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