mortgage loans in the mortgage pool, there is no guarantee that the certificates will be fully paid within 30 years. The 40-year mortgage loans may have risks and payment characteristics that are not present with traditional 30-year mortgage loans, including the following: ·  less principal will be distributed to certificateholders on a monthly basis (except in the case of a prepayment) which may extend the weighted average lives of the certificates, ·  due to the smaller monthly payment, 40-year mortgage loans may be less likely to be prepaid since the perceived benefits of refinancing may be less than with a 30-year fully amortizing mortgage loan, and ·  if a 40-year mortgage loan defaults, the severity of loss is likely to be greater due to the larger unpaid principal balance. Interest funds may be deposited in the final maturity reserve fund beginning in September 2017. In addition, excess cashflow will be used to reduce the certificate principal balances of the certificates to zero beginning in September 2027 depending on the amount of 40-year mortgage loans then remaining in the issuing entity. Any funds on deposit in the final maturity reserve fund will be used to make distributions on the offered certificates starting on the distribution date in August 2037.
Geographic Concentration of Mortgaged Properties in Certain States Increases the Impact that Events in Those States Could Have On The Certificates
	The applicable tables in Annex A set forth the geographic concentration of the mortgaged properties, including the percentage by stated principal balance of the mortgage loans in the mortgage pool in each loan group, that are secured by mortgaged properties located in states with concentrations above 10%. Property in California may be more susceptible than homes located in other parts of the country to certain types of uninsurable hazards, such as earthquakes, floods, mudslides and other natural disasters, and property in Florida and the southeastern portion of the United States is also more susceptible than homes located in other parts of the country to certain types of uninsurable hazards, such as hurricanes, floods and other natural disasters. In addition: ·  economic conditions in states with significant concentrations (which may or may not affect real property values) may affect the ability of borrowers to repay their loans,

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	·  declines in the residential real estate markets in states with significant concentrations may reduce the values of properties located in those states, which would result in an increase in the loan-to-value ratios, and
	·  any increase in the market value of properties located in states with significant concentrations would reduce the loan-to-value ratios and could, therefore, make alternative sources of financing available to the borrowers at lower interest rates, which could result in an increased rate of prepayment of the mortgage loans.
Inability to Replace Servicer Could Affect Collections and Recoveries on the Mortgage Loans
	The structure of the master servicing fee might affect the ability to find a replacement master servicer. Although the trustee is required to replace the master servicer if the master servicer is terminated or resigns, if the trustee is unwilling (including for example because the master servicing fee is insufficient) or unable (including for example, because the trustee does not have the systems to service mortgage loans), it may be necessary to appoint a replacement master servicer. Because the master servicing fee is structured as a percentage of the stated principal balance of each mortgage loan, it may be difficult to replace the master servicer at a time when the balance of the mortgage loans has been significantly reduced because the fee may be insufficient to cover the costs associated with servicing the mortgage loans and related REO properties remaining in the pool. The performance of the mortgage loans may be negatively impacted, beyond the expected transition period during a servicing transfer, if a replacement master servicer is not retained within a reasonable amount of time.
Rights of the NIM Insurer Limit Your Control and NIM Insurer Actions May Negatively Affect You
	If there is a NIM Insurer, pursuant to the pooling and servicing agreement, unless the NIM Insurer fails to make a required payment under the policy insuring the net interest margin securities and the failure is continuing or the NIM Insurer is the subject of a bankruptcy proceeding, referred to as a “NIM Insurer Default”, the NIM Insurer will be entitled to exercise, among others, the following rights without the consent of holders of the offered certificates, and the holders of the offered certificates may exercise these rights only with the prior written consent of the NIM Insurer: ·  the right to provide notices of master servicer defaults and the right to direct the trustee to terminate the rights and obligations of the master servicer under the pooling and servicing agreement upon a default by the master servicer, ·  the right to remove the trustee or any co-trustee or custodian pursuant to the pooling and servicing agreement, and ·   the right to direct the trustee to make investigations and take actions pursuant to the pooling and servicing agreement. In addition, unless a NIM Insurer Default exists, the NIM Insurer’s consent will be required before, among other things,

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	·  any removal of the master servicer, any successor servicer or the trustee and any appointment of any co-trustee, ·  any otherwise permissible waivers of prepayment charges or extensions of due dates for payment granted by the master servicer with respect to more than 5% of the mortgage loans, or ·  any amendment to the pooling and servicing agreement.
	Investors in the offered certificates should note that: ·  the rights granted to the NIM Insurer are extensive, ·  the interests of the NIM Insurer may be inconsistent with, and adverse to, the interests of the holders of the offered certificates, and the NIM Insurer has no obligation or duty to consider the interests of the offered certificates in connection with the exercise or nonexercise of the NIM Insurer’s rights, ·  the NIM Insurer’s exercise of its rights and consents may negatively affect the offered certificates and the existence of the NIM Insurer’s rights, whether or not exercised, may adversely affect the liquidity of the offered certificates, relative to other securities backed by comparable mortgage loans and with comparable payment priorities and ratings, and ·  any insurance policy issued by the NIM Insurer will not cover, and will not benefit in any manner whatsoever, the offered certificates. See “Description of the Certificates—Rights of the NIM Insurer Under the Pooling and Servicing Agreement” in this prospectus supplement.
Recent Developments in the Residential Mortgage Market May Adversely Affect the Performance and Market Value of Your Securities
	Recently, the residential mortgage market in the United States has experienced a variety of difficulties and changed economic conditions that may adversely affect the performance and market value of your securities. Delinquencies and losses with respect to residential mortgage loans generally have increased in recent months and may continue to increase. These increases in delinquencies and losses have generally been more severe with respect to subprime mortgage loans and second-lien mortgage loans. In addition, in recent months housing prices and appraisal values in many states have declined or stopped appreciating, after extended periods of significant appreciation, and housing values are expected to remain stagnant or decrease during the near term. A continued decline or an extended flattening of those values may result in additional increases in delinquencies and losses on residential mortgage loans generally.
	Another factor that may result in higher delinquency rates and losses in the future is the increase in monthly payments on adjustable rate mortgage loans. Borrowers with adjustable rate mortgage loans are being exposed to increased monthly payments when the related mortgage interest rate adjusts upward from the initial fixed rate or a low introductory rate, as applicable, to the rate computed in accordance with the applicable index and margin. This increase in borrowers’ monthly payments, together with

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	any increase in prevailing market interest rates, may result in significantly increased monthly payments for borrowers with adjustable rate mortgage loans.
	Borrowers seeking to avoid these increased monthly payments by refinancing their mortgage loans may no longer be able to find available replacement loans at comparably low interest rates. A decline in housing prices may also leave borrowers with insufficient equity in their homes to permit them to refinance, and in addition, many mortgage loans have prepayment premiums that inhibit refinancing. Furthermore, borrowers who intend to sell their homes on or before the expiration of the fixed rate periods on their mortgage loans may find that they cannot sell their properties for an amount equal to or greater than the unpaid principal balance of their loans. These events, alone or in combination, may contribute to higher delinquency rates and losses. Investors should note that delinquencies and losses generally have been increasing with respect to securitizations sponsored by Countrywide Home Loans, Inc. This decline in credit performance (as adjusted for age) is most pronounced for recent vintages and is especially pronounced for those securitized pools that include loans with higher risk characteristics, including reduced documentation, higher loan-to-value ratios or weak credit scores. See “Static Pool Data” in this prospectus supplement and the Internet website referenced in that section for delinquency and loss information regarding certain prior securitized pools of Countrywide Home Loans, Inc.
	In addition, numerous residential mortgage loan originators have recently experienced serious financial difficulties and, in some cases, bankruptcy. These difficulties may affect the market value of your securities.
	Numerous laws, regulations and rules related to the servicing of mortgage loans, including foreclosure actions, have been proposed recently by federal, state and local governmental authorities. If enacted, these laws, regulations and rules may result in delays in the foreclosure process, reduced payments by borrowers or increased reimbursable servicing expenses, which are likely to result in delays and reductions in the distributions to be made to certificateholders. Certificateholders will bear the risk that these future regulatory developments will result in losses on their certificates, whether due to delayed or reduced distributions or reduced market value.
Limited Liquidity in the Secondary Market May Adversely Affect the Market Value of Your Securities
	The secondary mortgage markets are currently experiencing unprecedented disruptions resulting from reduced investor demand for mortgage loans and mortgage-backed securities and increased investor yield requirements for those loans and securities. As a result, the secondary market for mortgage-backed securities is experiencing extremely limited liquidity. These conditions may continue or worsen in the future. Limited liquidity in the secondary market for mortgage-backed securities has had a severe adverse effect on the market value of mortgage-backed securities, especially those that are backed by subprime or second-lien mortgage loans. Limited liquidity in the secondary market may continue to have a severe adverse effect on the market value of mortgage-backed securities, especially those that are backed by subprime or second-lien mortgage loans, those securities that are more sensitive to prepayment, credit or interest rate risk and those securities that have been structured to

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meet the investment requirements of limited categories of investors. See “Secondary Market For The Securities May Not Exist” in the prospectus.

If only a portion of the offered certificates have been sold to the public, the market for the offered certificates could be illiquid because of the small amount of offered certificates held by the public. In addition, the market overhang created by the existence of offered certificates that the market is aware may be sold to the public in the near future could adversely affect your ability to sell and/or the price you may receive for your offered certificates.

Some statements contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus consist of forward-looking statements relating to future economic performance or projections and other financial items. These statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “expects,” “believes,” “anticipates,” “estimates,” or other comparable words. Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ from the projected result. Those risks and uncertainties include, among others, general economic and business conditions, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond our control. Because we cannot predict the future, what actually happens may be very different from what we predict in our forward-looking statements.

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THE MORTGAGE POOL

General

Set forth below and in Annex A to this prospectus supplement is certain statistical information based on scheduled principal balances as of August 1, 2007, which is the “Cut-off Date,” concerning the pool of mortgage loans that CWABS, Inc. (the “Depositor”) will include in the issuing entity on the Closing Date. This pool of mortgage loans is referred to as the “Mortgage Pool,” and the mortgage loans are referred to as the “Mortgage Loans”. The Mortgage Pool consists of 7,347 Mortgage Loans and is comprised of Mortgage Loans that bear interest at fixed rates, referred to as “Fixed Rate Mortgage Loans”, and adjustable rates, referred to as “Adjustable Rate Mortgage Loans”. The aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date is approximately $1,459,985,056 (the “Cut-off Date Pool Principal Balance”), of which approximately $718,124,787 constitute Loan Group 1 Mortgage Loans and approximately $741,860,270 constitute Loan Group 2 Mortgage Loans. Further statistical information regarding the Mortgage Loans is set forth in Annex A hereto. Unless otherwise indicated, information presented below expressed as a percentage (other than rates of interest) are approximate percentages based on the Cut-off Date Pool Principal Balance.

In accordance with applicable securities laws, if there are material changes in characteristics of the Mortgage Pool, the Depositor will file on Form 8-K with the SEC additional information related to those material changes. The Stated Principal Balance of any Mortgage Loan as of the Cut-off Date is referred to as the “Cut-off Date Principal Balance”.

All of the Mortgage Loans to be included in the issuing entity will be evidenced by promissory notes. Each such promissory note, together with any modification or waiver contained in the related Mortgage File, is referred to in this prospectus supplement as a “Mortgage Note”. The Mortgage Notes will be secured by first lien deeds of trust, security deeds or mortgages on one- to four-family residential properties (the “Mortgaged Properties”). The Mortgaged Properties are located in 50 states and the District of Columbia. Each Mortgage Loan in the issuing entity will be assigned to one of two mortgage loan groups (“Loan Group 1” and “Loan Group 2”, and each a “Loan Group”). Loan Group 1 will consist of first lien conforming balance fixed rate and adjustable rate mortgage loans, and Loan Group 2 will consist of first lien fixed rate and adjustable rate mortgage loans, which may or may not have conforming balances.

Except for balloon loans and interest only mortgage loans during their respective interest only periods, the Mortgage Loans to be included in the issuing entity will provide for the full amortization of the amount financed over a series of monthly payments, and a substantial majority of the Mortgage Loans are expected to provide for payments due as of the first day of each month. The Mortgage Loans to be included in the issuing entity will have been originated or purchased by Countrywide Home Loans, Inc. (“Countrywide Home Loans” or a “Seller”) and will have been originated as described in this prospectus supplement under “ — Underwriting Standards”. Credit-blemished mortgage loans are generally mortgage loans made to borrowers with credit difficulties.

Scheduled monthly payments made by the borrowers on the Mortgage Loans (“Scheduled Payments”) either earlier or later than the scheduled due dates thereof will not affect the amortization schedule or the relative application of the payments to principal and interest. All of the Mortgage Notes will provide for a fifteen (15) day grace period for monthly payments.

Countrywide Home Loans will represent and warrant that none of the Mortgage Loans will be 30 days or more delinquent as of the related Cut-off Date. Except in the case of the delinquency information presented in the first sentence of the following paragraph and in the table below captioned “Delinquency History of the Mortgage Loans in the Twelve-Month Period Ending on the Cut-off Date”, delinquencies with respect to the Mortgage Loans will be recognized in accordance with the OTS Method.

Except as described in the following sentence, substantially all of the Mortgage Loans have not been 30 days or more delinquent in the twelve-month period ending on the Cut-off Date. In the twelve-month period ending on the Cut-off Date, the Mortgage Loans have been delinquent in payment of principal and interest as described in the table below. Solely for the purposes of the delinquency information presented in the second preceding sentence and in the following table, delinquencies have been recognized in accordance with the MBA Method.

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Delinquency History of the Mortgage Loans

in the Twelve-Month Period Ending on the Cut-off Date

Delinquency	No. of Mortgage Loans		Percent of Cut-off Date Pool Principal Balance			Aggregate Principal Balance
1x30		25		0.38	%	$	5,490,348.04
1x30, 10x60		1		(1	)	$	21,900.49
1x30, 3x60, 2x90		1		(1	)	$	14,455.88
2x30		4		0.06	%	$	834,472.97
3x30, 1x210		1		(1	)	$	38,728.43
4x30		1		0.03	%	$	393,800.06

(1)Indicates a value less than 0.01%.

See “The Agreements—Delinquency Calculation Methods” in the prospectus for more information about the MBA Method and the OTS Method.

Any Mortgage Loan may be prepaid in full or in part at any time; however, approximately 66.47% and 78.27% of the Mortgage Loans in the Mortgage Pool in respect of Loan Group 1 and Loan Group 2, respectively, in each case by Stated Principal Balance of the Mortgage Loans in the Mortgage Pool in respect of the related Loan Group provide for the payment by the borrower of a prepayment charge on certain prepayments made with respect to the Mortgage Loans. Generally, a prepayment charge will apply, in the case of a Fixed Rate Mortgage Loan, to prepayments made within five years from the date of execution of the related Mortgage Note and, in the case of an Adjustable Rate Mortgage Loan, to prepayments made prior to the first Adjustment Date for that Mortgage Loan. In general, the related Mortgage Note will provide that a prepayment charge will apply if, during the applicable period, the borrower prepays the Mortgage Loan in full. The amount of the prepayment charge will generally be equal to six months’ advance interest calculated on the basis of the Mortgage Rate in effect at the time of the prepayment on the amount prepaid in excess of 20% of the original balance of the Mortgage Loan. The “Mortgage Rate” with respect to a Mortgage Loan is the annual rate of interest borne by the Mortgage Loan pursuant to the terms of the related Mortgage Note, except as provided below with respect to Fixed Rate Credit Comeback Loans.

Approximately 8.65% of the Mortgage Loans in the Mortgage Pool require only payments of interest for a specified period of time following origination, in each case after which amortization of the principal balance is required over the remaining term of the Mortgage Loan.

The Mortgage Loans will be selected from among the outstanding one- to four-family mortgage loans in the applicable Seller’s portfolio which meet the criteria described in this prospectus supplement. No selection will be made in a manner that would adversely affect the interests of certificateholders.

Countrywide Home Loans will make all of the representations specified in the prospectus under “Loan Program — Representations by Sellers; Repurchases” with respect to all of the Mortgage Loans. Each other Seller will be a special purpose entity established by Countrywide Financial Corporation or one of its subsidiaries and will sell mortgage loans that were previously acquired from Countrywide Home Loans. Consequently, each Seller other than Countrywide Home Loans will only represent that immediately prior to the assignment of the Mortgage Loans to be sold by it to the Depositor, the Seller had good title to, and was the sole owner of, those Mortgage Loans free and clear of any pledge, lien, encumbrance or security interest and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loans pursuant to the Pooling and Servicing Agreement. In addition, the Depositor will represent that following the transfer of the Mortgage Loans to it by the Sellers, the Depositor had good title to the Mortgage Loans and that each of the Mortgage Notes was subject to no offsets, claims, defenses or counterclaims.

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Additional Information Regarding the Adjustable Rate Mortgage Loans. Each of the Adjustable Rate Mortgage Loans will have a Mortgage Rate which is subject to adjustment on the first day of the months specified in the related Mortgage Note (each referred to as an “Adjustment Date”) to equal the sum, rounded to the nearest 0.125%, of:

(1)the average of the interbank offered rates for six-month U.S. dollar-denominated deposits in the London market, as set forth in The Wall Street Journal, as most recently announced as of a date generally 45 days prior to the Adjustment Date (the “Mortgage Index”), or, if the Mortgage Index is no longer available, then based upon a new index selected by the Master Servicer based on comparable information, and

(2)a fixed percentage amount specified in the related Mortgage Note (the “Gross Margin”);

provided, however, that the Mortgage Rate for any Adjustable Rate Mortgage Loan will not increase or decrease on its initial Adjustment Date by more than a certain specified percentage (the “InitialPeriodic Rate Cap”), or on any subsequent Adjustment Date by more than a certain specified percentage (the “Subsequent Periodic Rate Cap”). The Initial Periodic Rate Cap and Subsequent Periodic Rate Cap for any Adjustable Rate Mortgage Loan will be specified in the related Mortgage Note. Substantially all of the Adjustable Rate Mortgage Loans will have been originated with Mortgage Rates less than the sum of the then-current Mortgage Index and the related Gross Margin.

“Hybrid Mortgage Loans” have fixed Mortgage Rates for a specified period of time after their origination before the fixed Mortgage Rates become subject to adjustment based on the Mortgage Index described in the immediately preceding paragraph. The length of the fixed period and the period during which the Mortgage Rate is subject to adjustment are indicated with respect to each of the Mortgage Loans that are Hybrid Mortgage Loans in the “Mortgage Loan Programs” tables in Annex A to this prospectus supplement. For instance, a “3/27” designation followed by a specified Mortgage Index indicates a Hybrid Mortgage Loan with a fixed period of 3 years followed by a 27-year period during which the Mortgage Rate is subject to adjustment. Substantially all of the Adjustable Rate Mortgage Loans in the Mortgage Pool are Hybrid Mortgage Loans. Notwithstanding the foregoing, approximately 27.93% and 23.32% of the Mortgage Loans in the Mortgage Pool in respect of Loan Group 1 and Loan Group 2, respectively, in each case by Stated Principal Balance of the Mortgage Loans in the Mortgage Pool in respect of the related Loan Group, were originated with a fixed period of 2 years, but Countrywide Home Loans has waived the right to adjust the Mortgage Rate on such Mortgage Loans until the expiration of a period of 5 years following origination. Information with respect to such Mortgage Loans is presented in this prospectus supplement as if such Mortgage Loans had been originated with a fixed period of 5 years.

It is expected that substantially all of the Adjustable Rate Mortgage Loans will provide that, over the life of each Adjustable Rate Mortgage Loan, the Mortgage Rate will in no event be more than the initial Mortgage Rate plus a maximum added margin, generally between 4.000% and 10.000% (the sum of that initial Mortgage Rate plus the maximum added margin being referred to as the “Maximum Mortgage Rate”), as provided in the related Mortgage Note, and will in no event be less than a minimum Mortgage Rate (the “Minimum Mortgage Rate”) specified in the related Mortgage Note.

Additional Information Regarding the Fixed Rate Mortgage Loans. The Fixed Rate Mortgage Loans will include “credit comeback loans” that provide borrowers the potential of four Mortgage Rate reductions for good payment history during any one or more of the first four consecutive twelve-month periods following the origination date of the loan (“Fixed Rate Credit Comeback Loans”). The Fixed Rate Credit Comeback Loan payment history is evaluated in the twelfth month of each such twelve-month period. If the Fixed Rate Credit Comeback Loan borrower makes Scheduled Payments in full during such twelve-month period with a maximum of one late payment (which, however, cannot be in the twelfth month of such period) the Fixed Rate Credit Comeback Loan is eligible for a 0.375% per annum reduction on the current mortgage rate.

However, for purposes of all payments made on the Certificates, including the calculation of each applicable Net Rate Cap as well as other Mortgage Rate calculations, the Mortgage Rate on each Fixed Rate Credit Comeback Loan will be deemed to be reduced by 0.375% on the Due Date following the end of each of the first four annual periods after the origination date, irrespective of whether the borrower qualifies for the reduction by having a good payment history. Any interest received in excess of the interest received as a result of such deemed reduction

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(such excess, the “Credit Comeback Excess Amount”) will be deposited in the Credit Comeback Excess Account and used to pay certificateholders as described below under “Description of the Certificates—Credit Comeback Excess Account” below. Approximately 1.41% and 3.55% of the Mortgage Loans in the Mortgage Pool in respect of Loan Group 1 and Loan Group 2, respectively, in each case by Stated Principal Balance of the Mortgage Loans in the Mortgage Pool in respect of the related Loan Group are Fixed Rate Credit Comeback Loans.

Loan-to-Value Ratio. The “Loan-to-Value Ratio” or “LTV” of a Mortgage Loan is equal to:

(1)the principal balance of the Mortgage Loan at the date of origination, divided by

(2)the Collateral Value of the related Mortgaged Property.

The “Collateral Value” of a Mortgaged Property is the lesser of:

(1)the appraised value based on an appraisal made for Countrywide Home Loans by an independent fee appraiser at the time of the origination of the related Mortgage Loan, and

(2)the sales price of the Mortgaged Property at the time of origination.

With respect to a Mortgage Loan the proceeds of which were used to refinance an existing mortgage loan, except as described in the following sentence, the Collateral Value is the appraised value of the Mortgaged Property based upon the appraisal obtained at the time of refinancing.

With respect to Mortgage Loans originated pursuant to Countrywide Home Loans’ Streamlined Documentation Program,

· if the loan-to-value ratio at the time of the origination of the mortgage loan being refinanced was 80% or less and the loan amount of the new loan being originated is $650,000 or less, then the “Loan-to-Value Ratio” will be the ratio of the principal amount of the new mortgage loan being originated divided by the appraised value of the related mortgaged property at the time of the origination of the mortgage loan being refinanced, as reconfirmed by Countrywide Home Loans using an automated property valuation system; or

· if the loan-to-value ratio at the time of the origination of the mortgage loan being refinanced was greater than 80% or the loan amount of the new loan being originated is greater than $650,000, then the “Loan-to-Value Ratio” will be the ratio of the principal amount of the new mortgage loan being originated divided by the appraised value of the related mortgaged property as determined by a limited appraisal report at the time of the origination of the new mortgage loan. See “—Underwriting Standards” in this prospectus supplement.

Although all of the Mortgage Loans are secured by first liens, Annex A includes tables setting forth the Combined Loan-to-Value Ratios of the Mortgage Loans. The “Combined Loan-to-Value Ratio” of a Mortgage Loan is equal to:

(1)the sum of:

(a)the principal balance of the Mortgage Loan as of its date of origination, and

(b)the principal balance, as of its date of origination, of any junior lien mortgage loan (or, in the case of any junior lien revolving home equity line of credit, the maximum available line of credit with respect to that junior lien mortgage loan) secured by the same mortgaged property, provided (i) such junior lien revolving home equity line of credit and the related Mortgage Loan were originated by Countrywide Home Loans and (ii) such junior lien mortgage loan was originated either (A) contemporaneously with the related Mortgage Loan or (B) if the related Mortgage Loan was a refinancing of an existing mortgage loan, during the twelve months preceding the date of origination of the related Mortgage Loan,

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divided by

(2)the Collateral Value of the related Mortgaged Property.

As a result of the foregoing, the “Combined Loan-to-Value Ratio” of any Mortgage Loan will not reflect the presence or amount of any junior lien mortgage loan secured by the same mortgaged property if the conditions set forth in clauses (1)(b)(i) and (1)(b)(ii) are not satisfied.

Stated Principal Balance. “Stated Principal Balance” means, for any Mortgage Loan and (1) the Cut-off Date, the unpaid principal balance of the Mortgage Loan as of the Cut-Off Date, as specified in its amortization schedule at the time (before any adjustment to the amortization schedule for any moratorium or similar waiver or grace period), after giving effect to any partial prepayments and Liquidation Proceeds received prior to the Cut-Off Date and to the payment of principal due on the Cut-Off Date and irrespective of any delinquency in payment by the related borrower or (2) any Distribution Date, the Stated Principal Balance of the Mortgage Loan as of its Cut-off Date, minus the sum of (i) the principal portion of any Scheduled Payments due with respect to the Mortgage Loan on or prior to the end of the most recent Due Period that were received by the Master Servicer on or prior to the most recent Determination Date or were advanced by the Master Servicer on or prior to the most recent Master Servicer Advance Date, (ii) principal prepayments with respect to the Mortgage Loan received on or prior to the end of the most recent prepayment period (the period from the 16th day of the month prior to a Distribution Date (or, in the case of the first Distribution Date, from the Cut-off Date) to and including the 15th day of the month in which the Distribution Date occurs (each a “Prepayment Period”)), (iii) Liquidation Proceeds received by the Master Servicer prior to the end of the most recent Due Period to the extent applied as recoveries of principal with respect to the Mortgage Loan and (iv) any Realized Loss previously incurred in connection with a Deficient Valuation. The Stated Principal Balance of any Mortgage Loan as to which the related Mortgaged Property has been liquidated and as to which a Final Recovery Determination has been made will be zero on each date following the Due Period in which the Final Recovery Determination is made. When used with respect to the Mortgage Pool, Stated Principal Balance means the aggregate Stated Principal Balance of all Mortgage Loans in the Mortgage Pool. When used with respect to a Loan Group, Stated Principal Balance means the aggregate Stated Principal Balance of all Mortgage Loans in the Loan Group. A “Determination Date” means with respect to any Distribution Date, the 15th day of the month of the Distribution Date or, if the 15th day is not a Business Day, the immediately preceding Business Day.

A “Deficient Valuation” means, for any Mortgage Loan, a valuation by a court of competent jurisdiction of the related Mortgaged Property in an amount less than the then outstanding indebtedness under that 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 that court that is final and non-appealable in a proceeding under the U.S. Bankruptcy Code.

Assignment of the Mortgage Loans

Pursuant to the pooling and servicing agreement dated as of August 1, 2007 (the “Pooling and Servicing Agreement”), among the Depositor, the Master Servicer, the Sellers and The Bank of New York, as trustee (the “Trustee”), the Depositor on the Closing Date will sell, transfer, assign, set over and otherwise convey without recourse to the Trustee in trust for the benefit of the certificateholders, all right, title and interest of the Depositor in and to each Mortgage Loan and all right, title and interest in and to all other assets included in the issuing entity, including all principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (exclusive of any scheduled principal due on or prior to the Cut-off Date and any interest accruing prior to the Cut-off Date).

In connection with the transfer and assignment of the Mortgage Loans, the Depositor will deliver the following documents to the Trustee (collectively constituting the “Mortgage File”) with respect to each Mortgage Loan:

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

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Mortgage Note, or, if the original Mortgage Note has been lost or destroyed and not replaced, an original lost note affidavit, stating that the original Mortgage Note was lost or destroyed, together with a copy of the related Mortgage Note and all such intervening endorsements,

(2)the original recorded Mortgage or a copy thereof with recording information,

(3)a duly executed assignment of the Mortgage to “Asset-Backed Certificates, Series 2007-12, CWABS, Inc., by The Bank of New York, a New York banking corporation, as trustee under the Pooling and Servicing Agreement dated as of August 1, 2007, without recourse,” in recordable form, or a copy thereof with recording information as described in the Pooling and Servicing Agreement,

(4)the original recorded assignment or assignments of the Mortgage or a copy of such assignments, with recording information, together with all interim recorded assignments of such Mortgage or a copy of such assignments, with recording information,

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

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

Notwithstanding the foregoing, in lieu of providing the documents set forth in clauses (3) and (4) above, the Depositor may at its discretion provide evidence that the related Mortgage is held through the MERS® System. In addition, the Mortgages for some or all of the Mortgage Loans in the issuing entity that are not already held through the MERS® System may, at the discretion of the Master Servicer, in the future be held through the MERS® System. For any Mortgage held through the MERS® System, the Mortgage is recorded in the name of Mortgage Electronic Registration Systems, Inc., or MERS®, as nominee for the owner of the Mortgage Loan, and subsequent assignments of the Mortgage were, or in the future may be, at the discretion of the Master Servicer, registered electronically through the MERS® System. For each of these Mortgage Loans, MERS® serves as mortgagee of record on the Mortgage solely as a nominee in an administrative capacity on behalf of the Trustee, and does not have any interest in the Mortgage Loan.

Pursuant to the Pooling and Servicing Agreement, the Depositor will be required to deliver (or cause delivery of) the Mortgage Files:

(A)not later than the Closing Date, with respect to at least 50% of the Mortgage Loans in each Loan Group,

(B)not later than twenty days after the Closing Date, with respect to at least an additional 40% of the Mortgage Loans in each Loan Group, and

(C)not later than thirty days after the Closing Date, with respect to the remaining Mortgage Loans.

Assignments of the Mortgage Loans to the Trustee (or its nominee) will be recorded in the appropriate public office for real property records, except in states as to which an opinion of counsel is delivered to the effect that the recording is not required to protect the Trustee’s interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Depositor or the applicable Seller. As to any Mortgage Loan, the recording requirement exception described in the preceding sentence is applicable only so long as the related Mortgage File is maintained in the possession of the Trustee in one of the states to which the exception applies. The Depositor expects that substantially all of the assignments of the Mortgage Loans will not be recorded based on an opinion of counsel. In the event an assignment is delivered to the Trustee in blank and the related Mortgage File is released by the Trustee pursuant to applicable provisions of the Pooling and Servicing Agreement,

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the Trustee will complete the assignment as provided in subparagraph (3) above prior to the release. If the assignment of the Mortgage Loan is required to be recorded to protect the interest of the Trustee in the Mortgage Loans, the Master Servicer is required to cause each previously unrecorded assignment to be submitted for recording.

The Trustee will review the Mortgage Loan documents on or prior to the Closing Date (or promptly after the Trustee’s receipt of any document permitted to be delivered after the Closing Date), and the Trustee will hold the Mortgage Loan documents in trust for the benefit of the holders of the Certificates in accordance with its customary procedures, including storing the documents in fire-resistant facilities. After review of the Mortgage Loan documents, if any document is found to be missing or defective in any material respect, the Trustee is required to notify the Master Servicer and Countrywide Home Loans in writing. If Countrywide Home Loans cannot or does not cure the omission or defect within 90 days of its receipt of notice from the Trustee, Countrywide Home Loans is required to repurchase the related Mortgage Loan from the issuing entity at a price (the “Purchase Price”) equal to the sum of:

(i) 100% of the unpaid principal balance (or, if the 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 the purchase,

(ii) accrued interest thereon at the applicable Mortgage Rate (or, if the 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 borrower (or, if the purchase or repurchase, as the case may be, is effected by the Master Servicer, the date through which interest was last advanced by, and not reimbursed to, 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 issuing entity resulting from any violation of any predatory or abusive lending law in connection with the Mortgage Loan.

Rather than repurchase the Mortgage Loan as provided above, Countrywide Home Loans may remove the Mortgage Loan (a “Deleted Mortgage Loan”) from the issuing entity and substitute in its place another Mortgage Loan of like kind (a “Replacement Mortgage Loan”); however, a substitution is only permitted within two years after the Closing Date, and may not be made unless an opinion of counsel is provided to the effect that the substitution would not disqualify any REMIC election made by the Trustee or result in a prohibited transaction tax under the Internal Revenue Code of 1986, as amended (the “Code”). Any Replacement Mortgage Loan generally will, on the date of substitution, among other characteristics set forth in the Pooling and Servicing Agreement:

(1)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 (the amount of any shortfall to be forwarded by Countrywide Home Loans to the Master Servicer and deposited by the Master Servicer in the Certificate Account not later than the succeeding Determination Date and held for distribution to the holders of the Certificates on the related Distribution Date),

(2)if the Deleted Mortgage Loan that is being replaced is an Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate not more than 1% per annum higher or lower than the Maximum Mortgage Rate of the Deleted Mortgage Loan,

(3)if the Deleted Mortgage Loan that is being replaced is an Adjustable Rate Mortgage Loan, have a Minimum Mortgage Rate not more than 1% per annum higher or lower than the Minimum Mortgage Rate of the Deleted Mortgage Loan,

(4)if the Deleted Mortgage Loan that is being replaced is an Adjustable Rate Mortgage Loan, have the same Mortgage Index and intervals between Adjustment Dates as the Deleted Mortgage Loan, an Initial Periodic Rate Cap and a Subsequent Periodic Rate Cap each not more than 1% per annum

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lower than that of the Deleted Mortgage Loan, and a Gross Margin not more than 1% per annum higher or lower than that of the Deleted Mortgage Loan,

(5)have the same or higher credit quality characteristics than that of the Deleted Mortgage Loan,

(6)be accruing interest at a rate not more than 1% per annum higher or lower than that of the Deleted Mortgage Loan,

(7)have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan,

(8)have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan,

(9)not permit conversion of the Mortgage Rate from a fixed rate to a variable rate or vice versa,

(10)provide for a prepayment charge on terms substantially similar to those of the prepayment charge, if any, of the Deleted Mortgage Loan,

(11)have the same occupancy type and lien priority as the Deleted Mortgage Loan, and

(12)comply with all of the representations and warranties set forth in the Pooling and Servicing Agreement as of the date of substitution.

This cure, repurchase or substitution obligation constitutes the sole remedy available to the certificateholders, the Trustee or the Depositor for omission of, or a material defect in, a Mortgage Loan document.

The Originators

The Mortgage Loans will be acquired by the Depositor from the Sellers. The Mortgage Loans were originated by Countrywide Home Loans or acquired from various other originators (each an “Originator”). Originators which have originated more than 10% of the Mortgage Loans (measured by aggregate Stated Principal Balance of the Mortgage Loans) are limited to (i) Countrywide Home Loans, which originated approximately 70.37% of the Mortgage Loans in the Mortgage Pool and (ii) Wilmington Finance Inc., a Delaware corporation, which originated approximately 13.71% of the Mortgage Loans in the Mortgage Pool, each such percentage measured by aggregate Stated Principal Balance of the Mortgage Loans in the Mortgage Pool.

Underwriting Standards

Countrywide Home Loans. The Mortgage Loans in the Mortgage Pool that were originated by Countrywide Home Loans were originated generally in accordance with Countrywide Home Loans’ underwriting procedures for such loans. The following is a description of the underwriting procedures customarily employed by Countrywide Home Loans with respect to credit-blemished mortgage loans. Countrywide Home Loans has been originating first lien credit-blemished mortgage loans since 1995. Countrywide Home Loans produces its credit-blemished mortgage loans through its Consumer Markets, Full Spectrum Lending, Correspondent Lending and Wholesale Lending Divisions. Prior to the funding of any credit-blemished mortgage loan, Countrywide Home Loans underwrites the related mortgage loan in accordance with the underwriting standards established by Countrywide Home Loans. In general, the mortgage loans are underwritten centrally by a specialized group of underwriters who are familiar with the unique characteristics of credit-blemished mortgage loans. In general, Countrywide Home Loans does not purchase any credit-blemished mortgage loan that it has not itself underwritten.

Countrywide Home Loans’ underwriting standards are primarily intended to evaluate the value and adequacy of the mortgaged property as collateral for the proposed mortgage loan and the borrower’s credit standing and repayment ability. On a case by case basis, Countrywide Home Loans may determine that, based upon

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compensating factors, a prospective borrower not strictly qualifying under the underwriting risk category guidelines described below warrants an underwriting exception. Compensating factors may include low loan-to-value ratio, low debt-to-income ratio, stable employment, time in the same residence or other factors. It is expected that a significant number of the Mortgage Loans will have been originated based on these types of underwriting exceptions.

Each prospective borrower completes an application for credit which includes information with respect to the applicant’s assets, liabilities, income and employment history, as well as certain other personal information. Countrywide Home Loans requires an independent credit bureau report on the credit history of each applicant in order to evaluate the applicant’s prior willingness and/or ability to repay. The report typically contains information relating to credit history with local and national merchants and lenders, installment debt payments and any record of defaults, bankruptcy, repossession, suits or judgments, among other matters.

After obtaining all applicable employment, credit and property information, Countrywide Home Loans uses a debt-to-income ratio to assist in determining whether the prospective borrower has sufficient monthly income available to support the payments of principal and interest on the mortgage loan in addition to other monthly credit obligations. The “debt-to-income ratio” is the ratio of the borrower’s total monthly credit obligations to the borrower’s gross monthly income. The maximum monthly debt-to-income ratio varies depending upon a borrower’s credit grade and documentation level (as described below) but does not generally exceed 55%. Variations in the monthly debt-to-income ratios limit are permitted based on compensating factors.

Countrywide Home Loans’ underwriting standards are applied in accordance with applicable federal and state laws and regulations and require an independent appraisal of the mortgaged property prepared on a Uniform Residential Appraisal Report (Form 1004) or other appraisal form as applicable to the specific mortgaged property type. Each appraisal includes a market data analysis based on recent sales of comparable homes in the area and, where deemed appropriate, replacement cost analysis based on the current cost of constructing a similar home and generally is required to have been made not earlier than 180 days prior to the date of origination of the mortgage loan. Every independent appraisal is reviewed by a representative of Countrywide Home Loans before the loan is funded, and an additional review appraisal is generally performed in connection with appraisals not provided by Landsafe Appraisals, Inc., a wholly owned subsidiary of Countrywide Home Loans. In most cases, properties that are not at least in average condition (including properties requiring major deferred maintenance) are not acceptable as collateral for a credit-blemished loan. The maximum loan amount varies depending upon a borrower’s credit grade, Credit Bureau Risk Score, and documentation level but does not generally exceed $1,000,000 for first lien credit-blemished mortgage loans. Variations in maximum loan amount limits are permitted based on compensating factors.

Countrywide Home Loans’ underwriting standards permit first lien credit-blemished mortgage loans with loan-to-value ratios at origination of up to 100% depending on the program, type and use of the property, documentation level, creditworthiness of the borrower, debt-to-income ratio and loan amount.

Countrywide Home Loans requires title insurance on all credit-blemished mortgage loans. Countrywide Home Loans also requires that fire and extended coverage casualty insurance be maintained on the mortgaged property in an amount at least equal to the principal balance or the replacement cost of the mortgaged property, whichever is less.

Countrywide Home Loans’ credit-blemished mortgage loan underwriting standards are more flexible than the standards generally acceptable to Countrywide Home Loans for its non-credit-blemished mortgage loans with regard to the borrower’s credit standing and repayment ability. While more flexible, Countrywide Home Loans’ underwriting guidelines still place primary reliance on a borrower’s ability to repay; however Countrywide Home Loans may require lower loan-to-value ratios than for loans underwritten to more traditional standards. Borrowers who qualify generally have payment histories and debt-to-income ratios which would not satisfy more traditional underwriting guidelines and may have a record of major derogatory credit items such as outstanding judgments or prior bankruptcies. Countrywide Home Loans’ credit-blemished mortgage loan underwriting guidelines establish the maximum permitted loan-to-value ratio for each loan type based upon these and other risk factors with more risk factors resulting in lower loan-to-value ratios.

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Countrywide Home Loans underwrites or originates credit blemished mortgage loans pursuant to alternative sets of underwriting criteria under its Full Documentation Loan Program (the “Full Doc Program”) and Stated Income Loan Program (the “Stated Income Program”). Under each of the underwriting programs, Countrywide Home Loans verifies the loan applicant’s sources and amounts of income (except under the Stated Income Program where the amount of income is not verified), calculates the amount of income from all sources indicated on the loan application, reviews the credit history of the applicant, calculates the debt-to-income ratio to determine the applicant’s ability to repay the loan, and reviews the appraisal of the mortgaged property for compliance with Countrywide Home Loans’ underwriting standards.

Under the Stated Income Program, the borrower’s employment and income sources and amounts must be stated on the borrower’s application for credit. The borrower’s income as stated must be reasonable for the related occupation and the determination as to reasonableness is subject to the loan underwriter’s discretion. However, the borrower’s income as stated on the application is not independently verified. Maximum loan-to-value ratios are generally lower than those permitted under the Full Doc Program. Except as otherwise stated above, the same mortgage credit, consumer credit and collateral related underwriting guidelines apply.

Under the Full Doc and Stated Income Programs, various risk categories are used to grade the likelihood that the borrower will satisfy the repayment conditions of the mortgage loan. These risk categories establish the maximum permitted loan-to-value ratio, debt-to-income ratio and loan amount, given the borrower’s credit history, the occupancy status of the mortgaged property and the type of mortgaged property. In general, more (or more recent) derogatory credit items such as delinquent mortgage payments or prior bankruptcies result in a loan being assigned to a higher credit risk category.

Countrywide Home Loans’ underwriting guidelines for credit blemished mortgage loans utilize credit grade categories to grade the likelihood that the borrower will satisfy the repayment conditions of the mortgage loans. In general, a credit grade category is assigned by evaluating a borrower’s mortgage history, time since bankruptcy, and time since foreclosure or notice of default. In the case of borrowers with less than twelve months’ mortgage history, credit grade category is assigned by evaluating, time since bankruptcy, and time since foreclosure or notice of default. The credit grade categories establish guidelines for determining maximum allowable loan-to-value ratios and loan amounts given the borrower’s Credit Bureau Risk Score, and maximum allowable debt-to-income ratios for a given mortgage loan. A summary of the credit grade categories is set forth below.

Credit Grade Category: “A”

Loan-To-Value Ratio: Maximum of 100%

Debt-To-Income Ratio: Maximum of 55%

Loan Amount: Maximum of $1,000,000

Credit Bureau Risk Score: Minimum of—

500 for loan amounts up to $700,000,

560 for loan amounts of $700,001 to $750,000,

580 for loan amounts of $750,001 to $850,000, or

600 for loan amounts of $850,001 to $1,000,000.

Mortgage History: No more than 1 non-consecutive delinquency of 30 days during the past 12 months.

Bankruptcy: At least 1 day since discharge or 2 years since dismissal of Chapter 7 or 13 Bankruptcy.

Foreclosure/Notice of Default: At least 3 years since foreclosure/notice of default released.

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Credit Grade Category: “A-”

Loan-To-Value Ratio: Maximum of 90%

Debt-To-Income Ratio: Maximum of 55%

Loan Amount: Maximum of $850,000

Credit Bureau Risk Score: Minimum of—

500 for loan amounts up to $650,000,

580 for loan amounts of $650,001 to $750,000, or

620 for loan amounts of $750,001 to $850,000.

Mortgage History: No more than 2 non-consecutive delinquencies of 30 days during the past 12 months.

Bankruptcy: At least 1 day since discharge or 2 years since dismissal of Chapter 7 or 13 Bankruptcy.

Foreclosure/Notice of Default: At least 3 years since foreclosure/notice of default released.

Credit Grade Category: “B”

Loan-To-Value Ratio: Maximum of 85%

Debt-To-Income Ratio: Maximum of 55%

Loan Amount: Maximum of $650,000

Credit Bureau Risk Score: Minimum of—

500 for loan amounts up to $600,000,

580 for loan amounts of $600,001 to $650,000.

Mortgage History: No more than 1 delinquency of 60 days in the past 12 months. Delinquencies of 30 days are not restricted.

Bankruptcy: At least 1 day since discharge or 1 year since dismissal of Chapter 7 or 13 Bankruptcy, or open Chapter 13 Bankruptcy must be paid-off through escrow at funding.

Foreclosure/Notice of Default: At least 2 years since foreclosure/notice of default released.

Credit Grade Category: “C”

Loan-To-Value Ratio: Maximum of 80%

Debt-To-Income Ratio: Maximum of 55%

Loan Amount: Maximum of $600,000

Credit Bureau Risk Score: Minimum of—

500 for loan amounts up to $550,000, or

580 for loan amounts of $550,001 to $600,000.

Mortgage History: No more than 1 delinquency of 90 days during the past 12 months. Delinquencies of 30 days and 60 days are not restricted.

Bankruptcy: At least 1 day since discharge or 1 year since dismissal of Chapter 7 or 13 Bankruptcy, or open Chapter 13 Bankruptcy must be paid-off through escrow at funding.

Foreclosure/Notice of Default: At least 1 year since foreclosure/notice of default released.

Credit Grade Category: “C-”

Loan-To-Value Ratio: Maximum of 70%

Debt-To-Income Ratio: Maximum of 55%

Loan Amount: Maximum of $500,000

Credit Bureau Risk Score: Minimum of 500

Mortgage History: No more than 2 delinquencies of 90 days during the past 12 months. Delinquencies of 30 days and 60 days are not restricted.

Bankruptcy: At least 1 day since discharge or dismissal of Chapter 7 or 13 Bankruptcy, or open Chapter 13 Bankruptcy must be paid-off through escrow at funding.

Foreclosure/Notice of Default: None at time of funding.

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Credit Grade Category: “D”

Loan-To-Value Ratio: Maximum of 65%

Debt-To-Income Ratio: Maximum of 45%

Loan Amount: Maximum of $250,000

Credit Bureau Risk Score: Minimum of 500

Mortgage History: Open Notice of default must be cured at time of funding.

Bankruptcy: At least 1 day since discharge or dismissal of Chapter 7 or 13 Bankruptcy, or open Chapter 13 Bankruptcy must be paid-off through escrow at funding.

Foreclosure/Notice of Default: Notice of default is acceptable but must be cured at time of funding.

The loan-to-value ratios, debt-to-income ratios, and loan amounts stated above are maximum levels for a given credit grade category. There are additional restrictions on loan-to-value ratios, debt-to-income ratios, and loan amounts depending on, but not limited to, the occupancy status of the mortgaged property, the type of mortgaged property, and the documentation program.

The “Credit Bureau Risk Score” is a statistical credit score obtained by Countrywide Home Loans in connection with the loan application to help assess a borrower’s creditworthiness. Credit Bureau Risk Scores are generated by models developed by a third party and are made available to mortgage lenders through three national credit bureaus. The models were derived by analyzing data on consumers in order to establish patterns which are believed to be indicative of the borrower’s probability of default. The Credit Bureau Risk Scores are based on a borrower’s historical credit data, including, among other things, payment history, delinquencies on accounts, levels of outstanding indebtedness, length of client history, types of credit, and bankruptcy experience. Credit Bureau Risk Scores range from approximately 250 to approximately 900, with higher scores indicating an individual with a more favorable credit history compared to an individual with a lower score. However, a Credit Bureau Risk Score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, i.e., that a borrower with a higher score is statistically expected to be less likely to default in payment than a borrower with a lower score. In addition, it should be noted that Credit Bureau Risk Scores were developed to indicate a level of default probability over a two-year period which does not correspond to the life of a mortgage loan. Furthermore, Credit Bureau Risk Scores were not developed specifically for use in connection with mortgage loans, but for consumer loans in general. Therefore, a Credit Bureau Risk Score does not take into consideration the effect of mortgage loan characteristics on the probability of repayment by the borrower. The Credit Bureau Risk Scores set forth in Annex A hereto were obtained either at the time of origination of the Mortgage Loan or more recently. The Credit Bureau Risk Score is used as an aid to, not a substitute for, the underwriter’s judgment.

In determining a Credit Bureau Risk Score for a particular borrower, Countrywide Home Loans attempts to obtain Credit Bureau Risk Scores from each of the three national credit bureaus that produce these scores. Although different scores may be available from each of the three national credit bureaus for a particular borrower, Countrywide Home Loans will use only one score in its determination of whether to underwrite a mortgage loan, based on the following methodology: if scores are available from each of the three national credit bureaus, Countrywide Home Loans will disregard the highest and lowest scores, and use the remaining score; and if scores are available from only two of the three national credit bureaus, Countrywide Home Loans will use the lower of the two scores. In the case of a mortgage loan with more than one applicant, Countrywide Home Loans will use the Credit Bureau Risk Score of the applicant contributing the highest percentage of the total qualifying income.

If only one score is available, or no score is available, Countrywide Home Loans will follow its limited credit guidelines. Under the limited credit guidelines, credit histories may be developed using rent verification from current and/or previous landlords, proof of payment to utilities such as telephone, or verification from other sources of credit or services for which the applicant has (or had) a regular financial obligation. In general, applications with the aforementioned type of credit documentation are limited to A- risk and 80% loan-to-value ratio. For applicants with established mortgage payment history of at least 12 months and one credit score or no credit score, the mortgage payment history may be used in lieu of a credit score to determine a risk grade.

Originators Other Than Countrywide Home Loans. The Mortgage Loans in the Mortgage Pool that were originated by Originators other than Countrywide Home Loans will have been originated in accordance with the underwriting guidelines of such other Originators for credit blemished mortgage loans, which will be referred to

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below as the underwriting guidelines. Generally, under the underwriting guidelines, the Originator reviews the applicant’s source of income, calculates the amount of income from sources indicated on the loan application or similar documentation, reviews the credit history of the applicant, calculates the debt service-to-income ratio to determine the applicant’s ability to repay the loan, reviews the type and use of the property being financed and reviews the property. The underwriting guidelines generally require that mortgage loans be underwritten in a standardized procedure which complies with applicable federal and state laws and regulations and requires the Originator’s underwriters to be satisfied that the value of the property being financed, as indicated by an appraisal and a review of the appraisal currently supports the outstanding loan balance.

The underwriting guidelines of such Originators are more flexible than the standards generally acceptable to Freddie Mac and Fannie Mae with regard to the borrower’s credit standing and repayment ability. While more flexible, the underwriting guidelines still place significant reliance on a borrower’s ability to repay; however the Originator generally may require lower loan-to-value ratios than for loans underwritten to Freddie Mac and Fannie Mae standards. Borrowers who qualify generally have payment histories and debt-to-income ratios which would not satisfy Freddie Mac and Fannie Mae underwriting guidelines and may have a record of major derogatory credit items such as outstanding judgments or prior bankruptcies. On a case-by-case basis, exceptions to the underwriting guidelines are made where compensating factors exist. Compensating factors usually include low loan-to-value ratio, low debt-to-income ratio, stable employment, length of time in the same residence, cash reserves and/or reduction in monthly debt service. It is expected that a significant portion of the Mortgage Loans in the mortgage pool will represent these exceptions.

The underwriting guidelines are primarily intended to assess the value of the mortgaged property and to evaluate the adequacy of the mortgaged property as collateral for the Mortgage Loan. In addition to the foregoing, the Originator considers, among other things, a mortgagor’s credit history, repayment ability and debt service-to-income ratio, as well as the type and use of the mortgaged property. The Mortgage Loans, in most cases, bear higher rates of interest than mortgage loans that are originated in accordance with Fannie Mae and Freddie Mac standards, which is likely to result in rates of delinquencies and foreclosures that are higher, and that may be substantially higher, than those experienced by portfolios of mortgage loans underwritten in a more traditional manner.

Each applicant completes an application which includes information with respect to the applicant’s liabilities, income, credit history, employment history and personal information. The applicable Mortgage Loans may have been underwritten using a full, limited or stated income documentation program. The underwriting guidelines generally require a credit report on each applicant from a credit reporting company. The report typically contains information relating to matters such as credit history with local and national merchants and lenders, installment debt payments and any record of defaults, bankruptcies, repossessions or judgments. In evaluating the credit quality of a borrower, the Originator typically utilizes the Credit Bureau Risk Score of that borrower. A discussion of Countrywide Home Loans’ method for determining the “Credit Bureau Risk Score” of a borrower is set forth under “—Countrywide Home Loans” above. Other Originators’ methods for determining a borrower’s Credit Bureau Risk Score may vary.

The property that is to secure a mortgage loan generally is appraised by a qualified independent appraiser. These appraisers inspect and appraise the subject property and verify that the property is in acceptable condition. Following each appraisal, the appraiser prepares a report which typically includes a market value analysis based on recent sales of comparable homes in the area and, when deemed appropriate, replacement cost analysis based on the current cost of constructing a similar home. Generally, all appraisals are required to conform to the Uniform Standards of Professional Appraisal Practice adopted by the Appraisal Standards Board of the Appraisal Foundation and are generally on forms acceptable to Fannie Mae and Freddie Mac. The underwriting guidelines generally require a review of the appraisal by a qualified employee of the Originator or by an appraiser retained by the Originator.

As a result of the underwriting guidelines, changes in the values of mortgaged properties may have a greater effect on the delinquency, foreclosure and loss experience on the Mortgage Loans than these changes would

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be expected to have on mortgage loans that are originated in a more traditional manner. No assurance can be given that the values of the related mortgaged properties have remained or will remain at the levels in effect on the dates of origination of the Mortgage Loans. In addition, there can be no assurance that the value of a mortgaged property estimated in any appraisal or review is equal to the actual value of that mortgaged property at the time of that appraisal or review.

Re-Underwriting of Mortgage Loans by Countrywide Home Loans. In connection with its acquisition of Mortgage Loans from the other Originators, with limited exception, Countrywide Home Loans reviewed those Mortgage Loans to determine whether they were underwritten in accordance with Countrywide Home Loans’ own underwriting guidelines. In the course of such review, Countrywide Home Loans assigned to each Mortgage Loan a credit grade category. A discussion of Countrywide Home Loans’ credit grade categories is set forth above under “—Countrywide Home Loans”.

SERVICING OF THE MORTGAGE LOANS

General

The Master Servicer will master service all of the Mortgage Loans in accordance with the terms set forth in the Pooling and Servicing Agreement. The Master Servicer has agreed to service and administer the mortgage loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders. The Master Servicer has also agreed to represent and protect the interest of the Trustee in the Mortgage Loans in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan. The Master Servicer is permitted to make a modification, waiver or amendment of a Mortgage Loan so long as the modification, waiver or amendment would comply with the general servicing standard described above, not cause any REMIC to fail to qualify as a REMIC, not result in the imposition of certain taxes and not extend the due date for a payment due on the related Mortgage Note for a period greater than 270 days. A modification, waiver or amendment may initially result in a reduction in the payments made under a Mortgage Loan, but it is expected that a modification, waiver or amendment will increase the payments made under the Mortgage Loan over the life of the Mortgage Loan.

The Master Servicer may perform any of its obligations under the Pooling and Servicing Agreement through one or more subservicers (including a special servicer). Notwithstanding any subservicing arrangement, the Master Servicer will remain liable for its servicing duties and obligations under the Pooling and Servicing Agreement as if the Master Servicer alone were servicing the Mortgage Loans.

Countrywide Home Loans Servicing LP

The principal executive offices of Countrywide Home Loans Servicing LP (“Countrywide Servicing”) are located at 7105 Corporate Drive, Plano, Texas 75024. Countrywide Servicing is a Texas limited partnership directly owned by Countrywide GP, Inc. and Countrywide LP, Inc., each a Nevada corporation and a direct wholly owned subsidiary of Countrywide Home Loans, Inc. Countrywide GP, Inc. owns a 0.1% interest in Countrywide Servicing and is the general partner. Countrywide LP, Inc. owns a 99.9% interest in Countrywide Servicing and is a limited partner.

Countrywide Home Loans established Countrywide Servicing in February 2000 to service mortgage loans originated by Countrywide Home Loans that would otherwise have been serviced by Countrywide Home Loans. In January and February, 2001, Countrywide Home Loans transferred to Countrywide Servicing all of its rights and obligations relating to mortgage loans serviced on behalf of Freddie Mac and Fannie Mae, respectively. In October 2001, Countrywide Home Loans transferred to Countrywide Servicing all of its rights and obligations relating to the bulk of its non-agency loan servicing portfolio (other than the servicing of home equity lines of credit), including with respect to those mortgage loans (other than home equity lines of credit) formerly serviced by Countrywide Home Loans and securitized by the Depositor or CWMBS, Inc., an affiliate of the Depositor. While Countrywide Home Loans expects to continue to directly service a portion of its loan portfolio, it is expected that the servicing rights for most newly originated Countrywide Home Loans mortgage loans will be transferred to Countrywide

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Servicing upon sale or securitization of the related mortgage loans. Countrywide Servicing is engaged in the business of servicing mortgage loans and will not originate or acquire loans, an activity that will continue to be performed by Countrywide Home Loans. In addition to acquiring mortgage servicing rights from Countrywide Home Loans, it is expected that Countrywide Servicing will service mortgage loans for non-Countrywide Home Loans affiliated parties as well as subservice mortgage loans on behalf of other master servicers.

In connection with the establishment of Countrywide Servicing, certain employees of Countrywide Home Loans became employees of Countrywide Servicing. Countrywide Servicing has engaged Countrywide Home Loans as a subservicer to perform certain loan servicing activities on its behalf.

Countrywide Servicing is an approved mortgage loan servicer for Fannie Mae, Freddie Mac, Ginnie Mae, HUD and VA and is licensed to service mortgage loans in each state where a license is required. Its loan servicing activities are guaranteed by Countrywide Financial Corporation and/or Countrywide Home Loans when required by the owner of the mortgage loans.

Countrywide Home Loans

Countrywide Home Loans is the sponsor for the transaction and also a seller. Countrywide Home Loans is a New York corporation and a direct wholly owned subsidiary of Countrywide Financial Corporation, a Delaware corporation (together with its subsidiaries, “Countrywide Financial”). The principal executive offices of Countrywide Home Loans are located at 4500 Park Granada, Calabasas, California 91302. Countrywide Home Loans is engaged primarily in the mortgage banking business, and as part of that business, originates, purchases, sells and services mortgage loans. Countrywide Home Loans originates mortgage loans through a retail branch system and through mortgage loan brokers and correspondents nationwide. Mortgage loans originated by Countrywide Home Loans are principally first-lien, fixed or adjustable rate mortgage loans secured by single-family residences.

Countrywide Home Loans has historically sold substantially all the mortgage loans that it has originated and purchased, generally through securitizations. Countrywide Home Loans does not always sell mortgage loans immediately after origination or acquisition, but may decide to sell certain mortgage loans in later periods as part of its overall management of interest rate risk. Countrywide Home Loans has been involved in the securitization of mortgage loans since 1969 when it was approved as a Federal National Mortgage Association seller/servicer. Countrywide Home Loans reviews the structure of its securitizations and discusses the structure with the related underwriters.

Except as otherwise indicated, reference in the remainder of this prospectus supplement to “Countrywide Home Loans” should be read to include Countrywide Home Loans and its consolidated subsidiaries, including Countrywide Servicing. Countrywide Home Loans services substantially all of the mortgage loans it originates or acquires. In addition, Countrywide Home Loans has purchased in bulk the rights to service mortgage loans originated by other lenders. Countrywide Home Loans has in the past and may in the future sell to mortgage bankers and other institutions a portion of its portfolio of loan servicing rights. As of December 31, 2002, December 31, 2003, December 31, 2004, December 31, 2005, December 31, 2006 and June 30, 2007, Countrywide Home Loans provided servicing for mortgage loans with an aggregate principal balance of approximately $452.405 billion, $644.855 billion, $838.322 billion, $1,111.090 billion, $1,298.394 billion and $1,415.472 billion, respectively, substantially all of which were being serviced for unaffiliated persons. As of December 31, 2006 and June 30, 2007, Countrywide Home Loans provided servicing for credit-blemished mortgage loans (excluding mortgage loans being subserviced by Countrywide Home Loans) with an aggregate principal balance of approximately $124.537 billion and $134.304 billion, respectively.

Mortgage Loan Production

The following table sets forth, by number and dollar amount of mortgage loans, the residential mortgage loan production of Countrywide Financial for the periods indicated.  

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	Consolidated Mortgage Loan Production
	Years Ended															Six Months Ended
	December 31,															June 30,
	2002			2003			2004			2005			2006			2007
	(Dollars in millions, except average loan amount)
Conventional Conforming Loans Number of Loans		993,538			1,509,925			826,914			776,479			723,933			524,469
Volume of Loans	$	149,072		$	234,526		$	134,762		$	159,561		$	149,095		$	105,505
Percent of Total Dollar Volume		59.2	%		53.9	%		37.1	%		32.2	%		32.2	%		43.0	%
Conventional Non-conforming Loans Number of Loans		283,536			562,389			529,192			866,476			730,511			299,575
Volume of Loans	$	62,665		$	138,006		$	144,663		$	235,614		$	211,841		$	95,661
Percent of Total Dollar Volume		24.9	%		31.7	%		39.9	%		47.6	%		45.8	%		39.0	%
FHA/VA Loans Number of Loans		157,626			196,063			105,562			80,555			89,753			58,275
Volume of Loans	$	19,093		$	24,402		$	13,247		$	10,714		$	13,093		$	9,224
Percent of Total Dollar Volume		7.6	%		5.6	%		3.6	%		2.2	%		2.8	%		3.8	%
Prime Home Equity Loans Number of Loans		316,049			453,817			587,046			728,252			716,353			324,775
Volume of Loans	$	11,650		$	18,103		$	30,893		$	44,850		$	47,876		$	21,135
Percent of Total Dollar Volume		4.6	%		4.2	%		8.5	%		9.1	%		10.4	%		8.6	%
Nonprime Mortgage Loans Number of Loans		63,195			124,205			250,030			278,112			245,881			73,202
Volume of Loans	$	9,421		$	19,827		$	39,441		$	44,637		$	40,596		$	13,602
Percent of Total Dollar Volume		3.7	%		4.6	%		10.9	%		9.0	%		8.8	%		5.6	%
Total Loans Number of Loans		1,813,944			2,846,399			2,298,744			2,729,874			2,506,431			1,280,296
Volume of Loans	$	251,901		$	434,864		$	363,006		$	495,376		$	462,501		$	245,127
Average Loan Amount	$	139,000		$	153,000		$	158,000		$	181,000		$	185,000		$	191,000
Non-Purchase Transactions(1)		66	%		72	%		51	%		53	%		55	%		60	%
Adjustable-Rate Loans(1)		14	%		21	%		52	%		53	%		46	%		31	%

(1)Percentage of total mortgage loan production (excluding commercial real estate loans) based on dollar volume.

For purposes of the table set forth above, the following terms have the following meanings:

Conventional Conforming Loans: prime credit quality, conventional, first-lien mortgage loans that qualify for inclusion in guaranteed mortgage securities backed by Fannie Mae or Freddie Mac.

Conventional Non-conforming Loans: prime credit quality, conventional, first-lien mortgage loans that do not qualify for inclusion in guaranteed mortgage securities backed by Fannie Mae or Freddie Mac.

FHA/VA Loans: loans that are insured or guaranteed by the Federal Housing Administration (“FHA”) or the Department of Veterans’ Affairs (“VA”).

Prime Home Equity Loans: prime credit quality second-lien mortgage loans, including home equity lines of credit.

Nonprime Mortgage Loans: first- and second-lien mortgage loans made to individuals with credit-blemished profiles.

Loan Servicing

The Master Servicer has established standard policies for the servicing and collection of mortgages. Servicing includes, but is not limited to:

(a)collecting, aggregating and remitting mortgage loan payments;

(b)accounting for principal and interest;

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(c)holding escrow (impound) funds for payment of taxes and insurance;

(d)making inspections as required of the mortgaged properties;

(e)preparation of tax related information in connection with the mortgage loans;

(f)supervision of delinquent mortgage loans;

(g)loss mitigation efforts;

(h)foreclosure proceedings and, if applicable, the disposition of mortgaged properties; and

(i)generally administering the mortgage loans, for which it receives servicing fees.

Billing statements with respect to mortgage loans are mailed monthly by the Master Servicer. The statement details all debits and credits and specifies the payment due. Notice of changes in the applicable loan rate is provided by the Master Servicer to the borrower with these statements.

Collection Procedures

When a borrower fails to make a payment on a mortgage loan, the Master Servicer attempts to cause the deficiency to be cured by corresponding with the borrower. In most cases, deficiencies are cured promptly. Pursuant to the Master Servicer’s servicing procedures, the Master Servicer generally mails to the borrower a notice of intent to foreclose after the loan becomes, in the case of a credit-blemished mortgage loan, 31 days past due (two payments due but not received), or in the case of a mortgage loan that is not a credit-blemished mortgage loan, 61 days past due (three payments due but not received) and in any case, generally within 59 days thereafter, if the loan remains delinquent, institutes appropriate legal action to foreclose on the mortgaged property. Foreclosure proceedings may be terminated if the delinquency is cured. Mortgage loans to borrowers in bankruptcy proceedings may be restructured in accordance with law and with a view to maximizing recovery of the loans, including any deficiencies.

Once foreclosure is initiated by the Master Servicer, a foreclosure tracking system is used to monitor the progress of the proceedings. The system includes state specific parameters to monitor whether proceedings are progressing within the time frame typical for the state in which the mortgaged property is located. During the foreclosure proceeding, the Master Servicer determines the amount of the foreclosure bid and whether to liquidate the mortgage loan.

If foreclosed, the mortgaged property is sold at a public or private sale and may be purchased by Countrywide Home Loans. After foreclosure, the Master Servicer may liquidate the mortgaged property and charge-off the loan balance which was not recovered through liquidation proceeds.

Servicing and charge-off policies and collection practices with respect to credit-blemished mortgage loans may change over time in accordance with, among other things, the Master Servicer’s business judgment, changes in the servicing portfolio and applicable laws and regulations.

Servicing Compensation and Payment of Expenses

The Master Servicer will be paid a monthly fee (the “Master Servicing Fee”) from collections with respect to each Mortgage Loan (as well as from any liquidation proceeds or Subsequent Recoveries) equal to one-twelfth of the Stated Principal Balance thereof multiplied by the Servicing Fee Rate. The “Servicing Fee Rate” for each Mortgage Loan will equal 0.50% per annum. The amount of the monthly Master Servicing Fee is subject to adjustment with respect to Mortgage Loans that are prepaid, as described in this prospectus supplement under —Adjustment to Master Servicing Fee in Connection With Certain Prepaid Mortgage Loans”.

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The Master Servicer is also entitled to receive, as additional servicing compensation, amounts in respect of interest paid on Principal Prepayments received during that portion of a Prepayment Period from the Due Date occurring during the Prepayment Period to the end of the Prepayment Period (“Prepayment Interest Excess”), all late payment fees, assumption fees and other similar charges (excluding prepayment charges), with respect to the Mortgage Loans, and all investment income earned on amounts on deposit in the Certificate Account and Distribution Account. The Master Servicer is obligated to pay certain ongoing expenses associated with the Mortgage Loans and incurred by the Trustee in connection with its responsibilities under the Pooling and Servicing Agreement.

Adjustment to Master Servicing Fee in Connection With Certain Prepaid Mortgage Loans

When a borrower prepays all or a portion of a Mortgage Loan between scheduled monthly payment dates (“Due Dates”), the borrower pays interest on the amount prepaid only to the date of prepayment. Principal Prepayments which are received between the related Due Date in the Prepayment Period and the end of the Prepayment Period reduce the Scheduled Payment of interest for the following Due Date but are included in a distribution that occurs on or prior to the distribution of the Scheduled Payment, and accordingly no shortfall in interest otherwise distributable to holders of the Certificates results. Conversely, Principal Prepayments received between the beginning of the Prepayment Period and the related Due Date in that Prepayment Period reduce the Scheduled Payment of interest for that Due Date and are included in a distribution that occurs on or after the distribution of the Scheduled Payment, and accordingly an interest shortfall (a “Prepayment Interest Shortfall”) could result. In order to mitigate the effect of any Prepayment Interest Shortfall on interest distributions to holders of the Certificates on any Distribution Date, one-half of the amount of the Master Servicing Fee otherwise payable to the Master Servicer for the month will, to the extent of the Prepayment Interest Shortfall, be deposited by the Master Servicer in the Certificate Account for distribution to holders of the Certificates entitled thereto on the Distribution Date. The amount of this deposit by the Master Servicer is referred to as “Compensating Interest” and will be reflected in the distributions to holders of the Certificates entitled thereto made on the Distribution Date on which the Principal Prepayments received would be distributed.

Advances

Subject to the following limitations, on the Business Day prior to each Distribution Date, the Master Servicer will be required to advance (an “Advance”) from its own funds, or funds in the Certificate Account that are not required to be distributed on the Distribution Date, on the Business Day immediately preceding the Distribution Date (a “Master Servicer Advance Date”), the sum of:

· an amount equal to the aggregate of payments of principal and interest on the Mortgage Loans (with the Mortgage Rate adjusted to a rate equal to the Mortgage Rate minus the Servicing Fee Rate (as so adjusted, the “Net Mortgage Rate”)) that were due on the related Due Date and delinquent on the related Determination Date; and

· an amount equivalent to interest (adjusted to the Net Mortgage Rate) deemed due on each Mortgage Loan (i) as to which the related Mortgaged Property has been acquired by the Master Servicer through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan (“REO Property”), which is calculated after taking into account any income from such Mortgaged Property or (ii) as to which the related Mortgaged Property has been liquidated but as to that Mortgage Loan a Final Recovery Determination has not been made.

Advances are intended to maintain a regular flow of scheduled interest and principal payments on the Certificates rather than to guarantee or insure against losses. The Master Servicer is obligated to make Advances to the extent that those Advances are, in its judgment, reasonably recoverable from future payments and collections or insurance payments or proceeds of liquidation of the related Mortgage Loan. If the Master Servicer determines on any Determination Date to make an Advance, that Advance will be included with the distribution to holders of the Certificates on the related Distribution Date. Any failure by the Master Servicer to make an Advance as required under the Pooling and Servicing Agreement will constitute an event of default thereunder, in which case the Trustee, as successor master servicer, or any other entity that is appointed as successor master servicer, will be obligated to

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make Advances in accordance with the terms of the Pooling and Servicing Agreement. An Advance will be reimbursed from the payments on the Mortgage Loan with respect to which the Advance was made. However, if an Advance is determined to be nonrecoverable and the Master Servicer delivers an officer’s certificate to the Trustee indicating that the Advance is nonrecoverable, the Master Servicer will be entitled to withdraw from the Certificate Account an amount equal to the nonrecoverable Advance. Reimbursement for Advances and nonrecoverable Advances will be made prior to distributions on the Certificates.

Certain Modifications and Refinancings

Countrywide Home Loans is permitted under the Pooling and Servicing Agreement to solicit borrowers for reductions to the Mortgage Rates of their respective Mortgage Loans. If a borrower requests a reduction to the Mortgage Rate for the related Mortgage Loan, the Master Servicer is required to agree to that reduction if (i) Countrywide Home Loans, in its corporate capacity, agrees to purchase that Mortgage Loan from the issuing entity and (ii) the Stated Principal Balance of such Mortgage Loan, when taken together with the aggregate of the Stated Principal Balances of all other Mortgage Loans in the same Loan Group that have been so modified since the Closing Date at the time of those modifications, does not exceed an amount equal to 5% of the aggregate initial Certificate Principal Balance of the related Certificates. Countrywide Home Loans will be obligated to purchase that Mortgage Loan upon modification of the Mortgage Rate by the Master Servicer for a price equal to the Purchase Price. Countrywide Home Loans will remit the Purchase Price to the Master Servicer for deposit into the Certificate Account within one Business Day of the purchase of that Mortgage Loan. Purchases of Mortgage Loans may occur when prevailing interest rates are below the Mortgage Rates on the Mortgage Loans and borrowers request modifications. Countrywide Home Loans will indemnify the Trust Fund against liability for any prohibited transactions taxes and related interest, additions or penalties incurred by any REMIC as a result of any such modification or purchase.

In addition, the Master Servicer may agree to modifications of a Mortgage Loan, including reductions in the related Mortgage Rate, if, among other things, it would be consistent with the customary and usual standards of practice of prudent mortgage loan servicers. Such modifications may occur in connection with workouts involving delinquent Mortgage Loans. Countrywide Home Loans is not obligated to purchase any such modified Mortgage Loans.

THE ISSUING ENTITY

In connection with the issuance of the Certificates, the Depositor has formed CWABS Asset-Backed Certificates Trust 2007-12, a common law trust created under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. CWABS Asset-Backed Certificates Trust 2007-12 is referred to in this prospectus supplement as the “issuing entity” and is referred to in the prospectus as the “Trust” or the “Trust Fund”. The Trustee serves as trustee of the issuing entity and acts on behalf of the issuing entity as the issuing entity does not have any directors, officers or employees. The fiscal year end of the issuing entity is December 31.

The issuing entity’s activities are limited to the transactions and activities entered into in connection with the securitization described in this prospectus supplement, and except for those activities, the issuing entity is not authorized and has no power to borrow money or issue debt, merge with another entity, reorganize, liquidate or sell assets or engage in any business or activities. Consequently, the issuing entity is not permitted to hold any assets, or incur any liabilities, other than those described in this prospectus supplement. Since the issuing entity is created pursuant to the Pooling and Servicing Agreement, the issuing entity and its permissible activities can only be amended or modified by amending the Pooling and Servicing Agreement.

Since the issuing entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a “business trust” for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the issuing entity would be characterized as a “business trust”.

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STATIC POOL DATA

Certain static pool data with respect to the delinquency, cumulative loss and prepayment data for Countrywide Home Loans is available online at http://www.countrywidedealsdata.com?CWDD=02200708. This static pool data is not deemed part of the prospectus or the registration statement of which the prospectus is a part to the extent that the static pool data relates to:

· prior securitized pools of Countrywide Home Loans that do not include the Mortgage Loans and that were established before January 1, 2006; or

· in the case of information regarding the Mortgage Loans, information about the Mortgage Loans for periods before January 1, 2006.

Delinquency data available at the foregoing web address has been calculated according to the OTS Method.

DESCRIPTION OF THE CERTIFICATES

General

The Certificates will be issued pursuant to the Pooling and Servicing Agreement. We summarize below the material terms and provisions pursuant to which the Certificates will be issued. The summaries are subject to, and are qualified in their entirety by reference to, the provisions of the Pooling and Servicing Agreement. When particular provisions or terms used in the Pooling and Servicing Agreement are referred to, the actual provisions (including definitions of terms) are incorporated by reference. We will file a final copy of the Pooling and Servicing Agreement after the issuing entity issues the Certificates.

The CWABS, Inc., Asset-Backed Certificates, Series 2007-12(the “Certificates”) will consist of: Class 1-A-1, Class 1-A-2, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 1-M-1, Class 2-M-1, Class 1-M-2, Class 2-M-2, Class 1-M-3, Class 2-M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class A-R, Class P and Class C Certificates.

When describing the Certificates in this prospectus supplement we use the following terms:

Designation	Class of Certificates
Class A Certificates:	Class 1-A and Class 2-A Certificates
Class 1-A Certificates:	Class 1-A-1 andClass 1-A-2 Certificates
Class 2-A Certificates:	Class 2-A-1, Class 2-A-2, Class 2-A-3 andClass 2-A-4 Certificates
Senior Certificates:	Class A and Class A-R Certificates
Class M Certificates or Subordinate Certificates:	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 Certificates:	Class 1-M-1 and Class 2-M-1 Certificates
Class M-2 Certificates:	Class 1-M-2 and Class 2-M-2 Certificates
Class M-3 Certificates:	Class 1-M-3 and Class 2-M-3 Certificates
Adjustable Rate Certificates or Swap Certificates:	Class A and Subordinate Certificates
Group 1 Certificates:	Class 1-A, Class 1-M-1, Class 1-M-2 and Class 1-M-3 Certificates
Group 2 Certificates:	Class 2-A, Class 2-M-1, Class 2-M-2 and Class 2-M-3 Certificates
Offered Certificates:	Class 1-A-1, Class 1-A-2, Class 2-A-1, Class 2-A-2, Class 2-A-3,Class 2-A-4, Class 1-M-1, Class 2-M-1, Class 1-M-2, Class 2-M-2, Class 1-M-3, Class 2-M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class A-R Certificates

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The Certificates are generally referred to as the following types:

Class	Type
Class 1-A-1 Certificates:	Super Senior/Adjustable Rate
Class 1-A-2 Certificates:	Senior Support/Adjustable Rate
Class 2-A Certificates:	Senior/Adjustable Rate
Subordinate Certificates:	Subordinate/Adjustable Rate
Class A-R Certificates:	Senior/REMIC Residual
Class P Certificates:	Prepayment Charges
Class C Certificates:	Residual

Generally:

· distributions of principal and interest on the Group 1 Certificates will be based on amounts available for distribution in respect of the Mortgage Loans in Loan Group 1;

· distributions of principal and interest on the Group 2 Certificates will be based on amounts available for distribution in respect of the Mortgage Loans in Loan Group 2;

· distributions of principal and interest on the Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates will be based on amounts available for distribution in respect of the Mortgage Loans in Loan Group 1 and Loan Group 2;

· distributions on the Class P and Class C Certificates, to the extent provided in the Pooling and Servicing Agreement, will be based on amounts available for distribution in respect of the Mortgage Loans in Loan Group 1 and Loan Group 2; and

· distributions on the Class A-R Certificates, to the extent provided in the Pooling and Servicing Agreement, will be based on amounts available for distribution in respect of the Mortgage Loans in Loan Group 1 and Loan Group 2.

Book-Entry Certificates; Denominations

The Offered Certificates (other than the Class A-R Certificates) will be book-entry certificates (the “Book-Entry Certificates”). The Class A-R Certificates will be issued as two certificates in fully registered certificated form. Persons acquiring beneficial ownership interests in the Book-Entry Certificates (“Certificate Owners”) may elect to hold their Book-Entry Certificates through the Depository Trust Company (“DTC”) in the United States, or Clearstream, Luxembourg or the Euroclear System (“Euroclear”), in Europe, if they are participants of these systems, or indirectly through organizations which are participants in these systems. Each class of Book-Entry Certificates will be issued in one or more certificates which equal the aggregate Certificate Principal Balance of the applicable class of the Book-Entry Certificates and will initially be registered in the name of Cede & Co., the nominee of DTC. Beneficial interests in the Book-Entry Certificates may be held in minimum denominations representing Certificate Principal Balances of $20,000 and integral multiples of $1 in excess thereof. Except as set forth under “Description of the Securities—Book-Entry Registration of the Securities” in the prospectus, no person acquiring a beneficial ownership interest in a Book-Entry Certificate (each, a “beneficial owner”) will be entitled to receive a physical certificate representing the person’s beneficial ownership interest in the Book-Entry Certificate (a “Definitive Certificate”). Unless and until Definitive Certificates are issued, it is anticipated that the only certificateholder of the Book-Entry Certificates will be Cede & Co., as nominee of DTC. Certificate Owners will not be certificateholders as that term is used in the Pooling and Servicing Agreement. Certificate Owners are only permitted to exercise their rights indirectly through the participating organizations that utilize the services of DTC, including securities brokers and dealers, banks and trust companies and clearing corporations and certain other organizations (“Participants”) and DTC. See “Description of the Securities—Book-Entry Registration of the Securities” in the prospectus.

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Glossary of Terms

The following terms have the meanings shown below to help describe the cash flow on the Certificates. The definitions are organized based on the context in which they are most frequently used. However, certain definitions may be used in multiple contexts.

General Definitions.

“Adjusted Mortgage Rate” with respect to each Mortgage Loan means the related Mortgage Rate less the Servicing Fee Rate.

“Adjusted Net Mortgage Rate” with respect to each Mortgage Loan means the related Mortgage Rate less the related Expense Fee Rate.

“Business Day” is any day other than:

(1)a Saturday or Sunday or

(2)a day on which banking institutions in the state of New York or California are required or authorized by law to be closed.

“Certificate Principal Balance” means for any class of Certificates (other than the Class C Certificates), the aggregate outstanding principal balance of all Certificates of the class, less:

(1)all amounts previously distributed to holders of Certificates of that class as scheduled and unscheduled payments of principal; and

(2)the Applied Realized Loss Amounts allocated to the class;

provided, however, that if Applied Realized Loss Amounts have been allocated to the Certificate Principal Balance of any class of Certificates, the Certificate Principal Balance thereof will be increased on each Distribution Date after the allocation of Applied Realized Loss Amounts, sequentially by class in the order of distribution priority, by the amount of Subsequent Recoveries for the related Loan Group or Loan Groups, collected during the related Due Period (if any) (but not by more than the amount of the Unpaid Realized Loss Amount for the class); provided further, however, that any amounts distributed to the classes of Class 1-A Certificates in respect of Subsequent Recoveries will be made sequentially to the Class 1-A-1 and Class 1-A-2 Certificates, in that order, in each case in an amount not to exceed the Unpaid Realized Loss Amount for such Class; provided further, however, that any amounts distributed to the classes of Class 2-A Certificates in respect of Subsequent Recoveries will be made concurrently on a pro rata basis according to their respective Certificate Principal Balances; and provided further, however, that any amounts distributed to the Classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal priority with each other (for example, the Class 1-M-3 and Class 2-M-3 Certificates) will be allocated concurrently on a pro rata basis according to their respective Unpaid Realized Loss Amounts.

After any allocation of amounts in respect of Subsequent Recoveries to the Certificate Principal Balance of a class of Certificates, a corresponding decrease will be made on the Distribution Date to the Unpaid Realized Loss Amount for that class or classes. Although Subsequent Recoveries, if any, will be allocated to increase the Certificate Principal Balance of a class of Certificates, the Subsequent Recoveries will be included in the applicable Principal Remittance Amount and distributed in the priority set forth below under “—Distributions—Distributions of Principal”. Therefore these Subsequent Recoveries may not be used to make any principal payments on the class or classes of Certificates for which the Certificate Principal Balances have been increased by allocation of Subsequent Recoveries. Additionally, holders of these Certificates will not be entitled to any payment in respect of interest that would have accrued on the amount of the increase in Certificate Principal Balance for any Accrual Period preceding the Distribution Date on which the increase occurs.

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“Distribution Date” means the 25th day of each month, or if the 25th day is not a Business Day, on the first Business Day thereafter, commencing in September 2007.

“Due Period” means with respect to any Distribution Date, the period beginning on the second day of the calendar month preceding the calendar month in which the Distribution Date occurs and ending on the first day of the month in which the Distribution Date occurs.

“Excess Proceeds” with respect to a liquidated Mortgage Loan, means the amount, if any, by which the sum of any Liquidation Proceeds and Subsequent Recoveries exceed the sum of (i) the unpaid principal balance of the Mortgage Loan plus (ii) accrued interest on the Mortgage Loan at the Mortgage Rate during each Due Period as to which interest was not paid or advanced on the Mortgage Loan.

“Final Recovery Determination” means a determination by the Master Servicer that it has received all proceeds it expects to receive with respect to the liquidation of a Mortgage Loan.

“Group 1 Distribution Percentage” means, with respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is equal to the Principal Remittance Amount for Loan Group 1 for that Distribution Date, and the denominator of which is equal to the sum of the Principal Remittance Amounts for Loan Group 1 and Loan Group 2 for that Distribution Date.

“Group 2 Distribution Percentage” means, with respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is equal to the Principal Remittance Amount for Loan Group 2 for that Distribution Date, and the denominator of which is equal to the sum of the Principal Remittance Amounts for Loan Group 1 and Loan Group 2 for that Distribution Date.

“Group Distribution Percentage” means, with respect to any Distribution Date, in the case of Loan Group 1, the Group 1 Distribution Percentage for that Distribution Date, and in the case of Loan Group 2, the Group 2 Distribution Percentage for that Distribution Date.

“Insurance Proceeds” means all proceeds of any insurance policy received prior to or in connection with a Final Recovery Determination (to the extent that the proceeds are not applied to the restoration of the property or released to the borrower in accordance with the Master Servicer’s normal servicing procedures), other than proceeds that represent reimbursement of the Master Servicer’s costs and expenses incurred in connection with presenting claims under the related insurance policy.

“Liquidation Proceeds” means any Insurance Proceeds and all other net proceeds received prior to or in connection with a Final Recovery Determination in connection with the partial or complete liquidation of a Mortgage Loan (whether through trustee’s sale, foreclosure sale or otherwise) or in connection with any condemnation or partial release of the related Mortgaged Property, together with the net proceeds received prior to or in connection with a Final Recovery Determination with respect to any Mortgaged Property acquired by the Master Servicer by foreclosure or deed in lieu of foreclosure in connection with a defaulted Mortgage Loan (other than the amount of the net proceeds representing Excess Proceeds and net of reimbursable expenses).

“Percentage Interest” with respect to any Certificate, means the percentage derived by dividing the denomination of the Certificate by the aggregate denominations of all Certificates of the applicable class.

“Record Date” means:

(1)in the case of the Adjustable Rate Certificates, the Business Day immediately preceding the Distribution Date, unless the Adjustable Rate Certificates are no longer book-entry certificates, in which case the Record Date will be the last Business Day of the month preceding the month of the Distribution Date, and

(2)in the case of the Class A-R Certificates, the last Business Day of the month preceding the month of the Distribution Date.

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“Subsequent Recoveries” means, with respect to any Mortgage Loan in respect of which a Realized Loss was incurred, any proceeds of the type described in the definitions of “Insurance Proceeds” and “Liquidation Proceeds” received in respect of the Mortgage Loan after a Final Recovery Determination (other than the amount of the net proceeds representing Excess Proceeds and net of reimbursable expenses).

Definitions related to Interest Calculations and Distributions.

“Accrual Period” for any Distribution Date and the Adjustable Rate Certificates, means the period from and including the preceding Distribution Date (or from and including the Closing Date in the case of the first Distribution Date) to and including the day prior to the current Distribution Date.

“Current Interest” with respect to each class of interest-bearing certificates and each Distribution Date means the interest accrued at the Pass-Through Rate for the applicable Accrual Period on the Certificate Principal Balance of the class immediately prior to the Distribution Date.

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

“Interest Carry Forward Amount,” with respect to each class of interest-bearing certificates and each Distribution Date, is the excess of:

(a)Current Interest for such class with respect to prior Distribution Dates over

(b)the amount actually distributed to such class with respect to interest on prior Distribution Dates.

“Interest Funds” means for any Loan Group and any Distribution Date, (1) the Interest Remittance Amount for that Loan Group and the Distribution Date, less (2) the portion of the Trustee Fee allocable to that Loan Group for the Distribution Date, plus (3) the Adjusted Replacement Upfront Amount, if any, allocable to that Loan Group for such Distribution Date.

“Interest Remittance Amount” means with respect to each Loan Group and any Distribution Date:

(a)the sum, without duplication, of:

(1)all scheduled interest collected during the related Due Period (other than Credit Comeback Excess Amounts (if any)), less the related Master Servicing Fees,

(2)all interest on prepayments, other than Prepayment Interest Excess,

(3)all Advances relating to interest,

(4)all Compensating Interest,

(5)all Liquidation Proceeds collected during the related Due Period (to the extent that the Liquidation Proceeds relate to interest), and

(6)all Seller Interest Shortfall Payments for that Distribution Date, less

(b)all Advances relating to interest and certain expenses reimbursed during the related Due Period,

in each case with respect to the Mortgage Loans in the Loan Group.

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“Net Rate Cap” for each Distribution Date means:

(i) with respect to each class of Group 1 Certificates, 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 that 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 and the Final Maturity Reserve Deposit with respect to that 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 that Distribution Date (other than a Swap Termination Payment due to a Swap Counterparty Trigger Event) and (y) a fraction, the numerator of which is the Interest Funds for Loan Group 1 for that Distribution Date, and the denominator of which is the Interest Funds for Loan Group 1 and Loan Group 2 for that Distribution Date, and the denominator of which is (b) 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 that Due Period),

(ii) with respect to each class of Group 2 Certificates, 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 that 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 and the Final Maturity Reserve Deposit with respect to that 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 that Distribution Date (other than a Swap Termination Payment due to a Swap Counterparty Trigger Event) and (y) a fraction, the numerator of which is the Interest Funds for Loan Group 2 for that Distribution Date, and the denominator of which is the Interest Funds for Loan Group 1 and Loan Group 2 for that Distribution Date, and the denominator of which is (b) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 as of the first day of the related Due Period (after giving effect to principal prepayments received during the Prepayment Period that ends during that Due Period), and

(iii) with respect to each class of Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, the weighted average of the Net Rate Caps for the Group 1 and Group 2 Certificates for that Distribution Date, weighted by an amount equal to the positive difference (if any) of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group as of the first day of the related Due Period (after giving effect to principal prepayments received during the Prepayment Period that ends during that Due Period), over the outstanding aggregate Certificate Principal Balance of the Group 1 and Group 2 Certificates, respectively, immediately prior to the related Distribution Date.

“Net Rate Carryover” for a class of interest-bearing certificates on any Distribution Date means the excess of:

(1)the amount of interest that the class would have accrued for the Distribution Date had the Pass-Through Rate for that class and the related Accrual Period not been calculated based on the applicable Net Rate Cap, over

(2)the amount of interest the class accrued on the Distribution Date based on the applicable Net Rate Cap,

plus the unpaid portion of this excess from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate, without giving effect to the applicable Net Rate Cap).

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“Pass-Through Margin” for each class of Adjustable Rate Certificates means the following:

	(1)			(2)
Class 1-A-1		0.740	%		1.480	%
Class 1-A-2		0.840	%		1.680	%
Class 2-A-1		0.350	%		0.700	%
Class 2-A-2		0.500	%		1.000	%
Class 2-A-3		0.800	%		1.600	%
Class 2-A-4		1.350	%		2.700	%
Class 1-M-1		0.970	%		1.455	%
Class 2-M-1		0.970	%		1.455	%
Class 1-M-2		1.150	%		1.725	%
Class 2-M-2		1.150	%		1.725	%
Class 1-M-3		1.360	%		2.040	%
Class 2-M-3		1.360	%		2.040	%
Class M-4		1.620	%		2.430	%
Class M-5		1.950	%		2.925	%
Class M-6		2.600	%		3.900	%
Class M-7		2.600	%		3.900	%
Class M-8		2.600	%		3.900	%
Class M-9		2.600	%		3.900	%

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

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

“Pass-Through Rate” means, with respect to each Accrual Period each class of Adjustable Rate Certificates, a per annum rate equal to the lesser of:

(1)One-Month LIBOR for the Accrual Period (calculated as described below under “ — Calculation of One-Month LIBOR”) plus the Pass-Through Margin for the class and Accrual Period, and

(2)the applicable Net Rate Cap for the related Distribution Date.

“Seller Interest Shortfall Payment” means, with respect to any Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date, an amount equal to one month’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of that Mortgage Loan.

“Trustee Fee Rate” means 0.009% per annum.

Definitions related to Principal Calculations and Distributions.

“Class 1-A Principal Distribution Amount” for any Distribution Date means the product of (x) the Class A Principal Distribution Target Amount and (y) a fraction, the numerator of which is the Principal Remittance Amount for Loan Group 1 and the denominator of which is the sum of the Principal Remittance Amounts for both Loan Groups.

“Class 2-A Principal Distribution Amount” for any Distribution Date means the product of (x) the Class A Principal Distribution Target Amount and (y) a fraction, the numerator of which is the Principal Remittance Amount for Loan Group 2 and the denominator of which is the sum of the Principal Remittance Amounts for both Loan Groups.

“Class A Principal Distribution Target Amount” for any Distribution Date means the excess of:

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(1)the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to the Distribution Date, over

(2)the lesser of (i) 55.40% 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.

“Cumulative Loss Trigger Event” with respect to any Distribution Date on or after the Stepdown Date, a Cumulative Loss Trigger Event is in effect if (x) the aggregate amount of Realized Losses on the Mortgage Loans from the Cut-off Date for each 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 the Distribution Date, of the Cut-off Date Pool Principal Balance, as set forth below:

Distribution Date	Percentage
September 2009 — August 2010	0.80% with respect to September 2009, plus an additional 1/12th of 0.95% for each month thereafter through August 2010
September 2010 — August 2011	1.75% with respect to September 2010, plus an additional 1/12th of 1.10% for each month thereafter through August 2011
September 2011 — August 2012	2.85% with respect to September 2011, plus an additional 1/12th of 0.90% for each month thereafter through August 2012
September 2012 — August 2013	3.75% with respect to September 2012, plus an additional 1/12th of 0.70% for each month thereafter through August 2013
September 2013 — August 2014	4.45% with respect to September 2013, plus an additional 1/12th of 0.15% for each month thereafter through August 2014
September 2014 and thereafter	4.60%

A “Delinquency Trigger Event” with respect to any Distribution Date on or after the Stepdown Date exists if the Rolling Sixty-Day Delinquency Rate for the Distribution Date equals or exceeds the product of (x) the Senior Enhancement Percentage for that Distribution Date and (y) the applicable percentage listed below for the most senior class of outstanding interest-bearing certificates:

Class	Percentage
A		30.00	%
M-1		33.79	%
M-2		36.86	%
M-3		48.83	%
M-4		53.73	%
M-5		60.82	%
M-6		72.32	%
M-7		78.71	%
M-8		88.03	%
M-9		94.23	%

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For the purposes of the definition of “Delinquency Trigger Event”, the Class A Certificates will be treated as a single class of Certificates, the Class M-1 Certificates will be treated as a single class of Certificates, the Class M-2 Certificates will be treated as a single class of Certificates and the Class M-3 Certificates will be treated as a single class of Certificates.

“Excess Overcollateralization Amount” for any Distribution Date, is the excess, if any, of the Overcollateralized Amount for the Distribution Date over the Overcollateralization Target Amount for the Distribution Date.

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

The “Final Maturity OC Trigger” will be in effect with respect to any Distribution Date on or after the Distribution Date in September 2027 if and for so long as the sum of (x) the amount on deposit in the Final Maturity Reserve Fund on that Distribution Date (including any Final Maturity Reserve Deposit made on the Distribution Date) and (y) the Overcollateralized Amount for that Distribution Date (calculated after giving effect to all distributions to be made prior to the time of determination) is less than the aggregate Stated Principal Balance of all Mortgage Loans with original terms to maturity of 40 years as of the Due Date occurring in the month of that Distribution Date (after giving effect to principal prepayments in the Prepayment Period ending in the same month as the Distribution Date).

“Group 1Overcollateralization Reduction Amount” for any Distribution Date is the Overcollateralization Reduction Amount for that Distribution Date multiplied by a fraction, the numerator of which is the Principal Remittance Amount for Loan Group 1 for that Distribution Date, and the denominator of which is the aggregate Principal Remittance Amount for Loan Group 1 and Loan Group 2 for that Distribution Date.

“Group 2Overcollateralization Reduction Amount” for any Distribution Date is the Overcollateralization Reduction Amount for that Distribution Date multiplied by a fraction, the numerator of which is the Principal Remittance Amount for Loan Group 2 for that Distribution Date, and the denominator of which is the aggregate Principal Remittance Amount for Loan Group 1 and Loan Group 2 for that Distribution Date.

“Initial Target Subordination Percentage” and “Stepdown Target Subordination Percentage” for any class of Subordinate Certificates means the respective percentages indicated in the following table:

	Initial Target Subordination Percentage			Stepdown Target Subordination Percentage
Class M-1		19.80	%		39.60	%
Class M-2		18.15	%		36.30	%
Class M-3		13.70	%		27.40	%
Class M-4		12.45	%		24.90	%
Class M-5		11.00	%		22.00	%
Class M-6		9.25	%		18.50	%
Class M-7		8.50	%		17.00	%
Class M-8		7.60	%		15.20	%
Class M-9		7.10	%		14.20	%

The Initial Target Subordination Percentages will not be used to calculate distributions on the Subordinate Certificates, but rather are presented in order to provide a better understanding of the credit enhancement provided by the Subordinate Certificates and the related overcollateralization amount. The Initial Target Subordination Percentage for any class of Subordinate Certificates is equal to a fraction, expressed as a percentage, the numerator of which is equal to the aggregate original Certificate Principal Balance of any class(es) of Certificates subordinate to the subject class plus the initial Overcollateralization Target Amount and the denominator of which is equal to the

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Cut-off Date Pool Principal Balance. For the purposes of the definition of “Initial Target Subordination Percentage” and “Stepdown Target Subordination Percentage”, (i) the Class 1-M-1 and Class 2-M-1 Certificates will be treated as a single class of Certificates having a Certificate Principal Balance equal to the aggregate Certificate Principal Balance of the Class 1-M-1 and Class 2-M-1 Certificates, (ii) the Class 1-M-2 and Class 2-M-2 Certificates will be treated as a single class of Certificates having a Certificate Principal Balance equal to the aggregate Certificate Principal Balance of the Class 1-M-2 and Class 2-M-2 Certificates and (iii) the Class 1-M-3 and Class 2-M-3 Certificates will be treated as a single class of Certificates having a Certificate Principal Balance equal to the aggregate Certificate Principal Balance of the Class 1-M-3 and Class 2-M-3 Certificates.

“OC Floor” means an amount equal to 0.50% of the Cut-off Date Pool Principal Balance.

“Overcollateralization Deficiency Amount” with respect to any Distribution Date means the amount, if any, by which the Overcollateralization Target Amount exceeds the Overcollateralized Amount on the 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 the Distribution Date).

“Overcollateralization Reduction Amount” for any Distribution Date is an amount equal to the lesser of (i) the Excess Overcollateralization Amount for the Distribution Date and (ii) the aggregate Principal Remittance Amount for Loan Group 1 and Loan Group 2 for the Distribution Date.

“Overcollateralization Target Amount” with respect to any Distribution Date means (a) prior to the Stepdown Date, an amount equal to 7.10% of the Cut-off Date Pool Principal Balance and (b) on or after the Stepdown Date, the greater of (i) an amount equal to 14.20% of the aggregate Stated Principal Balance of the Mortgage Loans for the current Distribution Date and (ii) the OC Floor; provided, however, that if a Trigger Event is in effect on any Distribution Date, the Overcollateralization Target Amount will be the Overcollateralization Target Amount as in effect for the prior Distribution Date.

“Overcollateralized Amount” for any Distribution Date means the amount, if any, by which (x) the aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date exceeds (y) the aggregate Certificate Principal Balance of the interest-bearing certificates as of the Distribution Date (after giving effect to distribution of the Principal Remittance Amounts to be made on the Distribution Date).

“Principal Distribution Amount” with respect to each Distribution Date and a Loan Group means the sum of:

(1)the Principal Remittance Amount for the Loan Group for the Distribution Date, less any portion of such Principal Remittance Amount used to cover any payment due to the Swap Counterparty (other than a Swap Termination Payment due to a Swap Counterparty Trigger Event) as a result of the Interest Funds for such Distribution Date being insufficient to make such payment, and

(2)the Extra Principal Distribution Amount for the Loan Group for the Distribution Date,

minus

(3)(a) the Group 1 Overcollateralization Reduction Amount for the Distribution Date, in the case of Loan Group 1, and (b) the Group 2 Overcollateralization Reduction Amount for the Distribution Date, in the case of Loan Group 2.

“Principal Remittance Amount” with respect to each Loan Group and any Distribution Date means:

(a)the sum, without duplication, of:

(1)the scheduled principal collected during the related Due Period or advanced with respect to the Distribution Date,

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(2)prepayments collected in the related Prepayment Period,

(3)the Stated Principal Balance of each Mortgage Loan that was repurchased by a Seller or purchased by the Master Servicer,

(4)the amount, if any, by which the aggregate unpaid principal balance of any Replacement Mortgage Loans delivered by Countrywide Home Loans in connection with a substitution of a Mortgage Loan is less than the aggregate unpaid principal balance of any Deleted Mortgage Loans, and

(5)all Liquidation Proceeds (to the extent that the Liquidation Proceeds relate to principal) and Subsequent Recoveries collected during the related Due Period,

less

(b)all Advances relating to principal and certain expenses reimbursed during the related Due Period,

in each case with respect to the Mortgage Loans in the Loan Group.

“Realized Loss” means with respect to any Mortgage Loan (i) as to which a Final Recovery Determination has been made, the excess of the Stated Principal Balance of the defaulted Mortgage Loan over the Liquidation Proceeds allocated to principal that have been received with respect to the defaulted Mortgage Loan on or at any time prior to the last day of the related Due Period during which the defaulted Mortgage Loan is liquidated or (ii) that was the subject of a Deficient Valuation, (a) 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 (b) 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 the Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

“Rolling Sixty-Day Delinquency Rate” with respect to any Distribution Date, means the average of the Sixty-Day Delinquency Rates for the Distribution Date and the two immediately preceding Distribution Dates (or in the case of the first Distribution Date, the Sixty-Day Delinquency Rate for such Distribution Date, or in the case of the second Distribution Date, the average of the Sixty-Day Delinquency Rates for the first and second Distribution Dates).

“Senior Enhancement Percentage” with respect to any Distribution Date on or after the Stepdown Date means a fraction (expressed as a percentage):

(1)the numerator of which is the excess of:

(a)the aggregate Stated Principal Balance of the Mortgage Loans for the preceding Distribution Date over

(b)(i) before the Certificate Principal Balances of the Class A Certificates have been reduced to zero, the sum of the Certificate Principal Balances of the Class A Certificates, or (ii) after the Certificate Principal Balances of the Class A Certificates have been reduced to zero, the Certificate Principal Balance of the most senior class of Subordinate Certificates outstanding, as of the preceding Master Servicer Advance Date, and

(2)the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans for the preceding Distribution Date.

“Sixty-Day Delinquency Rate” with respect to any Distribution Date on or after the Stepdown Date means a fraction, expressed as a percentage, the numerator of which is the sum of (i) the aggregate Stated Principal Balance

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for the Distribution Date of all Mortgage Loans 60 or more days delinquent as of the close of business on the last day of the calendar month preceding the Distribution Date (including Mortgage Loans in foreclosure, bankruptcy and REO Properties) and (ii) the aggregate Stated Principal Balance of all Mortgage Loans that were either repurchased from the issuing entity or for which a modification to the related Mortgage Note was made, in each case during the twelve calendar months immediately preceding the Distribution Date, and the denominator of which is the aggregate Stated Principal Balance for the Distribution Date of all Mortgage Loans. For the purposes of determining the Sixty-Day Delinquency Rate, delinquencies with respect to the Mortgage Loans will be recognized in accordance with the OTS Method.

“Stepdown Date” is the earlier to occur of:

(a)the Distribution Date following the Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates is reduced to zero, and

(b)the later to occur of (x) the Distribution Date in September 2010 and (y) the first Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates (after calculating anticipated distributions on the Distribution Date) is less than or equal to 55.40% of the aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date.

“Subordinate Class Principal Distribution Amount” for each class of Subordinate Certificates and Distribution Date means the excess of:

(1)the sum of:

(a)the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account distribution of the Class 1-A Principal Distribution Amount and Class 2-A Principal Distribution Amount for the Distribution Date),

(b)the aggregate Certificate Principal Balance of any classes of Subordinate Certificates that are senior to the subject class (in each case, after taking into account distribution of the Subordinate Class Principal Distribution Amount(s) for the senior class(es) of Certificates for the Distribution Date), and

(c)the Certificate Principal Balance of the subject class of Subordinate Certificates immediately prior to the Distribution Date over

(2)the lesser of (a) the product of (x) 100% minus the Stepdown Target Subordination Percentage for the subject class of Certificates and (y) the aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date and (b) the aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date minus the OC Floor;

provided, however, that if a class of Subordinate Certificates is the only class of Subordinate Certificates outstanding on the Distribution Date, that class will be entitled to receive the entire remaining Principal Distribution Amount for Loan Group 1 and Loan Group 2 until the Certificate Principal Balance thereof is reduced to zero. For the purposes of the definition of “Subordinate Class Principal Distribution Amount”, (i) the Class 1-M-1 and Class 2-M-1 Certificates will be treated as a single class of Certificates having a Certificate Principal Balance equal to the aggregate Certificate Principal Balance of the Class 1-M-1 and Class 2-M-1 Certificates, (ii) the Class 1-M-2 and Class 2-M-2 Certificates will be treated as a single class of Certificates having a Certificate Principal Balance equal to the aggregate Certificate Principal Balance of the Class 1-M-2 and Class 2-M-2 Certificates and (iii) the Class 1-M-3 and Class 2-M-3 Certificates will be treated as a single class of Certificates having a Certificate Principal Balance equal to the aggregate Certificate Principal Balance of the Class 1-M-3 and Class 2-M-3 Certificates.

“Trigger Event” is in effect with respect to any Distribution Date on or after the Stepdown Date if a Delinquency Trigger Event is in effect with respect to that Distribution Date or a Cumulative Loss Trigger Event is in effect with respect to that Distribution Date.

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“Unpaid Realized Loss Amount” means for any class of Certificates, (x) the portion of the aggregate Applied Realized Loss Amount previously allocated to that class remaining unpaid from prior Distribution Dates minus (y) any increase in the Certificate Principal Balance of that class due to the allocation of Subsequent Recoveries to the Certificate Principal Balance of that class.

Deposits to the Certificate Account

The Master Servicer will establish and initially maintain a certificate account (the “Certificate Account”) for the benefit of the Trustee on behalf of the certificateholders. The Master Servicer will initially establish the Certificate Account at Countrywide Bank, FSB, which is an affiliate of the Master Servicer. On a daily basis within two Business Days after receipt, the Master Servicer will deposit or cause to be deposited into the Certificate Account the following payments and collections received by it in respect to the Mortgage Loans after the Cut-off Date (other than any scheduled principal due on or prior to the Cut-off Date and any interest accruing prior to the Cut-off Date):

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

(2)all payments on account of interest (other than interest accruing on the Mortgage Loans prior to the Cut-off Date) on the Mortgage Loans, net of the related Master Servicing Fees on the Mortgage Loans and net of Prepayment Interest Excess,

(3)all Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries,

(4)all payments made by the Master Servicer in respect of Compensating Interest,

(5)all payments made by a Seller in connection with the repurchase of any Mortgage Loan due to the breach of certain representations, warranties or covenants by the Seller that obligates the Seller to repurchase the Mortgage Loan in accordance with the Pooling and Servicing Agreement,

(6)all payments made by the Master Servicer in connection with the purchase of any Mortgage Loans which are 150 days delinquent according to the OTS Method in accordance with the Pooling and Servicing Agreement,

(7)all prepayment charges paid by a borrower in connection with the full or partial prepayment of the related Mortgage Loan,

(8)any amount required to be deposited by the Master Servicer in connection with any losses on investment of funds in the Certificate Account,

(9)any amounts required to be deposited by the Master Servicer with respect to any deductible clause in any blanket hazard insurance policy maintained by the Master Servicer in lieu of requiring each borrower to maintain a primary hazard insurance policy,

(10)all amounts required to be deposited in connection with shortfalls in the principal amount of Replacement Mortgage Loans, and

(11)all Advances.

On the Business Day prior to the Master Servicer Advance Date in the month of the first Distribution Date, Countrywide Home Loans will remit to the Master Servicer, and the Master Servicer will deposit in the Certificate Account, the Seller Interest Shortfall Payments (if any) for the related Distribution Date. Prior to their deposit in the Certificate Account, payments and collections on the Mortgage Loans will be commingled with payments and collections on other mortgage loans and other funds of the Master Servicer. For a discussion of the risks that arise

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from the commingling of payments and collections, see “Risk Factors — Bankruptcy Or Insolvency May Affect The Timing And Amount Of Distributions On The Securities” in the prospectus.

Withdrawals from the Certificate Account

The Master Servicer may from time to time withdraw funds from the Certificate Account prior to the related Distribution Account Deposit Date for the following purposes:

(1)to pay to the Master Servicer the Master Servicing Fees on the Mortgage Loans to the extent not previously paid to or withheld by the Master Servicer (subject, in the case of Master Servicing Fees, to reduction as described above under “Servicing of the Mortgage Loans — Adjustment to Master Servicing Fee in Connection With Certain Prepaid Mortgage Loans”) and, as additional servicing compensation, assumption fees, late payment charges (excluding prepayment charges), net earnings on or investment income with respect to funds in or credited to the Certificate Account and the amount of Prepayment Interest Excess for the related Prepayment Period,

(2)to reimburse the Master Servicer and the Trustee for Advances, which right of reimbursement with respect to any Mortgage Loan pursuant to this clause (2) is limited to amounts received that represent late recoveries of payments of principal and/or interest on the related Mortgage Loan (or Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries with respect thereto) with respect to which the Advance was made,

(3)to reimburse the Master Servicer and the Trustee for any Advances previously made that the Master Servicer has determined to be nonrecoverable (and prior to the reimbursement, the Master Servicer will deliver to the Trustee an officer’s certificate indicating the amount of the nonrecoverable Advances and identifying the related Mortgage Loan(s), and their respective portions of the nonrecoverable Advances),

(4)to reimburse the Master Servicer from Insurance Proceeds for expenses incurred by the Master Servicer and covered by the related insurance policy,

(5)to pay to the Master Servicer any unpaid Master Servicing Fees and to reimburse it for any unreimbursed ordinary and necessary out-of-pocket costs and expenses incurred by the Master Servicer in the performance of its master servicing obligations including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any REO Property and (iv) maintaining any required insurance policies (“Servicing Advances”), which right of reimbursement pursuant to this clause (5) is limited to amounts received representing late recoveries of the payments of these costs and expenses (or Liquidation Proceeds, Subsequent Recoveries, purchase proceeds or repurchase proceeds with respect thereto),

(6)to pay to the applicable Seller or the Master Servicer, as applicable, with respect to each Mortgage Loan or Mortgaged Property acquired in respect thereof that has been purchased by that Seller or the Master Servicer from the issuing entity pursuant to the Pooling and Servicing Agreement, all amounts received thereon and not taken into account in determining the related Purchase Price of the purchased Mortgage Loan,

(7)after the transfer from the Certificate Account for deposit to the Distribution Account of the Interest Remittance Amount and the Principal Remittance Amount on the related Distribution Account Deposit Date, to reimburse the applicable Seller, the Master Servicer, the NIM Insurer or the Depositor for expenses incurred and reimbursable pursuant to the Pooling and Servicing Agreement,

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

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(9)to clear and terminate the Certificate Account upon termination of the Pooling and Servicing Agreement.

In addition, not later than 1:00 p.m. Pacific Time on the Business Day immediately preceding each Distribution Date (the “Distribution Account Deposit Date”), the Master Servicer will withdraw from the Certificate Account and remit to the Trustee the Prepayment Charges collected, the Interest Remittance Amount and the Principal Remittance Amount to the extent on deposit in the Certificate Account, and the Trustee will deposit the amount in the Distribution Account, as described below.

The Master Servicer is required to maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to clauses (1) through (6) above.

Deposits to the Distribution Account

The Trustee will establish and maintain a distribution account (the “Distribution Account”) on behalf of the certificateholders. The Trustee will, promptly upon receipt, deposit in the Distribution Account and retain therein:

(1)the aggregate amount remitted by the Master Servicer to the Trustee, and

(2)any amount required to be deposited by the Master Servicer in connection with any losses on investment of funds in the Distribution Account.

Withdrawals from the Distribution Account

The Trustee will withdraw funds from the Distribution Account for distribution to the certificateholders and remittances to the Swap Account and the Final Maturity Reserve Fund as described below under “ — Distributions” and may from time to time make withdrawals from the Distribution Account:

(1)to pay the Trustee Fee to the Trustee,

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

(3)to withdraw any amount deposited in the Distribution Account and not required to be deposited therein (which withdrawal may be at the direction of the Master Servicer through delivery of a written notice to the Trustee describing the amounts deposited in error),

(4)to reimburse the Trustee for any unreimbursed Advances, such right of reimbursement being limited to (x) amounts received on the related Mortgage Loans in respect of which any such Advance was made and (y) amounts not otherwise reimbursed to the Trustee pursuant to clause (2) under “—Withdrawals from the Certificate Account”,

(5)to reimburse the Trustee for any nonrecoverable Advance previously made by it, such right of reimbursement being limited to amounts not otherwise reimbursed to it pursuant to clause (3) under “—Withdrawals from the Certificate Account”, and

(6)to clear and terminate the Distribution Account upon the termination of the Pooling and Servicing Agreement.

There is no independent verification of the transaction accounts or the transaction activity with respect to the Distribution Account.

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Prior to each Determination Date, the Master Servicer is required to provide the Trustee a report containing the data and information concerning the Mortgage Loans that is required by the Trustee to prepare the monthly statement to certificateholders for the related Distribution Date. See “ — Reports to Certificateholders” in this prospectus supplement. The Trustee is not responsible for recomputing, recalculating or verifying the information provided to it by the Master Servicer in that report and will be permitted to conclusively rely on any information provided to it by the Master Servicer.

Investments of Amounts Held in Accounts

The Certificate Account and the Distribution Account. All funds in the Certificate Account and the Distribution Account will be invested in Permitted Investments at the direction of the Master Servicer, and all income and gain net of any losses realized from the investment will be for the benefit of the Master Servicer as additional servicing compensation and will be remitted to it monthly as described herein.

The amount of any losses incurred in the Certificate Account or the Distribution Account in respect of the investments will be deposited by the Master Servicer in the Certificate Account or paid to the Trustee for deposit into the Distribution Account out of the Master Servicer’s own funds immediately as realized. The Trustee will not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Certificate Account or the Distribution Account and made in accordance with the Pooling and Servicing Agreement.

The Carryover Reserve Fund and the Credit Comeback Excess Account. Funds in the Carryover Reserve Fund and in the Credit Comeback Excess Account may be invested in Permitted Investments, at the written direction of the majority holder of the Class C Certificates.

If the Trustee does not receive written directions regarding investment, it will invest all funds in the Carryover Reserve Fund and the Credit Comeback Excess Account in Permitted Investments. Any net investment earnings will be paid pro rata to the holders of the class of Certificates entitled to direct the investments of the amounts, in accordance with their Percentage Interests. Any losses incurred in the Carryover Reserve Fund or the Credit Comeback Excess Account in respect of the investments will be charged against amounts on deposit in the Carryover Reserve Fund (or the investments) or the Credit Comeback Excess Account (or the investments), as applicable, immediately as realized. The Trustee will not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Carryover Reserve Fund or the Credit Comeback Excess Account and made in accordance with the Pooling and Servicing Agreement.

The Swap Account. Funds in the Swap Account will not be invested.

The Final Maturity Reserve Fund. The Final Maturity Reserve Fund will be an asset of a separate trust referred to herein as the reserve fund trust. Funds in the Final Maturity Reserve Fund may be invested in permitted investments at the direction of the holders of the Class C Certificates. If the Trustee, on behalf of the reserve fund trust, does not receive written directions regarding investment, it will invest all funds in the Final Maturity Reserve Fund in The Bank of New York cash reserves. Any net investment earnings will be retained in the Final Maturity Reserve Fund until withdrawn upon the termination of the pooling and servicing agreement. Any losses incurred in the Final Maturity Reserve Fund in respect of the investment will be charged against amounts on deposit in the Final Maturity Reserve Fund (or the investments) immediately as realized. The trustee, on behalf of the reserve fund trust, will not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Final Maturity Reserve Fund and made in accordance with the pooling and servicing agreement.

The Swap Account

The Trustee, in its capacity as trustee of the swap trust, will establish and maintain a swap account (the “Swap Account”) on behalf of the holders of the Swap Certificates and the Swap Counterparty. With respect to each Distribution Date, the Trustee will deposit into the Swap Account any portion of the Interest Funds for Loan Group 1 and Loan Group 2 for that Distribution Date (and, if necessary, any portion of the Principal Remittance Amount for Loan Group 1 and Loan Group 2 for that Distribution Date) that are to be remitted to the Swap Contract

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Administrator for payment to the Swap Counterparty, as well as any amounts received from the Swap Contract Administrator in respect of the Swap Contract, each as described below under “ — The Swap Contract”. With respect to each Distribution Date, following the deposits to the Swap Account described in the preceding sentence, the Trustee will make a corresponding withdrawal from the Swap Account for remittance to the Swap Contract Administrator or distribution to the holders of the Swap Certificates, as the case may be depending on whether a Net Swap Payment is due to the Swap Counterparty or from the Swap Counterparty, as described below under “ — The Swap Contract”.

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Fees and Expenses

The following summarizes the related fees and expenses to be paid from the assets of the issuing entity and the source of payments for the fees and expenses:

Type / Recipient (1)	Amount	General Purpose	Source (2)	Frequency
Fees
Master Servicing Fee / Master Servicer	One-twelfth of the Servicing Fee Rate multiplied by the Stated Principal Balance of each Mortgage Loan (3)	Compensation	Collections with respect to each Mortgage Loan and any Liquidation Proceeds or Subsequent Recoveries	Monthly
Additional Servicing Compensation / Master Servicer	·   Prepayment Interest Excess (4)	Compensation	Interest collections with respect to certain prepaid Mortgage Loans	Time to time
	·   All late payment fees, assumption fees and other similar charges (excluding prepayment charges)	Compensation	Payments made by obligors with respect to the Mortgage Loans	Time to time
	·  All investment income earned on amounts on deposit in the Certificate Account and Distribution Account	Compensation	Investment income related to the Certificate Account and Distribution Account	Monthly
	·  Excess Proceeds (5)	Compensation	Liquidation Proceeds and Subsequent Recoveries with respect to each liquidated Mortgage Loan	Time to time
Trustee Fee (the “Trustee Fee”) / Trustee	One-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal Balance of the outstanding Mortgage Loans (6)	Compensation	Interest Remittance Amount	Monthly
Expenses
Net Swap Payments / Swap Counterparty	Net Swap Payments (7)	Expense	Interest Funds for Loan Group 1 and Loan Group 2 and, to the extent that Interest Funds are not sufficient, the Principal Remittance Amount for Loan Group 1 and Loan Group 2	Monthly
Swap Termination Payment / Swap Counterparty	The Swap Termination Payment to which the Swap Counterparty may be entitled in the event of an early termination of the Swap Contract	Expense	Interest Funds for Loan Group 1 and Loan Group 2 and, to the extent that Interest Funds are not sufficient, the Principal Remittance Amount for Loan Group 1 and Loan Group 2 (8)	Time to time
Insurance premiums / Mortgage Insurance Providers	Insurance premium(s) for Mortgage Loan(s) covered by lender-paid mortgage insurance policies	Expense	Interest collections on the related Mortgage Loan(s)	Monthly

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Type / Recipient (1) Amount General Purpose Source (2) Frequency

Insurance expenses / Master Servicer	Expenses incurred by the Master Servicer	Reimbursement of Expenses	To the extent the expenses are covered by an insurance policy with respect to the Mortgage Loan	Time to time
Servicing Advances / Master Servicer	To the extent of funds available, the amount of any Servicing Advances	Reimbursement of Expenses	With respect to each Mortgage Loan, late recoveries of the payments of the costs and expenses, Liquidation Proceeds, Subsequent Recoveries, purchase proceeds or repurchase proceeds for that Mortgage Loan (9)	Time to time
Indemnification expenses / the Sellers, the Master Servicer, the NIM Insurer and the Depositor	Amounts for which the Sellers, the Master Servicer, the NIM Insurer and Depositor are entitled to indemnification (10)	Indemnification	Amounts on deposit on the Certificate Account on any Distribution Account Deposit Date, following the transfer to the Distribution Account	Time to time

(1) If the Trustee succeeds to the position of Master Servicer, it will be entitled to receive the same fees and expenses of the Master Servicer described in this prospectus supplement. Any change to the fees and expenses described in this prospectus supplement would require an amendment to the Pooling and Servicing Agreement. See “ — Amendment” in this prospectus supplement.

(2) Unless otherwise specified, the fees and expenses shown in this table are paid (or retained by the Master Servicer in the case of amounts owed to the Master Servicer) prior to distributions on the Certificates.

(3) The Servicing Fee Rate for each Mortgage Loan will equal 0.50% per annum. The amount of the monthly Master Servicing Fee is subject to adjustment with respect to Mortgage Loans that are prepaid, as described in this prospectus supplement under “Servicing of the Mortgage Loans — Adjustment to Master Servicing Fee in Connection With Certain Prepaid Mortgage Loans”.

(4) Prepayment Interest Excess is described above in the prospectus supplement under “Servicing of the Mortgage Loans — Servicing Compensation and Payment of Expenses”.

(5) Excess Proceeds is described above in this prospectus supplement under “ — Glossary of Terms — General Definitions”.

(6) The Trustee Fee Rate will equal 0.009% per annum.

(7) The amount of any Net Swap Payment due to the Swap Counterparty with respect to any Distribution Date will be calculated as described under “Description of the Certificates — The Swap Contract”.

(8) Any Swap Termination Payment due to a Swap Counterparty Trigger Event will only be payable from excess cashflow as described under “Description of the Certificates — Overcollateralization Provisions”.

(9) Reimbursement of Servicing Advances for a Mortgage Loan is limited to the late recoveries of the payments of the costs and expenses, Liquidation Proceeds, Subsequent Recoveries, purchase proceeds or repurchase proceeds for that Mortgage Loan.

(10) Each of the Sellers, the Master Servicer, the NIM Insurer and the Depositor are entitled to indemnification of certain expenses as described in this prospectus supplement under “ — Certain Matters Regarding the Master Servicer, the Depositor, the Sellers and the NIM Insurer”.

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Distributions

General. Distributions on the Certificates will be made by the Trustee on each Distribution Date to the persons in whose names the Certificates are registered at the close of business on the Record Date.

Distributions will be made by check mailed to the address of the person entitled thereto as it appears on the Certificate Register or, in the case of any certificateholder that holds 100% of a class of Certificates or who holds a class of Certificates with an aggregate initial Certificate Principal Balance of $1,000,000 or more and that has so notified the Trustee in writing in accordance with the Pooling and Servicing Agreement, by wire transfer in immediately available funds to the account of the certificateholder at a bank or other depository institution having appropriate wire transfer facilities; provided, however, that the final distribution in retirement of the Certificates will be made only upon presentation and surrender of the Certificates at the Corporate Trust Office of the Trustee. On each Distribution Date, a holder of a Certificate will receive its Percentage Interest of the amounts required to be distributed with respect to the applicable class of Certificates.

On each Distribution Date, the Trustee will withdraw all prepayment charges in the Distribution Account and distribute them to the Class P Certificates.

Distributions of Interest. On each Distribution Date, the interest distributable with respect to the interest-bearing certificates is the interest which has accrued on the Certificate Principal Balance thereof immediately prior to that Distribution Date at the Pass-Through Rate during the applicable Accrual Period, and in the case of the Senior Certificates, any Interest Carry Forward Amount. For each class of Subordinate Certificates, any Interest Carry Forward Amount will be payable only from excess cashflow (if any) as and to the extent described under “ — Overcollateralization Provisions”.

All calculations of interest on the Adjustable Rate Certificates will be made on the basis of a 360-day year and the actual number of days elapsed in the applicable Accrual Period.

The Pass-Through Rates for the Adjustable Rate Certificates are variable rates that may change from Distribution Date to Distribution Date and are subject to increase after the Optional Termination Date. On each Distribution Date, the Pass-Through Rate for each class of interest-bearing certificates will be subject to the applicable Net Rate Cap. See the related definitions in “ — Glossary of Terms — Definitions related to Interest Calculations and Distributions” for a more detailed understanding as to how the Net Rate Cap is calculated, and applied to the Pass-Through Rate.

If on any Distribution Date, the Pass-Through Rate for a class of interest-bearing certificates is based on the applicable Net Rate Cap, each holder of the applicable Certificates will be entitled to receive the resulting shortfall only from remaining excess cashflow (if any) to the extent described in this prospectus supplement under “ — Overcollateralization Provisions”, and in the case of the Adjustable Rate Certificates, from payments (if any) allocated to the issuing entity in respect of the Swap Contract that are available for that purpose.

On each Distribution Date, the Interest Funds for that Distribution Date are required to be distributed in the following order, until those Interest Funds have been fully distributed:

(1)from the Interest Funds for both Loan Groups, pro rata based on the Interest Funds for each such Loan Group, to the Final Maturity Reserve Fund, the Final Maturity Reserve Deposit,

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

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(3)concurrently:

(a)from the Interest Funds for Loan Group 1, concurrently to each class of Class 1-A Certificates, the Current Interest and Interest Carry Forward Amount for each such class, pro rata based on their respective entitlements, and

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

(4)from the remaining Interest Funds for both Loan Groups, concurrently to each class of Class A Certificates, any remaining Current Interest and Interest Carry Forward Amount not paid pursuant to clauses 3(a) and 3(b) above, pro rata based on the Certificate Principal Balances thereof, to the extent needed to pay any Current Interest and Interest Carry Forward Amount for each such class. Interest Funds remaining after such allocation to pay any Current Interest and Interest Carry Forward Amount based on the Certificate Principal Balances of the Certificates will be distributed to each class of Class A Certificates with respect to which there remains any unpaid Current Interest and Interest Carry Forward Amount (after the distribution based on Certificate Principal Balances), pro rata based on the amount of such remaining unpaid Current Interest and Interest Carry Forward Amount,

(5)concurrently, from any remaining Interest Funds for Loan Group 1, to the Class 1-M-1 Certificates, and from any remaining Interest Funds for Loan Group 2, to the Class 2-M-1 Certificates, Current Interest for each such class; provided that if the remaining Interest Funds for Loan Group 1 and Loan Group 2 are insufficient to distribute all Current Interest to the Class 1-M-1 and Class 2-M-1 Certificates, then such remaining Interest Funds for Loan Group 1 and Loan Group 2 will be allocated between the Class 1-M-1 and Class 2-M-1 Certificates on the basis of the respective Group Distribution Percentages for that Distribution Date;

(6)concurrently, from any remaining Interest Funds for Loan Group 1, to the Class 1-M-2 Certificates, and from any remaining Interest Funds for Loan Group 2, to the Class 2-M-2 Certificates, Current Interest for each such class; provided that if the remaining Interest Funds for Loan Group 1 and Loan Group 2 are insufficient to distribute all Current Interest to the Class 1-M-2 and Class 2-M-2 Certificates, then such remaining Interest Funds for Loan Group 1 and Loan Group 2 will be allocated between the Class 1-M-2 and Class 2-M-2 Certificates on the basis of the respective Group Distribution Percentages for that Distribution Date;

(7)concurrently, from any remaining Interest Funds for Loan Group 1, to the Class 1-M-3 Certificates, and from any remaining Interest Funds for Loan Group 2, to the Class 2-M-3 Certificates, Current Interest for each such class; provided that if the remaining Interest Funds for Loan Group 1 and Loan Group 2 are insufficient to distribute all Current Interest to the Class 1-M-3 and Class 2-M-3 Certificates, then such remaining Interest Funds for Loan Group 1 and Loan Group 2 will be allocated between the Class 1-M-3 and Class 2-M-3 Certificates on the basis of the respective Group Distribution Percentages for that Distribution Date;

(8)from the remaining Interest Funds for both Loan Groups, sequentially:

(a)sequentially, to the Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, the Current Interest for that class, and

(b)any remainder as part of the Excess Cashflow to be allocated as described under “—Overcollateralization Provisions” below.

Distributions of Principal. The manner of distributing principal among the classes of Certificates will differ depending upon whether a Distribution Date occurs on or after the Stepdown Date and, on or after that date, whether a Trigger Event is in effect. Prior to the Stepdown Date or if a Trigger Event is in effect, all amounts

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distributable as principal on a Distribution Date will be allocated first to the related Senior Certificates, until those Senior Certificates are paid in full, before any distributions of principal are made on the Subordinate Certificates.

On any Distribution Date on or after the Stepdown Date and so long as no Trigger Event is in effect, instead of allocating all amounts distributable as principal on the Certificates to the Senior Certificates until those Senior Certificates are paid in full, a portion of those amounts distributable as principal will be allocated to the Subordinate Certificates. The amount allocated to each class of Certificates on or after the Stepdown Date and so long as no Trigger Event is in effect will be based on the targeted level of overcollateralization and subordination for each class of Certificates. After the Stepdown Date, if a Trigger Event is in effect, the priority of principal payments will revert to the distribution priority prior to the Stepdown Date. The amount to be distributed as principal on each Distribution Date are described in more detail under “ — Glossary of Terms — Definitions related to Principal Calculations and Distributions” in this prospectus supplement.

On each Distribution Date, the Principal Distribution Amount for each of Loan Group 1 and Loan Group 2 is required to be distributed as follows until such Principal Distribution Amount has been fully distributed (with the Principal Distribution Amount exclusive of the portion thereof consisting of the Extra Principal Distribution Amount being applied first and the Extra Principal Distribution Amount being applied thereafter):

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

(A)concurrently:

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

(a)concurrently, to the classes of Class 1-A Certificates, pro rata, until the Certificate Principal Balances thereof are reduced to zero, and

(b)to the classes of Class 2-A Certificates (after the distribution of the Principal Distribution Amount from Loan Group 2 as provided in clause (1)(A)(ii)(a) below), in the order described in clause (3) below, until the Certificate Principal Balances thereof are reduced to zero,

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

(a)to the classes of Class 2-A Certificates, in the order described in clause (3) below, until the Certificate Principal Balances thereof are reduced to zero, and

(b)concurrently, to the classes of Class 1-A Certificates (after the distribution of the Principal Distribution Amount from Loan Group 1 as provided in clause (1)(A)(i)(a) above), pro rata, until the Certificate Principal Balances thereof are reduced to zero,

(B)from the remaining Principal Distribution Amounts for both Loan Groups, sequentially:

(i)concurrently, to the Class 1-M-1 and Class 2-M-1 Certificates, pro rata on the basis of the respective Group Distribution Percentages for that Distribution Date, until their Certificate Principal Balances are reduced to zero;

(ii)concurrently, to the Class 1-M-2 and Class 2-M-2 Certificates, pro rata on the basis of the respective Group Distribution Percentages for that Distribution Date, until their Certificate Principal Balances are reduced to zero;

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(iii)concurrently, to the Class 1-M-3 and Class 2-M-3 Certificates, pro rata on the basis of the respective Group Distribution Percentages for that Distribution Date, until their Certificate Principal Balances are reduced to zero;

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

(v)any remainder as part of the Excess Cashflow to be allocated as described under “—Overcollateralization Provisions” below.

(2)For each Distribution Date on or after the Stepdown Date and so long as a Trigger Event is not in effect, from the Principal Distribution Amounts for both Loan Groups, sequentially:

(A) concurrently:

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

(a)concurrently, to the classes of Class 1-A Certificates, pro rata, until the Certificate Principal Balances thereof are reduced to zero, and

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

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

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

(b)concurrently, to the classes of Class 1-A Certificates (after the distribution of the Principal Distribution Amount from Loan Group 1 as provided in clause (2)(A)(i)(a) above), pro rata, until the Certificate Principal Balances thereof are reduced to zero,

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

(i)concurrently, to the Class 1-M-1 and Class 2-M-1 Certificates, pro rata on the basis of the respective Group Distribution Percentages for that Distribution Date, the Subordinate Class Principal Distribution Amount for the Class M-1 Certificates, until their Certificate Principal Balances are reduced to zero,

(ii)concurrently, to the Class 1-M-2 and Class 2-M-2 Certificates, pro rata on the basis of the respective Group Distribution Percentages for that Distribution Date, the Subordinate Class Principal Distribution Amount for the Class M-2 Certificates, until their Certificate Principal Balances are reduced to zero,

(iii)concurrently, to the Class 1-M-3 and Class 2-M-3 Certificates, pro rata on the basis of the respective Group Distribution Percentages for that Distribution Date, the Subordinate Class Principal Distribution Amount for the Class M-3 Certificates, until their Certificate Principal Balances are reduced to zero,

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

(v)any remainder as part of the Excess Cashflow to be allocated as described under “—Overcollateralization Provisions” below.

(3)On each Distribution Date on which any principal amounts are to be distributed to the Class 2-A Certificates, those amounts will be distributed, sequentially, to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero.

Residual Certificates. The Class A-R Certificates do not bear interest. The Class A-R Certificates will receive a distribution of $100 of principal on the first Distribution Date, after which their Certificate Principal Balance will equal zero. The $100 will be withdrawn from a reserve account established by the Trustee and funded by the Depositor on the Closing Date for the purposes of making distributions on the Class A-R and Class P Certificates. The Class A-R Certificates will remain outstanding for so long as the issuing entity will exist. In addition to the distribution of principal on the first Distribution Date, on each Distribution Date, the holders of the Class A-R Certificates, as provided in the Pooling and Servicing Agreement, will be entitled to receive any available funds remaining after payment of interest and principal on the Senior Certificates and on the Subordinate Certificates (as described above) and payments to the Swap Counterparty (each as described above) and the Class C Certificates (as provided in the Pooling and Servicing Agreement). It is not anticipated that there will be any significant amounts remaining for distribution to the Class A-R Certificates.

Overcollateralization Provisions

On the Closing Date, it is expected that the Cut-off Date Pool Principal Balance will exceed the initial aggregate Certificate Principal Balance of the interest-bearing certificates by approximately $103,659,056, which is approximately 7.10% of the Cut-off Date Pool Principal Balance.

The amount of overcollateralization is equal to the initial level of overcollateralization required by the Pooling and Servicing Agreement. The weighted average Adjusted Net Mortgage Rate for the Mortgage Loans is generally expected to be higher than the weighted average of the Pass-Through Rates on the interest-bearing certificates. As a result, interest collections on the Mortgage Loans are expected to exceed the amount of interest payable to the holders of the interest-bearing certificates and the related fees and expenses payable by the issuing entity. Any interest payments received in respect of the Mortgage Loans in a Loan Group or Loan Groups in excess of the amount that is needed to pay interest on the related Certificates and the issuing entity’s expenses related to that Loan Group (including any Net Swap Payments that may be payable to the Swap Counterparty) will be used to reduce the total Certificate Principal Balance of the Certificates, until the required level of overcollateralization has been maintained or restored. The excess cashflow, if any, will be applied on each Distribution Date as a payment of principal on the class or classes of Certificates then entitled to receive distributions in respect of principal, but only to the limited extent hereafter described. Thereafter, any remaining excess cashflow will be allocated to pay Net Rate Carryover and Unpaid Realized Loss Amounts in the priorities described below.

The “Excess Cashflow” with respect to any Distribution Date is the sum of (i) the amounts remaining as set forth in clause (8)(b) in “—Distributions — Distributions of Interest” and clause (1)(B)(v) or (2)(B)(v), as applicable, in “ — Distributions — Distributions of Principal” and (ii) the Overcollateralization Reduction Amount for that Distribution Date, if any.

With respect to any Distribution Date, any Excess Cashflow and, in the case of clauses 1 and 2 below and in the case of the payment of Unpaid Realized Loss Amounts pursuant to clause 3 below, any amounts in the Credit Comeback Excess Account and available for that Distribution Date (“Credit Comeback Excess Cashflow”), will be paid to the classes of Certificates in the following order, in each case first to the extent of the remaining Credit Comeback Excess Cashflow, if applicable, and second to the extent of the remaining Excess Cashflow:

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1.         to the class or classes of interest-bearing certificates then entitled to receive distributions in respect of principal, in an aggregate amount equal to the Extra Principal Distribution Amount for Loan Group 1 and Loan Group 2, payable as part of the related Principal Distribution Amount as described under “—Distributions—Distributions of Principal” above;

2.         concurrently, to each class of Class A Certificates, pro rata based on the Unpaid Realized Loss Amounts for those classes, in each case in an amount equal to the Unpaid Realized Loss Amount for the class;

3.         sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case, first in an amount equal to any Interest Carry Forward Amount for such class or classes, as applicable, and second in an amount equal to any Unpaid Realized Loss Amount for such class or classes, as applicable; provided, however, that any Interest Carry Forward Amount and Unpaid Realized Loss Amount distributed to the classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal priority with each other (for example, the Class 1-M-1 and Class 2-M-1 Certificates), will be made concurrently, on a pro rata basis based on (i) in the case of any Interest Carry Forward Amount, each such class’s respective Interest Carry Forward Amount, and (ii) in the case of any Unpaid Realized Loss Amount, each such class’s respective Unpaid Realized Loss Amount;

4.         to each class of interest-bearing certificates, pro rata based on the Certificate Principal Balances thereof, to the extent needed to pay any Net Rate Carryover for each such class; provided that any Excess Cashflow remaining after the allocation to pay Net Rate Carryover based on the Certificate Principal Balances of those Certificates will be distributed to each class of interest-bearing certificates with respect to which there remains any unpaid Net Rate Carryover (after the distribution based on Certificate Principal Balances), pro rata, based on the amount of the unpaid Net Rate Carryover;

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

6.         if and for so long as the Final Maturity OC Trigger is in effect, sequentially, in the following order: (i) to the classes of Class A Certificates, pro rata, based on the Class 1-A Principal Distribution Amount (in the case of clause (x)) and the Class 2-A Principal Distribution Amount (in the case of clause (y)), concurrently (x) concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates, pro rata, until the Certificate Principal Balances thereof are reduced to zero, and (y) sequentially, to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero; provided, however, that any amounts remaining after such allocation based on the Class 1-A Principal Distribution Amount and the Class 2-A Principal Distribution Amount will be distributed to the outstanding classes of Class 1-A Certificates or the outstanding classes of Class 2-A Certificates, as the case may be, pursuant to clause (x) or clause (y), as the case may be; and (ii) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case until the Certificate Principal Balance thereof is reduced to zero; provided, however, that any principal distributions to the classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal priority with each other (for example, the Class 1-M-1 and Class 2-M-1 Certificates) will be made concurrently, on a pro rata basis based on the respective Group Distribution Percentages for that Distribution Date;

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

8.         to the Class C and Class A-R Certificates, in each case in the amounts specified in the Pooling and Servicing Agreement.

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Following the distributions pursuant to the preceding paragraph, the Trustee will make certain distributions from the Swap Account, as described in further detail below under “ — The Swap Contract”.

The Swap Contract

Countrywide Home Loans has entered into an interest rate swap transaction with Lehman Brothers Special Financing Inc. (the “Swap Counterparty”), as evidenced by a confirmation between Countrywide Home Loans and the Swap Counterparty (the “Swap Contract”). On the Closing Date, pursuant to a “Swap Contract Assignment Agreement,” Countrywide Home Loans will assign its rights under the Swap Contract to The Bank of New York, as swap contract administrator (in such capacity, the “Swap Contract Administrator”). The Swap Contract is subject to certain ISDA definitions. Countrywide Home Loans, the Swap Contract Administrator and the Trustee (acting as trustee of the swap trust) will enter into a swap contract administration agreement (the “Swap Contract Administration Agreement”) pursuant to which the Swap Contract Administrator will allocate any payments received under the Swap Contract between the Trustee (acting as trustee of the swap trust) and Countrywide Home Loans as described below and pursuant to which the Swap Contract Administrator will remit to the Swap Counterparty any funds received from the Trustee (acting as trustee of the swap trust) for payment to the Swap Counterparty. Concurrently with the assignment of the Swap Contract, the Swap Contract Administrator and the Swap Counterparty will enter into a 1992 ISDA Master Agreement (Multicurrency - Cross Border) and Schedule (the “Schedule”) and Credit Support Annex (the “Credit Support Annex”) thereto (collectively, the “ISDA Master Agreement”). The Swap Contract will supplement, form part of, and be subject to the ISDA Master Agreement. The obligations of the Swap Counterparty will be fully and unconditionally guaranteed by Lehman Brothers Holdings Inc. (the “Swap Guarantor”) pursuant to a guaranty in favor of the Swap Contract Administrator (the “Swap Guaranty”).

With respect to any Distribution Date on or prior to the Swap Contract Termination Date, the amount payable by the Swap Contract Administrator to the Swap Counterparty under the Swap Contract will equal the product of:

(i)a fixed rate of 5.16% per annum,

(ii)the lesser of (a) the Swap Contract Notional Balance for the Distribution Date and (b) the aggregate Certificate Principal Balance of the Swap Certificates immediately prior to that Distribution Date, and

(iii)the number of days in the related calculation period (calculated on the basis of a 360-day year of twelve 30-day months), divided by 360.

With respect to any Distribution Date on or prior to the Swap Contract Termination Date, the amount payable by the Swap Counterparty to the Swap Contract Administrator under the Swap Contract will equal the product of:

(i)One-Month LIBOR (as determined by the Swap Counterparty),

(ii)the lesser of (a) the Swap Contract Notional Balance for the Distribution Date and (b) the aggregate Certificate Principal Balance of the Swap Certificates immediately prior to that Distribution Date, and

(iii)the actual number of days in the related calculation period, divided by 360.

With respect to any Distribution Date, the Swap Contract Administrator or the Swap Counterparty, as the case may be, will only be required to make a “Net Swap Payment” to the other party that is equal to the excess of the payment that it is obligated to make to the other party as described in the two preceding paragraphs over the payment that it is entitled to receive from that other party as described in the two preceding paragraphs. Any Net Swap Payment owed by the Swap Counterparty with respect to any Distribution Date will be payable on the business day preceding that Distribution Date, while any Net Swap Payment owed to the Swap Counterparty with respect to any Distribution Date will be payable on that Distribution Date.

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If a Net Swap Payment and/or a Swap Termination Payment (other than a Swap Termination Payment due to a Swap Counterparty Trigger Event) is payable to the Swap Counterparty with respect to any Distribution Date, the Trustee will deduct from Interest Funds for Loan Group 1 and Loan Group 2 the amount of such Net Swap Payment or Swap Termination Payment as described under clause (2) under “ — Distributions — Distributions of Interest” above (and to the extent that Interest Funds for Loan Group 1 and Loan Group 2 are insufficient, the Trustee will deduct from the Principal Remittance Amount for Loan Group 1 and Loan Group 2, pro rata on the basis of the respective Principal Remittance Amounts, any additional amounts necessary to make such Net Swap Payment and/or Swap Termination Payment due to the Swap Counterparty) and deposit the amount of such Net Swap Payment or Swap Termination Payment in the Swap Account maintained on behalf of the swap trust.

In the event that a Swap Termination Payment due to a Swap Counterparty Trigger Event is payable to the Swap Counterparty with respect to any Distribution Date, the Trustee will deduct from Excess Cashflow the amount of such Swap Termination Payment as described under clause (7) under “ — Overcollateralization Provisions —Excess Cashflow” above and remit such amount to the Swap Account maintained on behalf of the swap trust.

In the event that a Net Swap Payment is payable from the Swap Counterparty with respect to any Distribution Date, the Swap Contract Administrator will remit to the Trustee on behalf of the swap trust and for deposit into the Swap Account an amount equal to the sum of (a) any Current Interest and Interest Carry Forward Amounts with respect to the Swap Certificates, (b) any Net Rate Carryover with respect to the Swap Certificates and (c) any Unpaid Realized Loss Amounts with respect to the Swap Certificates, in each case that remain unpaid following distribution of the Interest Funds for Loan Group 1 and Loan Group 2 and the Excess Cashflow and Credit Comeback Excess Cashflow for the Distribution Date, as well as (d) any remaining Overcollateralization Deficiency Amount that remains following distribution of the Interest Funds for Loan Group 1 and Loan Group 2 and the Excess Cashflow and Credit Comeback Excess Cashflow for the Distribution Date. Any portion of any Net Swap Payment not remitted by the Swap Contract Administrator to the Trustee (acting as trustee of the swap trust) with respect to any Distribution Date will be remitted to Countrywide Home Loans and will not be available to make distributions in respect of any class of Certificates.

The Swap Counterparty will be an eligible counterparty for so long as its credit ratings (or the credit ratings of any related guarantor, if applicable) are at least equal to the S&P Required Ratings Threshold and the Moody’s Required Ratings Threshold. However, if the credit ratings of the Swap Counterparty (or any related guarantor, if applicable) fall below the S&P Approved Ratings Threshold or the Moody’s Approved Ratings Threshold and the Swap Counterparty chooses not to procure a guarantee of its payment obligations under the Swap Contract or transfer the Swap Contract to an eligible replacement counterparty, the Swap Counterparty may be required to pledge cash or other collateral in the form of securities to the Swap Contract Administrator with an aggregate value determined in accordance with the Credit Support Annex. Any collateral posted under the Credit Support Annex would be available to the Swap Contract Administrator as security in the case that an “event of default” or “additional termination event” occurs under the ISDA Master Agreement with respect to which the Swap Counterparty is the sole defaulting party or sole affected party, as applicable, and a Swap Termination Payment is payable from the Swap Counterparty. If the credit ratings of the Swap Counterparty (or any related guarantor, if applicable) fall below the S&P Required Ratings Threshold or the Moody’s Required Ratings Threshold, the Swap Counterparty may be obligated to pledge additional collateral. In such case, the Swap Counterparty would also be obligated to use commercially reasonable efforts to procure a guarantee of its payment obligations under the Swap Contract or transfer the Swap Contract to an eligible replacement counterparty at no cost to either the Swap Contract Administrator or the issuing entity. The failure of the Swap Counterparty to make such efforts or to procure such a guarantee or replacement would entitle the Swap Contract Administrator to declare an early termination of the Swap Contract as more fully described below. If the Swap Contract is terminated, Countrywide Home Loans will be required to assist the Swap Contract Administrator in procuring a replacement swap contract with terms that are substantially the same as those of the original Swap Contract.

In the event that a Swap Termination Payment is payable by the Swap Counterparty in connection with the termination of the original Swap Contract, that Swap Termination Payment will be used to pay any upfront amount in connection with the replacement swap contract, and any remaining portion of that Swap Termination Payment will be distributed to Countrywide Home Loans and will not be available for distribution on any class of Certificates. In the event that the swap counterparty in respect of a replacement swap contract pays any upfront amount to the Swap Contract Administrator in connection with entering into the replacement swap contract, if that

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upfront amount is received prior to the Distribution Date on which the Swap Termination Payment is due to the Swap Counterparty under the original Swap Contract, a portion of that upfront amount equal to the lesser of (x) that upfront amount and (y) the amount of the Swap Termination Payment due to the Swap Counterparty under the original Swap Contract (the “Adjusted Replacement Upfront Amount”) will be included in the Interest Funds for Loan Group 1 and Loan Group 2 on that Distribution Date, to be allocated between Loan Group 1 and Loan Group 2 pro rata based on their respective Interest Funds for that Distribution Date, and any upfront amount paid by the replacement swap counterparty in excess of the Adjusted Replacement Upfront Amount will be distributed to Countrywide Home Loans, Inc. If that upfront amount is received after the Distribution Date on which the Swap Termination Payment was due to the Swap Counterparty under the original Swap Contract, or in the event that the Swap Contract is terminated and no replacement swap contract can be procured on terms substantially the same as those of the original Swap Contract and a Swap Termination Payment was payable by the Swap Counterparty, that upfront amount or Swap Termination Payment payable by the Swap Counterparty, as the case may be, will be retained by the Swap Contract Administrator and remitted to the Trustee on behalf of the swap trust on subsequent Distribution Dates up to and including the Swap Contract Termination Date to cover the amounts described in clauses (a), (b), (c) and (d) of the preceding paragraph. Following the Swap Contract Termination Date, any remainder of an upfront amount paid by a replacement swap counterparty, or of a Swap Termination Payment paid by a Swap Counterparty, will be distributed to Countrywide Home Loans and will not be available to make distributions in respect of any class of Certificates.

Following the distributions of Excess Cashflow and Credit Comeback Excess Cashflow as described under “ — Overcollateralization Provisions —Excess Cashflow”, the Trustee, acting on behalf of the swap trust, will distribute all amounts on deposit in the Swap Account in the following order:

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

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

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

(4)sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case in an amount equal to any remaining Current Interest and Interest Carry Forward Amount for the class; provided, however, that any interest distributions to the classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal priority with each other (for example, the Class 1-M-1 and Class 2-M-1 Certificates) pursuant to this clause (4) will be made concurrently, on a pro rata basis based on each such class’s respective remaining Current Interest and Interest Carry Forward Amount;

(5)to the class or classes of Adjustable Rate Certificates then entitled to receive distributions in respect of principal, in an aggregate amount equal to the Overcollateralization Deficiency Amount remaining unpaid following the distribution of Excess Cashflow and Credit Comeback Excess Cashflow as described above under “ — Overcollateralization Provisions” payable in the same manner in which the Extra Principal Distribution Amount in respect of Loan Group 1 and Loan Group 2 would be distributed to such classes as described under “ — Overcollateralization Provisions — Excess Cashflow” above;

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

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

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(8)sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case in an amount equal to the remaining Unpaid Realized Loss Amount for the class; provided, however, that any Unpaid Realized Loss Amounts distributed to the classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal priority with each other (for example, the Class 1-M-1 and Class 2-M-1 Certificates) pursuant to this clause (8) will be made concurrently, on a pro rata basis based each such class’s respective Unpaid Realized Loss Amount; and

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

The “Swap Contract Notional Balance” for each Distribution Date is as described in the following table. In addition, the Distribution Date occurring in the last calendar month listed in the following table is the date through which the Swap Contract is scheduled to remain in effect and is referred to as the “Swap Contract Termination Date” for the Swap Contract.

Month of Distribution Date	Swap Contract Notional Balance ($)
September 2007		1,356,326,000
October 2007		1,351,005,091
November 2007		1,339,534,899
December 2007		1,326,128,424
January 2008		1,310,806,770
February 2008		1,293,599,351
March 2008		1,274,544,489
April 2008		1,254,300,111
May 2008		1,232,360,438
June 2008		1,208,797,282
July 2008		1,183,689,341
August 2008		1,157,260,827
September 2008		1,115,594,802
October 2008		1,086,796,987
November 2008		1,057,776,703
December 2008		1,028,367,041
January 2009		999,051,137
February 2009		969,689,735
March 2009		923,077,911
April 2009		897,017,930
May 2009		870,788,327
June 2009		844,805,780
July 2009		818,819,576
August 2009		793,165,641
September 2009		749,016,433
October 2009		726,974,617
November 2009		705,701,825
December 2009		685,022,839
January 2010		665,064,924
February 2010		645,657,552
March 2010		587,886,432
April 2010		572,547,210
May 2010		557,505,350
June 2010		542,983,316
July 2010		528,845,413
August 2010		515,184,875
September 2010		457,102,306
October 2010		446,586,815
November 2010		436,442,075
December 2010		426,555,717
January 2011		417,013,278
February 2011		407,708,162
March 2011		333,608,892
April 2011		327,113,145
May 2011		320,687,677
June 2011		314,485,165
July 2011		308,414,248
August 2011		302,551,518
September 2011		234,316,626
October 2011		228,833,273
November 2011		225,520,426
December 2011		222,256,440
January 2012		219,098,037
February 2012		215,977,416
March 2012		154,962,397
April 2012		90,544,613
May 2012		89,158,981
June 2012		87,816,518
July 2012		86,479,961
August 2012		85,177,504
September 2012		63,813,839
October 2012		62,880,498
November 2012		61,965,617
December 2012		61,040,747
January 2013		60,135,081
February 2013		59,218,534
March 2013		41,505,467
April 2013		40,997,548
May 2013		40,459,147
June 2013		39,930,915
July 2013		39,392,229
August 2013		38,865,253

A “Swap Termination Payment” is a termination payment required to be made by either the Swap Contract Administrator or the Swap Counterparty pursuant to the Swap Contract as a result of an early termination of the Swap Contract, as calculated pursuant to the early termination payment provisions of the ISDA Master Agreement.

The Swap Contract will be subject to early termination by the Swap Contract Administrator if at any time an “event of default” under the ISDA Master Agreement occurs and is continuing with respect to the Swap Counterparty (or any related guarantor, if applicable), in each case in accordance with the provisions of the ISDA Master Agreement. Events of default with respect to the Swap Counterparty (or any related guarantor, if applicable) include the following:

1.a failure to make a payment due under the Swap Contract, if such failure is not remedied on or before the first business day after notice of such failure is received,

2.a failure to comply with or perform any non-payment agreement or obligation to be complied with or performed in accordance with the ISDA Master Agreement, if such failure is not remedied

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on or before the thirtieth day after notice of such failure is received, including a failure of the Swap Counterparty, if its credit ratings no longer satisfy both the S&P Required Ratings Threshold and the Moody’s Required Ratings Threshold, to use commercially reasonable efforts to procure a guarantee of the Swap Counterparty’s payment obligations under the Swap Contract or transfer the Swap Contract to an eligible replacement counterparty,

3.if the credit ratings of the Swap Counterparty fall below the S&P Required Ratings Threshold for 10 or more business days or the Moody’s Required Ratings Threshold for 30 or more business days, a failure to post any collateral required under the Credit Support Annex and certain other events involving the termination or repudiation of the Credit Support Annex prior to the termination of the Swap Contract,

4.a breach of certain representations of the Swap Counterparty in the ISDA Master Agreement,

5.the occurrence or existence of (i) a default of the Swap Counterparty under one or more agreements or instruments relating to indebtedness in an aggregate amount of not less than 3% of the shareholders’ equity of Lehman Brothers Holdings Inc. which has resulted in the acceleration or potential acceleration of such indebtedness or (ii) a default by the Swap Counterparty under such agreement or instrument in making one or more payments on the due date thereof in an aggregate amount of not less than 3% of the shareholders’ equity of Lehman Brothers Holdings Inc. (after giving effect to any applicable notice requirement or grace period),

6.certain insolvency or bankruptcy events, and

7.a merger by the Swap Counterparty without an assumption of its obligations under the Swap Contract and the ISDA Master Agreement.

The Swap Contract will be subject to early termination by the Swap Counterparty if at any time an “event of default” under the ISDA Master Agreement occurs and is continuing with respect to the Swap Contract Administrator, in each case in accordance with the provisions of the ISDA Master Agreement. Events of default with respect to the Swap Contract Administrator include the following:

1.a failure to make a payment due under the Swap Contract, if such failure is not remedied on or before the first business day after notice of such failure is received,

2.if the Swap Counterparty has posted collateral under the Credit Support Annex because its credit ratings are below the S&P Approved Ratings Threshold or the Moody’s Approved Ratings Threshold, a failure by the Swap Contract Administrator to return any collateral as required under the Credit Support Annex if such failure is not remedied on or before the second business day after notice of such failure is received, and

3.certain insolvency or bankruptcy events of the Swap Contract Administrator or the issuing entity.

The Swap Contract will also be subject to early termination by either the Swap Counterparty or the Swap Contract Administrator if at any time a “termination event” under the ISDA Master Agreement occurs and is continuing, in each case in accordance with the provisions of the ISDA Master Agreement. Termination events include the following:

1.illegality (which generally relates to changes in law causing it to become unlawful for either party (or any related guarantor, in the case of the Swap Counterparty) to perform its obligations under the Swap Contract or guaranty, as applicable),

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2.a tax event (which generally relates to either party receiving a payment under the Swap Contract from which an amount has been deducted or withheld for or on account of taxes or paying an additional amount on account of an indemnifiable tax), and

3.a tax event upon merger (which generally relates to either party receiving a payment under the Swap Contract from which an amount has been deducted or withheld for or on account of taxes or paying an additional amount on account of an indemnifiable tax, in each case, resulting from a merger).

Finally, the Swap Contract will also be subject to early termination by the party indicated below if at any time an “additional termination event” under the ISDA Master Agreement occurs and is continuing with respect to the other party, in each case in accordance with the provisions of the ISDA Master Agreement:

1.by the Swap Counterparty, in the event of an amendment to the Pooling and Servicing Agreement that could reasonably be expected to have a material adverse effect on the Swap Counterparty without the prior written consent of the Swap Counterparty where such consent is required under the Pooling and Servicing Agreement,

2.by the Swap Contract Administrator, in the event that the credit ratings of the Swap Counterparty (or any related guarantor) fall below the S&P Approved Ratings Threshold or the Moody’s Approved Ratings Threshold (but such credit ratings are at least equal to the S&P Required Ratings Threshold or the Moody’s Required Ratings Threshold, as applicable) and the Swap Counterparty fails to post the required amount of collateral, or otherwise fails to comply with or perform any other obligation, under the Credit Support Annex,

3.by the Swap Contract Administrator, in the event that the credit ratings of the Swap Counterparty (or any related guarantor) fall below the S&P Required Ratings Threshold for 60 or more calendar days and the Swap Counterparty has failed to either procure a guarantee of the Swap Counterparty’s payment obligations under the Swap Contract or transfer the Swap Contract to an eligible replacement counterparty,

4.by the Swap Contract Administrator, in the event that the credit ratings of the Swap Counterparty (or any related guarantor) fall below the Moody’s Required Ratings Threshold for 30 or more business days and at least one eligible replacement counterparty has made an offer to be a replacement counterparty, and

5.by the Swap Contract Administrator, in the event of a failure by the Swap Counterparty to deliver any information, report, certification or accountants’ consent when and as required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1115(b)(1) or (b)(2) of Regulation AB with respect to certain reporting obligations of the Depositor with respect to the issuing entity, which continues unremedied for the time period provided in the ISDA Master Agreement, and the Swap Counterparty fails to transfer the Swap Contract at its sole cost and expense, in whole, but not in part, to a replacement counterparty that (i) has agreed to deliver any information, report, certification or accountants’ consent when and as required under the Exchange Act and Regulation AB with respect to certain reporting obligations of the Depositor and the issuing entity, (ii) satisfies any rating thresholds set forth in the ISDA Master Agreement, and (iii) is approved by the Depositor (which approval shall not be unreasonably withheld) and any Rating Agency, if applicable.

The “S&P Approved Ratings Threshold” means a short-term unsecured and unsubordinated debt rating from S&P of “A-1” or, if a short-term unsecured and unsubordinated debt rating from S&P is not available, a long-term unsecured and unsubordinated debt rating from S&P of “A+”. The “S&P Required Ratings Threshold” means a short-term unsecured and unsubordinated debt rating from S&P of “A-2” or, if a short-term unsecured and unsubordinated debt rating from S&P in not available, a long-term unsecured and unsubordinated debt rating from S&P of “BBB+”.

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The “Moody’s Approved Ratings Threshold” means a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1” or, if a short-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s is not available, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A1”. The “Moody’s Required Ratings Threshold” means a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2” or, if a short-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s is not available, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3”.

A “Swap Counterparty Trigger Event” means an event of default under the ISDA Master Agreement with respect to which the Swap Counterparty is the sole defaulting party or a termination event under the ISDA Master Agreement (other than illegality or a tax event) with respect to which the Swap Counterparty is the sole affected party.

The significance percentage for the Swap Contract is less than 10%. The “significance percentage” for the Swap Contract is the percentage that the significance estimate of the Swap Contract represents of the aggregate Certificate Principal Balance of the Swap Certificates. The “significance estimate” of the Swap Contract is determined based on a reasonable good-faith estimate of the maximum probable exposure of the Swap Contract, made in substantially the same manner as that used in Countrywide Home Loans’ internal risk management process in respect of similar instruments.

The Certificates do not represent an obligation of the Swap Counterparty, the Swap Guarantor or the Swap Contract Administrator. The holders of the Certificates are not parties to or beneficiaries under the Swap Contract, the Swap Guaranty or the Swap Contract Administration Agreement and will not have any right to proceed directly against the Swap Counterparty in respect of its obligations under the Swap Contract, against the Swap Guarantor in respect of its obligations under the Swap Guaranty or against the Swap Contract Administrator in respect of its obligations under the Swap Contract Administration Agreement.

The Swap Contract, the ISDA Master Agreement, the Swap Guaranty, the Swap Contract Assignment Agreement and the Swap Contract Administration Agreement will each be filed with the SEC as an exhibit to a Current Report on Form 8-K after the Closing Date.

The Swap Counterparty

Lehman Brothers Holdings Inc. (“LBHI”), was incorporated in December 29, 1983 and its principal executive offices are located at 745 Seventh Avenue, New York, New York, 10019 , telephone 212-526-7000. LBHI together with its consolidated subsidiaries (“Lehman Brothers”), is an innovator in global finance and serves the financial needs of institutional clients and individuals, corporations, municipalities and government entities worldwide. Lehman Brothers provides a vast array of equities and fixed income sales, trading and research, investment banking services and investment management and advisory services. LBHI is currently rated A+ by S&P and A1 by Moody’s for long-term senior debt and P-1 by Moody’s for short-term senior debt.

Lehman Brothers Special Financing Inc. (“LBSF”), a Delaware corporation and a wholly-owned subsidiary of Lehman Brothers Inc., which is a wholly-owned subsidiary of LBHI, is Lehman Brothers’ principal dealer in a broad range of OTC derivative products including interest rate, currency, credit and mortgage derivatives. LBSF benefits from a full guarantee by LBHI.

Calculation of One-Month LIBOR

For the initial Accrual Period, One-Month LIBOR will be 5.35000%. On the second LIBOR Business Day preceding the commencement of each subsequent Accrual Period for the Adjustable Rate Certificates (each such date, an “Interest Determination Date”), the Trustee will determine the London interbank offered rate for one-month United States dollar deposits (“One-Month LIBOR”) for the Accrual Period on the basis of such rate as it is quoted on the Bloomberg Terminal for that Interest Determination Date. If such rate is not quoted on the

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Bloomberg terminal (or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be reasonably selected by the Trustee), One-Month LIBOR for the applicable Accrual Period will be the Reference Bank Rate as defined in this prospectus supplement. If no such quotations can be obtained and no Reference Bank Rate is available, One-Month LIBOR will be the One-Month LIBOR applicable to the preceding Accrual Period. The “Reference Bank Rate” with respect to any Accrual Period, means 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 aggregate Certificate Principal Balance of all Adjustable Rate Certificates for the Accrual Period, 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 all Adjustable Rate Certificates for the Accrual Period. As used in this section, “LIBOR Business Day” means a day on which banks are open for dealing in foreign currency and exchange in London and New York City; and “Reference Banks” means leading banks selected by the Trustee and engaged in transactions in Eurodollar deposits in the international Eurocurrency market:

(1) with an established place of business in London,

(2) which have been designated as such by the Trustee and

(3) which are not controlling, controlled by, or under common control with, the Depositor, Countrywide Servicing or any successor Master Servicer.

The establishment of One-Month LIBOR on each Interest Determination Date by the Trustee and the Trustee’s calculation of the rate of interest applicable to the Adjustable Rate Certificates for the related Accrual Period will (in the absence of manifest error) be final and binding.

Carryover Reserve Fund

The Pooling and Servicing Agreement will require the Trustee to establish an account (the “Carryover Reserve Fund”), which is held in trust by the Trustee on behalf of the holders of the interest-bearing certificates. On the Closing Date, Countrywide Home Loans will deposit $1,000 in the Carryover Reserve Fund. The Carryover Reserve Fund will not be an asset of any REMIC.

On each Distribution Date, to the extent that Excess Cashflow is available as described under “ — Overcollateralization Provisions” above, the Trustee will deposit in the Carryover Reserve Fund (x) the amount needed to pay any Net Rate Carryover as described under “ — Overcollateralization Provisions” above and (y) an amount equal to the excess, if any, of (i) $1,000 over (ii) the amount of funds on deposit in the Carryover Reserve Fund following all other deposits to, and withdrawals from, the Carryover Reserve Fund on the Distribution Date (the “Required Carryover Reserve Fund Deposit”).

Credit Comeback Excess Account

The Pooling and Servicing Agreement will require the Trustee to establish a reserve account (the “Credit Comeback Excess Account”), which is held in trust by the Trustee on behalf of the holders of the interest-bearing certificates. The Credit Comeback Excess Account will not be an asset of any REMIC.

On each Distribution Date, the Trustee will deposit in the Credit Comeback Excess Account, all Credit Comeback Excess Amounts received during the related Due Period. On each Distribution Date, all such Credit Comeback Excess Amounts received during such period will be distributed to the interest-bearing certificates to restore overcollateralization and to cover any Unpaid Realized Loss Amounts as described under “ — Overcollateralization Provisions”. Any Credit Comeback Excess Amounts remaining after the application of

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such amounts as described under “ — Overcollateralization Provisions” will be distributed to the Class C Certificates and will not be available thereafter.

Final Maturity Reserve Fund

The trustee, on behalf of the reserve fund trust, will establish and maintain an account (the “Final Maturity Reserve Fund”), on behalf of the holders of the offered certificates. On the closing date, the depositor will deposit or cause to be deposited $1,000 in the Final Maturity Reserve Fund. The Final Maturity Reserve Fund will not be an asset of the issuing entity or of any REMIC.

On each Distribution Date beginning on the Distribution Date in September 2017 up to and including the Distribution Date in August 2037, if the aggregate Stated Principal Balance of the Mortgage Loans having an original term to maturity of 40 years as of the Due Date occurring in the month preceding the month of that Distribution Date (after giving effect to principal prepayments in the Prepayment Period related to that prior Due Date) is greater than the amount specified in the table entitled “40-Year Target Schedule” for that Distribution Date (the “40-Year Target”), the Trustee will deposit an amount equal to the Final Maturity Reserve Deposit for that Distribution Date into the Final Maturity Reserve Fund, until the amount on deposit in the Final Maturity Reserve Fund is equal to the Final Maturity Funding Cap.

The “Final Maturity Reserve Deposit” for any Distribution Date beginning on the Distribution Date in September 2017 up to and including the Distribution Date in August 2037 will equal the lesser of (a) one-twelfth of the product of (i) 0.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans having an original term to maturity of 40 years as of the Due Date occurring in the month preceding the month of that Distribution Date (after giving effect to principal prepayments in the Prepayment Period related to that prior Due Date) and (b) the excess of (i) the Final Maturity Funding Cap for that Distribution Date over (ii) the amount on deposit in the Final Maturity Reserve Fund immediately prior to that Distribution Date.

40-Year Target Schedule

Month of Distribution Date	40-Year Target ($)
September 2017		69,533,785
October 2017		68,570,057
November 2017		67,619,443
December 2017		66,681,767
January 2018		65,756,854
February 2018		64,844,531
March 2018		63,944,629
April 2018		63,056,979
May 2018		62,181,415
June 2018		61,317,774
July 2018		60,465,895
August 2018		59,625,619
September 2018		58,796,789
October 2018		57,979,250
November 2018		57,172,850
December 2018		56,377,437
January 2019		55,592,863
February 2019		54,818,982
March 2019		54,055,649
April 2019		53,302,721
May 2019		52,560,057
June 2019		51,827,519
July 2019		51,104,970
August 2019		50,392,274
September 2019		49,689,298
October 2019		48,995,910
November 2019		48,311,982
December 2019		47,637,384
January 2020		46,971,991
February 2020		46,315,678
March 2020		45,668,322
April 2020		45,029,802
May 2020		44,399,998
June 2020		43,778,793
July 2020		43,166,069
August 2020		42,561,713
September 2020		41,965,611
October 2020		41,377,650
November 2020		40,797,722
December 2020		40,225,716
January 2021		39,661,527
February 2021		39,105,047
March 2021		38,556,173
April 2021		38,014,802
May 2021		37,480,831
June 2021		36,954,161
July 2021		36,434,694
August 2021		35,922,330
September 2021		35,416,975
October 2021		34,918,533
November 2021		34,426,910
December 2021		33,942,015
January 2022		33,463,755
February 2022		32,992,042
March 2022		32,526,785
April 2022		32,067,899
May 2022		31,615,297
June 2022		31,168,892
July 2022		30,728,602
August 2022		30,294,344
September 2022		29,866,035
October 2022		29,443,596
November 2022		29,026,946
December 2022		28,616,007
January 2023		28,210,702
February 2023		27,810,954
March 2023		27,416,688
April 2023		27,027,829
May 2023		26,644,305
June 2023		26,266,042
July 2023		25,892,971
August 2023		25,525,019
September 2023		25,162,118
October 2023		24,804,199
November 2023		24,451,195
December 2023		24,103,038
January 2024		23,759,664
February 2024		23,421,007
March 2024		23,087,003
April 2024		22,757,590
May 2024		22,432,704
June 2024		22,112,284
July 2024		21,796,271
August 2024		21,484,603
September 2024		21,177,222
October 2024		20,874,070
November 2024		20,575,089
December 2024		20,280,223
January 2025		19,989,416
February 2025		19,702,612
March 2025		19,419,758
April 2025		19,140,799
May 2025		18,865,683

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Month of Distribution Date 40-Year Target ($)

June 2025	18,594,358
July 2025	18,326,772
August 2025	18,062,874
September 2025	17,802,614
October 2025	17,545,944
November 2025	17,292,813
December 2025	17,043,174
January 2026	16,796,979
February 2026	16,554,182
March 2026	16,314,736
April 2026	16,078,597
May 2026	15,845,718
June 2026	15,616,056
July 2026	15,389,566
August 2026	15,166,207
September 2026	14,945,934
October 2026	14,728,707
November 2026	14,514,483
December 2026	14,303,222
January 2027	14,094,884
February 2027	13,889,429
March 2027	13,686,817
April 2027	13,487,010
May 2027	13,289,970
June 2027	13,095,659
July 2027	12,904,040
August 2027	12,715,076
September 2027	12,528,731
October 2027	12,344,970
November 2027	12,163,757
December 2027	11,985,058
January 2028	11,808,838
February 2028	11,635,063
March 2028	11,463,701
April 2028	11,294,718
May 2028	11,128,083
June 2028	10,963,762
July 2028	10,801,725
August 2028	10,641,940
September 2028	10,484,377
October 2028	10,329,005
November 2028	10,175,795
December 2028	10,024,716
January 2029	9,875,741
February 2029	9,728,840
March 2029	9,583,985
April 2029	9,441,148
May 2029	9,300,302
June 2029	9,161,419
July 2029	9,024,473
August 2029	8,889,437
September 2029	8,756,285
October 2029	8,624,991
November 2029	8,495,531
December 2029	8,367,879
January 2030	8,242,010
February 2030	8,117,900
March 2030	7,995,525
April 2030	7,874,861
May 2030	7,755,885
June 2030	7,638,574
July 2030	7,522,905
August 2030	7,408,856
September 2030	7,296,404
October 2030	7,185,528
November 2030	7,076,206
December 2030	6,968,417
January 2031	6,862,140
February 2031	6,757,355
March 2031	6,654,040
April 2031	6,552,176
May 2031	6,451,743
June 2031	6,352,721
July 2031	6,255,091
August 2031	6,158,834
September 2031	6,063,932
October 2031	5,970,365
November 2031	5,878,116
December 2031	5,787,165
January 2032	5,697,497
February 2032	5,609,092
March 2032	5,521,934
April 2032	5,436,006
May 2032	5,351,290
June 2032	5,267,771
July 2032	5,185,431
August 2032	5,104,255
September 2032	5,024,226
October 2032	4,945,329
November 2032	4,867,549
December 2032	4,790,870
January 2033	4,715,276
February 2033	4,640,754
March 2033	4,567,288
April 2033	4,494,864
May 2033	4,423,467
June 2033	4,353,084
July 2033	4,283,700
August 2033	4,215,302
September 2033	4,147,877
October 2033	4,081,410
November 2033	4,015,889
December 2033	3,951,301
January 2034	3,887,632
February 2034	3,824,871
March 2034	3,763,005
April 2034	3,702,021
May 2034	3,641,907
June 2034	3,582,652
July 2034	3,524,243
August 2034	3,466,670
September 2034	3,409,919
October 2034	3,353,981
November 2034	3,298,843
December 2034	3,244,496
January 2035	3,190,927
February 2035	3,138,127
March 2035	3,086,084
April 2035	3,034,789
May 2035	2,984,230
June 2035	2,934,399
July 2035	2,885,284
August 2035	2,836,876
September 2035	2,789,165
October 2035	2,742,141
November 2035	2,695,795
December 2035	2,650,118
January 2036	2,605,101
February 2036	2,560,734
March 2036	2,517,008
April 2036	2,473,914
May 2036	2,431,444
June 2036	2,389,589
July 2036	2,348,341
August 2036	2,307,691
September 2036	2,267,631
October 2036	2,228,153
November 2036	2,189,249
December 2036	2,150,910
January 2037	2,113,129
February 2037	2,075,898
March 2037	2,039,210
April 2037	2,003,057
May 2037	1,967,432
June 2037	1,932,327
July 2037	1,897,735
August 2037	1,863,649

The “Final Maturity Funding Cap” for any Distribution Date beginning with the Distribution Date in September 2017 will equal the least of (i) the aggregate Certificate Principal Balance of the interest-bearing certificates immediately prior to that Distribution Date, (ii) the aggregate Stated Principal Balance of all outstanding Mortgage Loans with original terms to maturity of 40 years as of the first day of the related Due Period (after giving effect to principal prepayments received during the Prepayment Period that ends during that Due Period) and (iii) $37,468,071.

On each Distribution Date beginning on the Distribution Date in September 2027 up to and including the Distribution Date in August 2037, if and for so long as the Final Maturity OC Trigger is in effect with respect to that Distribution Date, Excess Cashflow will be applied to reduce the aggregate Certificate Principal Balance of the Certificates in the order described above under “—Overcollateralization Provisions”.

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On the Distribution Date in August 2037, all amounts on deposit in the Final Maturity Reserve Fund will be distributed as principal in the following order:

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

(2)concurrently, to the Class 1-M-1 and Class 2-M-1 Certificates, pro rata on the basis of their respective Certificate Principal Balances, until their respective Certificate Principal Balances are reduced to zero;

(3)concurrently, to the Class 1-M-2 and Class 2-M-2 Certificates, pro rata on the basis of their respective Certificate Principal Balances, until their respective Certificate Principal Balances are reduced to zero;

(4)concurrently, to the Class 1-M-3 and Class 2-M-3 Certificates, pro rata on the basis of their respective Certificate Principal Balances, until their respective Certificate Principal Balances are reduced to zero;

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

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

If the mortgage loans are purchased in connection with an optional termination of the issuing entity, the funds on deposit in the Final Maturity Reserve Fund will be distributed to the Class C Certificates above after application of the purchase price pursuant to the exercise of the optional termination.

Applied Realized Loss Amounts

If on any Distribution Date, after giving effect to the distributions described above, the aggregate Certificate Principal Balance of the interest-bearing certificates exceeds the aggregate Stated Principal Balance of the Mortgage Loans, the amount of the excess will be applied sequentially to reduce the Certificate Principal Balances of the Class M-9, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1 Certificates, in that order, in each case until the Certificate Principal Balance of the class has been reduced to zero. Any such excess that is allocated to the classes of Class M-1, Class M-2 and Class M-3 Certificates that are of equal priority with each other (for example, the Class 1-M-3 and Class 2-M-3 Certificates) will be allocated concurrently on a pro rata basis based on the Realized Losses from the respective Loan Groups for the related Due Period. After the Certificate Principal Balances of the Subordinate Certificates have been reduced to zero, (i) if the aggregate Certificate Principal Balance of the Class 1-A Certificates exceeds the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1, the amount of such excess will be applied sequentially to reduce the Certificate Principal Balances of the Class 1-A-2 and Class 1-A-1 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero, and (ii) if the aggregate Certificate Principal Balance of the Class 2-A Certificates exceeds the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2, the amount of such excess will be applied to reduce the Certificate Principal Balance of each class of Class 2-A Certificates, pro rata, until the Certificate Principal Balances of such classes have been reduced to zero. A reduction described in this paragraph is referred to as an “Applied Realized Loss Amount”.

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If the Certificate Principal Balance of a class of Certificates has been reduced through the application of Applied Realized Loss Amounts as described above, interest will accrue on the Certificate Principal Balance as so reduced unless the Certificate Principal Balance is subsequently increased due to the allocation of Subsequent Recoveries to the Certificate Principal Balance of the class as described in the definition of “Certificate Principal Balance” described in this prospectus supplement under “ — Glossary of Terms — General Definitions ”.

Reports to Certificateholders

On each Distribution Date, the Trustee will forward by first class mail to each certificateholder, the Master Servicer and the Depositor a statement generally setting forth, among other information:

(1)the amount of the related distribution to holders of the Certificates allocable to principal, separately identifying:

(a)the aggregate amount of any Principal Prepayments included therein, and

(b)the aggregate of all Scheduled Payments of principal included therein,

(2)the amount of the distribution to holders of the Certificates allocable to interest,

(3)the Interest Carry Forward Amounts for each class of Certificates (if any),

(4)the Certificate Principal Balance of each class of Certificates after giving effect to (i) all distributions allocable to principal on the Distribution Date, (ii) the allocation of any Applied Realized Loss Amounts for the Distribution Date and (iii) the allocation of any Subsequent Recoveries for the Distribution Date,

(5)the aggregate Stated Principal Balance of the Mortgage Loans in each Loan Group for the following Distribution Date,

(6)the amount of the Master Servicing Fees paid to or retained by the Master Servicer for the related Due Period,

(7)the Pass-Through Rate for each class of Certificates for the Distribution Date,

(8)the amount of Advances for each Loan Group included in the distribution on the Distribution Date,

(9)the number and aggregate principal amounts of Mortgage Loans in each Loan Group:

(a)delinquent (exclusive of Mortgage Loans in foreclosure):

30 to 59 days,

60 to 89 days and

90 or more days, and

(b)in foreclosure and delinquent:

30 to 59 days,

60 to 89 days and

90 or more days,

in each case calculated in accordance with the OTS Method as of the close of business on the last day of the calendar month preceding the Distribution Date,

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(10)with respect to any Mortgage Loan in each Loan Group that became an REO Property during the preceding calendar month, the loan number and Stated Principal Balance for the Distribution Date of the Mortgage Loan and the date of acquisition thereof,

(11)the Rolling Sixty-Day Delinquency Rate for the Distribution Date,

(12)whether a Trigger Event is in effect,

(13)whether the Final Maturity OC Trigger is in effect,

(14)the amount on deposit in the Final Maturity Reserve Fund, and the amount of deposits into, and distributions from, the Final Maturity Reserve Fund for the Distribution Date,

(15)the total number and Stated Principal Balance of any REO Properties in each Loan Group as of the close of business on the Determination Date preceding the Distribution Date,

(16)any Net Rate Carryover paid and all remaining Net Rate Carryover remaining on each class of Certificates on the Distribution Date,

(17)the amount of any Net Swap Payment and any Swap Termination Payment (a) payable to the Swap Counterparty with respect to that Distribution Date or (b) payable to the Swap Contract Administrator for the Distribution Date and allocated to the swap trust,

(18)the amount of Applied Realized Loss Amounts and Subsequent Recoveries, if any, applied to each class of Certificates for the Distribution Date, and

(19)all payments made by the Master Servicer in respect of Compensating Interest for the Distribution Date.

The monthly statement is prepared by the Trustee based on information provided by the Master Servicer. The Trustee is not responsible for recomputing, recalculating or verifying the information provided to it by the Master Servicer and will be permitted to conclusively rely on any information provided to it by the Master Servicer. The report to certificateholders may include additional or other information of a similar nature to that specified above.

The Trustee may, at its option, make the statements described above available to certificateholders on the Trustee’s website (assistance in using the website service may be obtained by calling the Trustee’s customer service desk at (800) 254-2826). In addition, within 60 days after the end of each calendar year, the Trustee will prepare and deliver to each certificateholder of record during the previous calendar year a statement containing information necessary to enable certificateholders to prepare their tax returns. The statements will not have been examined and reported upon by an independent public accountant.

Amendment

The Pooling and Servicing Agreement may be amended by the Depositor, the Master Servicer, the Sellers and the Trustee, with the consent of the NIM Insurer but without the consent of any of the certificateholders, for any of the purposes set forth under “The Agreements — Amendment” in the prospectus. In addition, the Pooling and Servicing Agreement may be amended by the Depositor, the Master Servicer, the Sellers, the Trustee and the holders of a majority in interest of each class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the certificateholders; provided, however, that no amendment may:

(1)reduce in any manner the amount of, or delay the timing of, payments required to be distributed on any Certificate without the consent of the holder of the Certificate,

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(2)adversely affect in any material respect the interests of the holders of any class of Certificates in a manner other than as set forth in clause (1) above, without the consent of the holders of Certificates of the class evidencing, as to that class, Percentage Interests aggregating 66%, or

(3)reduce the aforesaid percentage of aggregate outstanding principal amounts of Certificates of each class, the holders of which are required to consent to an amendment, without the consent of the holders of all Certificates of the class.

No amendment to the Pooling and Servicing Agreement may adversely affect in any material respect the Swap Counterparty without at least ten Business Days’ prior notice to the Swap Counterparty and without the prior written consent of the Swap Counterparty, which consent may not be unreasonably withheld.

Voting Rights

As of any date of determination:

· the Class P, Class C and Class A-R Certificates will each be allocated 1% of all voting rights in respect of the Certificates (collectively, the “Voting Rights”) (for a total of 3% of the Voting Rights), and

· the other classes of Certificates will be allocated the remaining Voting Rights in proportion to their respective outstanding Certificate Principal Balances.

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

Optional Purchase of Defaulted Loans

As to any Mortgage Loan that is delinquent in payment by 150 days or more according to the OTS Method, the Master Servicer may, at its option but subject to certain conditions specified in the Pooling and Servicing Agreement, purchase the Mortgage Loan at a price equal to 100% of the Stated Principal Balance thereof plus accrued interest thereon at the applicable Net Mortgage Rate from the date through which interest was last paid by the related borrower or advanced to the first day of the month in which the amount is to be distributed to certificateholders. The Master Servicer must exercise this right, if at all, on or before the last day of the calendar month in which the related Mortgage Loan became 150 days delinquent. The Master Servicer may enter into an agreement with a third party, which may be a certificateholder, granting that party the right to direct the Master Servicer to exercise its right to purchase those defaulted Mortgage Loans and requiring that party to purchase those Mortgage Loans from the Master Servicer.

Events of Default; Remedies

Events of Default will consist of:

(1)any failure by the Master Servicer to deposit in the Certificate Account or the Distribution Account the required amounts or remit to the Trustee any payment (including an Advance required to be made under the terms of the Pooling and Servicing Agreement) which continues unremedied for five calendar days (or in the case of an Advance, one Business Day) after written notice of the failure shall have been given to the Master Servicer by the Trustee, the NIM Insurer or the Depositor, or to the Trustee, the NIM Insurer and the Master Servicer by the holders of Certificates evidencing not less than 25% of the Voting Rights,

(2)any failure by the Master Servicer to observe or perform in any material respect any other of its covenants or agreements, or any breach of a representation or warranty made by the Master Servicer, in the Pooling and Servicing Agreement, which in each case continues unremedied for 60 days after the giving of written notice of the failure to the Master Servicer by the Trustee, the NIM Insurer or the

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Depositor, or to the Trustee by the holders of Certificates evidencing not less than 25% of the Voting Rights,

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

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

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

(6)the Master Servicer shall fail to reimburse, in full, the Trustee not later than 6:00 p.m., New York City time, on the Business Day following the related Distribution Date for any Advance made by the Trustee together with accrued and unpaid interest.

So long as an Event of Default under the Pooling and Servicing Agreement remains unremedied, subject to the rights of the NIM Insurer, the Trustee shall, but only upon the receipt of instructions from the NIM Insurer or from holders of Certificates having not less than 25% of the Voting Rights terminate all of the rights and obligations of the Master Servicer under the Pooling and Servicing Agreement and in and to the Mortgage Loans, whereupon the Trustee will succeed to all of the responsibilities and duties of the Master Servicer under the Pooling and Servicing Agreement, including the obligation to make Advances. Additionally, if the Master Servicer fails to provide certain information or perform certain duties related to the Depositor’s reporting obligations under the Exchange Act, with respect to the issuing entity, the Depositor, may, without the consent of any of the certificateholders, terminate the Master Servicer. We cannot assure you that termination of the rights and obligations of the Master Servicer under the Pooling and Servicing Agreement would not adversely affect the servicing of the Mortgage Loans, including the delinquency experience of the Mortgage Loans.

No certificateholder, solely by virtue of the holder’s status as a certificateholder, will have any right under the Pooling and Servicing Agreement to institute any proceeding with respect thereto, unless the holder previously has given to the Trustee written notice of the continuation of an Event of Default and unless the holders of Certificates having not less than 25% of the Voting Rights have made a written request to the Trustee to institute the proceeding in its own name as Trustee thereunder and have offered to the Trustee reasonable indemnity and the Trustee for 60 days has neglected or refused to institute the proceeding and in which case the rights of the certificateholders shall be subject to the rights of the NIM Insurer.

Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all holders of the Certificates notice of each Event of Default known to the Trustee, except for any Event of Default that has been cured or waived.

Optional Termination

The holder of the largest percentage interest in the Class C Certificates (the “Directing Holder”) will have the right to instruct the Trustee to conduct an auction of all of the remaining assets of the issuing entity on any Distribution Date on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties in the issuing entity is less than or equal to 10% of the Cut-off Date Pool Principal Balance (the “Optional Termination Date”). If the first auction is unsuccessful, the auction process may be repeated periodically at the direction of the Directing Holder until a successful auction is conducted. In addition, if the first auction is unsuccessful, or if the Directing Holder does not request an auction, then the Master Servicer

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 will have the option to purchase all of the remaining assets of the issuing entity. Any successful auction of all of the remaining assets of the issuing entity or any purchase of those remaining assets by the Master Servicer will result in the early retirement of the certificates.

The Master Servicer is an affiliate of the Sellers and the Depositor.

Any successful auction of the remaining assets of the issuing entity or any purchase of those assets by the Master Servicer will require that the issuing entity receive a purchase price for those assets equal to the sum of:

· 100% of the Stated Principal Balance of each Mortgage Loan in the issuing entity (other than in respect of REO Property) plus accrued interest thereon at the applicable Net Mortgage Rate, and

· the appraised value of any REO Property (up to the Stated Principal Balance of the related Mortgage Loan) in the issuing entity;

provided, however, that unless the NIM Insurer otherwise consents, the purchase price will in no event be less than an amount that would result in a final distribution on any NIM Insurer guaranteed notes that is sufficient (x) to pay the notes in full and (y) to pay any amounts due and payable to the NIM Insurer pursuant to the indenture related to the notes.

If the first auction referred to above is unsuccessful, or if the Directing Certificateholder does not request such an auction, the NIM Insurer may also have the right to purchase all remaining Mortgage Loans and REO Properties in the issuing entity at the price set forth above (plus any unreimbursed Servicing Advances, and the principal portion of any unreimbursed Advances, made on the Mortgage Loans prior to the exercise of the option), subject to the same restrictions and subject to the consent of the Master Servicer. The identity of any NIM Insurer is not known as of the date of this prospectus supplement.

Notice of any termination, specifying the Distribution Date on which certificateholders may surrender their Certificates for payment of the final distribution and cancellation, will be given promptly by the Trustee by letter to certificateholders mailed not earlier than the 10th day and no later than the 15th day of the month immediately preceding the month of the final distribution. The notice will specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of the Certificates at the office therein designated, (b) the amount of the final distribution, (c) the location of the office or agency at which the presentation and surrender must be made, and (d) that the Record Date otherwise applicable to the Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified.

In the event a notice of termination is given, the Master Servicer will cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. At or prior to the time of making the final payment on the Certificates, the Master Servicer as agent of the Trustee will sell all of the assets of the issuing entity to the Master Servicer or the NIM Insurer, as applicable, for cash. Proceeds from a purchase will be distributed to the certificateholders in the priority described above under “ — Distributions” and “ — Overcollateralization Provisions” and will reflect the current Certificate Principal Balance and other entitlements of each class at the time of liquidation. As a result, if any Applied Realized Loss Amounts have been allocated to any class or classes of Certificates, any Unpaid Realized Loss Amounts would be paid in the order and priority set forth above under “ — Overcollateralization Provisions”.

The proceeds from any sale in connection the exercise of the option may not be sufficient to distribute the full amount to which each class of Certificates is entitled if the purchase price is based in part on the appraised value of any REO Property and that appraised value is less than the Stated Principal Balance of the related Mortgage Loan. Any purchase of the Mortgage Loans and REO Properties will result in an early retirement of the Certificates. At the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the holder of the Class A-R Certificates all cash on hand related to the Class A-R Certificates, and the issuing entity will terminate at that time. Once the issuing entity has been terminated, certificateholders will not be entitled to receive any amounts that are recovered subsequent to the termination.

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Certain Matters Regarding the Master Servicer, the Depositor, the Sellers and the NIM Insurer

The prospectus describes the indemnification to which the Master Servicer and the Depositor (and their respective directors, officers, employees and agents) are entitled and also describes the limitations on any liability of the Master Servicer and the Depositor (and their respective directors, officers, employees and agents) to the issuing entity. See “The Agreements — Certain Matters Regarding the Master Servicer and the Depositor” in the prospectus. The Pooling and Servicing Agreement provides that these same provisions regarding indemnification and exculpation apply to each Seller and any NIM Insurer.

The Trustee

The Bank of New York will be the Trustee under the Pooling and Servicing Agreement. The Bank of New York has been, and currently is, serving as indenture trustee and trustee for numerous securitization transactions and programs involving pools of residential mortgages. The Bank of New York has been providing trust services on securitization transactions for more than a decade and currently provides trust services for hundreds of securitization transactions. The Depositor and Countrywide Home Loans may maintain other banking relationships in the ordinary course of business with the Trustee. The Offered Certificates may be surrendered at the Corporate Trust Office of the Trustee located at 101 Barclay Street, Floor 4W, New York, New York 10286, Attention: Corporate Trust MBS Administration or another address as the Trustee may designate from time to time.

The Trustee will be liable for its own grossly negligent action, its own grossly negligent failure to act or its own misconduct, its grossly negligent failure to perform its obligations in compliance with the Pooling and Servicing Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith. However, the Trustee will not be liable, individually or as trustee,

· for an error of judgment made in good faith by a responsible officer of the Trustee, unless the Trustee was grossly negligent or acted in bad faith or with willful misfeasance,

· with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the holders of each Class of Certificates evidencing not less than 25% of the Voting Rights of the Class relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under the Pooling and Servicing Agreement,

· for any action taken or suffered or omitted by it under the Pooling and Servicing Agreement in good faith and in accordance with an opinion of counsel, or

· for any loss on any investment of funds pursuant to the Pooling and Servicing Agreement (other than as issuer of the investment security).

The Trustee is also entitled to rely without further investigation upon any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

The Trustee and any successor trustee will, at all times, be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under the laws of the United States of America to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and with a credit rating that would not cause any of the Rating Agencies to reduce their respective ratings of any Class of Certificates below the ratings issued on the Closing Date (or having provided security from time to time as is sufficient to avoid the reduction). If the Trustee no longer meets the foregoing requirements, the Trustee has agreed to resign immediately.

The Trustee may at any time resign by giving written notice of resignation to the Depositor, the Master Servicer, each Rating Agency and the certificateholders, not less than 60 days before the specified resignation date.

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The resignation shall not be effective until a successor trustee has been appointed. If a successor trustee has not been appointed within 30 days after the Trustee gives notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.

The Depositor, the NIM Insurer or the Master Servicer may remove the Trustee and appoint a successor trustee reasonably acceptable to the NIM Insurer if:

· the Trustee ceases to meet the eligibility requirements described above and fails to resign after written request to do so is delivered to the Trustee by the NIM Insurer or the Depositor,

· the Trustee becomes incapable of acting, or is adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property is appointed, or any public officer takes charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or

· (A) a tax is imposed with respect to the issuing entity by any state in which the Trustee or the issuing entity is located, (B) the imposition of the tax would be avoided by the appointment of a different trustee and (C) the Trustee fails to indemnify the issuing entity against the tax.

In addition, the holders of Certificates evidencing at least 51% of the Voting Rights of each Class of Certificates may at any time remove the Trustee and appoint a successor trustee. In addition, if the Trustee fails to provide certain information or perform certain duties related to the Depositor’s reporting obligations under the Exchange Act with respect to the issuing entity, the Depositor, may, without the consent of any of the certificateholders, terminate the Trustee. Notice of any removal of the Trustee shall be given to each Rating Agency by the successor Trustee.

Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions described above will become effective upon acceptance of appointment by the successor trustee.

A successor trustee will not be appointed unless the successor trustee meets the eligibility requirements described above, is reasonably acceptable to the NIM Insurer and its appointment does not adversely affect the then-current ratings of the Certificates.

Restrictions on Transfer of the Class A-R Certificates

The Class A-R Certificates will be subject to the restrictions on transfer described in the prospectus under “Material Federal Income Tax Consequences — Taxation of Holders of Residual Interest Securities — Restrictions on Ownership and Transfer of Residual Interest Securities”. The Class A-R Certificates (in addition to other ERISA restricted classes of Certificates, as described in the Pooling and Servicing Agreement), may not be acquired by a Plan or with assets of a Plan unless certain conditions are met. See “ERISA Considerations” in this prospectus supplement. Each Class A-R Certificate will contain a legend describing the foregoing restrictions.

Ownership of the Residual Certificates

On the Closing Date, the Class C Certificates will be acquired by CWIBH, Inc., an affiliate of the Depositor, the Sellers and the Master Servicer, and the Class A-R Certificates will be acquired by CW Securities Holdings, Inc., an affiliate of the Depositor, the Sellers and the Master Servicer. After the Closing Date, CWIBH, Inc. is expected to cause a separate trust to be established to issue net interest margin securities secured by all or a portion of the Class C Certificates. However, CWIBH, Inc. may retain these Certificates or transfer any of them in other transactions. See “ — Rights of the NIM Insurer Under the Pooling and Servicing Agreement” in this prospectus supplement.

The Trustee will be initially designated as “tax matters person” under the Pooling and Servicing Agreement and in that capacity will hold a Class A-R Certificate in the amount of $0.05. As the tax matters person, the Trustee will be the primary representative of the issuing entity with respect to any tax administrative or judicial matter. As

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trustee, the Trustee will be responsible for making a REMIC election with respect to each REMIC created under the Pooling and Servicing Agreement and for preparing and filing tax returns with respect to each REMIC.

Restrictions on Investment, Suitability Requirements

An investment in the Certificates may not be appropriate for all investors due to tax, ERISA or other legal requirements. Investors should review the disclosure included in this prospectus supplement and the prospectus under “Material Federal Income Tax Consequences,” “ERISA Considerations” and “Legal Matters” prior to any acquisition and are encouraged to consult with their advisors prior to purchasing the Certificates.

Rights of the NIM Insurer Under the Pooling and Servicing Agreement

After the Closing Date, our affiliate expects to establish a separate trust to issue net interest margin securities secured by all or a portion of the Class P and Class C Certificates. Those net interest margin securities may or may not have the benefit of a financial guaranty insurance policy. The insurer or insurers (the “NIM Insurer”) that would issue a policy will be a third party beneficiary of the Pooling and Servicing Agreement and will have a number of rights under the Pooling and Servicing Agreement, which will include the following:

· the right to consent to the Master Servicer’s exercise of its discretion to waive assumption fees, late payment or other charges in connection with a Mortgage Loan or to arrange for the extension of due dates for payments due on a mortgage note for no more than 270 days, if the waivers or extensions relate to more than 5% of the Mortgage Loans;

· the right to direct the Trustee to terminate all of the rights and obligations of the Master Servicer under the Pooling and Servicing Agreement relating to the issuing entity and the assets of the issuing entity following the occurrence of an event of default under the Pooling and Servicing Agreement;

· the right to approve or reject the appointment of any successor servicer other than the Trustee, if the Master Servicer is required to be replaced and the Trustee is unwilling or unable to act as successor servicer;

· the right to consent to any amendment to the Pooling and Servicing Agreement; and

· each of the rights under “Risk Factors—Rights of the NIM Insurer Limit Your Control and NIM Insurer Actions May Negatively Affect You” in this prospectus supplement.

You should note the rights that the NIM Insurer would have and carefully evaluate its potential impact on your investment.

YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

General

The weighted average life of, and the yield to maturity on, each class of interest-bearing certificates generally will be directly related to the rate of payment of principal (including prepayments) of the Mortgage Loans in the related Loan Group or Loan Groups. The actual rate of principal prepayments on the mortgage loans is influenced by a variety of economic, tax, geographic, demographic, social, legal and other factors and has fluctuated considerably in recent years. In addition, the rate of principal prepayments may differ among pools of mortgage loans at any time because of specific factors relating to the mortgage loans in the particular pool, including, among other things, the age of the mortgage loans, the geographic locations of the properties securing the loans, the extent of the borrower’s equity in the properties, and changes in the borrowers’ housing needs, job transfers and employment status. Furthermore, as described under “The Mortgage Pool — Assignment of the Mortgage Loans” with respect to up to 50% of the Mortgage Loans in each Loan Group (the “Delay Delivery Mortgage Loans”), the Depositor may deliver the related Mortgage Files after the Closing Date. Should a Seller fail to deliver to the Depositor or other designee of the Depositor all or a portion of the Mortgage Files relating to Mortgage Loans sold by it, or, at the Depositor’s direction, to the Trustee within the time periods described under “The Mortgage Pool —

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Assignment of the Mortgage Loans” Countrywide Home Loans will be required to use its best efforts to deliver a Substitute Mortgage Loan for the related Delay Delivery Mortgage Loan or repurchase the related Delay Delivery Mortgage Loan. Any repurchases pursuant to this provision would also have the effect of accelerating the rate of prepayments on the Mortgage Loans. In addition, no less than approximately 66.47% and 78.27% of the Mortgage Loans in the Mortgage Pool in respect of Loan Group 1 and Loan Group 2, respectively, in each case by Stated Principal Balance of the Mortgage Loans in the Mortgage Pool in respect of the related Loan Group, require the payment of a prepayment charge in connection with certain prepayments, generally no later than the first five years following origination of the related Mortgage Loan. These charges, if enforced by the Master Servicer, may affect the rate of prepayments on the Mortgage Loans.

In addition, no less than approximately 5.31% and 11.88% of the Mortgage Loans in the Mortgage Pool in respect of Loan Group 1 and Loan Group 2, respectively, in each case by Stated Principal Balance of the Mortgage Loans in the Mortgage Pool in respect of the related Loan Group provide for only payments of interest and do not provide for any payments of principal for an extended period following their origination. These Mortgage Loans may involve a greater degree of risk because, if the related borrower defaults, the outstanding principal balance of the Mortgage Loans will be higher than for amortizing Mortgage Loans. During their interest only periods, these Mortgage Loans may be less likely to prepay as the interest only feature may reduce the perceived benefits of refinancing due to the smaller monthly payment. However, as an interest only mortgage loan approaches the end of its interest only period, it may be more likely to be prepaid, even if market interest rates at the time are only slightly higher or lower than the interest rate on the interest only mortgage loans as the related borrowers seek to avoid increases in their respective monthly mortgage payment.

The timing of changes in the rate of prepayments may significantly affect the actual yield to investors who purchase the Certificates at prices other than par, even if the average rate of principal prepayments is consistent with the expectations of investors. In general, the earlier the payment of principal of the Mortgage Loans the greater the effect on an investor’s yield to maturity. As a result, the effect on an investor’s yield of principal prepayments occurring at a rate higher (or lower) than the rate anticipated by the investor during the period immediately following the issuance of the Certificates may not be offset by a subsequent like reduction (or increase) in the rate of principal prepayments. Investors must make their own decisions as to the appropriate prepayment assumptions to be used in deciding whether to purchase any of the Certificates. The Depositor does not make any representations or warranties as to the rate of prepayment or the factors to be considered in connection with these determinations.

Prepayments and Yields for the Offered Certificates

The extent to which the yield to maturity of the Certificates may vary from the anticipated yield will depend upon the degree to which it is purchased at a discount or premium and, correspondingly, the degree to which the timing of payments thereon is sensitive to prepayments, liquidations and purchases of the Mortgage Loans in the related Loan Group or Loan Groups. In particular, in the case of a Certificate purchased at a discount, an investor should consider the risk that a slower than anticipated rate of principal payments, liquidations and purchases of the applicable Mortgage Loans could result in an actual yield to the investor that is lower than the anticipated yield and, in the case of an Offered Certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments, liquidations and purchases of the related Mortgage Loans could result in an actual yield to the investor that is lower than the anticipated yield.

In general with respect to fixed rate mortgage loans, if prevailing interest rates fall significantly below the interest rates on fixed rate mortgage loans, these mortgage loans are likely to be subject to higher prepayment rates than if prevailing rates remain at or above the interest rates on these mortgage loans. Conversely, if prevailing interest rates rise appreciably above the interest rates on fixed rate mortgage loans, the fixed rate mortgage loans are likely to experience a lower prepayment rate than if prevailing rates remain at or below the interest rates on these mortgage loans. In the event that Fixed Rate Mortgage Loans in either Loan Group with higher Mortgage Rates prepay at rates higher than other Mortgage Loans in that Loan Group, the applicable Net Rate Cap may be lower than otherwise would be the case. As a result, the interest payable on the related Certificates on a Distribution Date could be reduced because of the imposition of the applicable Net Rate Cap. We cannot give any assurance as to the level of prepayment that the Fixed Rate Mortgage Loans will experience.

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As is the case with fixed rate mortgage loans, adjustable rate mortgage loans may be subject to a greater rate of principal prepayments in a declining interest rate environment. For example, if prevailing interest rates fall significantly, adjustable rate mortgage loans could be subject to higher prepayment rates than if prevailing interest rates remain constant because the availability of fixed rate mortgage loans at lower interest rates may encourage borrowers to refinance their adjustable rate mortgage loans to a lower fixed interest rate. Prepayments on the Hybrid Mortgage Loans may differ as they approach their respective initial Adjustment Dates, and prepayments on Mortgage Loans with interest-only terms may differ as they approach the ends of their interest-only periods. In the event that Adjustable Rate Mortgage Loans in either Loan Group with higher Gross Margins prepay at rates higher than other Mortgage Loans in that Loan Group, the applicable Net Rate Cap may be lower than otherwise would be the case. We can give no assurance as to the level of prepayment that the Adjustable Rate Mortgage Loans will experience.

Although the Mortgage Rates on the Adjustable Rate Mortgage Loans are subject to adjustment, the Mortgage Rates adjust less frequently than the Pass-Through Rates on the Adjustable Rate Certificates and adjust by reference to the Mortgage Index. Changes in One-Month LIBOR may not correlate with changes in the Mortgage Index and also may not correlate with prevailing interest rates. It is possible that an increased level of One-Month LIBOR could occur simultaneously with a lower level of prevailing interest rates which would be expected to result in faster prepayments, thereby reducing the weighted average lives of the related Certificates. The Mortgage Rate applicable to all or substantially all of the Adjustable Rate Mortgage Loans and any Adjustment Date will be based on the Mortgage Index value most recently announced generally as of a date 45 days prior to the Adjustment Date. Thus, if the Mortgage Index value with respect to an Adjustable Rate Mortgage Loan rises, the lag in time before the corresponding Mortgage Rate increases will, all other things being equal, slow the upward adjustment of the applicable Net Rate Cap. In addition, it is expected that a substantial portion of the Adjustable Rate Mortgage Loans will have Mortgage Rates which will not adjust for a substantial period of time after origination. See “The Mortgage Pool” in this prospectus supplement.

The portion of any proceeds of the Swap Contract that will be payable to the swap trust under the Swap Contract Administration Agreement are intended to provide amounts to cover any unpaid Current Interest, Interest Carry Forward Amounts, Net Rate Carryover and Unpaid Realized Loss Amounts on the Swap Certificates and to restore or maintain overcollateralization. However, any Net Swap Payment payable by the Swap Contract Counterparty will be based on the lesser of the applicable Swap Contract Notional Balance and the aggregate Certificate Principal Balance of the Swap Certificates, and not on the actual Stated Principal Balances of the Mortgage Loans. Therefore, the Swap Contract may not provide sufficient funds to cover any unpaid Current Interest, Interest Carry Forward Amounts, Net Rate Carryover and Unpaid Realized Loss Amounts with respect to the Swap Certificates and to restore or maintain overcollateralization for those Certificates. See “Description of the Certificates — The Swap Contract” above.

In addition, for so long as one-month LIBOR is less than 5.16% (or, in cases where the accrual period for the floating rate payment payable by the swap counterparty is not 30 days, 5.16% multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in that accrual period), the issuing entity will be required to cover Net Swap Payments due to the Swap Counterparty, thereby reducing the amount of available funds that are available to make distributions on the Swap Certificates. In addition, any Swap Termination Payment payable to the Swap Counterparty (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) in the event of early termination of the Swap Contract will reduce amounts available for distribution to holders of the Swap Certificates. As of August 10, 2007, One-Month LIBOR is 5.61875%.

Last Scheduled Distribution Date

Assuming that, among other things,

· no prepayments are received on the Mortgage Loans and,

· scheduled monthly payments of principal of and interest on each of the Mortgage Loans are timely received,

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the Distribution Date (the “Last Scheduled Distribution Date”) that occurs six months following the Distribution Date (or, in the case of the Class A-R Certificates, zero months) on which the Certificate Principal Balance of the applicable class of Certificates would be reduced to zero is the date listed opposite such class in the following table (or, if such date is not a Business Day, the first Business Day thereafter):

Class of Certificates	Last Scheduled Distribution Date
Class 1-A-1	June 25, 2037
Class 1-A-2	June 25, 2037
Class 2-A-1	May 25, 2029
Class 2-A-2	February 25, 2031
Class 2-A-3	September 25, 2035
Class 2-A-4	May 25, 2037
Class 1-M-1	September 25, 2037
Class 2-M-1	September 25, 2037
Class 1-M-2	October 25, 2037
Class 2-M-2	October 25, 2037
Class 1-M-3	November 25, 2037
Class 2-M-3	November 25, 2037
Class M-4	December 25, 2037
Class M-5	December 25, 2037
Class M-6	January 25, 2038
Class M-7	January 25, 2038
Class M-8	February 25, 2038
Class M-9	February 25, 2038
Class A-R	September 25, 2007

The actual final Distribution Date with respect to each class of these Certificates could occur significantly earlier than its Last Scheduled Distribution Date because:

· prepayments are likely to occur which will be applied to the payment of the Certificate Principal Balances thereof, and

· the largest percentage holder of the Class C Certificates will have the right to cause an auction of the remaining assets of the issuing entity or the Master Servicer (or in some cases the NIM Insurer) may purchase those assets on any Distribution Date on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties in the issuing entity is less than or equal to 10% of the Cut-off Date Pool Principal Balance.

Prepayment Model

Prepayments on mortgage loans are commonly measured relative to a prepayment model or standard. The prepayment models used in this prospectus supplement (“Prepayment Models”) are based on an assumed rate of prepayment each month of the then unpaid principal balance of a pool of mortgage loans similar to the Mortgage Loans in each Loan Group. For the Fixed Rate Mortgage Loans, the Prepayment Model used in this prospectus supplement (the “Fixed Rate Prepayment Vector” or “FRPV”) is a prepayment assumption which represents an assumed rate of prepayment each month relative to the then outstanding principal balance of a pool of mortgage loans for the life of the mortgage loans. For example, a 100% FRPV assumes a constant prepayment rate (“CPR”) of 2.0% per annum of the then outstanding principal balance of the Fixed Rate Mortgage Loans in the first month of the life of the Mortgage Loans and an additional 2.0% per annum (i.e., 1/10 of the final per annum rate) in each month thereafter up to and including the tenth month. Beginning in the eleventh month and in each month thereafter during the life of the Fixed Rate Mortgage Loans, a 100% FRPV assumes a CPR of 20% per annum; provided, however, the prepayment rate will not exceed 85% CPR in any period for any given percentage of FRPV.

For the Adjustable Rate Mortgage Loans, the Prepayment Model used in this prospectus supplement (“Adjustable Rate Prepayment Vector” or “ARPV”) represents an assumed rate of prepayment each month relative

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to the then outstanding principal balance of a pool of mortgage loans for the life of the mortgage loans. 100% ARPV assumes 6% CPR in month 1, an additional 1/11th of 24% CPR for each month thereafter, increasing to 30% CPR in month 12 and remaining constant at 30% CPR through month 24, increasing to and remaining constant at 50% CPR from month 25 until month 29, decreasing 1/4th of 20% CPR for each month thereafter, decreasing to 30% CPR in month 33 and remaining constant at 30% CPR for month 33 and thereafter; provided, however, the prepayment rate will not exceed 85% CPR in any period for any given percentage of ARPV. As used in the tables, 100% of the applicable Prepayment Model means 100% FRPV or 100% ARPV, as the case may be.

We cannot assure you, however, that prepayments on the Mortgage Loans will conform to any level of the Prepayment Model, and no representation is made that the Mortgage Loans will prepay at the prepayment rates shown or any other prepayment rate. The rate of principal payments on mortgage loans is influenced by a variety of economic, geographic, social and other factors, including the level of interest rates. Other factors affecting prepayment of mortgage loans include changes in obligors’ housing needs, job transfers and unemployment. In the case of mortgage loans in general, if prevailing interest rates fall significantly below the interest rates on the mortgage loans, the mortgage loans are likely to be subject to higher prepayment rates than if prevailing interest rates remain at or above the rates borne by the mortgage loans. Conversely, if prevailing interest rates rise above the interest on the mortgage loans, the rate of prepayment would be expected to decrease.

Decrement Tables; Weighted Average Lives

The tables below set forth the percentages of the initial Certificate Principal Balance of each class of Offered Certificates (other than the Class A-R Certificates) that will be outstanding as of the twelfth Distribution Date and every twelfth Distribution Date thereafter at the respective percentages of the Prepayment Model. Those percentages have been rounded to the nearest whole percentages, except where an asterisk (*) is shown, in which case the asterisk indicates a percentage less than 0.5% and greater than 0%. In addition, the tables below set forth the weighted average lives of each class of Offered Certificates (other than the Class A-R Certificates) to maturity and to optional termination at the respective percentages of the Prepayment Model. Each weighted average life of any class of Certificates presented below is determined by (a) multiplying the amount of each principal payment by the number of years from the date of issuance to the related Distribution Date, (b) adding the results, and (c) dividing the sum by the initial respective Certificate Principal Balance for that class of Certificates.

The following tables have been prepared on the basis of the following assumptions (collectively, the “Modeling Assumptions”):

(1)the Mortgage Loans prepay at the indicated percentage of the related Prepayment Model,

(2)distributions on the Certificates are received, in cash, on the 25th day of each month, commencing in September 2007, in accordance with the payment priorities defined in this prospectus supplement,

(3)no defaults or delinquencies in, or modifications, waivers or amendments respecting, the payment by the borrowers of principal and interest on the Mortgage Loans occur,

(4)Scheduled Payments are assumed to be received on the first day of each month commencing in September 2007, and prepayments represent payment in full of individual Mortgage Loans and are assumed to be received on the last day of each month, commencing in August 2007, and include 30 days’ interest thereon,

(5)the level of the Mortgage Index remains constant at 5.3217% per annum and the level of One-Month LIBOR remains constant at 5.3500% per annum,

(6)the Pass-Through Margins for the Adjustable Rate Certificates remain constant at the rates applicable on or prior to the Optional Termination Date, and the Pass-Through Margins for the Adjustable Rate Certificates are adjusted accordingly on any Distribution Date after the Optional Termination Date,

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(7)the Certificates are issued on August 13, 2007,

(8)the Mortgage Rate for each Adjustable Rate Mortgage Loan is adjusted on its next Adjustment Date (and on subsequent Adjustment Dates, if necessary) to equal the sum of

(a)the assumed level of the Mortgage Index, and

(b)the respective Gross Margin (which sum is subject to the applicable periodic adjustment caps and floors and the applicable lifetime adjustment caps and floors),

(9)except as indicated with respect to the weighted average lives to maturity, the optional termination is exercised on the Optional Termination Date,

(10)the scheduled monthly payment for each Mortgage Loan, except for the interest-only Mortgage Loans during their respective interest-only periods, is calculated based on its principal balance, mortgage rate and remaining amortization term so that each Mortgage Loan will amortize in amounts sufficient to repay the remaining principal balance of the Mortgage Loan over the remaining term to maturity (except in the case of balloon loans), as indicated in the table below,

(11)any Mortgage Loan with a remaining interest-only term greater than zero does not amortize during the remaining interest-only term, and at the end of the remaining interest-only term, will amortize in amounts sufficient to repay the current balance of any Mortgage Loan over the remaining term to maturity calculated at the expiration of the remaining interest-only term based on the applicable amortization method,

(12)scheduled monthly payments on each Adjustable Rate Mortgage Loan will be adjusted in the month immediately following each related interest adjustment date (as necessary) for the Mortgage Loan to equal the fully amortizing payment described above,

(13)the scheduled amortization for all Mortgage Loans is based upon their respective gross interest rates and the interest rate on each Fixed Rate Credit Comeback Loan as of the applicable Cut-off Date will be deemed to be reduced by 0.375% on the Due Date following the end of the remaining adjustment periods irrespective of whether the borrower qualifies for the reduction by having a good payment history, where the number of remaining adjustment periods equals 4 minus the number of annual periods (each ending on the twelfth Due Date in that period) since origination of the Fixed Rate Credit Comeback Loan ending prior to the applicable Cut-off Date, and

(14)each Loan Group consists of Mortgage Loans having the approximate characteristics described below:

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Loan Group 1 Fixed Rate Mortgage Loans

Principal Balance ($) (1)			Adjusted Net Mortgage Rate (%) (2)		Mortgage Rate (%) (2)		Remaining Amortization Term (months)		Remaining Term to Maturity (months)		Original Interest-Only Term (months)		Age (months)		Credit Comeback Feature
	191,378.64			7.750746		8.259746		119		119		N/A		1		No
	115,360.61			7.341000		7.850000		119		119		N/A		1		No
	3,453,996.54			8.276957		8.785957		179		179		N/A		1		No
	217,755.00			8.095302		8.604302		180		180		N/A		0		Yes
	88,000.00	*		7.741000		8.250000		180		180		N/A		0		No
	85,000.00			9.366000		9.875000		180		180		N/A		0		No
	214,020.06			6.616000		7.125000		176		176		N/A		4		No
	226,813.86			7.441000		7.950000		178		178		N/A		2		No
	50,010.00			10.116000		10.625000		180		180		N/A		0		No
	882,182.55			8.158901		8.667901		176		176		N/A		1		No
	253,707.30			8.511048		9.020048		178		178		N/A		2		No
	167,009.40			10.081290		10.590290		178		178		N/A		2		No
	63,065.43			7.381000		7.890000		179		179		N/A		1		No
	440,819.12			7.229086		7.738086		178		178		N/A		2		No
	70,500.00			7.366000		7.875000		180		180		N/A		0		No
	75,464.40			7.991000		8.500000		161		161		N/A		18		No
	269,691.39			8.291000		8.800000		358		178		N/A		2		No
	2,035,215.12			7.688126		8.197126		238		238		N/A		2		No
	147,900.00			8.366000		8.875000		240		240		N/A		0		Yes
	51,000.00			8.991000		9.500000		240		240		N/A		0		No
	159,318.35			8.589944		9.098944		239		239		N/A		1		No
	120,100.00			8.366000		8.875000		240		240		N/A		0		No
	299,256.19			8.211733		8.720733		238		238		N/A		2		No
	79,639.24			7.541000		8.050000		238		238		N/A		2		No
	174,605.10			8.609054		9.118054		239		239		N/A		1		No
	276,863.89			7.743594		8.252594		235		235		N/A		5		No
	396,403.19			7.073450		7.582450		237		237		N/A		3		No
	268,437.06			9.628877		10.137877		298		298		N/A		2		No
	80,687.84			9.366000		9.875000		299		299		N/A		1		No
	97,500.00			8.616000		9.125000		300		300		N/A		0		No
	74,221,901.87			8.556671		9.065671		359		359		N/A		1		No
	4,169,407.79			8.594153		9.103153		359		359		N/A		1		Yes
	590,800.00	*		9.201147		9.710147		360		360		N/A		0		No
	4,900,952.75			8.175074		8.684074		359		359		N/A		1		No
	260,000.00			9.366000		9.875000		360		360		N/A		0		Yes
	272,000.00	*		8.241000		8.750000		360		360		N/A		0		No
	120,600.00	*		10.866000		11.375000		360		360		N/A		0		Yes
	266,000.00			7.271000		7.780000		360		360		N/A		0		No
	102,326.86			8.381000		8.890000		357		357		N/A		3		No
	118,800.00			9.991000		10.500000		360		360		N/A		0		No
	806,986.71			7.046072		7.555072		357		357		N/A		3		No
	178,087.61			10.241000		10.750000		354		354		N/A		6		No
	2,067,014.96			7.795933		8.304933		358		358		N/A		2		No
	5,495,590.77			8.020095		8.529095		359		359		N/A		1		No
	109,600.00	*		10.641000		11.150000		360		360		N/A		0		No
	1,932,483.62			7.769782		8.278782		358		358		N/A		2		No
	1,034,126.21			8.373313		8.882313		359		359		N/A		1		No
	303,000.00			8.226974		8.735974		360		360		N/A		0		Yes
	66,000.00			7.366000		7.875000		360		360		N/A		0		No
	247,707.40			9.116439		9.625439		359		359		N/A		1		No
	282,383.26			9.462023		9.971023		357		357		N/A		3		No
	311,500.00			8.080888		8.589888		360		360		N/A		0		No
	889,184.85			8.682748		9.191748		358		358		N/A		2		No
	278,634.30			9.199107		9.708107		358		358		N/A		2		No
	164,700.63			8.041000		8.550000		357		357		N/A		3		No
	32,671,215.75			7.734439		8.243439		359		359		N/A		1		No
	1,456,750.00			8.542871		9.051871		360		360		N/A		0		Yes
	1,313,300.00	*		8.494858		9.003858		360		360		N/A		0		No
	206,000.00	*		8.491000		9.000000		360		360		N/A		0		Yes
	2,166,683.46			7.633005		8.142005		359		359		N/A		1		No
	213,100.00			8.366000		8.875000		360		360		N/A		0		No
	3,464,666.02			6.998624		7.507624		357		357		N/A		3		No

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Principal Balance ($) (1)			Adjusted Net Mortgage Rate (%) (2)		Mortgage Rate (%) (2)		Remaining Amortization Term (months)		Remaining Term to Maturity (months)		Original Interest-Only Term (months)		Age (months)		Credit Comeback Feature
	2,465,624.82			8.554581		9.063581		358		358		N/A		2		No
	467,918.41			10.744825		11.253825		359		359		N/A		1		Yes
	68,000.00*			11.391000		11.900000		360		360		N/A		0		No
	674,189.63			7.574223		8.083223		357		357		N/A		3		No
	7,063,532.74			8.575549		9.084549		359		359		N/A		1		No
	194,475.51			10.438521		10.947521		360		360		N/A		0		Yes
	209,000.00	*		9.366000		9.875000		360		360		N/A		0		No
	1,572,664.01			8.535304		9.044304		357		357		N/A		3		No
	2,880,575.10			7.789617		8.298617		351		351		N/A		3		No
	5,028,917.03			8.625905		9.134905		358		358		N/A		2		No
	845,585.62			8.468128		8.977128		358		358		N/A		2		No
	3,050,715.28			7.982166		8.491166		358		358		N/A		2		No
	1,008,023.23			8.754642		9.263642		358		358		N/A		1		No
	1,237,409.75			7.896129		8.405129		358		358		N/A		2		No
	13,048,149.25			7.669907		8.178907		358		358		N/A		2		No
	505,000.00			7.971198		8.480198		360		360		N/A		0		No
	472,586.00			7.495665		8.004665		300		360		60		0		No
	494,700.00			7.310588		7.819588		300		359		60		1		No
	606,500.00			7.373673		7.882673		300		357		60		3		No
	215,000.00			7.241000		7.750000		300		360		60		0		No
	2,037,000.00			7.042063		7.551063		300		359		60		1		No
	305,100.00			6.761000		7.270000		300		359		60		1		No
	255,500.00			7.041000		7.550000		300		358		60		2		No
	200,800.00			7.431000		7.940000		240		356		120		4		No
	315,000.00			8.481000		8.990000		240		356		120		4		No
	843,499.89			6.263779		6.772779		240		358		120		2		No
	270,000.00			6.991000		7.500000		240		356		120		4		No
	575,000.00			6.434478		6.943478		240		357		120		3		No
	66,268.56			7.366000		7.875000		342		342		N/A		17		No
	4,221,559.50			8.466484		8.975484		477		357		N/A		3		No
	199,775.04			8.366000		8.875000		475		355		N/A		5		No
	124,441.96			8.241000		8.750000		478		358		N/A		2		No
	99,976.07			8.107000		8.616000		479		359		N/A		1		No
	161,852.76			7.591000		8.100000		477		357		N/A		3		No
	618,708.06			8.352371		8.861371		477		357		N/A		3		No
	183,758.93			7.241000		7.750000		476		356		N/A		4		No
	156,614.01			7.481000		7.990000		477		357		N/A		3		No
	4,862,248.48			7.242046		7.751046		478		358		N/A		2		No
	357,573.12			7.731000		8.240000		477		357		N/A		3		No
	186,995.51			7.591000		8.100000		478		358		N/A		2		No
	716,177.94			8.678441		9.187441		477		357		N/A		3		No
	294,943.88			7.481000		7.990000		477		357		N/A		3		No
	410,544.17			7.222366		7.731366		478		358		N/A		2		No
	185,145.39			8.941000		9.450000		477		357		N/A		3		No
	317,856.52			9.030750		9.539750		478		358		N/A		2		No
	1,380,584.84			8.318256		8.827256		478		358		N/A		2		No
	612,409.94			8.623050		9.132050		478		358		N/A		2		No
	233,811.72			7.741000		8.250000		477		357		N/A		3		No
	251,633.19			7.481000		7.990000		475		355		N/A		5		No
	2,440,472.66			7.568740		8.077740		478		358		N/A		2		No
	1,127,007.87			8.221642		8.730642		596		356		N/A		4		No
	436,818.53			6.541564		7.050564		597		357		N/A		3		No
	225,700.76			5.741000		6.250000		596		356		N/A		4		No
	1,002,107.11			7.095115		7.604115		596		356		N/A		4		No
	139,930.91			7.241000		7.750000		598		358		N/A		2		No
	306,793.21			7.852380		8.361380		596		356		N/A		4		No
	504,604.63			9.408586		9.917586		596		356		N/A		4		No
	145,290.80			10.991000		11.500000		598		358		N/A		2		No
	618,656.97			6.990159		7.499159		596		356		N/A		4		No
	284,810.42			6.781000		7.290000		596		356		N/A		4		No
	853,177.62			6.700942		7.209942		599		359		N/A		1		No
	13,299,343.74			7.875573		8.384573		480		480		N/A		0		No
	1,028,535.39			8.497304		9.006304		478		478		N/A		0		Yes
	2,817,083.13			8.451475		8.960475		479		479		N/A		1		No
	804,328.10			8.029430		8.538430		480		480		N/A		0		Yes

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Principal Balance ($) (1)			Adjusted Net Mortgage Rate (%) (2)		Mortgage Rate (%) (2)		Remaining Amortization Term (months)		Remaining Term to Maturity (months)		Original Interest-Only Term (months)		Age (months)		Credit Comeback Feature
	2,131,471.44			8.405462		8.914462		480		480		N/A		0		No
	299,125.91			7.991000		8.500000		479		479		N/A		1		Yes
	181,851.54			7.741000		8.250000		479		479		N/A		1		Yes
	190,964.86			8.991000		9.500000		479		479		N/A		1		No
	9,397,914.58			7.938335		8.447335		480		480		N/A		0		No
	250,050.00			9.335106		9.844106		480		480		N/A		0		Yes
	285,300.00	*		9.991000		10.500000		480		480		N/A		0		No
	709,914.05			7.353837		7.862837		479		479		N/A		1		No
	558,324.29			9.905322		10.414322		479		479		N/A		1		No
	906,578.73			7.915703		8.424703		480		480		N/A		0		No

(1) In the above table, each asterisk in the Principal Balance column indicates a Mortgage Loan with respect to which the first Due Date occurs on October 1, 2007 and with respect to which a scheduled payment of interest would be advanced for such Mortgage Loan for the September 2007 Due Date at the related Mortgage Rate less the sum of the Servicing Fee Rate and the premium rate for any applicable mortgage insurance policy.

(2) In the above table, the Adjusted Net Mortgage Rate and Mortgage Rate percentages that include Fixed Rate Credit Comeback Loans have been calculated without subtracting any Credit Comeback Excess Amounts. However, for purposes of actual payments to be made on the Certificates, including the calculation of each applicable Net Rate Cap as well as other Mortgage Rate calculations, the Mortgage Rate on each Fixed Rate Credit Comeback Loan as of the applicable Cut-off Date will be deemed to be reduced by 0.375% on the Due Date following the end of the remaining adjustment periods irrespective of whether the borrower qualifies for the reduction by having a good payment history, where the number of remaining adjustment periods equals 4 minus the number of annual periods (each ending on the twelfth Due Date in such period) since origination of the Fixed Rate Credit Comeback Loan ending prior to the applicable Cut-off Date.

Loan Group 2 Fixed Rate Mortgage Loans

Principal Balance ($) (1)			Adjusted Net Mortgage Rate (%) (2)		Mortgage Rate (%) (2)		Remaining Amortization Term (months)		Remaining Term to Maturity (months)		Original Interest-Only Term (months)		Age (months)		Credit Comeback Feature
	49,762.83			9.991000		10.500000		119		119		N/A		1		No
	1,077,835.42			8.462045		8.971045		178		178		N/A		2		No
	74,987.50			8.866000		9.375000		179		179		N/A		1		Yes
	116,400.00	*		8.241000		8.750000		180		180		N/A		0		No
	50,000.00			10.116000		10.625000		180		180		N/A		0		No
	876,064.53			7.701286		8.210286		177		177		N/A		3		No
	24,832.77			10.441000		10.950000		177		177		N/A		3		No
	54,391.55			7.791000		8.300000		177		177		N/A		3		No
	134,645.41			8.559526		9.068526		179		179		N/A		1		No
	217,662.18			7.291000		7.800000		177		177		N/A		3		No
	134,390.84			8.054577		8.563577		178		178		N/A		2		No
	1,437,531.67			8.105240		8.614240		179		179		N/A		1		No
	137,600.00			7.741000		8.250000		180		180		N/A		0		Yes
	75,001.00			10.616000		11.125000		180		180		N/A		0		Yes
	202,996.11			7.930656		8.439656		179		179		N/A		1		No
	173,742.70			7.480517		7.989517		179		179		N/A		1		No
	14,455.88			10.741000		11.250000		80		80		N/A		93		No
	239,875.58			8.741000		9.250000		359		179		N/A		1		No
	488,293.27			8.144381		8.653381		238		238		N/A		2		No
	96,626.38			6.481000		6.990000		236		236		N/A		3		No
	53,408.41			8.291000		8.800000		238		238		N/A		2		No
	716,432.66			7.420788		7.929788		234		234		N/A		5		No
	718,628.16			7.616812		8.125812		240		240		N/A		0		No
	104,000.00			9.116000		9.625000		240		240		N/A		0		No
	120,700.00			7.991000		8.500000		240		240		N/A		0		No
	325,747.15			6.481000		6.990000		180		235		60		5		No
	723,771.32			7.518865		8.027865		299		299		N/A		1		No
	27,613,553.39			8.703595		9.212595		358		358		N/A		1		No
	593,699.96			9.038383		9.547383		360		360		N/A		0		Yes
	128,000.00	*		8.991000		9.500000		360		360		N/A		0		No
	2,084,646.13			8.713419		9.222419		359		359		N/A		1		No
	491,000.00			8.441000		8.950000		360		360		N/A		0		Yes
	161,159.60			8.366000		8.875000		359		359		N/A		1		No

S-99

Principal Balance ($) (1)			Adjusted Net Mortgage Rate (%) (2)		Mortgage Rate (%) (2)		Remaining Amortization Term (months)		Remaining Term to Maturity (months)		Original Interest-Only Term (months)		Age (months)		Credit Comeback Feature
	1,008,187.11			7.898096		8.407096		359		359		N/A		1		No
	249,800.08			6.616000		7.125000		359		359		N/A		1		No
	2,964,730.87			8.575366		9.084366		359		359		N/A		1		No
	476,690.00			9.948339		10.457339		360		360		N/A		0		No
	555,852.85			7.280562		7.789562		356		356		N/A		4		No
	395,690.59			6.733000		7.242000		359		359		N/A		1		No
	137,581.02			10.991000		11.500000		359		359		N/A		1		No
	296,524.72			8.641000		9.150000		357		357		N/A		3		No
	22,944,137.28			8.133959		8.642959		359		359		N/A		1		No
	293,935.00			8.305557		8.814557		360		360		N/A		0		Yes
	303,940.00	*		10.371914		10.880914		360		360		N/A		0		No
	128,500.00			7.616000		8.125000		360		360		N/A		0		No
	446,684.35			5.366000		5.875000		356		356		N/A		1		No
	2,071,506.33			8.339005		8.848005		357		357		N/A		3		No
	77,200.00			9.241000		9.750000		360		360		N/A		0		Yes
	690,552.49			7.644235		8.153235		357		357		N/A		3		No
	2,109,727.17			8.550091		9.059091		358		358		N/A		2		No
	144,415.09			10.482612		10.991612		359		359		N/A		1		Yes
	105,029.01			8.975850		9.484850		357		357		N/A		3		No
	1,146,467.76			7.393357		7.902357		356		356		N/A		3		No
	4,145,972.90			8.950739		9.459739		357		357		N/A		3		No
	216,904.37			9.326042		9.835042		359		359		N/A		1		No
	1,036,158.96			8.502153		9.011153		357		357		N/A		3		No
	236,797.64			8.294047		8.803047		358		358		N/A		2		No
	1,149,659.63			7.397298		7.906298		358		358		N/A		2		No
	116,051.32			9.741000		10.250000		359		359		N/A		1		No
	3,660,896.79			7.148246		7.657246		359		359		N/A		1		No
	75,929,816.28			7.591363		8.100363		359		359		N/A		1		No
	13,753,422.95			8.184586		8.693586		360		360		N/A		0		Yes
	310,799.00	*		8.570896		9.079896		360		360		N/A		0		No
	100,300.00			10.491000		11.000000		360		360		N/A		0		No
	1,076,194.86			8.798670		9.307670		359		359		N/A		1		No
	6,295,206.22			8.087415		8.596415		359		359		N/A		1		No
	439,708.06			7.549243		8.058243		359		359		N/A		1		Yes
	5,382,037.08			8.746720		9.255720		360		360		N/A		0		No
	119,942.51			9.116000		9.625000		359		359		N/A		1		Yes
	84,600.00	*		9.241000		9.750000		360		360		N/A		0		Yes
	619,999.00			6.424162		6.933162		300		359		60		1		No
	375,300.00			6.616000		7.125000		300		359		60		1		No
	108,000.00			7.931000		8.440000		300		356		60		4		No
	3,472,203.38			6.846932		7.355932		300		358		60		2		No
	366,000.00			7.191000		7.700000		300		359		60		1		No
	213,600.00			6.941000		7.450000		300		355		60		5		No
	456,850.00			8.213453		8.722453		300		358		60		2		No
	6,543,161.03			6.724562		7.233562		300		359		60		1		No
	300,050.00			6.341000		6.850000		300		359		60		1		No
	526,500.00			6.581000		7.090000		240		356		120		4		No
	38,728.43			11.116000		11.625000		268		268		N/A		86		Yes
	21,900.49			12.491000		13.000000		265		265		N/A		87		Yes
	345,754.53			8.843444		9.352444		477		357		N/A		3		No
	173,318.75			8.191000		8.700000		478		358		N/A		2		No
	6,179,985.23			7.483694		7.992694		478		358		N/A		2		No
	84,703.01			9.991000		10.500000		476		356		N/A		4		No
	187,985.24			11.741000		12.250000		479		359		N/A		1		No
	945,543.43			8.925004		9.434004		478		358		N/A		2		No
	155,673.03			9.191000		9.700000		479		359		N/A		1		No
	64,983.85			10.291000		10.800000		478		358		N/A		2		No
	678,176.77			7.589190		8.098190		477		357		N/A		3		No
	467,895.03			9.349120		9.858120		479		359		N/A		1		No
	524,214.14			8.879538		9.388538		598		358		N/A		2		No
	219,830.34			6.991000		7.500000		595		355		N/A		5		No
	521,808.66			7.591000		8.100000		597		357		N/A		3		No
	426,688.67			7.141000		7.650000		595		355		N/A		5		No
	246,176.61			7.249681		7.758681		596		356		N/A		4		No

S-100

 

Principal Balance ($) (1)

Adjusted Net Mortgage Rate (%) (2)

Mortgage Rate (%) (2)

Remaining Amortization Term (months)

Remaining Term to Maturity (months)

Original Interest-Only Term (months)

Age (months)

Credit Comeback Feature

4,332,054.60

7.215998

7.724998

479

479

N/A

1

No

365,500.00		8.421233	8.930233	480	480	N/A	0	Yes
85,500.00	*	9.741000	10.250000	480	480	N/A	0	No
827,531.89		8.331139	8.840139	480	480	N/A	0	No
375,000.00	*	11.691000	12.200000	480	480	N/A	0	No
5,981,497.26		7.479194	7.988194	479	479	N/A	1	No
136,970.73		8.491000	9.000000	479	479	N/A	1	Yes
301,403.78		7.116000	7.625000	479	479	N/A	1	No
149,400.00		12.327145	12.836145	480	480	N/A	0	No
206,953.08		8.291000	8.800000	479	479	N/A	1	No
572,353.31		7.914079	8.423079	479	479	N/A	1	No
54,794,199.36		7.374076	7.883076	479	479	N/A	1	No
8,814,432.81		8.107255	8.616255	480	480	N/A	0	Yes
406,397.54		8.746474	9.255474	479	479	N/A	1	No
4,318,896.24		7.720755	8.229755	479	479	N/A	1	No
666,500.00		7.526851	8.035851	480	480	N/A	0	Yes
163,000.00		8.481000	8.990000	480	480	N/A	0	No
414,161.43		8.638183	9.147183	480	480	N/A	0	No

(1) In the above table, each asterisk in the Principal Balance column indicates a Mortgage Loan with respect to which the first Due Date occurs on October 1, 2007 and with respect to which a scheduled payment of interest would be advanced for such Mortgage Loan for the September 2007 Due Date at the related Mortgage Rate less the sum of the Servicing Fee Rate and the premium rate for any applicable mortgage insurance policy.

(2) In the above table, the Adjusted Net Mortgage Rate and Mortgage Rate percentages that include Fixed Rate Credit Comeback Loans have been calculated without subtracting any Credit Comeback Excess Amounts. However, for purposes of actual payments to be made on the Certificates, including the calculation of each applicable Net Rate Cap as well as other Mortgage Rate calculations, the Mortgage Rate on each Fixed Rate Credit Comeback Loan as of the applicable Cut-off Date will be deemed to be reduced by 0.375% on the Due Date following the end of the remaining adjustment periods irrespective of whether the borrower qualifies for the reduction by having a good payment history, where the number of remaining adjustment periods equals 4 minus the number of annual periods (each ending on the twelfth Due Date in such period) since origination of the Fixed Rate Credit Comeback Loan ending prior to the applicable Cut-off Date.

S-101

Loan Group 1 Adjustable Rate Mortgage Loans

Principal Balance ($) (1)	Adjusted Net Mortgage Rate (%)		Mortgage Rate (%)		Remaining Amortization Term (months)		Remaining Term to Maturity (months)		Original Interest-Only Term (months)		Age (months)		Initial Periodic Rate Cap (%)		Subsequent Periodic Rate Cap (%)		Gross Margin (%)		Maximum Mortgage Rate (%)		Minimum Mortgage Rate (%)		Months to Next Rate Adjust-ment		Reset Frequency (months)
1,850,317.47		7.605834		8.114834		359		359		N/A		1		1.0000		1.0000		6.435647		15.114834		8.114834		5		6
686,750.00		6.700137		7.209137		360		360		N/A		0		1.0000		1.0000		6.203495		14.209137		7.209137		6		6
64,000.00		7.166000		7.675000		360		360		N/A		0		1.5000		1.5000		6.800000		14.675000		7.675000		6		6
171,200.00		6.366000		6.875000		360		360		N/A		0		1.0000		1.0000		6.125000		13.875000		6.875000		6		6
56,250.00		14.691000		15.200000		360		360		N/A		0		1.0000		1.0000		6.500000		22.200000		15.200000		6		6
149,900.00		8.366000		8.875000		360		360		N/A		0		1.0000		1.0000		6.750000		15.875000		8.875000		6		6
144,925.00		7.366000		7.875000		360		360		N/A		0		1.0000		1.0000		7.000000		14.875000		7.875000		6		6
10,908,220.58		7.584801		8.093801		357		357		N/A		3		2.9399		1.0761		6.012919		14.186398		7.446871		21		6
518,657.40		7.163654		7.672654		357		357		N/A		3		3.0000		1.0000		6.672654		13.672654		7.672654		21		6
235,351.53		7.296203		7.805203		358		358		N/A		2		3.0000		1.0000		4.805203		13.805203		7.805203		22		6
6,524,097.74		8.088016		8.597016		356		356		N/A		4		3.0000		1.1983		6.149704		14.800907		7.542513		20		6
494,105.71		7.323370		7.832370		357		357		N/A		3		3.0000		1.0000		4.832370		13.832370		7.832370		21		6
1,569,647.08		7.148158		7.657158		357		357		N/A		3		3.0000		1.0000		5.903428		13.657158		7.028309		21		6
211,767.69		6.281000		6.790000		356		356		N/A		4		3.0000		1.0000		5.790000		12.790000		6.790000		20		6
1,539,361.26		7.762397		8.271397		357		357		N/A		3		2.8148		1.0000		6.557665		14.149842		7.346398		21		6
5,676,290.35		6.948519		7.457519		357		357		N/A		3		3.0000		1.0000		6.400065		13.457519		7.457519		21		6
780,873.87		7.963787		8.472787		358		358		N/A		2		3.0000		1.0000		6.064625		14.472787		7.289110		22		6
1,000,416.45		7.895546		8.404546		357		357		N/A		3		2.7358		1.0000		5.668699		14.404546		8.404546		21		6
198,483.41		9.241000		9.750000		358		358		N/A		2		3.0000		1.0000		6.750000		15.750000		9.750000		22		6
2,265,617.93		7.929653		8.438653		357		357		N/A		3		2.8067		1.0000		5.631924		14.438653		8.438653		21		6
96,531.57		7.591000		8.100000		356		356		N/A		4		3.0000		1.0000		6.100000		14.100000		6.100000		20		6
175,589.10		7.431000		7.940000		357		357		N/A		3		3.0000		1.0000		6.940000		13.940000		7.940000		21		6
6,245,674.10		7.504007		8.013007		300		358		60		2		1.8889		1.3452		6.377496		14.703333		8.013007		22		6
832,750.00		8.414326		8.923326		300		360		60		0		1.5000		1.5000		6.474482		15.923326		8.923326		24		6
161,000.00		7.116000		7.625000		300		359		60		1		1.5000		1.5000		6.375000		14.625000		7.625000		23		6
7,504,920.37		7.110063		7.619063		300		358		60		2		2.0809		1.2932		6.215853		14.205438		7.602141		22		6
674,900.00		6.965953		7.474953		300		357		60		3		2.5177		1.1608		6.008514		13.796482		7.474953		21		6
292,000.00		5.581000		6.090000		300		356		60		4		3.0000		1.0000		5.090000		12.090000		6.090000		20		6
100,000.00		7.611000		8.120000		300		360		60		0		1.5000		1.5000		6.500000		15.120000		8.120000		24		6
4,196,967.29		6.600802		7.109802		300		356		60		4		3.0000		1.0000		6.109802		13.109802		7.109802		20		6
140,000.00		7.841000		8.350000		300		357		60		3		3.0000		1.0000		6.350000		14.350000		6.350000		21		6
266,243.97		5.601000		6.110000		300		356		60		4		3.0000		1.0000		3.110000		12.110000		6.110000		20		6
156,800.00		7.541000		8.050000		300		355		60		5		2.0000		1.0000		6.050000		14.050000		8.050000		19		6
198,253.42		7.291000		7.800000		300		358		60		2		3.0000		1.0000		5.800000		13.800000		5.800000		22		6
749,699.22		5.804436		6.313436		240		356		120		4		3.0000		1.0000		5.313436		12.313436		6.313436		20		6
4,516,155.05		7.338214		7.847214		477		357		N/A		3		3.0000		1.0000		5.958350		13.847214		7.002130		21		6
872,779.68		7.541027		8.050027		475		355		N/A		5		3.0000		1.0000		5.962917		14.050027		7.152524		19		6
636,733.51		7.481000		7.990000		477		357		N/A		3		3.0000		1.0000		6.524611		13.990000		7.059221		21		6
8,106,984.02		7.515244		8.024244		477		357		N/A		3		3.0000		1.0000		5.883309		14.024244		6.729752		21		6
379,323.98		6.181000		6.690000		477		357		N/A		3		3.0000		1.0000		5.690000		12.690000		6.690000		21		6
203,935.37		7.141000		7.650000		479		359		N/A		1		3.0000		1.0000		4.650000		13.650000		7.650000		23		6
513,186.79		6.612544		7.121544		477		357		N/A		3		3.0000		1.0000		5.595806		13.121544		6.070067		21		6
327,792.29		7.751033		8.260033		478		358		N/A		2		3.0000		1.0000		6.008661		14.260033		6.350044		22		6

S-102

Principal Balance ($) (1)		Adjusted Net Mortgage Rate (%)		Mortgage Rate (%)		Remaining Amortization Term (months)		Remaining Term to Maturity (months)		Original Interest-Only Term (months)		Age (months)		Initial Periodic Rate Cap (%)		Subsequent Periodic Rate Cap (%)		Gross Margin (%)		Maximum Mortgage Rate (%)		Minimum Mortgage Rate (%)		Months to Next Rate Adjust-ment		Reset Frequency (months)
2,573,397.84			6.798103		7.307103		476		356		N/A		4		2.8845		1.0000		6.343862		13.307103		7.307103		20		6
751,203.41			7.352693		7.861693		477		357		N/A		3		3.0000		1.0000		5.861693		13.861693		5.861693		21		6
274,545.47			6.231000		6.740000		476		356		N/A		4		3.0000		1.0000		5.740000		12.740000		6.740000		20		6
324,419.67			6.681000		7.190000		476		356		N/A		4		3.0000		1.0000		4.190000		13.190000		7.190000		20		6
552,697.92			7.777301		8.286301		476		356		N/A		4		2.2963		1.0000		5.990000		14.286301		8.286301		20		6
1,528,154.80			7.826493		8.335493		477		357		N/A		3		2.8818		1.0000		5.453738		14.335493		8.335493		21		6
374,581.43			7.484208		7.993208		477		357		N/A		3		3.0000		1.0000		5.993208		13.993208		5.993208		21		6
1,855,086.48			7.357280		7.866280		595		355		N/A		5		2.8135		1.0000		5.050631		13.866280		6.403533		19		6
591,263.03			7.883339		8.392339		597		357		N/A		3		3.0000		1.0000		5.392339		14.392339		8.392339		21		6
227,919.42			8.441000		8.950000		596		356		N/A		4		3.0000		1.0000		5.950000		14.950000		8.950000		20		6
5,090,937.23			7.122267		7.631267		596		356		N/A		4		2.8909		1.0373		5.622751		13.752811		6.319878		20		6
152,726.73			6.991000		7.500000		599		359		N/A		1		3.0000		1.0000		4.500000		13.500000		7.500000		23		6
359,843.41			8.491000		9.000000		595		355		N/A		5		3.0000		1.0000		7.000000		15.000000		7.000000		19		6
142,924.36			7.391000		7.900000		596		356		N/A		4		2.0000		1.0000		5.900000		13.900000		7.900000		20		6
526,972.84			6.772828		7.281828		597		357		N/A		3		3.0000		1.0000		5.281828		13.281828		5.281828		21		6
502,071.43			8.945517		9.454517		596		356		N/A		4		3.0000		1.0000		6.454517		15.454517		9.454517		20		6
435,350.27			8.189388		8.698388		596		356		N/A		4		2.4489		1.0000		6.249465		14.698388		8.698388		20		6
2,777,923.43			7.646014		8.155014		596		356		N/A		4		2.4728		1.0000		5.682198		14.155014		8.155014		20		6
15,957,004.08			8.468866		8.977866		359		359		N/A		1		2.0878		1.2799		6.092997		15.539046		8.920521		35		6
1,537,534.62			7.979770		8.488770		360		360		N/A		0		1.7730		1.4090		6.211518		15.306760		8.488770		36		6
151,515.55			7.991000		8.500000		358		358		N/A		2		3.0000		1.0000		5.500000		14.500000		8.500000		34		6
224,538.31			7.441000		7.950000		357		357		N/A		3		3.0000		1.0000		4.950000		13.950000		7.950000		33		6
160,905.24			8.131000		8.640000		359		359		N/A		1		3.0000		1.0000		5.640000		14.640000		8.640000		35		6
156,252.36			8.481000		8.990000		359		359		N/A		1		3.0000		1.0000		5.990000		14.990000		8.990000		35		6
311,235.89			7.991000		8.500000		356		356		N/A		4		3.0000		1.0000		5.500000		14.500000		8.500000		32		6
1,412,814.33			7.777231		8.286231		359		359		N/A		1		3.0000		1.0000		5.286231		14.286231		8.286231		35		6
1,418,550.00			8.762285		9.271285		360		360		N/A		0		1.5000		1.5000		6.134072		16.271285		9.271285		36		6
287,000.00	*		7.341000		7.850000		360		360		N/A		0		1.5000		1.5000		7.000000		14.850000		7.850000		36		6
671,095.97			9.581631		10.090631		359		359		N/A		1		2.1028		1.2991		6.060137		16.688757		10.090631		35		6
382,650.00			8.683101		9.192101		360		360		N/A		0		1.5000		1.5000		6.289298		16.192101		9.192101		36		6
161,884.27			7.181000		7.690000		359		359		N/A		1		3.0000		1.0000		4.690000		13.690000		7.690000		35		6
89,250.00			8.366000		8.875000		360		360		N/A		0		1.5000		1.5000		6.250000		15.875000		8.875000		36		6
755,115.33			7.554644		8.063644		358		358		N/A		2		3.0000		1.0000		5.063644		14.063644		8.063644		34		6
897,487.79			7.397826		7.906826		360		360		N/A		0		3.0000		1.0000		4.906826		13.906826		7.906826		36		6
7,971,520.09			8.591381		9.100381		360		360		N/A		0		1.8023		1.4305		6.110022		15.930135		9.100381		36		6
243,100.00	*		8.795196		9.304196		360		360		N/A		0		1.5000		1.5000		6.411148		16.304196		9.304196		36		6
122,161.25			7.101000		7.610000		359		359		N/A		1		3.0000		1.0000		4.610000		13.610000		7.610000		35		6
1,168,011.46			7.056918		7.565918		357		357		N/A		3		2.8231		1.0000		4.742818		13.565918		7.565918		33		6
404,848.19			9.202558		9.711558		360		360		N/A		0		1.5000		1.5000		6.541991		16.711558		9.711558		36		6
1,582,544.67			8.644385		9.153385		359		359		N/A		1		1.8480		1.4974		6.517659		16.034725		9.068797		35		6
312,012.35			9.101925		9.610925		359		359		N/A		1		2.1419		1.2860		6.372954		16.183018		9.610925		35		6
221,354.23			8.431318		8.940318		356		356		N/A		4		3.0000		1.0000		5.940318		14.940318		8.940318		32		6
1,461,232.32			7.680067		8.189067		358		358		N/A		2		2.9105		1.0000		5.278598		14.189067		8.189067		34		6
1,083,129.31			7.480832		7.989832		358		358		N/A		2		3.0000		1.0000		4.989832		13.989832		7.989832		34		6
358,477.85			7.922677		8.431677		359		359		N/A		1		3.0000		1.0000		5.431677		14.431677		8.431677		35		6

S-103

Principal Balance ($) (1)		Adjusted Net Mortgage Rate (%)		Mortgage Rate (%)		Remaining Amortization Term (months)		Remaining Term to Maturity (months)		Original Interest-Only Term (months)		Age (months)		Initial Periodic Rate Cap (%)		Subsequent Periodic Rate Cap (%)		Gross Margin (%)		Maximum Mortgage Rate (%)		Minimum Mortgage Rate (%)		Months to Next Rate Adjust-ment		Reset Frequency (months)
4,847,847.91			7.743090		8.252090		359		359		N/A		1		3.0000		1.0000		5.252090		14.252090		8.252090		35		6
990,450.00			8.034363		8.543363		300		359		60		1		2.0028		1.3324		6.674509		15.208162		8.543363		35		6
481,050.00			6.642582		7.151582		300		360		60		0		1.5000		1.5000		6.920214		14.151582		7.151582		36		6
402,000.00			7.267082		7.776082		300		359		60		1		3.0000		1.0000		4.776082		13.776082		7.776082		35		6
2,467,689.92			6.297698		6.806698		300		357		60		3		2.5189		1.0712		4.287816		12.949139		6.806698		33		6
237,500.00			5.991000		6.500000		300		354		60		6		2.0000		1.0000		4.500000		12.500000		6.500000		30		6
526,848.87			7.503991		8.012991		300		356		60		4		2.0000		1.0000		6.012991		14.012991		8.012991		32		6
2,923,495.61			7.704891		8.213891		477		357		N/A		3		2.8530		1.0000		5.569365		14.213891		8.213891		33		6
283,782.37			6.481000		6.990000		478		358		N/A		2		3.0000		1.0000		3.990000		12.990000		6.990000		34		6
1,131,911.41			7.694541		8.203541		478		358		N/A		2		3.0000		1.0000		5.203541		14.203541		8.203541		34		6
832,791.86			6.899127		7.408127		478		358		N/A		2		3.0000		1.0000		4.619224		13.619224		7.408127		34		6
255,303.68			7.481000		7.990000		477		357		N/A		3		3.0000		1.0000		6.990000		13.990000		7.990000		33		6
147,152.05			8.391000		8.900000		477		357		N/A		3		3.0000		1.0000		6.900000		14.900000		6.900000		33		6
416,567.60			7.872563		8.381563		479		359		N/A		1		3.0000		1.0000		5.381563		14.381563		8.381563		35		6
3,840,643.69			7.098214		7.607214		479		359		N/A		1		3.0000		1.0000		4.621650		13.656685		7.607214		35		6
183,600.00			8.191000		8.700000		480		360		N/A		0		3.0000		1.0000		5.700000		14.700000		8.700000		36		6
146,960.51			7.741000		8.250000		479		359		N/A		1		3.0000		1.0000		5.250000		14.250000		8.250000		35		6
802,747.47			6.790062		7.299062		478		358		N/A		2		3.0000		1.0000		4.299062		13.299062		7.299062		34		6
318,637.62			6.766000		7.275000		479		359		N/A		1		3.0000		1.0000		4.275000		13.275000		7.275000		35		6
202,250.64			8.041000		8.550000		479		359		N/A		1		3.0000		1.0000		5.550000		14.550000		8.550000		35		6
2,788,168.27			7.616445		8.125445		478		358		N/A		2		2.8990		1.0000		5.226402		14.125445		8.125445		34		6
686,155.09			7.836994		8.345994		478		358		N/A		2		3.0000		1.0000		5.345994		14.345994		8.345994		34		6
364,416.21			8.244704		8.753704		479		359		N/A		1		3.0000		1.0000		5.753704		14.753704		8.753704		35		6
3,363,446.52			7.395676		7.904676		478		358		N/A		2		2.8854		1.0000		5.019252		13.904676		7.904676		34		6
252,204.29			6.891000		7.400000		535		355		N/A		5		2.0000		1.0000		5.400000		13.400000		7.400000		31		6
363,139.28			7.850692		8.359692		537		357		N/A		3		2.3902		1.0000		5.969492		14.359692		8.359692		33		6
2,189,669.35			7.860825		8.369825		597		357		N/A		3		2.7269		1.0000		5.555630		14.369825		8.369825		33		6
354,814.00			6.641000		7.150000		597		357		N/A		3		3.0000		1.0000		4.150000		13.150000		7.150000		33		6
734,924.22			8.340255		8.849255		599		359		N/A		1		3.0000		1.0000		5.849255		14.849255		8.849255		35		6
1,392,176.36			7.157067		7.666067		596		356		N/A		4		2.7057		1.0000		4.960330		13.666067		7.666067		32		6
279,906.63			8.591000		9.100000		596		356		N/A		4		3.0000		1.0000		6.100000		15.100000		9.100000		32		6
533,792.43			8.212149		8.721149		596		356		N/A		4		2.6443		1.0000		6.076895		14.721149		8.721149		32		6
4,821,067.19			6.955521		7.464521		597		357		N/A		3		2.5984		1.0000		4.866166		13.464521		7.464521		33		6
199,940.65			8.141000		8.650000		597		357		N/A		3		3.0000		1.0000		5.650000		14.650000		8.650000		33		6
225,467.05			7.101000		7.610000		599		359		N/A		1		3.0000		1.0000		4.610000		13.610000		7.610000		35		6
796,591.17			7.759860		8.268860		596		356		N/A		4		2.4015		1.0000		5.867315		14.268860		8.268860		32		6
221,280.48			7.341000		7.850000		596		356		N/A		4		3.0000		1.0000		4.850000		13.850000		7.850000		32		6
666,033.99			7.262666		7.771666		595		355		N/A		5		2.0000		1.0000		5.771666		13.771666		7.771666		31		6
1,866,426.94			6.843027		7.352027		597		357		N/A		3		2.7173		1.0000		4.634708		13.352027		7.352027		33		6
4,222,207.87			8.585202		9.094202		480		480		N/A		0		1.5000		1.5000		6.453111		16.094202		9.094202		36		6
221,000.00	*		8.991000		9.500000		480		480		N/A		0		1.5000		1.5000		5.750000		16.500000		9.500000		36		6
527,964.43			9.420870		9.929870		480		480		N/A		0		1.5000		1.5000		6.500000		16.929870		9.929870		36		6
259,000.00	*		8.366000		8.875000		480		480		N/A		0		1.5000		1.5000		6.000000		15.875000		8.875000		36		6
1,052,200.00			7.916632		8.425632		480		480		N/A		0		1.5000		1.5000		6.420048		15.425632		8.425632		36		6
6,781,420.06			7.891646		8.400646		480		480		N/A		0		1.5000		1.5000		6.524113		15.400646		8.400646		36		6

S-104

Principal Balance ($) (1)		Adjusted Net Mortgage Rate (%)		Mortgage Rate (%)		Remaining Amortization Term (months)		Remaining Term to Maturity (months)		Original Interest-Only Term (months)		Age (months)		Initial Periodic Rate Cap (%)		Subsequent Periodic Rate Cap (%)		Gross Margin (%)		Maximum Mortgage Rate (%)		Minimum Mortgage Rate (%)		Months to Next Rate Adjust-ment		Reset Frequency (months)
383,750.00	*		8.535707		9.044707		480		480		N/A		0		1.5000		1.5000		5.917427		16.044707		9.044707		36		6
193,500.00			9.341000		9.850000		480		480		N/A		0		1.5000		1.5000		7.000000		16.850000		9.850000		36		6
926,365.87			8.231465		8.740465		480		480		N/A		0		1.5000		1.5000		6.497053		15.740465		8.740465		36		6
224,000.00			7.491000		8.000000		480		480		N/A		0		1.5000		1.5000		5.750000		15.000000		8.000000		36		6
51,231,397.57			8.992262		9.501262		360		360		N/A		0		1.8270		1.4855		6.245282		16.484531		9.501262		60		6
1,142,100.00	*		9.656217		10.165217		360		360		N/A		0		3.0000		1.5000		6.694484		17.165217		10.165217		60		6
5,353,253.43			8.336392		8.845392		360		360		N/A		0		2.2202		1.5000		6.401722		15.845392		8.845392		60		6
710,500.00	*		8.969712		9.478712		360		360		N/A		0		3.0000		1.5000		6.569669		16.478712		9.478712		60		6
94,000.00			10.641000		11.150000		360		360		N/A		0		3.0000		1.5000		6.500000		18.150000		11.150000		60		6
517,550.00			9.179895		9.688895		360		360		N/A		0		2.8054		1.5000		6.436745		16.688895		9.688895		60		6
84,150.00			10.191000		10.700000		360		360		N/A		0		1.5000		1.5000		6.500000		17.700000		10.700000		60		6
47,402,500.94			8.473943		8.982943		360		360		N/A		0		1.6998		1.4886		6.497709		15.965128		8.982943		60		6
737,600.00	*		8.567464		9.076464		360		360		N/A		0		2.2476		1.5000		6.447939		16.076464		9.076464		60		6
507,615.76			6.932950		7.441950		359		359		N/A		1		1.5000		1.5000		5.110208		14.441950		7.441950		59		6
347,200.00			8.366000		8.875000		360		360		N/A		0		3.0000		1.5000		6.625000		15.875000		8.875000		60		6
187,500.00			8.691000		9.200000		360		360		N/A		0		1.5000		1.5000		4.750000		16.200000		9.200000		60		6
4,006,894.82			9.669511		10.178511		360		360		N/A		0		1.9969		1.5000		6.563236		17.178511		10.178511		60		6
6,519,295.62			8.833787		9.342787		360		360		N/A		0		1.6348		1.4937		6.540272		16.330285		9.342787		60		6
701,818.68			8.042149		8.551149		360		360		N/A		0		2.4809		1.1730		6.710909		14.897217		8.551149		60		6
1,176,273.69			9.128589		9.637589		360		360		N/A		0		1.7330		1.5000		6.501187		16.637589		9.637589		60		6
1,992,686.60			9.208878		9.717878		359		359		N/A		1		1.5000		1.5000		6.542107		16.717878		9.717878		59		6
233,434.63			7.481000		7.990000		358		358		N/A		2		3.0000		1.0000		4.990000		13.990000		7.990000		58		6
308,000.00			8.616000		9.125000		360		360		N/A		0		1.5000		1.5000		6.125000		16.125000		9.125000		60		6
9,079,887.64			8.432383		8.941383		360		360		N/A		0		3.0000		1.4934		6.437405		15.928215		8.915046		60		6
326,000.00	*		9.399282		9.908282		360		360		N/A		0		3.0000		1.5000		6.615031		16.908282		9.908282		60		6
284,400.00			8.366000		8.875000		360		360		N/A		0		3.0000		1.5000		6.375000		15.875000		8.875000		60		6
1,067,462.31			9.885593		10.394593		360		360		N/A		0		3.0000		1.5000		6.429813		17.394593		10.394593		60		6
21,200.00	*		12.491000		13.000000		360		360		N/A		0		3.0000		1.5000		6.500000		20.000000		13.000000		60		6
722,500.00			9.265299		9.774299		360		360		N/A		0		3.0000		1.5000		6.554775		16.774299		9.774299		60		6
441,300.00	*		10.234938		10.743938		360		360		N/A		0		3.0000		1.5000		6.557104		17.743938		10.743938		60		6
187,211.22			6.431000		6.940000		355		355		N/A		5		3.0000		1.0000		5.940000		12.940000		6.940000		55		6
442,727.83			8.850653		9.359653		360		360		N/A		0		3.0000		1.5000		6.418955		16.359653		9.359653		60		6
97,300.00	*		12.141000		12.650000		360		360		N/A		0		3.0000		1.5000		6.200000		19.650000		12.650000		60		6
207,422.14			8.481000		8.990000		355		355		N/A		5		6.0000		2.0000		2.750000		14.990000		8.990000		55		6
314,645.42			8.442123		8.951123		358		358		N/A		2		3.0000		1.0000		5.951123		14.951123		8.951123		58		6
455,100.00			7.235672		7.744672		360		360		N/A		0		3.0000		1.5000		4.187212		14.744672		7.744672		60		6
880,000.00			6.880545		7.389545		300		357		60		3		3.0000		1.0000		6.389545		13.389545		7.389545		57		6
279,000.00			6.081000		6.590000		300		356		60		4		3.0000		1.0000		5.590000		12.590000		6.590000		56		6
388,000.00			7.241000		7.750000		300		360		60		0		3.0000		1.0000		4.750000		13.750000		7.750000		60		6
449,800.00			7.730329		8.239329		240		360		120		0		3.0000		1.5000		6.362606		15.239329		8.239329		60		6
701,000.00			7.565536		8.074536		240		360		120		0		3.0000		1.5000		6.191512		15.074536		8.074536		60		6
306,000.00	*		7.741000		8.250000		240		360		120		0		3.0000		1.5000		7.000000		15.250000		8.250000		60		6
1,251,000.00			7.569977		8.078977		240		360		120		0		3.0000		1.5000		6.607714		15.078977		8.078977		60		6
246,800.00			6.366000		6.875000		240		354		120		6		3.0000		1.5000		2.500000		13.875000		6.875000		54		6
386,750.00			8.991000		9.500000		240		360		120		0		3.0000		1.5000		6.875000		16.500000		9.500000		60		6

S-105

Principal Balance ($) (1)		Adjusted Net Mortgage Rate (%)		Mortgage Rate (%)		Remaining Amortization Term (months)		Remaining Term to Maturity (months)		Original Interest-Only Term (months)		Age (months)		Initial Periodic Rate Cap (%)		Subsequent Periodic Rate Cap (%)		Gross Margin (%)		Maximum Mortgage Rate (%)		Minimum Mortgage Rate (%)		Months to Next Rate Adjust-ment		Reset Frequency (months)
846,587.76			6.840120		7.349120		479		359		N/A		1		3.0000		1.0000		6.682457		13.742423		7.349120		59		6
350,000.00			8.391000		8.900000		480		360		N/A		0		3.0000		1.0000		6.900000		14.900000		8.900000		60		6
669,829.44			7.015834		7.524834		477		357		N/A		3		3.0000		1.0000		6.410726		14.095374		7.524834		57		6
1,530,475.97			7.134510		7.643510		479		359		N/A		1		3.0000		1.0523		5.775768		13.888448		7.643510		59		6
189,000.00			6.366000		6.875000		480		360		N/A		0		3.0000		1.0000		5.000000		13.875000		6.875000		60		6
626,059.00			6.401000		6.910000		476		356		N/A		4		3.0000		1.0000		5.910000		12.910000		6.910000		56		6
137,716.09			7.291000		7.800000		478		358		N/A		2		3.0000		1.0000		4.800000		13.800000		7.800000		58		6
582,516.51			5.792317		6.301317		597		357		N/A		3		3.0000		1.0000		3.906570		12.301317		5.090812		57		6
28,748,978.25			8.633412		9.142412		480		480		N/A		0		1.6769		1.4970		6.289457		16.142412		9.142412		60		6
724,250.00	*		10.444531		10.953531		480		480		N/A		0		3.0000		1.5000		6.567052		17.953531		10.953531		60		6
9,488,923.11			8.224239		8.733239		479		479		N/A		1		1.7775		1.4703		6.467261		15.733239		8.733239		59		6
549,000.00	*		10.571929		11.080929		480		480		N/A		0		3.0000		1.5000		6.500000		18.080929		11.080929		60		6
162,951.94			7.391000		7.900000		479		479		N/A		1		1.5000		1.5000		6.500000		14.900000		7.900000		59		6
61,675,545.44			7.937809		8.446809		480		480		N/A		0		1.6426		1.4933		6.498848		15.438834		8.446809		60		6
460,000.00	*		7.975348		8.484348		480		480		N/A		0		3.0000		1.5000		6.671739		15.484348		8.484348		60		6
1,091,938.35			8.005213		8.514213		480		480		N/A		0		1.9945		1.5000		4.297274		15.514213		8.514213		60		6
322,500.00			8.102163		8.611163		480		480		N/A		0		1.5000		1.5000		6.670930		15.611163		8.611163		60		6
182,900.00			5.741000		6.250000		480		480		N/A		0		1.5000		1.5000		5.875000		13.250000		6.250000		60		6
1,231,791.00			9.136005		9.645005		479		479		N/A		1		1.6946		1.5000		6.469071		16.645005		9.645005		59		6
117,000.00	*		10.341000		10.850000		480		480		N/A		0		3.0000		1.5000		7.000000		17.850000		10.850000		60		6
4,903,719.07			8.090048		8.599048		479		479		N/A		1		1.6413		1.4745		6.556016		15.548090		8.599048		59		6
419,526.13			7.931150		8.440150		479		479		N/A		1		3.0000		1.0000		6.599337		14.440150		8.440150		59		6
448,712.41			6.171524		6.680524		479		479		N/A		1		2.2452		1.2516		5.686949		13.680524		6.680524		59		6
173,358.61			8.116000		8.625000		479		479		N/A		1		1.5000		1.5000		6.250000		15.625000		8.625000		59		6
15,057,033.64			8.097040		8.606040		480		480		N/A		0		3.0000		1.5000		6.402298		15.606040		8.606040		60		6
147,600.00	*		8.241000		8.750000		480		480		N/A		0		3.0000		1.5000		6.750000		15.750000		8.750000		60		6
119,700.00			10.691000		11.200000		480		480		N/A		0		3.0000		1.5000		7.000000		18.200000		11.200000		60		6
370,000.00			5.366000		5.875000		480		480		N/A		0		3.0000		1.5000		5.750000		12.875000		5.875000		60		6
505,230.00			9.036514		9.545514		480		480		N/A		0		3.0000		1.5000		6.337480		16.545514		9.545514		60		6

(1) In the above table, each asterisk in the Principal Balance column indicates a Mortgage Loan with respect to which the first Due Date occurs on October 1, 2007 and with respect to which a scheduled payment of interest would be advanced for such Mortgage Loan for the September 2007 Due Date at the related Mortgage Rate less the sum of the Servicing Fee Rate and the premium rate for any applicable mortgage insurance policy.

S-106

Loan Group 2 Adjustable Rate Mortgage Loans

Principal Balance ($) (1)	Adjusted Net Mortgage Rate (%)	Mortgage Rate (%)	Remaining Amortization Term (months)	Remaining Term to Maturity (months)	Original Interest-Only Term (months)	Age (months)	Initial Periodic Rate Cap (%)	Subsequent Periodic Rate Cap (%)	Gross Margin (%)	Maximum Mortgage Rate (%)	Minimum Mortgage Rate (%)	Months to Next Rate Adjust-ment	Reset Frequency (months)
2,940,587.18	8.246748	8.755748	359	359	N/A	1	1.3312	1.0000	6.204217	15.755748	8.755748	5	6
214,969.72	5.111000	5.620000	359	359	N/A	1	1.5000	1.5000	5.620000	12.620000	5.620000	5	6
1,018,796.00	6.976538	7.485538	360	360	N/A	0	1.0000	1.0000	6.468418	14.485538	7.485538	6	6
287,733.25	5.866000	6.375000	359	359	N/A	1	1.0000	1.0000	5.000000	13.375000	6.375000	5	6
171,928.39	8.591000	9.100000	478	358	N/A	2	3.0000	1.0000	7.100000	15.100000	7.100000	4	6
11,515,152.26	8.482577	8.991577	357	357	N/A	3	2.8863	1.0354	7.058056	15.059176	8.213964	21	6
782,935.83	9.071368	9.580368	358	358	N/A	2	3.0000	1.0000	7.544890	15.500084	7.886665	22	6
192,025.29	10.091000	10.600000	359	359	N/A	1	3.0000	1.0000	7.600000	16.600000	10.600000	23	6
119,690.10	7.731000	8.240000	356	356	N/A	4	3.0000	1.0000	7.240000	14.240000	8.240000	20	6
152,781.21	9.741000	10.250000	358	358	N/A	2	3.0000	1.0000	7.250000	16.250000	10.250000	22	6
7,277,202.22	8.556624	9.065624	357	357	N/A	3	2.9177	1.0274	6.974650	15.193870	7.816454	21	6
497,543.70	7.943671	8.452671	356	356	N/A	4	3.0000	1.0000	7.452671	14.452671	8.452671	20	6
2,088,769.78	8.510231	9.019231	357	357	N/A	3	3.0000	1.0000	7.361997	15.019231	8.446698	21	6
255,327.21	6.181000	6.690000	357	357	N/A	3	3.0000	1.0000	5.690000	12.690000	6.690000	21	6
2,327,423.90	8.981648	9.490648	357	357	N/A	3	2.8958	1.0000	7.442169	15.490648	7.880689	21	6
3,326,419.22	8.013764	8.522764	357	357	N/A	3	3.0000	1.0000	7.370804	14.522764	8.522764	21	6
2,066,065.13	8.622732	9.131732	357	357	N/A	3	3.0000	1.0000	7.204783	15.065167	7.403793	21	6
239,382.08	8.999159	9.508159	357	357	N/A	3	3.0000	1.0000	7.508159	15.508159	7.509791	21	6
140,056.37	8.191000	8.700000	358	358	N/A	2	3.0000	1.0000	6.700000	14.700000	6.700000	22	6
117,435.09	8.291000	8.800000	359	359	N/A	1	3.0000	1.0000	5.800000	14.800000	8.800000	23	6
179,880.44	7.541000	8.050000	359	359	N/A	1	3.0000	1.0000	5.050000	14.050000	8.050000	23	6
1,100,744.84	7.503309	8.012309	357	357	N/A	3	2.8895	1.0000	5.122824	14.012309	8.012309	21	6
927,711.71	9.210945	9.719945	357	357	N/A	3	3.0000	1.0000	7.719945	15.719945	7.719945	21	6
466,385.50	9.816137	10.325137	357	357	N/A	3	3.0000	1.0000	7.401259	16.325137	7.401259	21	6
141,170.38	9.341000	9.850000	358	358	N/A	2	3.0000	1.0000	7.570000	15.850000	7.570000	22	6
97,671.96	9.991000	10.500000	358	358	N/A	2	3.0000	1.0000	7.350000	16.500000	7.350000	22	6
11,033,983.53	8.232776	8.741776	300	358	60	2	2.1528	1.2824	6.463374	15.319690	8.699566	22	6
2,169,100.00	7.492331	8.001331	300	358	60	2	1.8153	1.3949	6.370442	14.791106	8.001331	22	6
329,200.00	6.366000	6.875000	300	353	60	7	1.5000	1.5000	6.125000	13.875000	6.875000	17	6
593,910.00	8.248823	8.757823	300	358	60	2	3.0000	1.0000	6.818590	15.288207	8.757823	22	6
325,000.00	7.441000	7.950000	300	359	60	1	3.0000	1.0000	5.950000	13.950000	7.950000	23	6
32,201,670.13	7.453406	7.962406	300	358	60	2	2.0426	1.3079	6.405909	14.602820	7.881447	22	6
172,000.00	7.631000	8.140000	300	356	60	4	3.0000	1.0000	7.140000	14.140000	8.140000	20	6
833,000.00	8.361756	8.870756	300	359	60	1	1.5000	1.5000	6.256978	15.870756	8.870756	23	6
4,470,003.07	7.208777	7.717777	300	356	60	4	2.9613	1.0129	6.501232	13.743549	7.717777	20	6
581,767.90	6.795981	7.304981	300	356	60	4	2.6687	1.0000	4.636329	13.304981	7.304981	20	6
608,000.00	5.291000	5.800000	240	356	120	4	3.0000	1.0000	4.800000	11.800000	5.800000	20	6
293,600.00	7.081000	7.590000	240	356	120	4	3.0000	1.0000	6.590000	13.590000	7.590000	20	6
701,078.16	7.188010	7.697010	240	356	120	4	3.0000	1.0000	6.697010	13.697010	7.697010	20	6
5,369,142.89	8.297303	8.806303	477	357	N/A	3	3.0000	1.0000	6.825859	14.806303	7.801595	21	6
699,467.04	7.931000	8.440000	477	357	N/A	3	3.0000	1.0000	7.440000	14.440000	8.440000	21	6
539,209.69	7.991000	8.500000	476	356	N/A	4	3.0000	1.0000	7.500000	14.500000	8.500000	20	6
479,583.99	8.481000	8.990000	476	356	N/A	4	3.0000	1.0000	5.990000	14.990000	8.990000	20	6

S-107

Principal Balance ($) (1)	Adjusted Net Mortgage Rate (%)	Mortgage Rate (%)	Remaining Amortization Term (months)	Remaining Term to Maturity (months)	Original Interest-Only Term (months)	Age (months)	Initial Periodic Rate Cap (%)	Subsequent Periodic Rate Cap (%)	Gross Margin (%)	Maximum Mortgage Rate (%)	Minimum Mortgage Rate (%)	Months to Next Rate Adjust-ment	Reset Frequency (months)
7,951,147.38	8.169499	8.678499	477	357	N/A	3	3.0000	1.0130	6.669472	14.618414	6.985444	21	6
239,573.71	7.791000	8.300000	478	358	N/A	2	3.0000	1.0000	6.300000	14.300000	6.300000	22	6
747,438.05	6.992326	7.501326	477	357	N/A	3	3.0000	1.0000	5.799734	13.501326	6.098142	21	6
177,381.59	8.381000	8.890000	477	357	N/A	3	3.0000	1.0000	7.890000	14.890000	8.890000	21	6
278,794.65	7.692231	8.201231	478	358	N/A	2	3.0000	1.0000	6.201231	14.201231	6.201231	22	6
2,020,900.49	7.584025	8.093025	476	356	N/A	4	2.9061	1.0000	6.999141	14.093025	8.093025	20	6
1,111,991.60	8.428383	8.937383	478	358	N/A	2	3.0000	1.0000	6.937383	14.937383	6.937383	22	6
206,325.37	8.481000	8.990000	475	355	N/A	5	2.0000	1.0000	6.990000	14.990000	8.990000	19	6
529,820.15	8.100768	8.609768	478	358	N/A	2	3.0000	1.0000	6.609768	14.609768	6.609768	22	6
123,152.28	9.591000	10.100000	535	355	N/A	5	2.0000	1.0000	8.100000	16.100000	10.100000	19	6
232,664.37	7.481000	7.990000	537	357	N/A	3	3.0000	1.0000	4.990000	13.990000	7.990000	21	6
2,702,545.85	8.254964	8.763964	596	356	N/A	4	3.0000	1.0000	6.375653	14.763964	7.540586	20	6
5,820,940.10	6.744743	7.253743	596	356	N/A	4	3.0000	1.0000	4.974257	13.253743	5.726429	20	6
371,863.67	7.591000	8.100000	597	357	N/A	3	3.0000	1.0000	6.100000	14.100000	6.100000	21	6
112,487.57	11.341000	11.850000	596	356	N/A	4	1.0000	1.0000	6.750000	17.850000	6.750000	20	6
195,224.47	8.791000	9.300000	595	355	N/A	5	2.0000	1.0000	7.300000	15.300000	9.300000	19	6
299,444.11	8.441000	8.950000	596	356	N/A	4	3.0000	1.0000	5.950000	14.950000	8.950000	20	6
607,247.50	6.191000	6.700000	596	356	N/A	4	3.0000	1.0000	3.700000	12.700000	6.700000	20	6
1,261,147.27	8.024735	8.533735	597	357	N/A	3	3.0000	1.0000	5.533735	14.533735	8.533735	21	6
336,018.46	10.286645	10.795645	479	479	N/A	1	1.5000	1.5000	6.686095	17.795645	10.795645	23	6
137,715.03	9.491000	10.000000	479	479	N/A	1	1.5000	1.5000	4.500000	17.000000	10.000000	23	6
99,753.95	6.841000	7.350000	473	473	N/A	7	3.0000	1.0000	5.350000	13.350000	7.350000	17	6
6,626,768.82	9.318119	9.827119	359	359	N/A	1	2.1488	1.2777	6.577465	16.423558	9.726433	35	6
3,430,565.66	9.237401	9.746401	360	360	N/A	0	1.5548	1.4817	6.787669	16.709862	9.746401	36	6
290,460.00	11.803634	12.312634	360	360	N/A	0	1.5000	1.5000	6.937448	19.312634	12.312634	36	6
161,155.57	9.741000	10.250000	355	355	N/A	5	2.0000	1.0000	8.250000	16.250000	10.250000	31	6
370,238.03	8.745309	9.254309	359	359	N/A	1	3.0000	1.0000	6.254309	15.254309	9.254309	35	6
146,977.67	8.991000	9.500000	359	359	N/A	1	1.5000	1.5000	8.125000	16.500000	9.500000	35	6
496,332.07	8.543689	9.052689	359	359	N/A	1	1.9667	1.3444	7.214691	15.741542	9.052689	35	6
355,255.91	9.718854	10.227854	357	357	N/A	3	2.4664	1.0000	7.761474	16.227854	10.227854	33	6
116,910.00	8.481000	8.990000	360	360	N/A	0	3.0000	1.0000	5.990000	14.990000	8.990000	36	6
3,534,039.25	8.528389	9.037389	360	360	N/A	0	1.7631	1.4123	6.253438	15.862010	9.037389	36	6
659,423.79	6.951255	7.460255	359	359	N/A	1	3.0000	1.0000	4.460255	13.460255	7.460255	35	6
625,894.74	9.390908	9.899908	359	359	N/A	1	1.7444	1.4185	6.959260	16.736947	9.899908	35	6
667,450.30	9.848683	10.357683	359	359	N/A	1	1.6595	1.4468	6.626408	17.251378	10.357683	35	6
431,263.26	8.303144	8.812144	358	358	N/A	2	3.0000	1.0000	7.780963	14.812144	8.812144	34	6
208,039.94	8.891000	9.400000	358	358	N/A	2	3.0000	1.0000	7.400000	15.400000	7.400000	34	6
1,408,716.19	7.652318	8.161318	358	358	N/A	2	2.8942	1.0000	5.267126	14.161318	8.161318	34	6
307,460.71	8.622614	9.131614	358	358	N/A	2	2.7168	1.0000	6.344035	15.131614	9.131614	34	6
2,262,656.58	7.736750	8.245750	358	358	N/A	2	3.0000	1.0000	5.245750	14.245750	8.245750	34	6
1,511,125.00	6.348205	6.857205	300	358	60	2	2.0956	1.3015	5.347361	13.460150	6.857205	34	6
494,100.00	6.741000	7.250000	300	356	60	4	3.0000	1.0000	4.250000	13.250000	7.250000	32	6
456,964.11	7.958013	8.467013	300	359	60	1	2.6102	1.1299	6.304596	15.130632	7.794251	35	6
5,785,130.51	6.805863	7.314863	300	357	60	3	2.5223	1.1190	5.305738	13.552783	7.314863	33	6
542,200.00	8.499502	9.008502	300	358	60	2	2.6916	1.0000	7.700129	15.700129	9.008502	34	6

S-108

Principal Balance ($) (1)		Adjusted Net Mortgage Rate (%)	Mortgage Rate (%)	Remaining Amortization Term (months)	Remaining Term to Maturity (months)	Original Interest-Only Term (months)	Age (months)	Initial Periodic Rate Cap (%)	Subsequent Periodic Rate Cap (%)	Gross Margin (%)	Maximum Mortgage Rate (%)	Minimum Mortgage Rate (%)	Months to Next Rate Adjust-ment	Reset Frequency (months)
575,900.00		7.364400	7.873400	300	356	60	4	3.0000	1.0000	6.873400	13.873400	7.873400	32	6
914,950.00		7.116445	7.625445	300	357	60	3	3.0000	1.0000	4.625445	13.625445	7.625445	33	6
499,991.63		7.881000	8.390000	240	356	120	4	3.0000	1.0000	7.390000	14.390000	8.390000	32	6
319,500.00		8.241000	8.750000	240	356	120	4	3.0000	1.0000	5.750000	14.750000	8.750000	32	6
2,300,592.71		8.383191	8.892191	478	358	N/A	2	2.8906	1.0000	6.039287	14.892191	8.892191	34	6
198,210.70		8.741000	9.250000	479	359	N/A	1	3.0000	1.0000	6.250000	15.250000	9.250000	35	6
599,873.72		8.541000	9.050000	479	359	N/A	1	3.0000	1.0000	6.050000	15.050000	9.050000	35	6
988,121.13		8.626109	9.135109	480	360	N/A	0	3.0000	1.0000	6.135109	15.135109	9.135109	36	6
620,860.15		7.702344	8.211344	479	359	N/A	1	3.0000	1.0000	5.365968	14.211344	8.211344	35	6
393,800.06		9.041000	9.550000	472	352	N/A	8	3.0000	1.0000	8.000000	15.550000	9.550000	28	6
6,291,807.02		6.823536	7.332536	478	358	N/A	2	3.0000	1.0000	4.835184	13.388247	7.332536	34	6
1,470,926.77		7.234434	7.743434	479	359	N/A	1	3.0000	1.0000	4.743434	13.743434	7.743434	35	6
536,874.27		8.181000	8.690000	479	359	N/A	1	3.0000	1.0000	5.690000	14.690000	8.690000	35	6
104,858.96		6.971000	7.480000	477	357	N/A	3	3.0000	1.0000	6.480000	13.480000	7.480000	33	6
200,950.23		7.991000	8.500000	479	359	N/A	1	3.0000	1.0000	8.500000	15.500000	8.500000	35	6
1,690,171.28		7.408597	7.917597	479	359	N/A	1	3.0000	1.0000	4.917597	13.917597	7.917597	35	6
837,403.99		7.349280	7.858280	479	359	N/A	1	3.0000	1.0000	4.858280	13.858280	7.858280	35	6
1,677,041.84		7.769233	8.278233	479	359	N/A	1	2.8728	1.0000	5.405443	14.278233	8.278233	35	6
2,405,493.21		7.998356	8.507356	598	358	N/A	2	3.0000	1.0000	5.507356	14.507356	8.507356	34	6
4,488,696.27		7.091976	7.600976	597	357	N/A	3	2.7857	1.0000	4.815265	13.600976	7.600976	33	6
1,027,570.08		7.891025	8.400025	596	356	N/A	4	3.0000	1.0000	5.400025	14.400025	8.400025	32	6
231,698.71		7.841000	8.350000	598	358	N/A	2	3.0000	1.0000	5.350000	14.350000	8.350000	34	6
438,573.74		7.728681	8.237681	597	357	N/A	3	3.0000	1.0000	5.237681	14.237681	8.237681	33	6
1,127,955.00		9.382333	9.891333	480	480	N/A	0	1.5000	1.5000	6.487262	16.891333	9.891333	36	6
2,882,500.00		8.940297	9.449297	480	480	N/A	0	1.5000	1.5000	6.675629	16.449297	9.449297	36	6
152,500.00		8.366000	8.875000	480	480	N/A	0	1.5000	1.5000	6.750000	15.875000	8.875000	36	6
814,967.16		8.478942	8.987942	480	480	N/A	0	1.5000	1.5000	6.693239	15.987942	8.987942	36	6
5,951,075.72		8.640502	9.149502	480	480	N/A	0	1.5333	1.4889	6.692857	16.127326	9.149502	36	6
749,800.21		7.741000	8.250000	479	479	N/A	1	1.5000	1.5000	6.750000	15.250000	8.250000	35	6
102,150.00		10.541000	11.050000	480	480	N/A	0	3.0000	1.0000	7.000000	18.050000	11.050000	36	6
47,799,890.73		9.653518	10.162518	360	360	N/A	0	1.9550	1.4651	6.584803	17.135932	10.156461	60	6
1,570,050.00	*	10.421780	10.930780	360	360	N/A	0	3.0000	1.5000	6.684426	17.930780	10.930780	60	6
10,915,969.03		9.220635	9.729635	360	360	N/A	0	2.1252	1.4568	6.595773	16.719655	9.729635	60	6
374,400.00	*	8.741000	9.250000	360	360	N/A	0	3.0000	1.5000	6.500000	16.250000	9.250000	60	6
171,200.00		9.616000	10.125000	360	360	N/A	0	3.0000	1.5000	6.125000	17.125000	10.125000	60	6
590,824.54		8.816592	9.325592	359	359	N/A	1	2.0583	1.3139	6.946780	16.325592	9.325592	59	6
1,664,256.54		7.954568	8.463568	359	359	N/A	1	2.8784	1.0405	6.487729	15.463568	8.463568	59	6
76,500.00		11.041000	11.550000	360	360	N/A	0	3.0000	1.5000	6.500000	18.550000	11.550000	60	6
40,763,225.96		9.044284	9.553284	360	360	N/A	0	1.7978	1.4684	6.685623	16.508178	9.553284	60	6
703,532.08		8.115252	8.624252	359	359	N/A	1	2.3629	1.2124	6.093359	15.048966	8.624252	59	6
110,675.00		11.481000	11.990000	360	360	N/A	0	1.5000	1.5000	7.000000	18.990000	11.990000	60	6
507,600.00		8.641000	9.150000	360	360	N/A	0	1.5000	1.5000	5.250000	16.150000	9.150000	60	6
422,750.00	*	8.041000	8.550000	360	360	N/A	0	3.0000	1.5000	5.250000	15.550000	8.550000	60	6
4,426,059.51		10.549870	11.058870	359	359	N/A	1	1.6679	1.5000	6.797747	18.058870	11.058870	59	6
4,623,694.98		9.265925	9.774925	359	359	N/A	1	1.8465	1.4379	6.812974	16.663568	9.774925	59	6

S-109

Principal Balance ($) (1)		Adjusted Net Mortgage Rate (%)	Mortgage Rate (%)	Remaining Amortization Term (months)	Remaining Term to Maturity (months)	Original Interest-Only Term (months)	Age (months)	Initial Periodic Rate Cap (%)	Subsequent Periodic Rate Cap (%)	Gross Margin (%)	Maximum Mortgage Rate (%)	Minimum Mortgage Rate (%)	Months to Next Rate Adjust-ment	Reset Frequency (months)
1,184,683.50		8.764546	9.273546	359	359	N/A	1	2.8450	1.0517	7.735949	15.844933	9.273546	59	6
975,444.56		8.498064	9.007064	359	359	N/A	1	2.2896	1.3393	7.152827	15.775725	8.544386	59	6
428,509.89		10.897993	11.406993	359	359	N/A	1	1.5000	1.5000	6.500000	18.406993	11.406993	59	6
394,232.34		9.254872	9.763872	359	359	N/A	1	1.5000	1.5000	6.823201	16.763872	9.763872	59	6
325,250.00		10.138848	10.647848	360	360	N/A	0	3.0000	1.0000	7.552821	16.839239	10.647848	60	6
205,331.77		7.071000	7.580000	354	354	N/A	6	3.0000	1.0000	4.580000	13.580000	7.580000	54	6
168,805.32		10.191000	10.700000	357	357	N/A	3	3.0000	1.0000	7.200000	16.700000	7.200000	57	6
7,089,109.03		9.187836	9.696836	359	359	N/A	1	3.0000	1.4929	6.612240	16.682678	9.696836	59	6
822,825.00	*	9.794755	10.303755	360	360	N/A	0	3.0000	1.5000	6.822095	17.303755	10.303755	60	6
1,064,910.04		11.014560	11.523560	360	360	N/A	0	3.0000	1.4606	6.949580	18.444797	11.366035	60	6
889,610.00	*	9.647665	10.156665	360	360	N/A	0	3.0000	1.5000	6.762930	17.156665	10.156665	60