Unassociated Document

ABS New Transaction

Preliminary Term Sheet

$149,195,000

(Approximate)

CWABS, Inc.

Depositor

ASSET-BACKED CERTIFICATES,

SERIES 2006-BC4

HOME LOANS

Seller and Master Servicer

This information is furnished to you solely by Countrywide Securities Corporation and not by the issuer or any of its affiliates (other than Countrywide Securities Corporation).

The asset-backed securities referred to in this free writing prospectus are being offered when, as and if issued. In particular, you are advised that asset-backed securities, and the asset pools backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated), at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that change, and you are advised that all or a portion of the securities may not be issued that have the characteristics described in this free writing prospectus. Any obligation on our part to sell securities to you will be conditioned on the securities having the characteristics described in this free writing prospectus. If that condition is not satisfied, we will notify you, and neither the issuer nor the underwriter will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS AT NO CHARGE BY VISITING EDGAR ON THE SECURITIES AND EXCHANGE COMMISSION WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY CALLING TOLL-FREE 1-866-500-5409.

This free writing prospectus does not contain all information that is required to be included in the base prospectus and the prospectus supplement.

The information in this free writing prospectus is preliminary and is subject to completion or change.

The information in this free writing prospectus, if conveyed prior to the time of your commitment to purchase, supersedes any similar prior information contained in any prior free writing prospectus relating to these securities.

The information in this free writing prospectus may be based on preliminary assumptions about the pool assets and the structure. Any such assumptions are subject to change.

The information in this free writing prospectus may reflect parameters, metrics or scenarios specifically requested by you. If so, prior to the time of your commitment to purchase, you should request updated information based on any parameters, metrics or scenarios specifically required by you.

The issuer of the securities has not prepared, provided, approved or verified any statistical or numerical information presented in this free writing prospectus, although that information may be based in part on loan level data provided by the issuer or its affiliates.

Please be advised that asset-backed securities may not be appropriate for all investors. Potential investors must be willing to assume, among other things, market price volatility, prepayments, yield curve and interest rate risk. Investors should fully consider the risk of an investment in these securities.

If you have received this communication in error, please notify the sending party immediately by telephone and return the original to such party by mail.

This information is furnished to you solely by Countrywide Securities Corporation and not by the issuer or any of its affiliates (other than Countrywide Securities Corporation).

Preliminary Term Sheet

Date: September 12, 2006

$149,195,000 (Approximate)

CWABS Asset-Backed Certificates, Series 2006-BC4

	Principal	WAL (Years)	Payment Window	Expected Ratings	Last Scheduled	Certificate
Class ⁽¹⁾⁽²⁾	Balance ⁽³⁾	Call/Mat⁽⁴⁾	(Mos) Call/Mat⁽⁴⁾	(S&P/Moody’s) ⁽⁵⁾	Distribution Date	Type
1-A	$201,096,000	*Not Offered Herein*		AAA/Aaa	*Not Offered Herein*	Floating Rate Senior
2-A-1	$179,188,000	*Not Offered Herein*		AAA/Aaa	*Not Offered Herein*	Floating Rate Senior Sequential
2-A-2	$74,495,000	2.98 / 2.98	23 - 72 / 23 - 72	AAA/Aaa	10/25/2036	Floating Rate Senior Sequential
2-A-3	$24,021,000	*Not Offered Herein*		AAA/Aaa	*Not Offered Herein*	Floating Rate Senior Sequential
M-1	$22,200,000	4.92 / 5.44	48 - 78 / 48 - 155	AA+/Aa1	10/25/2036	Floating Rate Mezzanine
M-2	$20,400,000	4.70 / 5.20	45 - 78 / 45 - 147	AA/Aa2	10/25/2036	Floating Rate Mezzanine
M-3	$12,600,000	4.58 / 5.06	43 - 78 / 43 - 139	AA-/Aa3	10/25/2036	Floating Rate Mezzanine
M-4	$10,200,000	*Not Offered Herein*		A+/A1	*Not Offered Herein*	Floating Rate Mezzanine
M-5	$10,200,000	4.48 / 4.90	40 - 78 / 40 - 126	A/A2	10/25/2036	Floating Rate Mezzanine
M-6	$9,300,000	4.44 / 4.82	39 - 78 / 39 - 118	A-/A3	10/25/2036	Floating Rate Mezzanine
M-7	$9,300,000	*Not Offered Herein*		BBB+/Baa1	*Not Offered Herein*	Floating Rate Mezzanine
M-8	$6,000,000	*Not Offered Herein*		BBB/Baa2	*Not Offered Herein*	Floating Rate Mezzanine
M-9	$3,600,000	*Not Offered Hereby*		BBB-/Baa3	*Not Offered Hereby*	Floating Rate Mezzanine
B	$6,000,000	*Not Offered Hereby*		BB+/Ba1	*Not Offered Hereby*	Floating Rate Subordinate
Total:	$149,195,000

(1)

The Class 1-A Certificates (which are not offered herein) are backed primarily by the cashflows from the Group 1 Mortgage Loans and the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates (collectively, the “Class 2-A Certificates”) are backed primarily by the cashflows from the Group 2 Mortgage Loans. Together, the Class 1-A Certificates and Class 2-A Certificates are referred to herein as the “Senior Certificates.” Under certain conditions referred to under “Priority of Distributions,” cashflows from one loan group may be used to make certain payments to the Senior Certificate(s) related to the other loan groups. The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B Certificates (collectively, the “Subordinate Certificates”) are backed by the cashflows from all of the Mortgage Loans.

(2)

The margins on the Senior Certificates will be equal to 2.0x the original margins and the margins on the Subordinate Certificates will be equal to 1.5x the original margins, after the Clean-up Call date.

(3)

The certificate principal balance of each Class of Certificates is subject to a 10% variance.

(4)

See “Pricing Prepayment Speed” below.

(5)

Rating Agency Contacts: Standard & Poor’s, Jefferson Ganoza 212-553-4631; Moody’s, Amy Samuels 212-438-2874.

Trust/Issuer:	CWABS Asset-Backed Certificates Trust 2006-BC4.

Depositor:	CWABS, Inc.

Seller:	Countrywide Home Loans, Inc. (*“Countrywide”*).

Master Servicer:	Countrywide Home Loans Servicing LP.

Underwriter:	Countrywide Securities Corporation (Lead Manager).

Trustee/Custodian:	The Bank of New York, a New York banking corporation.

Swap Provider:	[TBD].

Offered Certificates:	The (i) Class 1-A Certificates (which are not offered herein) and Class 2-A Certificates (including the Class 2-A-1 and Class 2-A-3 Certificates which are not being offered herein) (together, the “*Senior Certificates”) and (ii) the Subordinate Certificates (including the Class M-4, Class M-7 and Class M-8 Certificates which are not being offered herein) (other than the Class M-9 and Class B Certificates which are not offered hereby) are referred to herein together as the “Offered Certificates*.”

Non-Offered Certificates:	The “*Non-Offered Certificates” consist of the Class M-9, Class B, Class C, Class P and Class A-R Certificates. The Offered Certificates and Non-Offered Certificates are together referred to herein as the “Certificates*.”

Federal Tax Status:	It is anticipated that the Offered Certificates will represent ownership of REMIC regular interests for tax purposes.

Registration:	The Offered Certificates will be available in book-entry form through DTC, Clearstream, Luxembourg and the Euroclear System.

Statistical Pool
Calculation Date:	September 1, 2006.

Cut-off Date:	As to any Mortgage Loan delivered on the closing date, the later of September 1, 2006 and the origination date of such Mortgage Loan.

Expected Pricing Date:	September [15], 2006.

Expected Closing Date:	September 29, 2006.

Expected Settlement Date:	September 29, 2006.

Distribution Date:	The 25th day of each month (or, if not a business day, the next succeeding business day), commencing in October 2006.

Accrued Interest:	The price to be paid by investors for the Offered Certificates will not include accrued interest (i.e., settling flat).

Interest Accrual Period:	The “*Interest Accrual Period*” for each Distribution Date with respect to the Senior and Subordinate Certificates will be the period beginning with the previous Distribution Date (or, in the case of the first Distribution Date, the Closing Date) and ending on the day prior to such Distribution Date (on an actual/360 day basis).

ERISA Eligibility:	The Offered Certificates are expected to be eligible for purchase by employee benefit plans and similar plans and arrangements that are subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, that qualify under an investor based prohibited transaction class exemption, as described in the prospectus.

SMMEA Eligibility:	The Certificates will not constitute “mortgage related securities” for the purposes of SMMEA.

Optional Termination:	The majority holder of the Class C Certificates will have the option to direct the master servicer to instruct the trustee to conduct an auction of all the remaining assets of the issuing entity on any Distribution Date on or after which the aggregate stated principal balance of the Mortgage Loans as of the end of the related due period is less than or equal to 10% of the sum of the original Pre-Funded Amount and the aggregate stated principal balance of the Closing Date Pool as of the Cut-off Date (any such Distribution Date, an “*Optional Termination Date*”). The Master Servicer will also have the option to purchase all the remaining assets of the issuing entity if the majority holder of the Class C Certificates does not exercise its option to direct an auction of the assets.

Pricing Prepayment Speed:	The Offered Certificates will be priced based on the following collateral prepayment assumptions:

Fixed Rate Mortgage Loans

100% PPC, which assumes 20% HEP (i.e., prepayments start at 2.0% CPR in month one, and increase by 2.0% CPR each month to 20% CPR in month ten, and remain at 20% CPR thereafter); provided, however, the prepayment rate will not exceed 85% CPR per annum in any period for any percentage of PPC.

Adjustable Rate Mortgage Loans

100% PPC, which assumes 6% CPR in month 1, an additional 1/11th of 24% CPR for each month thereafter, building to 30% CPR in month 12 and remaining constant at 30% CPR until month 24, increasing to and remaining constant at 50% CPR from month 25 until month 29, decreasing 1/4th of 20% CPR for each month thereafter to 30% CPR in month 33 and remaining constant at 30% CPR from month 33 and thereafter; provided, however, the prepayment rate will not exceed 85% CPR per annum in any period for any percentage of PPC.

Mortgage Loans:	The collateral tables included in this Preliminary Term Sheet as Appendix A represent a statistical pool of Mortgage Loans with scheduled balances as of the Statistical Pool Calculation Date (the “*Statistical Pool”). It is expected that (a) additional mortgage loans will be included in the Trust on the Closing Date and (b) certain Mortgage Loans may be prepaid or otherwise determined not to meet the eligibility requirement for inclusion in the pool of Mortgage Loans delivered to the Trust on the Closing Date (the “Closing Date Pool*”). The characteristics of the Closing Date Pool will vary from the characteristics of the Statistical Pool described herein, although any such difference is not expected to be material. See the attached collateral descriptions for additional information.

	As of the Statistical Pool Calculation Date, the aggregate stated principal balance of the mortgage loans included in the Statistical Pool was approximately $593,586,807 of which: (i) approximately $249,990,087 were fixed rate and adjustable rate conforming balance first lien mortgage loans made to borrowers with credit-blemished histories and (ii) approximately $343,596,720 were fixed rate and adjustable rate nonconforming balance first lien mortgage loans made to borrowers with credit-blemished histories.

Pre-Funded Amount:	A deposit of not more than $150,000,000 (the *“Pre-Funded Amount”) will be made to a pre-funding account (the “Pre-Funding Account”) on the Closing Date. From the Closing Date through November [9], 2006 (the “Funding Period”), the Pre-Funded Amount will be used to purchase subsequent mortgage loans (the “Subsequent Mortgage Loans”), which will be included in the Trust to create a final pool of Mortgage Loans (the “Final Pool”). The characteristics of the Final Pool will vary from the characteristics of the Closing Date Pool, although any such difference is not expected to be material. It is expected that, after giving effect to the purchase of Subsequent Mortgage Loans during the Funding Period, the Final Pool of Mortgage Loans will be comprised of approximately $252,000,000 of mortgage loans with conforming balances (the “Group 1 Mortgage Loans”) and approximately $348,000,000 of mortgage loans (the “*Group 2 Mortgage Loans”, and together with the Group 1 Mortgage Loans, the “Mortgage Loans”**). Any portion of the Pre-Funded Amount remaining on the last day of the Funding Period will be distributed as principal on the applicable Senior Certificates on the immediately following Distribution Date.

Pass-Through Rate:	The Pass-Through Rate on each Class of Offered Certificates will be equal to the lesser of (a) one-month LIBOR plus the related margin for such Class, and (b) the related Net Rate Cap.

Adjusted Net
Mortgage Rate:	The “*Adjusted Net Mortgage Rate” for each Mortgage Loan will be equal to the gross mortgage rate of the Mortgage Loan less the sum of (a) the servicing fee rate, (b) the premium for any lender-paid mortgage insurance for that loan (if any) and (c) the trustee fee rate (such sum, the “Expense Fee Rate*”).

Net Rate Cap:	The “*Net Rate Cap*” will generally be a Distribution Date for a Distribution Date generally will be equal to the following (subject to certain exceptions described in the prospectus supplement):

1-A	The weighted average Adjusted Net Mortgage Rate of the Group 1 Mortgage Loans (adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis) minus the percentage equivalent of a fraction, the numerator of which is (x) the product of (a) the Net Swap Payment owed by the trust (multiplied by 360 and divided by the actual number of days in the related accrual period) and any Swap Termination Payment (other than a Swap Termination Payment due to a Swap Provider Trigger Event) owed by the trust and (b) a fraction, the numerator of which is the net interest funds for Loan Group 1 and the denominator of which is the net interest funds for Loan Group 1 and Loan Group 2 and the denominator of which is (y) the sum of the aggregate stated principal balance of the Group 1 Mortgage Loans plus the amounts in the Pre-Funding Account allocable to the Group 1 Mortgage Loans.
2-A	The weighted average Adjusted Net Mortgage Rate of the Group 2 Mortgage Loans (adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis) minus the percentage equivalent of a fraction, the numerator of which is (x) the product of (a) the Net Swap Payment owed by the trust (multiplied by 360 and divided by the actual number of days in the related accrual period) and any Swap Termination Payment (other than a Swap Termination Payment due to a Swap Provider Trigger Event) owed by the trust and (b) a fraction, the numerator of which is the net interest funds for Loan Group 2 and the denominator of which is the net interest funds for Loan Group 1 and Loan Group 2 and the denominator of which is (y) the sum of the aggregate stated principal balance of the Group 2 Mortgage Loans plus the amounts in the Pre-Funding Account allocable to the Group 2 Mortgage Loans.
Subordinate	The weighted average of the Net Rate Cap for the Class 1-A Certificates and the Class 2-A Certificates, weighted on the basis of the excess of the sum of the aggregate stated principal balance of the Group 1 Mortgage Loans plus the amounts in the Pre-Funding Account allocable to the Group 1 Mortgage Loans and the sum of the aggregate stated principal balance of the Group 2 Mortgage Loans plus the amounts in the Pre-Funding Account allocable to the Group 2 Mortgage Loans over the aggregate certificate principal balance of the Class 1-A Certificates and Class 2-A Certificates respectively.

Net Rate Carryover:	For any Class of Senior and Subordinate Certificates, on any Distribution Date, the “*Net Rate Carryover*” will equal the sum of (a) the excess of (i) the amount of interest that would have accrued if the applicable Pass-Through Rate had not been limited by the related Net Rate Cap over (ii) the amount of interest accrued based on the related Net Rate Cap, and (b) the aggregate of any unpaid Net Rate Carryover from previous Distribution Dates together with accrued interest thereon at the related Pass-Through Rate (without giving effect to the related Net Rate Cap). Net Rate Carryover will be paid to the extent available from Excess Cashflow as described under the heading “Certificates-Priority of Distributions” below or from net swap payments made to the trust to the extent those payments are available for such purpose.

Credit Enhancement:	The Trust will include the following credit enhancement mechanisms, each of which is intended to provide credit support for some or all of the Offered Certificates, as the case may be:

1)	Subordination

2)	Overcollateralization, and

3)	Excess Cashflow

In addition, net Swap Payments (if any) received from the swap provider will be available for the purposes described below under “Swap Account”

Class	S&P/ Moody’s	Initial Subordination (1)	Target Subordination at Stepdown
1-A	AAA/Aaa	20.20%	40.40%
2-A	AAA/Aaa	20.20%	40.40%
M-1	AA+/Aa1	16.50%	33.00%
M-2	AA/Aa2	13.10%	26.20%
M-3	AA-/Aa3	11.00%	22.00%
M-4	A+/A1	9.30%	18.60%
M-5	A/A2	7.60%	15.20%
M-6	A-/A3	6.05%	12.10%
M-7	BBB+/Baa1	4.50%	9.00%
M-8	BBB/Baa2	3.50%	7.00%
M-9	BBB-/Baa3	2.90%	5.80%
B	BB+/Ba1	1.90%	3.80%

(1)	Initial Overcollateralization at closing is 1.90%. Does not include any credit for Excess Interest.

Subordination:	The Subordinate Certificates will be subordinate to, and provide credit support for, the Senior Certificates. Among the Subordinate Certificates, each Subordinate Certificate will rank in priority from highest to lowest in the following order: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B, with each subsequent Class providing credit support for the prior Class or Classes, if any.

Overcollateralization:	On the Closing Date, the aggregate stated principal balance of the Mortgage Loans and any amounts in the Pre-Funding Account will exceed the aggregate certificate principal balance of the Senior Certificates and Subordinate Certificates, resulting in Overcollateralization equal to the Initial Overcollateralization Target (as defined below). Any realized losses on the Mortgage Loans will be covered first by Excess Cashflow and then by Overcollateralization. In the event that the Overcollateralization is so reduced, Excess Cashflow will be directed to pay principal on the Certificates, resulting in the limited acceleration of the Certificates relative to the amortization of the Mortgage Loans, until the Overcollateralization is restored to the Overcollateralization Target. Upon this event, the acceleration feature will cease, unless the amount of Overcollateralization is reduced below the Overcollateralization Target by realized losses.

Overcollateralization
Target:	Prior to the Stepdown Date, the Initial Overcollateralization Target will be 1.90% of the sum of the aggregate stated principal balance of the Mortgage Loans in the Closing Date Pool as of the Cut-off Date and the Pre-Funded Amount (the *“Initial Overcollateralization Target”*). The initial amount of Overcollateralization will be approximately 1.90%.

	On or after the Stepdown Date, the Overcollateralization Target will be equal to 3.80% of the aggregate stated principal balance of the Mortgage Loans for the related Distribution Date, subject to a floor of 0.50% (the “*O/C Floor*”) of the sum of the aggregate stated principal balance of the Mortgage Loans in the Closing Date Pool as of the Cut-off Date and the original Pre-Funded Amount; provided, however, that if a Trigger Event (as described herein) is in effect on the related Distribution Date, the Overcollateralization Target will be equal to the Overcollateralization Target on the Distribution Date immediately preceding the Distribution Date on which such Trigger Event is in effect.

Excess Cashflow:	“*Excess Cashflow*” for any Distribution Date will be equal to the available funds remaining after interest and principal distributions as described under Clauses 1), 2) and 3) of “Certificates-Priority of Distributions.”

Swap Contract:	On the Closing Date, Countrywide will enter into and then assign to the Trust a Swap Contract with a scheduled notional amount as shown in an appendix hereto. Under the Swap Contract, the Trust will be obligated to pay an amount equal to [5.28]% per annum on the lesser of (a) the notional amount as set forth in the Swap Contract and (b) the aggregate certificate principal balance of the Senior and Subordinate Certificates, to the swap provider (on a 30/360 basis) and the Trust will be entitled to receive an amount equal to one-month LIBOR on the lesser of (a) the notional amount as set forth in the Swap Contract and (b) the aggregate certificate principal balance of the Senior and Subordinate Certificates, from the swap provider (on an actual/360 basis), until the Swap Contract is terminated. Only the net amount of the two obligations will be paid by the appropriate party (the “*Net Swap Payment”) on each Distribution Date. Any Net Swap Payment due to the swap provider on any Distribution Date will generally be paid prior to Certificateholders. Generally, the Net Swap Payment will be deposited into a swap account (the “Swap Account”) by the swap administrator and amounts on deposit in the Swap Account will be distributed as described under “Swap Account”* below. Upon early termination of the Swap Contract, the Trust or the swap provider may be obligated to make a termination payment (the *‘‘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 and will be paid on the related Distribution Date and on any subsequent Distribution Date until paid in full. In the event that the Trust is required to make a Swap Termination Payment, payments generally will be paid prior to distributions to Certificateholders.

Trigger Event:	A *“Trigger Event”* will be in effect on a Distribution Date on or after the Stepdown Date if either (or both) a Delinquency Trigger or a Cumulative Loss Trigger is in effect on such Distribution Date.

Delinquency Trigger:	With respect to the Certificates, a *“Delinquency Trigger” will be in effect for any Distribution Date on or after the Stepdown Date if the three month rolling average 60+ day delinquency percentage (including bankruptcy, foreclosure, and REO) for the outstanding Mortgage Loans equals or exceeds 37.10% of the Senior Enhancement Percentage. If the Senior Certificates are retired, the percentage specified in the preceding sentence will increase proportionally based on the target subordination of the most senior class of Subordinate Certificates still outstanding. As used above, the “Senior Enhancement Percentage*” with respect to any Distribution Date on or after the Stepdown Date is the percentage equivalent of a fraction, the numerator of which is equal to: (a) the excess of (i) the aggregate stated principal balance of the Mortgage Loans for the preceding Distribution Date, over (ii) the aggregate certificate principal balance of the most senior class or classes of Certificates as of the preceding master servicer advance date, and the denominator of which is equal to (b) the aggregate current stated principal balance of the Mortgage Loans for the preceding Distribution Date.

Cumulative Loss Trigger:	A *“Cumulative Loss* *Trigger*” will be in effect on a Distribution Date on or after the Stepdown Date if the aggregate amount of realized losses on the Mortgage Loans exceeds the applicable percentage of the sum of the aggregate stated principal balance of the Mortgage Loans in the Closing Date Pool as of the Cut-off Date and the Pre-Funded Amount, as set forth below:

Period (months)	Percentage
25 - 36	1.45% with respect to October 2008, plus an additional 1/12th of 1.85% for each month thereafter until September 2009
37 - 48	3.30% with respect to October 2009, plus an additional 1/12th of 1.85% for each month thereafter until September 2010
49 - 60	5.15% with respect to October 2010, plus an additional 1/12th of 1.50% for each month thereafter until September 2011
61 - 72	6.65% with respect to October 2011, plus an additional 1/12th of 0.80% for each month thereafter until September 2012
73+	7.45%

Stepdown Date: The earlier to occur of:

(i)	the Distribution Date following the Distribution Date on which the aggregate certificate principal balance of the Senior Certificates is reduced to zero; and

(ii)	the later to occur of:

a.	the Distribution Date in October 2009

b. the first Distribution Date on which the aggregate certificate principal balance of the Senior Certificates (after calculating anticipated distributions on that distribution date) is less than or equal to 59.60% of the aggregate stated principal balance of the Mortgage Loans for such Distribution Date.

Allocation of Losses: Any realized losses on the Mortgage Loans not covered by Excess Interest or Overcollateralization will be allocated to each class of Subordinate Certificates, sequentially: to the Class B, Class M-9, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1 Certificates, in that order, in each case until the respective certificate principal balance of such class has been reduced to zero. In addition, if the aggregate certificate principal balance of the Subordinate Certificates is reduced to zero as a result of the allocation of realized losses, then (i) any additional realized losses on the Group 1 Mortgage Loans will be allocated to the Class 1-A Certificates until its certificate principal balance has been reduced to zero and (ii) any additional realized losses on the Group 2 Mortgage Loans will be allocated, pro rata to each class of Class 2-A Certificates, based on the certificate principal balance thereof, until the certificate principal balance of each such class has been reduced to zero.

Certificates Priority

of Distributions: Available funds from the Mortgage Loans will be distributed in the following order of priority:

1) From available funds from the Group 1 and Group 2 Mortgage Loans, pro rata based on the respective net interest funds for those Loan Groups, to the Swap Account, any Net Swap Payment and Swap Termination Payment for such Distribution Date (other than any Swap Termination Payment resulting from a swap provider trigger event) owed to the Swap Provider;

2) Interest funds sequentially, as follows: (i) current and unpaid interest, concurrently (a) from interest collections related to the Group 1 Mortgage Loans to the Class 1-A Certificates and (b) from interest collections related to the Group 2 Mortgage Loans to the classes of Class 2-A Certificates, pro rata based on their entitlements, then (ii) from any remaining interest collections related to all of the Mortgage Loans, current interest sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B Certificates, in that order;

3) Principal funds, sequentially, as follows: (a) concurrently, (i) from principal collections related to the Group 1 Mortgage Loans, to pay the Class 1-A Certificates, and (ii) from principal collections related to the Group 2 Mortgage Loans, to pay the classes of Class 2-A Certificates as described below, then (b) from any remaining principal funds related to all of the Mortgage Loans sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B Certificates, in that order, each as described under “Principal Paydown” below;

4) Any Excess Cashflow to the Senior Certificates and/or the Subordinate Certificates (as applicable) to maintain or restore Overcollateralization as described under “Overcollateralization Target” and “Principal Paydown,” respectively;

5) Any remaining Excess Cashflow to pay any unpaid realized loss amounts, to the Senior Certificates, pro rata, based on the amount of any unpaid realized loss amounts allocated to such classes;

6) Any remaining Excess Cashflow, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B Certificates in that order, in each case, first to pay (a) any unpaid interest and then (b) to pay any unpaid realized loss amounts;

7) Any remaining Excess Cashflow to pay Net Rate Carryover for each class of Senior Certificates and Subordinate Certificates payable on a pro rata basis, first based on the certificate principal balances thereof and second based on any remaining unpaid Net Rate Carryover;

8) To the Swap Account, any Swap Termination Payment due to a swap provider trigger event; and

9) To the Class C and Class A-R Certificates, any remaining amount as described in the pooling and servicing agreement.

Principal Paydown: Prior to the Stepdown Date or if a Trigger Event is in effect on any Distribution Date, (i) 100% of the available principal funds from Loan Group 1 will be paid to the Class 1-A Certificates, until the certificate principal balance thereof is reduced to zero and (ii) 100% of the principal funds from Loan Group 2 will be paid to the classes of Class 2-A Certificates as described below, until the respective certificate principal balances thereof are reduced to zero; provided, however, that (x) if (a) the Class 1-A or Class 2-A Certificates have been retired, 100% of the principal collections from the Loan Group related to such retired classes of Senior Certificates will be paid to the remaining Senior Certificates, until their respective certificate principal balances are reduced to zero and (y) if all of the Senior Certificates have been retired, such amounts will be applied sequentially in the following order of priority: to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B Certificates, until the respective certificate principal balances thereof are reduced to zero.

On any Distribution Date on or after the Stepdown Date, and if a Trigger Event is not in effect on such Distribution Date, all the Senior Certificates and the Subordinate Certificates will be entitled to receive payments of principal in the following order of priority from principal funds related to all of the Mortgage Loans: (i) first, concurrently based on the related principal distribution amount to be paid to such class, to (a) the Class 1-A Certificates and (b) the Class 2-A Certificates as described below in each case, such that the Senior Certificates in the aggregate will have 40.40% subordination, (ii) second, to the Class M-1 Certificates such that the Class M-1 Certificates will have 33.00% subordination, (iii) third, to the Class M-2 Certificates such that the Class M-2 Certificates will have 26.20% subordination, (iv) fourth, to the Class M-3 Certificates such that the Class M-3 Certificates will have 22.00% subordination, (v) fifth, to the Class M-4 Certificates such that the Class M-4 Certificates will have 18.60% subordination, (vi) sixth, to the Class M-5 Certificates such that the Class M-5 Certificates will have 15.20% subordination, (vii) seventh, to the Class M-6 Certificates such that the Class M-6 Certificates will have 12.10% subordination, (viii) eighth, to the Class M-7 Certificates, such that the Class M-7 Certificates will have 9.00% subordination, (ix) ninth, to the Class M-8 Certificates such that the Class M-8 Certificates will 7.00% subordination, (x) tenth, to the Class M-9 Certificates such that the Class M-9 Certificates will have 5.80% subordination and (xi) eleventh, to the Class B Certificates such that the Class B Certificates will have 3.80% subordination; provided, however, that the subordination for each class or classes will be subject to the O/C Floor.

Any distributions of principal to be made to the classes of Class 2-A Certificates will be made sequentially to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates in that order in each case until the certificate principal balance thereof is reduced to zero.

Swap Account: Funds deposited into the Swap Account on a Distribution Date will include:

(i) the Net Swap Payment owed to the swap provider for such Distribution Date, and

(ii) any Net Swap Payment received from the swap provider for such Distribution Date,

On each Distribution Date, following the distribution of any Excess Cashflow, payments will generally be distributed from the Swap Account as follows:

(i) to the swap provider, any Net Swap Payment owed to the swap provider pursuant to the Swap Agreement for such Distribution Date;

(ii) to the swap provider, any Swap Termination Payment owed to the swap provider not due to a swap provider trigger event pursuant to the Swap Agreement;

(iii) to the Senior Certificates, any unpaid interest, pro rata;

(iv) to the Subordinate Certificates, sequentially in the order of their payment priority, any unpaid interest;

(v) to the Senior Certificates and the Subordinate Certificates (as described above under “Certificates Priority of Distributions”) any amount necessary to restore or maintain O/C;

(vi) an amount equal to any remaining unpaid Net Rate Carryover with respect to the Senior Certificates and Subordinate Certificates, pro rata, based on the remaining unpaid Net Rate Carryover for each such certificates;

(vii) to the Senior Certificates, pro rata, any remaining unpaid realized loss amounts; and

(viii) to the Subordinate Certificates, sequentially, any remaining unpaid realized loss amounts; and

(ix) to the swap provider, any Swap Termination Payment owed to the Swap Provider specifically due to a swap provider trigger event pursuant to the Swap Agreement.

[Discount Margin Tables, Swap Schedule, Available Funds Schedules, Swap Schedule and Collateral Tables to Follow]

Discount Margin Tables (1)

Class 2-A-2 (To Call)
Margin	0.15%
Percent of Pricing Prepayment Speed	50%	75%	100%	125%	150%

DM @ 100-00	15	15	15	15	15
WAL (yr)	7.75	4.89	2.98	1.97	1.67
MDUR (yr)	6.13	4.18	2.69	1.84	1.58
First Prin Pay	Feb11	May09	Aug08	May08	Feb08
Last Prin Pay	Sep19	Mar15	Sep12	Apr09	Sep08

Class 2-A-2 (To Maturity)
Margin	0.15%
Percent of Pricing Prepayment Speed	50%	75%	100%	125%	150%

DM @ 100-00	15	15	15	15	15
WAL (yr)	7.75	4.89	2.98	1.97	1.67
MDUR (yr)	6.13	4.18	2.69	1.84	1.58
First Prin Pay	Feb11	May09	Aug08	May08	Feb08
Last Prin Pay	Sep19	Mar15	Sep12	Apr09	Sep08