PROSPECTUS SUPPLEMENT

(To Prospectus dated April 26, 2007)

$850,725,000

(Approximate)

CWMBS, INC.

Depositor

[LOGO]

COUNTRYWIDE HOME LOANS

Sponsor and Seller

Countrywide Home Loans Servicing LP

Master Servicer

CHL Mortgage Pass-Through Trust 2007-8

Issuing Entity

Mortgage Pass-Through Certificates, Series 2007-8

Distributions payable monthly, beginning June 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:

	Initial Class Certificate Balance/Initial Notional Amount (1)			Pass-Through Rate (2)			Initial Class Certificate Balance/Initial Notional Amount (1)			Pass-Through Rate (2)
Class 1-A-1	$	280,000,000			6.0000%	Class 1-A-16	$	20,453,351			6.0000%
Class 1-A-2	$	50,485,000			6.0000%	Class 1-A-17	$	1,000			6.0000%
Class 1-A-3	$	1,265,000			6.0000%	Class 1-A-18	$	10,862,133			6.0000%
Class 1-A-4	$	80,000,000			6.0000%	Class 1-A-19	$	25,000,000			6.0000%
Class 1-A-5	$	100,306,000			5.4375%	Class 1-A-20	$	36,554,000	(3)		Variable
Class 1-A-6	$	10,000			6.0000%	Class 1-A-21	$	9,403,687	(3)		6.0000%
Class 1-A-7	$	5,168,379			6.0000%	Class 1-A-22	$	19,950,000			6.0000%
Class 1-A-8	$	26,074,967			6.0000%	Class 1-A-23	$	698,250			6.0000%
Class 1-A-9	$	36,554,000			Variable	Class 1-A-24	$	29,015,000			6.0000%
Class 1-A-10	$	20,000,000			6.0000%	Class 1-A-25	$	1,000,000			6.0000%
Class 1-A-11	$	57,000,000			6.0000%	Class X	$	855,000,000	(3)		Variable
Class 1-A-12	$	50,000,000			5.8750%	Class A-R	$	100			6.0000%
Class 1-A-13	$	12,500,000	(3)		0.5000%	Class M	$	17,527,500			6.0000%
Class 1-A-14	$	10,852,000			6.0000%	Class B-1	$	5,130,000			6.0000%
Class 1-A-15	$	379,820			6.0000%	Class B-2	$	2,992,500			6.0000%

Consider carefully the risk factors beginning on page S-22 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 CWMBS, 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 5%.   (2) The classes of certificates offered by this prospectus supplement, together with their pass-through rates, the method for calculating their pass-through rates and their initial ratings, are listed in the tables under “Summary — Description of the Certificates” beginning on page S-6 of this prospectus supplement.   (3) The Class 1-A-13, Class 1-A-20, Class 1-A-21 and Class X Certificates are interest only notional amount certificates. The initial notional amounts are set forth in the table but are not included in the aggregate class certificate balance of all the certificates offered. 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 consisting of primarily 30-year conventional, fixed rate mortgage loans secured by first liens on one-to-four family residential properties.   Credit enhancement for the offered certificates consists of 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.

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.

Credit Suisse Securities (USA) LLC will offer the Class A, Class M, Class B-1 and Class B-2 Certificates to the public at varying prices to be determined at the time of sale. The proceeds to the depositor from the sale of these classes of certificates are expected to be approximately $848,489,781, plus accrued interest, before deducting expenses. The Class X Certificates will not be purchased by Credit Suisse Securities (USA) LLC. They will be transferred to Countrywide Home Loans, Inc. on or about May 30, 2007 as partial consideration for the sale of the mortgage loans to the depositor. See “Method of Distribution” in this prospectus supplement. The offered certificates (other than the Class A-R Certificates) will be available for delivery to investors in book-entry form through the facilities of the Depository Trust Company and the Euroclear System.

Credit Suisse

May 29, 2007

Table of Contents

Prospectus Supplement Page

Summary	S-4
Risk Factors	S-22
The Mortgage Pool	S-29
General	S-29
Assignment of the Mortgage Loans	S-32
Conveyance of Supplemental Mortgage Loans	S-33
Underwriting Process	S-35
General	S-37
Countrywide Home Loans Servicing LP	S-37
Countrywide Home Loans	S-38
Mortgage Loan Production	S-39
Loan Servicing	S-40
Collection Procedures	S-40
Servicing Compensation and Payment of Expenses	S-41
Adjustment to Servicing Compensation in Connection with Certain Prepaid Mortgage Loans	S-41
Advances	S-42
Certain Modifications and Refinancings	S-42
The Issuing Entity	S-43
Static Pool Data	S-43
Description of the Certificates	S-43
General	S-43
Calculation of Class Certificate Balance	S-45
Notional Amount Certificates	S-46
Book-Entry Certificates; Denominations	S-46
Determination of LIBOR	S-49
Payments on Mortgage Loans; Accounts	S-50
Investments of Amounts Held in Accounts	S-52
Fees and Expenses	S-54
Distributions	S-56
Priority of Distributions Among Certificates	S-56
Interest	S-57
Allocation of Net Interest Shortfalls	S-58
The Reserve Fund	S-59
Principal	S-59
Allocation of Losses	S-68
Reports to Certificateholders	S-69
Structuring Assumptions	S-69
Optional Purchase of Defaulted Loans	S-71
Optional Termination	S-71
Events of Default; Remedies	S-72
Certain Matters Regarding the Master Servicer, the Depositor and the Sellers	S-72
The Trustee	S-72
Voting Rights	S-74
Restrictions on Transfer of the Class A-R Certificates	S-74
Ownership of the Residual Certificates	S-74
Restrictions on Investment, Suitability Requirements	S-74
Yield, Prepayment and Maturity Considerations	S-74
General	S-74
Prepayment Considerations and Risks	S-75
Mandatory Prepayment	S-76
Sensitivity of the Inverse Floating Rate Certificates	S-77
Sensitivity of the Interest Only Fixed Rate Certificates	S-77
Sensitivity of the Class X Certificates	S-78
Weighted Average Lives of the Offered Certificates	S-79
Decrement Tables	S-80
Last Scheduled Distribution Date	S-90
The Subordinated Certificates	S-90
Credit Enhancement	S-91
Subordination	S-91
Use of Proceeds	S-91
Legal Proceedings	S-91
Material Federal Income Tax Consequences	S-91
Other Taxes	S-95
ERISA Considerations	S-96
Method of Distribution	S-98
Legal Matters	S-99
Ratings	S-99
Principal Balance Schedules	S-100

Annex A	A-1
Annex I
Global Clearance, Settlement And Tax Documentation Procedures	I-1

S-2

Prospectus	Page
Important Notice About Information in This Prospectus and Each Accompanying Prospectus Supplement	1
Risk Factors	2
The Trust Fund	12
Use of Proceeds	24
The Depositor	24
Loan Program	25
Static Pool Data	27
Description of the Securities	28
Credit Enhancement	45
Yield, Maturity and Prepayment Considerations	51
The Agreements	54
Certain Legal Aspects of the Mortgage Loans	73
Material Federal Income Tax Consequences	82
Other Tax Considerations	103
ERISA Considerations	103
Legal Investment	107
Method of Distribution	108
Legal Matters	109
Financial Information	109
Rating	109
Index to Defined Terms	111

S-3

Summary

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

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

CHL Mortgage Pass-Through Trust 2007-8, a common law trust formed under the laws of the State of New York.

See “The Issuing Entity” in this prospectus supplement.

Depositor

CWMBS, Inc., a Delaware corporation, is a limited purpose finance subsidiary of Countrywide Financial Corporation. Its address is 4500 Park Granada, Calabasas, California 91302, and its telephone number is (818) 225-3000.

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. The remainder of the mortgage loans will be sold directly to the depositor by one or more special purpose entities that were 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 Mortgage Loans — Countrywide Home Loans” in this prospectus supplement.

Master Servicer

Countrywide Home Loans Servicing LP.

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

Trustee

The Bank of New York.

See “Description of Certificates — The Trustee” 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.

Cut-off Date

For any mortgage loan conveyed to the issuing entity on the closing date, the later of May 1, 2007 and the date of origination for that mortgage loan (the “initial cut-off date”).

For any mortgage loan conveyed to the issuing entity after the closing date, the later of the origination date for that mortgage loan and the first day of the month of the conveyance to the issuing entity.

Closing Date

On or about May 30, 2007.

Pre-Funding

If the aggregate stated principal balance as of the initial cut-off date of the mortgage loans conveyed to the issuing entity on the closing date is less than $855,000,000, an account (the “pre-funding account”) will be established with the trustee on the closing date and funded in an amount equal to the difference (referred to as the “pre-funded amount”).

Pre-Funded Amount:

As of the date of this prospectus supplement, the pre-funded amount to be deposited in the pre-funded account is expected to be approximately $59,717,132.

S-4

Funding Period:

The funding period will begin on the closing date and end on the earlier of (x) the date the amount in the pre-funding account is less than $150,000 and (y) June 30, 2007.

Use of Pre-Funded Amount:

Any pre-funded amount is expected to be used to purchase supplemental mortgage loans. Any pre-funded amount not used during the funding period to purchase supplemental mortgage loans will be distributed to holders of the related senior certificates as a prepayment of principal on the distribution date immediately following the end of the funding period.

Restrictions on Supplemental Mortgage Loan Purchases:

Purchases of supplemental mortgage loans are subject to the same criteria as the initial mortgage loans and additional restrictions related to the composition of the mortgage pool following the acquisition of the supplemental mortgage loans, as described in this prospectus supplement.

Capitalized Interest Account:

Because some of the mortgage loans may not be acquired by the issuing entity until after the closing date, there may not be sufficient interest collections from mortgage loans to pay all the interest due on the certificates on the first and possibly the second distribution dates. If a pre-funding account is funded, a capitalized interest account will be established and funded on the closing date to cover those shortfalls.

The Mortgage Loans

The mortgage loans will consist primarily of 30 year conventional, fixed-rate mortgage loans secured by first liens on one-to-four family residential properties.

The mortgage loans for which statistical information is presented in this prospectus supplement are referred to as the initial mortgage loans. The statistical information presented in this prospectus supplement regarding the initial mortgage loans is as of the initial cut-off date. The depositor believes that the information set forth in this prospectus supplement regarding the initial mortgage loans as of the initial cut-off date is representative of the characteristics of the mortgage loans that will be delivered on the closing date (the initial mortgage loans and any additional mortgage loans delivered on the closing date are referred to as the “Closing Date Mortgage Loans”). However, the statistical information presented in this prospectus supplement does not reflect all of the mortgage loans that may be included in the issuing entity. Supplemental mortgage loans may be included during the funding period. Further, certain initial mortgage loans may prepay or may be determined not to meet the eligibility requirements for inclusion in the final mortgage pool. A limited number of mortgage loans may be substituted for the mortgage loans that are described in this prospectus supplement and mortgage loans may be added on the closing date. Any addition or substitution will not result in a material difference in the closing date mortgage pool although the cut-off date information regarding the actual mortgage loans may vary somewhat from the information regarding the initial mortgage loans presented in this prospectus supplement.

As of the initial cut-off date, the initial mortgage loans in the mortgage pool had the following characteristics:

Aggregate Current Principal Balance	$795,282,868
Geographic Concentrations in excess of 10%:
California	37.49%
Weighted Average Original LTV Ratio	73.12%
Weighted Average Mortgage Rate	6.459%
Range of Mortgage Rates	6.250% to 8.500%
Average Current Principal Balance	$625,714
Range of Current Principal Balances	$50,000 to $3,000,000
Weighted Average Remaining Term to Maturity	360 months
Weighted Average FICO Credit Score	744

See “The Mortgage Pool” in this prospectus supplement.

Additional information regarding the Initial Mortgage Loans is set forth in Annex A attached to this prospectus supplement.

S-5

Description of the Certificates

The issuing entity will issue the following classes of certificates:

Class	Initial Class Certificate Balance/Initial Notional Amount (1)		Type		Initial Rating (Fitch) (2)		Initial Rating (S&P) (2)
Offered Certificates
Class 1-A-1	$	280,000,000		Senior/Fixed Pass-Through Rate		AAA		AAA
Class 1-A-2	$	50,485,000		Senior/Fixed Pass-Through Rate/Super Senior		AAA		AAA
Class 1-A-3	$	1,265,000		Senior/Fixed Pass-Through Rate/Support		AAA		AAA
Class 1-A-4	$	80,000,000		Senior/Fixed Pass-Through Rate/NAS		AAA		AAA
Class 1-A-5	$	100,306,000		Senior/Fixed Pass-Through Rate/Accretion Directed/Planned Balance		AAA		AAA
Class 1-A-6	$	10,000		Senior/Fixed Pass-Through Rate/Accrual/Accretion Directed/Planned Balance		AAA		AAA
Class 1-A-7	$	5,168,379		Senior/Fixed Pass-Through Rate/Accrual/Planned Balance/Companion		AAA		AAA
Class 1-A-8	$	26,074,967		Senior/Fixed Pass-Through Rate/NAS/Super Senior		AAA		AAA
Class 1-A-9	$	36,554,000		Senior/Variable Pass-Through Rate/Accretion Directed/Targeted Balance		AAA		AAA
Class 1-A-10	$	20,000,000		Senior/Fixed Pass-Through Rate		AAA		AAA
Class 1-A-11	$	57,000,000		Senior/Fixed Pass-Through Rate		AAA		AAA
Class 1-A-12	$	50,000,000		Senior/Fixed Pass-Through Rate		AAA		AAA
Class 1-A-13	$	12,500,000		Senior/Fixed Pass-Through Rate/Notional Amount/Interest Only		AAA		AAA
Class 1-A-14	$	10,852,000		Senior/Fixed Pass-Through Rate/Accrual/Super Senior		AAA		AAA
Class 1-A-15	$	379,820		Senior/Fixed Pass-Through Rate/Accrual/Support		AAA		AAA
Class 1-A-16	$	20,453,351		Senior/Fixed Pass-Through Rate/Accretion Directed		AAA		AAA
Class 1-A-17	$	1,000		Senior/Fixed Pass-Through Rate/Accrual/Accretion Directed/Targeted Balance		AAA		AAA
Class 1-A-18	$	10,862,133		Senior/Fixed Pass-Through Rate/Accrual/Companion		AAA		AAA

S-6

Class	Initial Class Certificate Balance/Initial Notional Amount (1)		Type		Initial Rating (Fitch) (2)		Initial Rating (S&P) (2)
Class 1-A-19	$	25,000,000		Senior/Fixed Pass-Through Rate/Accretion Directed/Targeted Balance		AAA		AAA
Class 1-A-20	$	36,554,000		Senior/Variable Pass-Through Rate/Notional Amount/Interest Only		AAA		AAA
Class 1-A-21	$	9,403,687		Senior/Fixed Pass-Through Rate/Notional Amount/Interest Only		AAA		AAA
Class 1-A-22	$	19,950,000		Senior/Fixed Pass-Through Rate/Planned Balance/Super Senior		AAA		AAA
Class 1-A-23	$	698,250		Senior/Fixed Pass-Through Rate/Planned Balance/Support		AAA		AAA
Class 1-A-24	$	29,015,000		Senior/Fixed Pass-Through Rate/NAS		AAA		AAA
Class 1-A-25	$	1,000,000		Senior/Fixed Pass-Through Rate/NAS/Support		AAA		AAA
Class X	$	855,000,000		Senior/ Variable Pass-Through Rate/Notional Amount/Interest Only		AAA		AAA
Class A-R	$	100		Senior/ Fixed Pass-Through Rate/Residual		AAA		AAA
Class M	$	17,527,500		Subordinate/Fixed Pass- Through Rate		AA		N/R
Class B-1	$	5,130,000		Subordinate/Fixed Pass- Through Rate		A		N/R
Class B-2	$	2,992,500		Subordinate/Fixed Pass- Through Rate		BBB		N/R
Non-Offered Certificates (3)
Class B-3	$	1,710,000		Subordinate/Fixed Pass- Through Rate
Class B-4	$	855,000		Subordinate/Fixed Pass- Through Rate
Class B-5	$	1,710,000		Subordinate/Fixed Pass- Through Rate

(1) This amount is subject to a permitted variance in the aggregate of plus or minus 5% depending on the amount of mortgage loans actually delivered on the closing date.

(2) The offered certificates will not be offered unless they are assigned the indicated ratings by Fitch Ratings. (“Fitch”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”). “N/A” indicates that the agency was not asked to rate the certificates. The Class B-3, Class B-4 and Class B-5 Certificates are not offered by this prospectus supplement, so ratings for those classes of certificates have not been provided. 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.

S-7

(3) The Class B-3, Class B-4 and Class B-5 Certificates are not offered by this prospectus supplement. Any information contained in this prospectus supplement with respect to the Class B-3, Class B-4 and Class B-5 Certificates is provided only to permit a better understanding of the offered certificates.

S-8

The certificates also will have the following characteristics:

Class	Pass-Through Rate	Interest Accrual Period	Interest Accrual Convention
Offered Certificates
Class 1-A-1	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-2	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-3	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-4	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-5	5.4375%	calendar month (1)	30/360 (2)
Class 1-A-6	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-7	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-8	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-9	(3)	calendar month (1)	30/360 (2)
Class 1-A-10	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-11	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-12	5.8750%	calendar month (1)	30/360 (2)
Class 1-A-13	0.5000%	calendar month (1)	30/360 (2)
Class 1-A-14	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-15	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-16	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-17	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-18	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-19	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-20	(4)	calendar month (1)	30/360 (2)
Class 1-A-21	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-22	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-23	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-24	6.0000%	calendar month (1)	30/360 (2)
Class 1-A-25	6.0000%	calendar month (1)	30/360 (2)
Class X	(5)	calendar month (1)	30/360 (2)
Class A-R	6.0000%	calendar month (1)	30/360 (2)
Class M	6.0000%	calendar month (1)	30/360 (2)
Class B-1	6.0000%	calendar month (1)	30/360 (2)
Class B-2	6.0000%	calendar month (1)	30/360 (2)
Non-Offered Certificates
Class B-3	6.0000%	calendar month (1)	30/360 (2)
Class B-4	6.0000%	calendar month (1)	30/360 (2)
Class B-5	6.0000%	calendar month (1)	30/360 (2)

(1) The interest accrual period for any distribution date will be the calendar month before the month of that distribution date.

(2) Interest will accrue at the rate described in this table on the basis of a 360 day year divided into twelve 30 day months.

(3) The pass-through rate for the Class 1-A-9 Certificates for the interest accrual period related to any distribution date (x) on or prior to the distribution date in May 2008 will be LIBOR + 4.00% and (y) on any distribution date after May 2008 will be 6.00%. The pass-through rates on the LIBOR Certificates may adjust monthly based on the level of one-month LIBOR, subject to a cap. LIBOR for the related interest accrual period is calculated as described in this prospectus supplement under “Description of the Certificates - Determination of LIBOR.” The Class 1-A-9 Certificates will also have the benefit of a reserve fund. On or prior to the distribution date in May 2008, amounts in the reserve fund will be available as described in this prospectus supplement to make payments of the yield supplement amount to the Class 1-A-9 Certificates if LIBOR (as calculated for the interest accrual period related to that distribution date) exceeds 2.00%, with a ceiling of 3.50%. The effective rate of this class of certificates including the yield supplement amount will be 7.50% for the interest accrual period for the initial distribution date.

S-9

(4) The pass-through rate for the Class 1-A-20 Certificates for the interest accrual period related to any distribution date (x) on or prior to the distribution date in May 2008 will be 2.00% - LIBOR and (y) on any distribution date after May 2008 will be 0.00%. The pass-through rates on the LIBOR Certificates may adjust monthly based on the level of one-month LIBOR, subject to a cap. LIBOR for the related interest accrual period is calculated as described in this prospectus supplement under “Description of the Certificates - Determination of LIBOR.”

(5) The pass-through rate for the Class X Certificates for the interest accrual period related to any distribution date will be equal to the weighted average of the net mortgage rates of the mortgage loans, weighted on the basis of the stated principal balance thereof as of the due date in the preceding calendar month (after giving effect to prepayments received in the prepayment period related to such prior due date) less 6.00%. See “Description of the Certificates — Interest” in this prospectus supplement.

S-10

Designations

We sometimes use the following designations to refer to the specified classes of certificates in order to aid your understanding of the offered certificates.

Designation	Classes of Certificates
Senior Certificates	Class A and Class X Certificates
Subordinated Certificates	Class M and Class B Certificates
Notional Amount Certificates	Class 1-A-13, Class 1-A-20, Class 1-A-21 and Class X Certificates
LIBOR Certificates	Class 1-A-9 and Class 1-A-20 Certificates
Class A Certificates	Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10,  Class 1-A-11, Class 1-A-12,  Class 1-A-13, Class 1-A-14,  Class 1-A-15, Class 1-A-16,  Class 1-A-17, Class 1-A-18,  Class 1-A-19, Class 1-A-20,  Class 1-A-21, Class 1-A-22,  Class 1-A-23, Class 1-A-24,  Class 1-A-25 and Class A-R Certificates
Class B Certificates	Class B-1, Class B-2, Class B-3,  Class B-4 and Class B-5  Certificates
Offered Certificates	Class A, Class X, Class M, Class B-1 and Class B-2 Certificates

RecordDate

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

Denominations

Offered Certificates (other than the Class A-R, Class 1-A-1, Class 1-A-2, Class 1-A-5, Class 1-A-6, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-16, Class 1-A-17, Class 1-A-19 and Class 1-A-22 Certificates):

$25,000 and multiples of $1 in excess thereof.

Class 1-A-6 Certificates:

$10,000 and multiples of $1 in excess thereof.

Class 1-A-1, Class 1-A-2, Class 1-A-5, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-16, Class 1-A-17, Class 1-A-19 and Class 1-A-22 Certificates:

$1,000 and multiples of $1 in excess thereof.

Class A-R Certificates:

Two certificates of $99.99 and $0.01, respectively.

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

Last Scheduled Distribution Date

The last scheduled distribution date for the certificates (other than the Class 1-A-16 Certificates) is the distribution date in January 2038. The last scheduled distribution date for Class 1-A-16 Certificates is the distribution date in September 2024. Since the rate of distributions in reduction of the class certificate balance or notional amount of each class of offered certificates will depend on the rate of payment (including prepayments) of the mortgage loans, the class certificate balance or notional amount of any class could be reduced to zero significantly earlier or later than the last scheduled distribution date. See “Yield, Prepayment and Maturity Considerations - Last Scheduled Distribution Date” in this prospectus supplement.

S-11

Interest Payments

The related interest accrual period, interest accrual convention and pass-through rate for each class of interest-bearing certificates are shown in the table beginning on page S-9.

On each distribution date, to the extent funds are available, each class of certificates will be entitled to receive or accrete:

· interest accrued at the applicable pass-through rate during the related interest accrual period on the class certificate balance or notional amount, as applicable, immediately prior to that distribution date; and

· any interest that was not paid or accreted on prior distribution dates; less

· any net interest shortfalls allocated to that class for that distribution date.

The Class 1-A-6, Class 1-A-7, Class 1-A-14, Class

1-A-15, Class 1-A-17 and Class 1-A-18 Certificates are accrual certificates. Interest will accrue on the accrual certificates during each interest accrual period at a per annum rate of 6.00%. However, these amounts will not be distributed as interest to the accrual certificates until the accrual termination date, which is the earlier of:

· the date on which the class certificate balance of each class of subordinated certificates is reduced to zero; and

· in the case of the Class 1-A-6 Certificates, the distribution date on which the class certificate balance of the Class 1-A-5 Certificates is reduced to zero,

· in the case of the Class 1-A-7 Certificates, the distribution date on which the aggregate class certificate balance of the Class 1-A-5 and Class 1-A-6 Certificates is reduced to zero,

· in the case of the Class 1-A-14 and Class 1-A-15 Certificates, the distribution date on which the class certificate balance of the Class 1-A-16 Certificates is reduced to zero,

· in the case of the Class 1-A-17 Certificates, the distribution date on which the aggregate class certificate balance of the Class 1-A-9 and Class 1-A-19 Certificates is reduced to zero, or

· in the case of the Class 1-A-18 Certificates, the distribution date on which the aggregate class certificate balance of the Class 1-A-9,

Class 1-A-17 and Class 1-A-19 Certificates is reduced to zero,

This accrued and unpaid interest will be added to the class certificate balance of the applicable class or classes of accrual certificates on the related distribution date.

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

Allocation of Net Interest Shortfalls:

For any distribution date, the interest entitlement for each class of interest-bearing certificates will be reduced by the amount of net interest shortfalls experienced by the mortgage loans resulting from:

· prepayments on the mortgage loans; and

· reductions in the interest rate on the related mortgage loans due to Servicemembers Relief Act reductions or debt service reductions.

Net interest shortfalls on any distribution date will be allocated pro rata among all senior and subordinate classes entitled to receive or accrete distributions of interest on that distribution date, based on their respective entitlements, in each case before taking into account any reduction in the amounts from net interest shortfalls.

If on any distribution date, available funds are not sufficient to make a full distribution or accretion of the interest entitlement on the certificates in the order described below under “— Priority of Distributions Among Certificates”, interest will be distributed or accreted on each class of certificates of equal priority, pro rata, based on their respective entitlements. Any unpaid interest amount will be carried forward and added to the amount holders of each affected class of certificates will be entitled to receive on the next distribution date.

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See “Description of the Certificates — Interest” and “—Allocation of Interest Shortfalls” in this prospectus supplement.

Reserve Fund

A supplemental interest trust created under the pooling and servicing agreement will have the benefit of a reserve fund for the benefit of the Class 1-A-9 Certificates.

On or prior to the distribution date in May 2008, amounts in the reserve fund will be available as described in this prospectus supplement to make payments of the yield supplement amount to the Class 1-A-9 Certificates if LIBOR (as calculated for the interest accrual period related to that distribution date) exceeds 2.00%, with a ceiling of 3.50%.

See “Description of the Certificates — The Supplemental Interest Trust” in this prospectus supplement.

Principal Payments

On each distribution date, certificateholders will only receive a distribution of principal on their certificates if there is cash available on that date for the payment of principal according to the principal distribution rules described in this prospectus supplement.

Generally, all payments and other amounts in respect of principal of the mortgage loans will be allocated to the senior certificates (other than the notional amount certificates) as set forth below, and any remainder is allocated to the subordinated certificates:

· in the case of scheduled principal collections on the mortgage loans, the amount allocated to the senior certificates is based on the ratio of the aggregate class certificate balance of the senior certificates to the aggregate class certificate balance of all certificates; and

· in the case of principal prepayments the amount allocated to the senior certificates is based on a fixed percentage (equal to 100%) until the fifth anniversary of the first distribution date, at which time the percentage will step down as described herein, if the specified conditions are met.

Notwithstanding the foregoing, no decrease in the senior prepayment percentage will occur unless certain conditions related to the loss and delinquency performance of the mortgage loans are satisfied.

Principal will be distributed on each class of certificates entitled to receive principal payments as described below under “—Amounts Available for Distributions on the Certificates.”

The notional amount certificates do not have class certificate balances and are not entitled to any distributions of principal but will bear interest during each interest accrual period on their respective notional amounts.

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

Amounts Available for Distributions on the Certificates

The amount available for distributions on the certificates on any distribution date will generally consist of the following amounts (after the fees and expenses described under the next heading are subtracted):

· all scheduled installments of interest and principal due and received on the mortgage loans in the applicable period, together with any advances with respect to them;

· all proceeds of any primary mortgage guaranty insurance policies and any other insurance policies with respect to the mortgage loans, to the extent the proceeds are not applied to the restoration of the related mortgaged property or released to the borrower in accordance with the master servicer’s normal servicing procedures;

· net proceeds from the liquidation of defaulted mortgage loans, by foreclosure or otherwise during the calendar month preceding the month of the distribution date (to the extent the amounts do not exceed the unpaid principal balance of the mortgage loan, plus accrued interest);

· subsequent recoveries with respect to mortgage loans;

· partial or full prepayments collected during the applicable period, together with interest paid in connection with the prepayment (other than certain excess amounts payable to the master servicer) and the compensating interest; and

· any substitution adjustment amounts or purchase price in respect of a deleted mortgage loan or a mortgage loan repurchased by a seller or originator or purchased by the master servicer during the applicable period.

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Fees and Expenses

The amounts available for distributions on the certificates on any distribution date generally will not include the following amounts:

· the master servicing fee and additional servicing compensation (as described in this prospectus supplement under “Servicing of Mortgage Loans— Servicing Compensation and Payment of Expenses” and “Description of the Certificates —Priority of Distributions Among Certificates”) due to the master servicer;

· the trustee fee due to the trustee;

· lender paid mortgage insurance premiums, if any;

· the amounts in reimbursement for advances previously made and other amounts as to which the master servicer and the trustee are entitled to be reimbursed from the Certificate Account pursuant to the pooling and servicing agreement; and

· all other amounts for which the depositor, a seller or the master servicer is entitled to be reimbursed.

Any amounts paid from amounts collected with respect to the mortgage loans will reduce the amount that could have been distributed to the certificateholders.

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 0.175% (referred to as the master servicing fee rate). The amount of the master servicing fee is subject to adjustment with respect to certain prepaid mortgage loans, as described under “Servicing of Mortgage Loans—Adjustment to Servicing Compensation in Connection with Certain Prepaid Mortgage Loans” in this prospectus supplement.

Additional Servicing Compensation:

The master servicer is also entitled to receive, as additional servicing compensation, all late payment fees, assumption fees and other similar charges, including prepayment charges, and all reinvestment income earned on amounts on deposit in certain of the issuing entity’s accounts and excess proceeds with respect to mortgage loans as described under “Description of the Certificates —Priority of Distributions Among Certificates”.

Source and Priority of Distributions:

The master servicing fee and the additional servicing compensation described above will be paid to the master servicer from collections on the mortgage loans prior to any distributions on the certificates.

See “Servicing of Mortgage Loans — Servicing Compensation and Payment of Expenses” and “Description of the Certificates —Priority of Distributions Among Certificates” in this prospectus supplement.

Priority of Distributions

Priority of Distributions Among Certificates

In general, on any distribution date, available funds will be distributed in the following order:

· to interest on each interest-bearing class of senior certificates, pro rata, based on their respective interest entitlements;

· to principal of the classes of senior certificates then entitled to receive distributions of principal, in the order and subject to the priorities set forth below;

· to interest on and then principal of each class of subordinated certificates, in the order of their seniority, beginning with the Class M Certificates, in each case subject to the limitations set forth below; and

· any remaining available amounts to the Class A-R Certificates.

Principal

Accrual Amounts:

On each distribution date up to and including the related accrual termination date, the amount of accrued interest on the Class 1-A-6 Certificates added to its class certificate balance will be distributed as principal in the following order:

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· to the Class 1-A-5 Certificates, until its class certificate balance is reduced to zero; and

· to the Class 1-A-6 Certificates, until its class certificate balance is reduced to zero.

On each distribution date up to and including the related accrual termination date, the amount of accrued interest on the Class 1-A-7 Certificates added to its class certificate balance will be distributed as principal in the following order:

· sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate planned balance for that distribution date (as described under “Principal Balance Schedules” in this prospectus supplement), until their respective class certificate balances are reduced to zero; and

· to the Class 1-A-7 Certificates, until its class certificate balance is reduced to zero.

On each distribution date up to and including the related accrual termination date, the amount of accrued interest on the Class 1-A-14 and Class 1-A-15 Certificates added to their respective class certificate balances will be distributed as principal in the following order:

· to the Class 1-A-16 Certificates, until its class certificate balance is reduced to zero; and

· concurrently, to the Class 1-A-14 and Class 1-A-15 Certificates, pro rata, until their respective class certificate balances are reduced to zero.

On each distribution date up to and including the related accrual termination date, the amount of accrued interest on the Class 1-A-17 Certificates added to its class certificate balance will be distributed as principal in the following order:

· sequentially, to the Class 1-A-19 and Class 1-A-9 Certificates, in that order, until their respective class certificate balances are reduced to zero; and

· to the Class 1-A-17 Certificates, until its class certificate balance is reduced to zero.

On each distribution date up to and including the related accrual termination date, the amount of accrued interest on the Class 1-A-18 Certificates added to its class certificate balance will be distributed as principal in the following order:

· sequentially, to the Class 1-A-19, Class 1-A-9 and Class 1-A-17 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate targeted balance for that distribution date (as described under “Principal Balance Schedules” in this prospectus supplement), until their respective class certificate balances are reduced to zero; and

· to the Class 1-A-18 Certificates, until its class certificate balance is reduced to zero.

Senior Certificates (other than the notional amount certificates):

On each distribution date, after distributions of the accrual amounts, the principal amount, up to the amount of the senior principal distribution amount, will be distributed as principal of the following classes of senior certificates, in the following order:

1. to the Class A-R Certificates, until its class certificate balance is reduced to zero; and

2. concurrently:

a. 33.9363129335% to the Class 1-A-1 Certificates, until its class certificate balance is reduced to zero; and

b. 66.0636870665% in the following order:

(i) concurrently, to the Class 1-A-4 and Class 1-A-24 Certificates, pro rata, priority amount A (which is zero for the first five years and will increase as described under “Description of the Certificates—Principal” in this prospectus supplement), until their respective class certificate balances are reduced to zero;

(ii) concurrently:

(I) 33.2881179856% in the following order:

(A) concurrently, to the Class 1-A-2, Class 1-A-3, Class 1-A-10 and Class 1-A-12 Certificates, pro rata, until their respective class certificate balances are reduced to zero;

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(B) to the Class 1-A-16 Certificates, until its class certificate balance is reduced to zero; and

(C) concurrently, to the Class 1-A-14 and Class 1-A-15 Certificates, pro rata, until their respective class certificate balances are reduced to zero;

(II) 14.4475564022% in the following order:

(A) sequentially, to the Class 1-A-11 and Class 1-A-16 Certificates, in that order, until their respective class certificate balances are reduced to zero; and

(B) concurrently, to the Class 1-A-14 and Class 1-A-15 Certificates, pro rata, until their respective class certificate balances are reduced to zero;

(III) 52.2643256121% in the following order:

(A) concurrently, to the Class 1-A-8 and Class 1-A-25 Certificates, pro rata, priority amount B (which is zero for the first five years and will increase as described under “Description of the Certificates—Principal” in this prospectus supplement), until their respective class certificate balances are reduced to zero;

(B) in an amount up to the amount necessary to reduce the aggregate class certificate balance of the Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-22 and Class 1-A-23 Certificates to their aggregate planned balance for that distribution date (as described under “Principal Balance Schedules” in this prospectus supplement) in the following order:

(1) concurrently, to the Class 1-A-22 and Class 1-A-23 Certificates, pro rata, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate planned balance for that distribution date (as described under “Principal Balance Schedules” in this prospectus supplement);

(2) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate planned balance for that distribution date (as described under “Principal Balance Schedules” in this prospectus supplement), until their respective class certificate balances are reduced to zero;

(3) to the Class 1-A-7 Certificates, until its class certificate balance is reduced to zero;

(4) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, without regard to their aggregate planned balance for that distribution date, until their respective class certificate balances are reduced to zero; and

(5) concurrently, to the Class 1-A-22 and Class 1-A-23 Certificates, pro rata, without regard to their aggregate planned balance for that distribution date, until their respective class certificate balances are reduced to zero;

(C) sequentially, to the Class 1-A-19, Class 1-A-9 and Class 1-A-17 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate targeted balance for that distribution date (as described under “Principal Balance Schedules” in this prospectus supplement), until their respective class certificate balances are reduced to zero;

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(D) to the Class 1-A-18 Certificates, until its class certificate balance is reduced to zero;

(E) sequentially, to the Class 1-A-19, Class 1-A-9 and Class 1-A-17 Certificates, in that order, without regard to their aggregate targeted balance for that distribution date, until their respective class certificate balances are reduced to zero;

(F) concurrently, to the Class 1-A-22 and Class 1-A-23 Certificates, pro rata, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate planned balance for that distribution date;

(G) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate planned balance for that distribution date, until their respective class certificate balances are reduced to zero;

(H) to the Class 1-A-7 Certificates, until its class certificate balance is reduced to zero;

(I) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, without regard to their aggregate planned balance for that distribution date, until their respective class certificate balances are reduced to zero; and

(J) concurrently, to the Class 1-A-22 and Class 1-A-23 Certificates, pro rata, without regard to their aggregate planned balance for that distribution date, until their respective class certificate balances are reduced to zero;

(K) concurrently, to the Class 1-A-8 and Class 1-A-25 Certificates, pro rata, without regard to priority amount B, until their respective class certificate balances are reduced to zero;

(L) to the Class 1-A-16 Certificates, until its class certificate balance is reduced to zero; and

(M) concurrently, to the Class 1-A-14 and Class 1-A-15 Certificates, pro rata, until their respective class certificate balances are reduced to zero; and

(iii) concurrently, to the Class 1-A-4 and Class 1-A-24 Certificates, pro rata, without regard to priority amount A, until their respective class certificate balances are reduced to zero.

Subordinated Certificates; Applicable Credit Support Percentage Trigger:

On each distribution date, to the extent of available funds available therefor, the principal amount, up to the subordinated principal distribution amount, will be distributed as principal of the subordinated certificates in order of seniority, beginning with the Class M Certificates, until their respective class certificate balances are reduced to zero. Each class of subordinated certificates will be entitled to receive its pro rata share of the subordinated principal distribution amount (based on its respective class certificate balance); provided, that if the applicable credit support percentage of a class of subordinated certificates (other than the class of subordinated certificates then outstanding with the highest distribution priority) is less than the original applicable credit support percentage for that class (referred to as a “restricted class”), each restricted class will not receive distributions of partial principal prepayments and prepayments in full. Instead, the portion of the partial principal prepayments and prepayments in full otherwise distributable to the restricted classes will be allocated to those classes of subordinated certificates that are not restricted classes, pro rata, based upon their respective class certificate balances, and distributed in the sequential order described above.

Allocation of Realized Losses

On each distribution date, the amount of any realized losses on the mortgage loans will be allocated in the following order:

·   first, to the subordinated certificates in the reverse order of their priority of distribution, beginning with the class of subordinated certificates outstanding, with the lowest distribution priority until their respective class certificate balances are reduced to zero, and

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·   second, concurrently, to the senior certificates (other than the notional amount certificates) pro rata, based upon their respective class certificate balances, or in the case of the Class 1-A-6, Class 1-A-7, Class 1-A-14, Class 1-A-15, Class 1-A-17 and Class 1-A-18 Certificates, on the basis of the lesser of their respective class certificate balances immediately prior to that distribution date and their respective initial class certificate balances, until their respective class certificate balances are reduced to zero, except that any realized losses that would otherwise be allocated to the Class 1-A-2, Class 1-A-8, Class 1-A-14 and Class 1-A-22 Certificates will instead be allocated to the Class 1-A-3, Class 1-A-25, Class 1-A-15 and Class 1-A-23 Certificates, respectively, until their respective class certificate balances are reduced to zero.

In addition, if, on any distribution date, following all distributions and the allocation of realized losses, the aggregate class certificate balance of all classes of certificates exceeds the pool principal balance, then the class certificate balance of the class of subordinated certificates then outstanding with the lowest distribution priority will be reduced by the amount of the excess.

Credit Enhancement

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

Subordination

The senior certificates will have a distribution priority over the classes of subordinated certificates. Among the subordinated certificates offered by this prospectus supplement, the Class M Certificates will have a distribution priority over the Class B Certificates. Within the Class B Certificates, each class of certificates will have a distribution priority over those classes of Class B Certificates with a higher numerical designation.

Subordination is designed to provide the holders of certificates with 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 the realized losses on the mortgage loans, first to the subordinated certificates, beginning with the class of subordinated certificates then outstanding with the lowest distribution priority, and second to the senior certificates (other than the notional amount certificates) in accordance with the priorities set forth above under “— Allocation of Realized Losses.”

Additionally, as described above under “— Principal Payments,” the senior prepayment percentage (which determines the allocation of the net principal prepayments between the senior certificates and the subordinated certificates) will exceed the senior percentage (which represents the senior certificates (other than the notional amount certificates) as a percentage of all the certificates (other than the notional amount certificates) for at least the first 9 years after the closing date. This disproportionate allocation of unscheduled payments of principal will have the effect of accelerating the amortization of the senior certificates which receive these unscheduled payments of principal while, in the absence of realized losses, increasing the interest in the principal balance of the mortgage pool evidenced by the subordinated certificates. Increasing the respective interest of the subordinated certificates relative to that of the senior certificates is intended to preserve the availability of the subordination provided by the subordinated certificates.

See “Description of the Certificates — Allocation of Losses” in this prospectus supplement and “Credit Enhancement — Subordination” in this prospectus supplement and in the prospectus.

Advances

The master servicer will make cash advances with respect to delinquent payments of principal and interest on the mortgage loans to the extent the master servicer reasonably believes that the cash advances can be repaid from future payments on the 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 Mortgage Loans — Advances” in this prospectus supplement.

Repurchase, Substitution and Purchase of Mortgage Loans

The sellers will be required to repurchase, or substitute, with a replacement mortgage loan, 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.

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Additionally, the master servicer may purchase from the issuing entity any mortgage loan that is delinquent in payment by 151 days or more according to the MBA 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 Countrywide Home Loans, Inc., in its corporate capacity, agrees to purchase that mortgage loan from the issuing entity. 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 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 master servicing fee rate).

See “The Mortgage Pool — General”, “— 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 master servicer may purchase all of the remaining assets of the issuing entity and retire all the outstanding classes of certificates on or after the 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 sum of (x) the aggregate stated principal balance of the closing date mortgage loans as of the initial cut-off date and (y) any pre-funded amount on the closing date.

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

Tax Status

For federal income tax purposes, the issuing entity (exclusive of the pre-funding account and the capitalized interest account) will consist of one or more REMICs in a tiered structure: one or more underlying REMICs (if any) and the master REMIC. The assets of the lowest underlying REMIC in this tiered structure (or the master REMIC if there are no underlying REMICs) will consist of the mortgage loans and any other assets designated in the pooling and servicing agreement. The master REMIC will issue the several classes of certificates, which, other than the Class A-R Certificates, will represent the regular interests in the master REMIC. The Class 1-A-9 Certificates will also represent the right to receive yield supplement amounts from the reserve fund. The Class A-R Certificates will represent ownership of both the residual interest in the master REMIC and the residual interests in any underlying REMICs.

The reserve fund will not constitute any part of any REMIC described in the pooling and servicing agreement.

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

ERISA Considerations

The offered certificates (other than the Class X and Class A R 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. The Class 1-A-9 Certificates may not be acquired or held by a person investing assets of any such plans or arrangements before the distribution date in May 2008, unless such acquisition or holding is eligible for the exemptive relief available under one of the class exemptions or the statutory exemption described in this prospectus supplement under “ERISA Considerations - ERISA Considerations With Respect to the Reserve Fund.”

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

Legal Investment

The senior certificates and the Class M Certificates will be “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984 as long as they are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization. None of the other classes of offered certificates will be “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984.

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See “Legal Investment” 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 significant sources of risk associated with an investment in the certificates. You should also carefully consider the information under “Risk Factors” beginning on page 2 in the prospectus.

Your Yield Will Be Affected By Prepayments Borrowers may, at their option, prepay their mortgage loans in whole or in part at any time. We cannot predict the rate at which borrowers will repay their mortgage loans. 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.   A prepayment of a mortgage loan, however, will result in a prepayment on the certificates.   The rate and timing of prepayment of the mortgage loans will affect the yields to maturity and weighted average lives of the certificates. You will bear any reinvestment risks from faster or slower prepayments of mortgage loans.   ·If you purchase your certificates at a discount and principal is repaid slower than you anticipate, then your yield may be lower than you anticipate.   ·If you purchase notional amount certificates or certificates at a premium and principal is repaid faster than you anticipate, then your yield may be lower than you anticipate.   ·If you purchase notional amount certificates and principal is repaid faster than you anticipated, you may lose your initial investment.   ·Approximately 0.74% of the initial mortgage loans by aggregate stated principal balance of the initial mortgage loans as of the initial cut-off date require (and certain of the other mortgage loans may require) the mortgagor to pay a charge if the mortgagor prepays the mortgage loan during periods of up to five years after the mortgage loan was originated. A prepayment charge may discourage a mortgagor from prepaying the mortgage loan during the applicable period. Prepayment charges will not be available for distribution to the certificateholders.   ·In addition, the yields to maturity and weighted average lives of the senior certificates will be affected by any prepayment resulting from the distribution of amounts (if any) on deposit in the pre-funding account.

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	See “Yield, Prepayment and Maturity Considerations” in this prospectus supplement for a description of factors that may influence the rate and timing of prepayments on the mortgage loans.
Your Yield May Be Affected By The Interest Only Feature Of Some Of The Mortgage Loans	Approximately 43.67% of the initial mortgage loans, by aggregate stated principal balance of the initial mortgage loans as of the initial cut-off date, require (and certain of the other mortgage loans may require) monthly payments of only accrued interest for the first ten years after origination. 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.
	See “Description of the Certificates — Interest” and “Yield, Prepayment and Maturity Considerations” in this prospectus supplement for more information.

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The Yields On The LIBOR Certificates Will Be Affected By The Level Of LIBOR	The pass-through rate on the Class 1-A-9 Certificates will be based on LIBOR plus a margin, subject to a cap. The pass-through rate on the Class 1-A-20 Certificates will be based on a fixed rate minus LIBOR. The yields on the LIBOR Certificates will be affected by the level of LIBOR. If the level of LIBOR is different than the level you expect, then the yield on your LIBOR Certificates may be lower than you expect. The pass-through rate on the Class 1-A-20 Certificates may be as little as 0%.
	See “Description of the Certificates — Interest” and “Yield, Prepayment and Maturity Considerations” in this prospectus supplement for more information.
Your Yield Will Be Affected By How Distributions Are Allocated To The Certificates	The timing of principal payments on the certificates will be affected by a number of factors, including: ·the extent of prepayments on the mortgage loans, ·how payments of principal are allocated among the classes of certificates as specified on page S-59, ·whether the master servicer exercises its right, in its sole discretion, to terminate the issuing entity, ·the rate and timing of payment defaults and losses on the mortgage loans, and ·repurchases of mortgage loans for material breaches of representations and warranties. 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.
	See “Description of the Certificates — Principal,” and “— Optional Termination” in this prospectus supplement for a description of the manner in which principal will be paid to the certificates. See “The Mortgage Pool — Assignment of the Mortgage Loans” in this prospectus supplement for more information regarding the repurchase or substitution of mortgage loans.
Subordinated Certificates Have A Greater Risk Of Loss Because Of Subordination: Credit Enhancement May Not Be Sufficient To Protect Senior Certificates From Losses	The certificates are not insured by any financial guaranty insurance policy. The subordination features are intended to enhance the likelihood that the senior certificateholders will receive regular payments of interest and principal. Subordination. Credit enhancement will be provided for the certificates, first, by the right of the holders of more senior classes of certificates to receive payments of principal before the classes subordinated to them and, second, by the allocation of realized losses to subordinated classes in the reverse order of their priority of distribution. This form of credit enhancement uses collections on the mortgage loans otherwise payable to holders of subordinated classes to pay amounts due on more senior classes. Collections otherwise payable to subordinated classes comprise the sole source of funds from which this type of credit enhancement is provided. Realized losses are allocated first to the subordinated certificates in the reverse order of their priority of distribution, beginning with the subordinated certificates then outstanding with the lowest distribution priority, until the principal balance of each class of subordinated certificates has been reduced to zero. Accordingly, if the aggregate principal balance of each subordinated class were to be reduced to zero, delinquencies and defaults on the mortgage loans would reduce the amount of funds available for monthly distributions to holders of the senior certificates. Realized losses allocable to the senior certificates (other than the notional amount certificates) will be allocated among the classes of senior certificates on a pro rata basis. However, realized losses that would otherwise be allocated to the Class 1-A-2, Class 1-A-8, Class 1-A-14 and Class 1-A-22 Certificates will instead be allocated to the Class 1-A-3, Class 1-A-25, Class 1-A-15 and Class 1-A-23 Certificates, respectively, until their respective class certificate balances are reduced to zero.

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	Investors in a class of super senior certificates should note that the initial class certificate balance of the related class of senior support certificates is substantially lower than the initial class certificate balance of that class of super senior certificates, and consequently, the related class of senior support certificates will be able to absorb only a limited amount of realized losses that are otherwise allocable to that class of super senior certificates. Among the subordinated certificates, the Class M Certificates are the least subordinated, that is, they have the highest distribution priority. Within the Class B Certificates, the distribution priority is in numerical order.
	See “Description of the Certificates — Allocation of Losses” in this prospectus supplement, and “Credit Enhancement — Subordination” in this prospectus supplement and in the prospectus.
Possible Prepayment On The Senior Certificates Due To Inability To Acquire Supplemental Mortgage Loans	The ability of the issuing entity to acquire supplemental mortgage loans depends on the ability of Countrywide Home Loans to originate or acquire mortgage loans during the period ending no later than the last day of the calendar month following the month in which the closing date occurs that meet the eligibility criteria for supplemental mortgage loans described in this prospectus supplement. The ability of Countrywide Home Loans to originate or acquire eligible supplemental mortgage loans will be affected by a number of factors including prevailing interest rates, employment levels and economic conditions generally.
	If any of the amounts on deposit in the pre-funding account allocated to purchase supplemental mortgage loans cannot be used for that purpose, those amounts will be distributed to holders of the senior certificates as a prepayment of principal no later than the second distribution date.

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Certain Interest Shortfalls Will Be Allocated To The Certificates Which Could Result In Shortfalls On The Payments Of The Certificates	When a borrower makes a full or partial prepayment on a mortgage loan, the amount of interest that the borrower is required to pay may be less than the amount of interest holders of certificates would otherwise be entitled to receive with respect to the mortgage loan. The master servicer is required to reduce the master servicing fee to offset this shortfall, but the reduction for any distribution date is limited to an amount equal to the product of one-twelfth of 0.125% and the aggregate stated principal balance of the mortgage loans. If the aggregate amount of interest shortfalls resulting from prepayments on the mortgage loans exceeds the amount of the reduction in the master servicing fee, the interest entitlement for each class of certificates will be reduced proportionately by the amount of this excess.
	In addition, your certificates may be subject to certain shortfalls in interest collections arising from the application of the Servicemembers Civil Relief Act and similar state laws (referred to as the Relief Act). The Relief Act limits the interest charged on a mortgage loan for certain borrowers in excess of 6% per annum during the period of the borrower’s active duty. These shortfalls are not required to be paid by the borrower at any future time, will not be offset by a reduction to the master servicing fee and will reduce the accrued interest on each class of certificates on a pro rata basis. In addition, pursuant to the laws of various states, under certain circumstances, payments on mortgage loans by residents in such states who are called into active duty with the National Guard or the reserves will be deferred. These state laws may also limit the ability of the servicer to foreclose on the related mortgaged property. This could result in delays or reductions in payment and increased losses on the mortgage loans which would be borne by the certificateholders.See “Risk Factors — Impact of World Events” in the prospectus.
Certain Mortgage Loans Do Not Yet Have A Payment Due	Approximately 29.89% of the initial mortgage loans by aggregate stated principal balance of the initial mortgage loans as of the initial cut-off date have an initial payment date after the due date in the month of the first distribution date. Countrywide Home Loans will deposit an amount equal to one month's interest on these loans into the distribution account prior to the first distribution date. As a result, there will be no principal paid with respect to these loans on the first distribution date. In addition, if Countrywide Home Loans were unable or unwilling to deposit such amount, there would not be enough interest collections to distribute the required amount of interest on the certificates.
Certificates May Not Be Appropriate For Some Investors	The offered certificates may not be an appropriate investment for investors who do not have sufficient resources or expertise to evaluate the particular characteristics of each applicable class of offered certificates. This may be the case because, among other things: ·the yield to maturity of offered certificates purchased at a price other than par will be sensitive to the uncertain rate and timing of principal prepayments on the mortgage loans; ·the rate of principal distributions on, and the weighted average lives of, the offered certificates will be sensitive to the uncertain rate and timing of principal prepayments on the mortgage loans and the priority of principal distributions among the classes of certificates. Accordingly, the offered certificates may be an inappropriate investment if you require a distribution of a particular amount of principal on a specific date or an otherwise predictable stream of distributions;

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	·you may not be able to reinvest distributions on an offered certificate (which, in general, are expected to be greater during periods of relatively low interest rates) at a rate at least as high as the pass-through rate applicable to your certificate; or
	·a secondary market for the offered certificates may not develop or provide certificateholders with liquidity of investment.
Geographic Concentration Increases Risk That Certificate Yields Could Be Impaired	The table under “The Mortgage Pool — Geographic Distribution of Mortgaged Properties” in Annex A to this prospectus supplement sets forth the geographic concentration of the mortgaged properties as of the initial cut-off date, including the percentage by principal balance of the initial mortgage loans secured by mortgaged property located in California. Homes in California are 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. 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 on time;
	·declines in the residential real estate market 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 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 Master 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.

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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, particularly in the subprime sector.  In addition, in recent months housing prices and appraisal values in many states have declined or stopped appreciating, after extended periods of significant appreciation.  A continued decline or an extended flattening of those values may result in additional increases in delinquencies and losses on residential mortgage loans generally.    Investors should note that delinquencies generally have been increasing with respect to securitizations sponsored by Countrywide Home Loans, Inc. 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.   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.

Some of the 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 results. 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

The depositor, CWMBS, Inc., will purchase the mortgage loans in the mortgage pool from Countrywide Home Loans, Inc. (“Countrywide Home Loans”) and one or more other sellers affiliated with Countrywide Financial Corporation (each of which is referred to as a seller and, together they are referred to as the “sellers”), pursuant to a pooling and servicing agreement (the “pooling and servicing agreement”) dated as of May 1, 2007 among the sellers, Countrywide Home Loans Servicing LP, as master servicer, the depositor and The Bank of New York, as trustee, and will cause the mortgage loans to be assigned to the trustee for the benefit of the holders of the certificates. The mortgage loans that are purchased by the depositor and assigned to the trustee on the closing date and that are listed in the tables in Annex A are referred to as the “Initial Mortgage Loans”. The Initial Mortgage Loans, together with any other mortgage loans that are purchased by the depositor and assigned to the trustee on the closing date are referred to as the “Closing Date Mortgage Loans.” Each seller, other than Countrywide Home Loans, will be a special purpose entity established by Countrywide Financial Corporation or one or more of its subsidiaries, which will sell mortgage loans previously acquired from Countrywide Home Loans.

Under the pooling and servicing agreement, Countrywide Home Loans will make certain representations, warranties and covenants to the depositor relating to, among other things, the due execution and enforceability of the pooling and servicing agreement and certain characteristics of the mortgage loans. In addition each of the sellers will represent and warrant that, prior to the sale of the related mortgage loans to the depositor, the applicable seller had good title to the mortgage loans sold by it, was the sole owner of those mortgage loans free and clear of any pledge, lien, encumbrance or other 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 those mortgage loans pursuant to the pooling and servicing agreement. Subject to the limitations described in the next sentence and under “— Assignment of the Mortgage Loans,” Countrywide Home Loans (or the related seller, in the case of the representation regarding good title) will be obligated to repurchase or substitute a similar 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. Countrywide Home Loans will represent and warrant to the depositor in the pooling and servicing agreement that the mortgage loans were selected from among the outstanding one-to-four family mortgage loans in Countrywide Home Loans’ portfolio as to which the representations and warranties set forth in the pooling and servicing agreement can be made and that the selection was not made in a manner intended to affect the interests of the certificateholders adversely. See “Loan Program — Representations by Sellers; Repurchases” in the prospectus.

Under the pooling and servicing agreement, the depositor will assign all its right, title and interest in the representations, warranties and covenants (including the sellers’ repurchase or substitution obligation) to the trustee for the benefit of the certificateholders. 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, defenses or counterclaims. The depositor will make no other representations or warranties with respect to the mortgage loans and will have no obligation to repurchase or substitute mortgage loans with deficient documentation or which are otherwise defective. The sellers are selling the mortgage loans without recourse and will have no obligation with respect to the certificates in their respective capacities as sellers other than the repurchase or substitution obligation described above. The obligations of the master servicer, with respect to the certificates, are limited to the master servicer’s contractual servicing obligations under the pooling and servicing agreement.

The statistical information with respect to the Initial Mortgage Loans set forth in this prospectus supplement is based on the Stated Principal Balance of the Initial Mortgage Loan as of the later of (x) May 1, 2007 and (y) the date of origination of such mortgage loan (referred to as, the “initial cut-off date”). The depositor believes that the information set forth in this prospectus supplement regarding the Initial Mortgage Loans as of the initial cut-off date is representative of the characteristics of the mortgage loans that will be delivered on the closing date. However, certain Initial Mortgage Loans may prepay or may be determined not to meet the eligibility requirements for inclusion in the final mortgage pool. A limited number of mortgage loans may be substituted for the Initial Mortgage Loans described in this prospectus supplement and mortgage loans may be added, although any addition or substitution will not result in a material difference in the mortgage pool on the closing date or the final mortgage pool at the end of the Funding Period. As a result, the initial cut-off date information regarding the actual mortgage loans delivered on the closing date and the final mortgage pool delivered at the end of the Funding Period may vary somewhat from the initial cut-off date information regarding the Initial Mortgage Loans presented in this prospectus supplement.

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As of the initial cut-off date, the aggregate Stated Principal Balance of the Initial Mortgage Loans will be approximately $795,282,868 (which is referred to as the “Initial Cut-off Date Pool Principal Balance”). Approximately 43.67% of the aggregate Stated Principal Balance of the Initial Mortgage Loans as of the initial cut-off date only require the related mortgagors to pay interest on the principal balance of the mortgage loan for the first ten years after their origination, but require that the entire principal balance of the mortgage loan be fully amortized over the related remaining term of the mortgage loan. The remaining mortgage loans provide for the amortization of the amount financed over a series of substantially equal monthly payments. All of the Initial Mortgage Loans will provide that payments are due on the first day of each month (the “Due Date”). All of the mortgage loans to be included in the issuing entity will be evidenced by promissory notes secured by first lien deeds of trust, security deeds or mortgages on one-to-four family residential properties. At origination, substantially all of the Initial Mortgage Loans will have stated terms to maturity of 30 years. Scheduled monthly payments made by the mortgagors on the mortgage loans (referred to as scheduled payments) either earlier or later than their scheduled Due Dates will not affect the amortization schedule or the relative application of the payments to principal and interest. Except for ten Initial Mortgage Loans constituting not more than 0.74% of the Initial Cut-off Date Pool Principal Balance, the mortgagors may prepay their mortgage loans at any time without charge. The prepayment charge period for those mortgage loans will be up to five years. Any prepayment charges received on those mortgage loans will not be distributed to certificateholders.

The earliest first payment date of any Initial Mortgage Loan was on or after August 1, 2006.

The latest stated maturity date of any Initial Mortgage Loan will be December 1, 2037. The earliest stated maturity date of any Initial Mortgage Loan will be May 1, 2032.

As of the closing date, all payments due with respect to each Initial Mortgage Loan prior to the initial cut-off date have been made. As of the initial cut-off date, no Initial Mortgage Loan has been delinquent 30 or more days in the last twelve months. Delinquencies with respect to the mortgage loans will be recognized in accordance with the MBA Method. See “The Agreements — Delinquency Calculation Methods” in the prospectus for more information about the MBA Method.

As of the initial cut-off date, no Initial Mortgage Loan was subject to a buydown agreement. No Initial Mortgage Loan provides for deferred interest or negative amortization.

Whenever reference is made in this prospectus supplement to a percentage of some or all of the Initial Mortgage Loans, that percentage is determined on the basis of the Stated Principal Balance of such Initial Mortgage Loan as of the initial cut-off date, unless otherwise specified. The Initial Cut-off Date Pool Principal Balance of the mortgage loans set forth above is subject to a variance of plus or minus five percent.

No Initial Mortgage Loan had a Loan-to-Value Ratio at origination of more than 100.00%. Generally, each mortgage loan with a Loan-to-Value Ratio at origination of greater than 80% will be covered by a primary mortgage guaranty insurance policy issued by a mortgage insurance company acceptable to Fannie Mae or Freddie Mac. The policy provides coverage in an amount equal to a specified percentage times the sum of the remaining principal balance of the related mortgage loan, the accrued interest thereon and the related foreclosure expenses. The specified coverage percentage for mortgage loans with terms to maturity between 25 and 30 years is generally,

· 12% for Loan-to-Value Ratios between 80.01% and 85.00%,

· 25% for Loan-to-Value Ratios between 85.01% and 90.00%,

· 30% for Loan-to-Value Ratios between 90.01% and 95.00%, and

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· 35% for Loan-to-Value Ratios between 95.01% and 100%.

The specified coverage percentage for mortgage loans with terms to maturity of up to 20 years ranges from:

· 6% to 12% for Loan-to-Value Ratios between 80.01% and 85.00%,

· 12% to 20% for Loan-to-Value Ratios between 85.01% and 90.00%, and

· 20% to 25% for Loan-to-Value Ratios between 90.01% and 95.00%.

The required coverage percentage of mortgage insurance is determined by the type, term and Loan-to-Value Ratio of the mortgage loan and may also vary based on occupancy type. However, under certain circumstances, the specified coverage level may vary from the foregoing. With respect to four Initial Mortgage Loans representing 0.23% of the Initial Cut-off Date Pool Principal Balance, the lender (rather than the borrower) acquired the primary mortgage guaranty insurance and charged the related borrower an interest premium. Except for these lender acquired mortgage insurance mortgage loans, no primary mortgage guaranty insurance policy will be required with respect to any mortgage loan if maintaining the policy is prohibited by applicable law or after the date on which the related Loan-to-Value Ratio is 80% or less or, based on a new appraisal, the principal balance of the mortgage loan represents 80% or less of the new appraised value. The primary mortgage guaranty insurance policy will be maintained for the life of the lender acquired mortgage insurance mortgage loans unless otherwise provided in the mortgage note or prohibited by law.

The “Loan-to-Value Ratio” of a mortgage loan at any given time is a fraction, expressed as a percentage, the numerator of which is the principal balance of the related mortgage loan at the date of determination and the denominator of which is the Collateral Value. The “Collateral Value” is:

· in the case of a purchase, the lesser of the selling price of the mortgaged property or its appraised value at the time of sale, or

· in the case of a refinance, the appraised value of the mortgaged property at the time of the refinance, except as described in the following sentence.

If the mortgagor is refinancing an existing mortgage loan that was originated or acquired by Countrywide Home Loans, and that existing mortgage loan meets the delinquency criteria set forth in the pooling and servicing agreement, then with respect to the refinanced mortgage loan,

· 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; 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 Process” in this prospectus supplement.

No assurance can be given that the value of any mortgaged property has remained or will remain at the level that existed on the appraisal or sales date. If residential real estate values generally or in a particular geographic area decline, the Loan-to-Value Ratios might not be a reliable indicator of the rates of delinquencies, foreclosures and losses that could occur with respect to the mortgage loans.

Although all of the mortgage loans are secured by first liens, the tables set forth in Annex A include certain Combined Loan-to-Value Ratios. The “Combined Loan-to-Value Ratio” of a mortgage loan originated by Countrywide Home Loans is a fraction, expressed as a percentage, the numerator of which is the sum of (i) the principal balance of the mortgage loan at origination and (ii) the outstanding principal balance at origination of the mortgage loan of any junior mortgage loan(s) originated by Countrywide Home Loans contemporaneously with the origination of the senior mortgage loan (or, in the case of any open-ended junior revolving home equity line of credit, the maximum available line of credit with respect to that junior mortgage loan), and the denominator of which is the Collateral Value. If a mortgage loan was originated by Countrywide Home Loans in connection with the refinancing of an existing mortgage loan, the numerator of the Combined Loan-to-Value Ratio for that mortgage loan will also include the outstanding principal balance at origination of any junior mortgage loan(s) originated by Countrywide Home Loans during the 12 months following the origination of the mortgage loan being refinanced.

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Further statistical information regarding certain characteristics of the Initial Mortgage Loans as of the initial cut-off date is set forth in Annex A hereto.

Assignment of the Mortgage Loans

Pursuant to the pooling and servicing agreement, on the closing date, the depositor 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 CHL Mortgage Pass-Through Trust 2007-8, including all principal and interest received on or with respect to the Closing Date Mortgage Loans, but not any principal and interest due on or before the initial cut-off date, and amounts on deposit in the Pre-funding Account and the Capitalized Interest Account on the closing date.

In connection with the transfer and assignment of a mortgage loan, the depositor will deliver or cause to be delivered to the trustee, or a custodian for the trustee, the mortgage file, which contains among other things,

· the original mortgage note (and any modification or amendment to it) endorsed in blank without recourse, except that the depositor may deliver or cause to be delivered a lost note affidavit in lieu of any original mortgage note that has been lost;

· the original instrument creating a first lien on the related mortgaged property with evidence of recording indicated thereon or a copy of such instrument;

· an assignment in recordable form of the mortgage or a copy of such assignment;

· the original or a copy of the title policy with respect to the related mortgaged property; and

· if applicable, all recorded intervening assignments of the mortgage or copies thereof and any riders or modifications to the mortgage note and mortgage or copies thereof (except for any documents not returned from the public recording office, which will be delivered to the trustee as soon as the same is available to the depositor).

With respect to up to 50% of the Closing Date Mortgage Loans, the depositor may deliver all or a portion of each related mortgage file to the trustee not later than thirty days after the closing date, and not later than twenty days after the relevant Supplemental Transfer Date (as defined below) with respect up to 90% of the Supplemental Mortgage Loans (as defined below) conveyed on such Supplemental Transfer Date. 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 where in the opinion of counsel 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 any seller or a transferor, as the case may be. The depositor expects that substantially all of the assignments will not be recorded based on an opinion of counsel.

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. The trustee will review each mortgage file relating to the Closing Date Mortgage Loans within 90 days of the closing date (or promptly after the trustee’s receipt of any document permitted to be delivered after the closing date) and the documents relating to the Supplemental Mortgage Loans promptly after the trustee’s receipt thereof after the related Supplemental Transfer Date as described above, and if any document in a mortgage file is found to be missing or defective in a material respect and Countrywide Home Loans does not cure the defect within 90 days of notice of the defect from the trustee (or within such longer period not to exceed 720 days after the closing date as provided in the pooling and servicing agreement in the case of missing documents not returned from the public recording office), Countrywide Home Loans will be obligated to repurchase the related mortgage loan from the issuing entity at the purchase price described in the prospectus under “Loan Program — Representations by Sellers; Repurchases.” Rather than repurchase the mortgage loan as provided above, Countrywide Home Loans may remove the mortgage loan (referred to as a deleted mortgage loan) from the issuing entity and substitute in its place another mortgage loan (referred to as a replacement mortgage loan); however, such a substitution is permitted only within two years of the closing date and may not be made unless an opinion of counsel is provided to the trustee to the effect that such a substitution will not disqualify any REMIC 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,

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· have a principal balance, after deduction of all scheduled payments due in the month of substitution, not in excess of, and not more than 10% less than, the Stated Principal Balance of the deleted mortgage loan (the amount of any shortfall to be deposited by Countrywide Home Loans in the Certificate Account and held for distribution to the certificateholders on the related Distribution Date (referred to as a “Substitution Adjustment Amount”)),

· have a mortgage rate not lower than, and not more than 1% per annum higher than, that of the deleted mortgage loan,

· have a Loan-to-Value Ratio not higher than that of the deleted mortgage loan,

· have a remaining term to maturity not greater than (and not more than one year less than) that of the deleted mortgage loan, and

· 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 certificateholders or the trustee for omission of, or a material defect in, a mortgage loan document.

Notwithstanding the foregoing, in lieu of providing the duly executed assignment of the mortgage to the trustee or copies thereof and the original recorded assignment or assignments of the mortgage together with all interim recorded assignments of such mortgage or copies thereof, 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.

Conveyance of Supplemental Mortgage Loans

If the aggregate Stated Principal Balance of the Closing Date Mortgage Loans, as of the initial cut-off date, is less than $855,000,000, an account (the “Pre-funding Account”) will be established with the trustee on the closing date and funded in an amount equal to the excess of the related amount (the “Pre-funded Amount”) set forth above over the balance of the aggregate Stated Principal Balance of the Closing Date Mortgage Loans as of the initial cut-off date. As of the date of this prospectus supplement, the Pre-funded Amount is expected to be approximately $59,717,132, but the amount actually deposited in the Pre-funding Account on the closing date will equal the excess, if any, of the aggregate Class Certificate Balance of the certificates as of the closing date, over the aggregate Stated Principal Balance of the Closing Date Mortgage Loans as of the initial cut-off date. Amounts on deposit in the Pre-funding Account may be used to purchase mortgage loans after the closing date to be included in the aggregate Stated Principal Balance of the mortgage loans. Such mortgage loans are referred to as (“Supplemental Mortgage Loans”).

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Any investment income earned from amounts in the Pre-funding Account will be paid to the depositor and will not be available for payments on the certificates. During the period from the closing date to the earlier of the date on which the amount in the Pre-funding Account allocated to purchase Supplemental Mortgage Loans is less than $150,000 and June 30, 2007 (the “Funding Period”), the depositor is expected to purchase Supplemental Mortgage Loans from one or more of the sellers and sell those Supplemental Mortgage Loans to the issuing entity as described below. The purchase price for each Supplemental Mortgage Loan purchased by the trust after the closing date will equal the Stated Principal Balance of the Supplemental Mortgage Loan as of the later of the first day of the month of the transfer to the issuing entity and the date of origination of that mortgage loan (the related “Supplemental Cut-off Date”) and will be paid from the Pre-funding Account. Accordingly, the purchase of Supplemental Mortgage Loans will decrease the amount on deposit in the Pre-funding Account and increase the Stated Principal Balance of the mortgage loans.

Because some of the mortgage loans may not be acquired by the issuing entity until after the closing date, there may not be sufficient interest collections from the Initial Mortgage Loans to pay all the interest due on the certificates on the first and possibly the second Distribution Dates. A capitalized interest account (the “Capitalized Interest Account”) will be established and funded on the closing date from which funds (together with any investment earnings thereon) will be drawn upon to offset any interest shortfall on the Distribution Date during and, if necessary, immediately following the Funding Period as a result of the supplemental loan mechanism. Any amounts remaining in the Capitalized Interest Account after making distributions of interest on the first Distribution Date following the end of the Funding Period will be paid to Countywide Home Loans and will not thereafter be available for distribution to certificateholders.

Amounts on deposit in the Pre-funding Account and the Capitalized Interest Account will be invested in permitted investments. The Pre-funding Account and the Capitalized Interest Account will not be assets of any REMIC.

Pursuant to the pooling and servicing agreement and a supplemental transfer agreement (a “Supplemental Transfer Agreement”) to be executed by the applicable seller, the depositor and the trustee, the conveyance of Supplemental Mortgage Loans may be made on any business day during the Funding Period (a “Supplemental Transfer Date”), subject to the fulfillment of certain conditions in the pooling and servicing agreement, including that the Supplemental Mortgage Loans conveyed on the related Supplemental Transfer Date satisfy the same representations and warranties in the pooling and servicing agreement applicable to all of the mortgage loans, and that, as of the Supplemental Cut-off Date:

· the Supplemental Mortgage Loans conveyed on that Supplemental Transfer Date were selected in a manner reasonably believed not to be adverse to the interests of the certificateholders,

· the trustee receives an opinion of counsel with respect to the validity of the conveyance of the Supplemental Mortgage Loans conveyed on that Supplemental Transfer Date,

· the Supplemental Mortgage Loans conveyed on that Supplemental Transfer Date were originated in accordance with the underwriting standards described in this prospectus supplement,

· each Supplemental Mortgage Loan will have a net mortgage rate greater than or equal to 6.00%,

· the conveyance of the Supplemental Mortgage Loans on that Supplemental Transfer Date will not result in a reduction or withdrawal of any ratings assigned to the offered certificates, and

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· following the conveyance of the Supplemental Mortgage Loans on that Supplemental Transfer Date to the issuing entity, the characteristics of the mortgage pool will not vary by more than the permitted variance specified below from the characteristics listed below; provided that for the purpose of making such calculations, the characteristics for any Closing Date Mortgage Loan will be taken as of the initial cut-off date and the characteristics for any Supplemental Mortgage Loan will be taken as of the related Supplemental Cut-off Date:

Characteristic		Permitted Variance or Range
Average Stated Principal Balance	$650,000		10%
Weighted Average Mortgage Rate	6.50%		10 bps
Weighted Average Original Loan-to-Value Ratio	73%		5%
Weighted Average Remaining Term to Maturity	360 months		2 months
Weighted Average FICO Credit Score	740 points		10 points

Underwriting Process

General

All of the mortgage loans in the issuing entity will have been originated or acquired by Countrywide Home Loans in accordance with its credit, appraisal and underwriting process. Countrywide Home Loans has been originating mortgage loans since 1969. Countrywide Home Loans’ underwriting process are applied in accordance with applicable federal and state laws and regulations. Except as otherwise provided in this prospectus supplement, the underwriting procedures are consistent with those identified under “Loan Program — Underwriting Standards” in the prospectus.

As part of its evaluation of potential borrowers, Countrywide Home Loans generally requires a description of income. If required by its underwriting guidelines, Countrywide Home Loans obtains employment verification providing current and historical income information and/or a telephonic employment confirmation. Such employment verification may be obtained, either through analysis of the prospective borrower’s recent pay stub and/or W-2 forms for the most recent two years, relevant portions of the most recent two years’ tax returns, or from the prospective borrower’s employer, wherein the employer reports the length of employment and current salary with that organization. Self-employed prospective borrowers generally are required to submit relevant portions of their federal tax returns for the past two years.

In assessing a prospective borrower’s creditworthiness, Countrywide Home Loans may use FICO Credit Scores. “FICO Credit Scores” are statistical credit scores designed to assess a borrower’s creditworthiness and likelihood to default on a consumer obligation over a two-year period based on a borrower’s credit history. FICO Credit Scores were not developed to predict the likelihood of default on mortgage loans and, accordingly, may not be indicative of the ability of a mortgagor to repay its mortgage loan. FICO Credit 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. Under Countrywide Home Loans’ underwriting guidelines, borrowers possessing higher FICO Credit Scores, which indicate a more favorable credit history, and who give Countrywide Home Loans the right to obtain the tax returns they filed for the preceding two years may be eligible for Countrywide Home Loans’ processing program (the “Preferred Processing Program”). Approximately 54.63% of the Initial Mortgage Loans by Initial Cut-off Date Pool Principal Balance have been underwritten pursuant to Countrywide Home Loans’ Preferred Processing Program. Countrywide Home Loans may waive some documentation requirements for mortgage loans originated under the Preferred Processing Program.

Periodically the data used by Countrywide Home Loans to complete the underwriting analysis may be obtained by a third party, particularly for mortgage loans originated through a loan correspondent or mortgage broker. In those instances, the initial determination as to whether a mortgage loan complies with Countrywide Home Loans’ underwriting guidelines may be made by an independent company hired to perform underwriting services on behalf of Countrywide Home Loans, the loan correspondent or mortgage broker. In addition, Countrywide Home Loans may acquire mortgage loans from approved correspondent lenders under a program pursuant to which Countrywide Home Loans delegates to the correspondent the obligation to underwrite the mortgage loans to Countrywide Home Loans’ standards. Under these circumstances, the underwriting of a mortgage loan may not have been reviewed by Countrywide Home Loans before acquisition of the mortgage loan and the correspondent represents that Countrywide Home Loans’ underwriting standards have been met. After purchasing mortgage loans under those circumstances, Countrywide Home Loans conducts a quality control review of a sample of the mortgage loans. The number of loans reviewed in the quality control process varies based on a variety of factors, including Countrywide Home Loans’ prior experience with the correspondent lender and the results of the quality control review process itself.

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Countrywide Home Loans’ underwriting standards are applied by or on behalf of Countrywide Home Loans to evaluate the prospective borrower’s credit standing and repayment ability and the value and adequacy of the mortgaged property as collateral. Under those standards, a prospective borrower must generally demonstrate that the ratio of the borrower’s monthly housing expenses (including principal and interest on the proposed mortgage loan and, as applicable, the related monthly portion of property taxes, hazard insurance and mortgage insurance) to the borrower’s monthly gross income and the ratio of total monthly debt to the monthly gross income (the “debt-to-income” ratios) are within acceptable limits. The maximum acceptable debt-to-income ratio, which is determined on a loan-by-loan basis varies depending on a number of underwriting criteria, including the Loan-to-Value Ratio, loan purpose, loan amount and credit history of the borrower. In addition to meeting the debt-to-income ratio guidelines, each prospective borrower is required to have sufficient cash resources to pay the down payment and closing costs. Exceptions to Countrywide Home Loans’ underwriting guidelines may be made if compensating factors are demonstrated by a prospective borrower.

Countrywide Home Loans may provide secondary financing to a mortgagor contemporaneously with the origination of a mortgage loan, subject to the following limitations: the Loan-to-Value Ratio of the senior (i.e., first) lien may not exceed 80% and the combined Loan-to-Value Ratio may not exceed 100%. Countrywide Home Loans’ underwriting guidelines do not prohibit or otherwise restrict a mortgagor from obtaining secondary financing from lenders other than Countrywide Home Loans, whether at origination of the mortgage loan or thereafter.

For all mortgage loans originated or acquired by Countrywide Home Loans, Countrywide Home Loans obtains a credit report relating to the applicant from a credit reporting company. The credit report typically contains information relating to such matters as credit history with local and national merchants and lenders, installment debt payments and any record of defaults, bankruptcy, dispossession, suits or judgments. All adverse information in the credit report is required to be explained by the prospective borrower to the satisfaction of the lending officer.

Generally, Countrywide Home Loans obtains appraisals from independent appraisers or appraisal services for properties that are to secure mortgage loans, except with respect to selected borrowers that are refinancing an existing mortgage loan that was originated or acquired by Countrywide Home Loans where, among other things, the mortgage loan has not been more than 30 days delinquent in payment during the previous twelve-month period. The appraisers inspect and appraise the proposed mortgaged property and verify that the property is in acceptable condition. Following each appraisal, the appraiser prepares a report which includes a market data analysis based on recent sales of comparable homes in the area and, when deemed appropriate, a replacement cost analysis based on the current cost of constructing a similar home. All appraisals are required to conform to Fannie Mae or Freddie Mac appraisal standards then in effect.

Countrywide Home Loans requires title insurance on all of its mortgage loans secured by first liens on real property. 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 of the related single-family mortgage loan or the replacement cost of the mortgaged property, whichever is less.

Countrywide Home Loans’ underwriting guidelines generally allow Loan-to-Value Ratios at origination of up to 95% for purchase money or rate and term refinance mortgage loans with original principal balances of up to $400,000, up to 90% for mortgage loans with original principal balances of up to $650,000, up to 80% for mortgage loans with original principal balances of up to $1,000,000, up to 75% for mortgage loans with original principal balances of up to $1,500,000, and up to 70% for mortgage loans with original principal balances of up to $3,000,000. Under certain circumstances, however, Countrywide Home Loans’ underwriting guidelines allow for Loan-to-Value Ratios of up to 100% for purchase money mortgage loans with original principal balances of up to $375,000.

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For cash-out refinance mortgage loans, Countrywide Home Loans’ underwriting guidelines permit Loan-to-Value Ratios at origination of up to 90% for mortgage loans with original principal balances of up to $1,500,000. The maximum “cash-out” amount permitted is $400,000 and is based in part on the original Loan-to-Value Ratio of the related mortgage loan. As used in this prospectus supplement, a refinance mortgage loan is classified as a cash-out refinance mortgage loan by Countrywide Home Loans if the borrower retains an amount greater than the lesser of 2% of the entire amount of the proceeds from the refinancing of the existing loan, or $2,000.

Under its underwriting guidelines, Countrywide Home Loans generally permits a debt-to-income ratio based on the borrower’s monthly housing expenses of up to 36% and a debt-to-income ratio based on the borrower’s total monthly debt of up to 40%; provided, however, that if the Loan-to-Value Ratio exceeds 80%, the maximum permitted debt-to-income ratios are 33% and 38%, respectively.

Under its underwriting guidelines, Countrywide Home Loans may originate mortgage loans to borrowers who are not U.S. citizens, including permanent and non-permanent residents. The borrower is required to have a valid U.S. social security number or a certificate of foreign status (IRS form W-8). The maximum Loan-to-Value Ratio for these loans is 90%.

Servicing of 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 180 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. 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. It is expected that as of the closing date Countrywide Home Loans Servicing LP will directly service all of 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. 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.

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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 Fannie Mae and Freddie Mac, 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 certain of its affiliates. 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 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 those states where a license is required. Its loan servicing activities are guaranteed by Countrywide Financial and Countrywide Home Loans (when required by the owner of the mortgage loans).

Countrywide Home Loans

Countrywide Home Loans, Inc., a New York corporation (“Countrywide Home Loans”), is the sponsor for the transaction and also a seller. Countrywide Home Loans is a direct wholly owned subsidiary of Countrywide Financial Corporation, a Delaware corporation (“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 March 31, 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 $1,351.598 billion, respectively, substantially all of which were being serviced for unaffiliated persons.

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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.

	Consolidated Mortgage Loan Production
																Three Months Ended
	Years Ended December 31,															March 31,
	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			214,826
Volume of Loans	$	149,072		$	234,526		$	134,762		$	159,561		$	149,095		$	43,035
Percent of Total Dollar Volume		59.2	%		53.9	%		37.1	%		32.2	%		32.2	%		37.4	%
Conventional Non-conforming Loans Number of Loans		283,536			562,389			529,192			866,476			730,511			155,766
Volume of Loans	$	62,665		$	138,006		$	144,663		$	235,614		$	211,841		$	49,970
Percent of Total Dollar Volume		24.9	%		31.7	%		39.9	%		47.6	%		45.8	%		43.5	%
FHA/VA Loans Number of Loans		157,626			196,063			105,562			80,555			89,753			22,880
Volume of Loans	$	19,093		$	24,402		$	13,247		$	10,714		$	13,093		$	3,539
Percent of Total Dollar Volume		7.6	%		5.6	%		3.6	%		2.2	%		2.8	%		3.1	%
Prime Home Equity Loans Number of Loans		316,049			453,817			587,046			728,252			716,353			158,183
Volume of Loans	$	11,650		$	18,103		$	30,893		$	44,850		$	47,876		$	10,539
Percent of Total Dollar Volume		4.6	%		4.2	%		8.5	%		9.1	%		10.4	%		9.2	%
Nonprime Mortgage Loans Number of Loans		63,195			124,205			250,030			278,112			245,881			43,667
Volume of Loans	$	9,421		$	19,827		$	39,441		$	44,637		$	40,596		$	7,881
Percent of Total Dollar Volume		3.7	%		4.6	%		10.9	%		9.0	%		8.8	%		6.8	%
Total Loans Number of Loans		1,813,944			2,846,399			2,298,744			2,729,874			2,506,431			595,322
Volume of Loans	$	251,901		$	434,864		$	363,006		$	495,376		$	462,501		$	114,964
Average Loan Amount	$	139,000		$	153,000		$	158,000		$	181,000		$	185,000		$	193,000
Non-Purchase Transactions(1)		66	%		72	%		51	%		53	%		55	%		62	%
Adjustable-Rate Loans(1)		14	%		21	%		52	%		53	%		46	%		36	%

(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.

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Loan Servicing

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

· collecting, aggregating and remitting mortgage loan payments;

· accounting for principal and interest;

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

· making inspections as required of the mortgaged properties;

· preparation of tax related information in connection with the mortgage loans;

· supervision of delinquent mortgage loans;

· loss mitigation efforts;

· foreclosure proceedings and, if applicable, the disposition of mortgaged properties; and

· generally administering the mortgage loans, for which it receives servicing fees.

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

Collection Procedures

When a mortgagor fails to make a payment on a mortgage loan, Countrywide Servicing attempts to cause the deficiency to be cured by corresponding with the mortgagor. In most cases, deficiencies are cured promptly. Pursuant to Countrywide Servicing’s servicing procedures, Countrywide Servicing generally mails to the mortgagor a notice of intent to foreclose after the loan becomes 61 days past due (three payments due but not received) and, 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 Countrywide Servicing, 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, Countrywide Servicing 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 Servicing. After foreclosure, Countrywide Servicing 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 mortgage loans may change over time in accordance with, among other things, Countrywide Servicing’s business judgment, changes in the servicing portfolio and applicable laws and regulations.

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Servicing Compensation and Payment of Expenses

The Expense Fees with respect to the mortgage pool are payable out of the interest payments on each mortgage loan. The Expense Fees will be 0.184% per annum of the Stated Principal Balance of each mortgage loan. The Expense Fees consist of:

· the master servicing fee payable to the master servicer in respect of its master servicing activities; and

· fees payable to the trustee in respect of its activities as trustee under the pooling and servicing agreement.

The master servicing fee will be 0.175% per annum (the “master servicing fee rate”) of the Stated Principal Balance of each mortgage loan. The master servicer is obligated to pay some but not all ongoing expenses associated with the issuing entity and incurred by the master servicer in connection with its responsibilities under the pooling and servicing agreement and those amounts will be paid by the master servicer out of the master servicing fee. The amount of the master servicing fee is subject to adjustment with respect to prepaid mortgage loans, as described under “— Adjustment to Servicing Compensation in Connection with Certain Prepaid Mortgage Loans.” The master servicer is also entitled to receive, as additional servicing compensation, amounts received in respect of interest paid on principal payments during that portion of a Prepayment Period from the Due Date in the same month as the Distribution Date to the end of the Prepayment Period (the “prepayment interest excess”), all late payment fees, assumption fees, prepayment charges and other similar charges and all reinvestment income earned on amounts on deposit in the Certificate Account and Distribution Account and Excess Proceeds with respect to the mortgage loans as described under “Description of the Certificates —Fees and Expenses.”

The net mortgage rate of a mortgage loan is its mortgage rate (net of the interest premium charged by the related lenders for the lender acquired mortgage insurance mortgage loans, if any) less the sum of the master servicing fee and the trustee fee on the mortgage loan (expressed as a per annum percentage of its Stated Principal Balance).

Adjustment to Servicing Compensation in Connection with Certain Prepaid Mortgage Loans

When a borrower prepays a mortgage loan between Due Dates, the borrower is required to pay interest on the amount prepaid only to the date of prepayment and not thereafter. Except with respect to the month of the cut-off date, principal prepayments by borrowers received by the master servicer from the first day through the fifteenth day of a calendar month will be distributed to certificateholders on the Distribution Date in the same month in which the prepayments on these mortgage loans are received and, accordingly, no shortfall in the amount of interest to be distributed to certificateholders with respect to the prepaid mortgage loans results. Conversely, principal prepayments by borrowers received by the master servicer from the sixteenth day (or, in the case of the first Distribution Date, from May 1, 2007) through the last day of a calendar month will be distributed to certificateholders on the Distribution Date in the month following the month of receipt and, accordingly, a shortfall in the amount of interest to be distributed to certificateholders with respect to the prepaid mortgage loans would result. Pursuant to the pooling and servicing agreement, the master servicing fee for any month will be reduced, but not by more than an amount equal to the product of one-twelfth of 0.125% and the aggregate Stated Principal Balance of the mortgage loans as of the first day of the prior month (“Compensating Interest”), by an amount sufficient to pass through to certificateholders the full amount of interest to which they would be entitled for each prepaid mortgage loan on the related Distribution Date.

If shortfalls in interest as a result of prepayments in any Prepayment Period exceed the Compensating Interest for the related Distribution Date, the amount of interest distributed to certificateholders will be reduced by the amount of the excess. See “Description of the Certificates - Interest” in this prospectus supplement.

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Advances

Subject to the following limitations, the master servicer will be required to advance before each Distribution Date, from its own funds or funds in the Certificate Account that do not constitute Available Funds for that Distribution Date, an amount equal to:

· the aggregate of payments of principal and interest on the mortgage loans (net of the master servicing fee) which were due on the related Due Date and which were delinquent on the related Determination Date; and

· an amount equivalent to interest (net of the master servicing fee rate) on each mortgage loan as to which the related mortgaged property has been acquired by the issuing entity through foreclosure or deed-in-lieu of foreclosure (net of any net income on the property).

The “Determination Date” is the 22^nd day of each month or, if that day is not a business day, the preceding business day; provided that the Determination Date in each month will be at least two business days before the related Distribution Date.

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 with respect to delinquent payments of principal of or interest on each mortgage loan to the extent that the advances are, in its reasonable judgment, 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, the advance will be included with the distribution to certificateholders on the related Distribution Date. Any failure by the master servicer to make a deposit in the Certificate Account as required under the pooling and servicing agreement, including any failure to make an advance, will constitute an event of default under the pooling and servicing agreement if the failure remains unremedied for five days after written notice of the event of default. If the master servicer is terminated as a result of the occurrence of an event of default, the trustee or the successor master servicer will be obligated to make any advance, 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 Countrywide Home Loans, in its corporate capacity, agrees to purchase that mortgage loan from the issuing entity. 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 100% of the Stated Principal Balance of that mortgage loan, plus accrued and unpaid interest on the mortgage loan up to the next Due Date at the applicable net mortgage rate, net of any unreimbursed advances of principal and interest on the mortgage loan made by the master servicer. 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 issuing entity 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.

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The Issuing Entity

In connection with the issuance of the certificates, the depositor has formed CHL Mortgage Pass-Through Trust 2007-8, a common law trust created under the laws of the State of New York, pursuant to the pooling and servicing agreement. CHL Mortgage Pass-Through Trust 2007-8 is referred to in this prospectus supplement as the “issuing entity” and is referred to in the prospectus as the “trust” or “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.

Because 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.”

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=01200704. 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 MBA Method.

We cannot assure you that the prepayment, loss or delinquency experience of the mortgage loans sold to the issuing entity will be comparable to the historical prepayment, loss or delinquency experience of any of the other securitized pools sponsored by the Countrywide Home Loans. In this regard, you should note how the characteristics of the mortgage loans in those securitized pools differ from the characteristics of the issuing entity’s mortgage loans. Such differences, along with the varying economic conditions to which those securitized pools were subject, may make it unlikely that the issuing entity’s mortgage loans will perform in the same way that any of those pools has performed.

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.

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The certificates represent obligations of the issuing entity only and do not represent an interest in or obligation of CWMBS, Inc., Countrywide Home Loans, Inc. (or any other seller), Countrywide Home Loans Servicing LP or any of their affiliates.

The Mortgage Pass-Through Certificates, Series 2007-8, will consist of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25, Class X, Class A-R, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. Only the Offered Certificates are being offered by this prospectus supplement.

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

Designation	Classes of Certificates
Senior Certificates	Class A and Class X Certificates
Subordinated Certificates	Class M and Class B Certificates
Notional Amount Certificates	Class 1-A-13, Class 1-A-20, Class 1-A-21 and Class X Certificates
LIBOR Certificates	Class 1-A-9 and Class 1-A-20 Certificates
Class A Certificates	Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25 and Class A-R Certificates
Class B Certificates	Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates
Offered Certificates	Class A, Class X, Class M, Class B-1 and Class B-2 Certificates

The certificates are generally referred to as the following types:

Class	Type
Class 1-A-1	Senior/Fixed Pass-Through Rate
Class 1-A-2	Senior/Fixed Pass-Through Rate/Super Senior
Class 1-A-3	Senior/Fixed Pass-Through Rate/Support
Class 1-A-4	Senior/Fixed Pass-Through Rate/NAS
Class 1-A-5	Senior/Fixed Pass-Through Rate/Accretion Directed/Planned Balance
Class 1-A-6	Senior/Fixed Pass-Through Rate/Accrual/Accretion Directed/Planned Balance
Class 1-A-7	Senior/Fixed Pass-Through Rate/Accrual/Planned Balance/Companion
Class 1-A-8	Senior/Fixed Pass-Through Rate/NAS/Super Senior
Class 1-A-9	Senior/Variable Pass-Through Rate/Accretion Directed/Targeted Balance
Class 1-A-10	Senior/Fixed Pass-Through Rate
Class 1-A-11	Senior/Fixed Pass-Through Rate
Class 1-A-12	Senior/Fixed Pass-Through Rate

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Class 1-A-13	Senior/Fixed Pass-Through Rate/Notional Amount/Interest Only
Class 1-A-14	Senior/Fixed Pass-Through Rate/Accrual/Super Senior
Class 1-A-15	Senior/Fixed Pass-Through Rate/Accrual/Support
Class 1-A-16	Senior/Fixed Pass-Through Rate/Accretion Directed
Class 1-A-17	Senior/Fixed Pass-Through Rate/Accrual/Accretion Directed/Targeted Balance
Class 1-A-18	Senior/Fixed Pass-Through Rate/Accrual/Companion
Class 1-A-19	Senior/Fixed Pass-Through Rate/Accretion Directed/Targeted Balance
Class 1-A-20	Senior/Variable Pass-Through Rate/Notional Amount/Interest Only
Class 1-A-21	Senior/Fixed Pass-Through Rate/Notional Amount/Interest Only
Class 1-A-22	Senior/Fixed Pass-Through Rate/Planned Balance/Super Senior
Class 1-A-23	Senior/Fixed Pass-Through Rate/Planned Balance/Support
Class 1-A-24	Senior/Fixed Pass-Through Rate/NAS
Class 1-A-25	Senior/Fixed Pass-Through Rate/NAS/Support
Class X	Senior/Variable Pass-Through Rate/Notional Amount/Interest Only
Class A-R	Senior/Fixed Pass-Through Rate/Residual
Subordinated Certificates	Subordinate/Fixed Pass-Through Rate

The Class B-3, Class B-4 and Class B-5 Certificates are not being offered by this prospectus supplement. Any information presented in this prospectus supplement with respect to the Class B-3, Class B-4 and Class B-5 Certificates is provided only to permit a better understanding of the offered certificates.

The senior certificates will have an initial aggregate class certificate balance of approximately $825,075,000, and will evidence in the aggregate an initial beneficial ownership interest of approximately 96.50% in the issuing entity. The subordinated certificates will each evidence the initial beneficial ownership interest in the issuing entity set forth below:

Class of Subordinated Certificates	Initial Beneficial Ownership Interest
Class M	2.05%
Class B-1	0.60%
Class B-2	0.35%
Class B-3	0.20%
Class B-4	0.10%
Class B-5	0.20%

Calculation of Class Certificate Balance

The “Class Certificate Balance” of any class of certificates (other than the notional amount certificates) as of any Distribution Date is the initial Class Certificate Balance of the class reduced by the sum of:

· all amounts previously distributed to holders of certificates of the class as payments of principal, and

· the amount of Realized Losses allocated to the class, and

in the case of the Class 1-A-6, Class 1-A-7, Class 1-A-14, Class 1-A-15, Class 1-A-17 and Class 1-A-18 Certificates, increased by

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· all interest accrued and added to their respective Class Certificate Balances prior to that Distribution Date;

provided, however, that the Class Certificate Balance of each class of certificates to which Realized Losses have been allocated will be increased sequentially in the order of distribution priority (from highest to lowest) by the amount of Subsequent Recoveries distributed as principal to any class of certificates, but not by more than the amount of Realized Losses previously allocated to reduce the Class Certificate Balance of that class of certificates. See “The Agreements - Realization Upon Defaulted Mortgage Loans - Application of Liquidation Proceeds” in the prospectus.

In addition, the Class Certificate Balance of the class of subordinated certificates then outstanding with the lowest distribution priority will be reduced if and to the extent that the aggregate of the Class Certificate Balances of all classes of certificates, following all distributions and the allocation of all Realized Losses on any Distribution Date, exceeds the aggregate Stated Principal Balance of the mortgage loans as of the Due Date occurring in the month of that Distribution Date (after giving effect to principal prepayments received in the related Prepayment Period).

Notional Amount Certificates

The Class 1-A-13, Class 1-A-20, Class 1-A-21 and Class X Certificates are notional amount certificates.

The notional amount for the interest accrual period for any Distribution Date and:

· the Class 1-A-13 Certificates will equal the product of (i) a fraction the numerator of which is 0.125 and the denominator of which is 0.500 and (ii) the Class Certificate Balance of the Class 1-A-12 Certificates immediately prior to such Distribution Date;

· the Class 1-A-20 Certificates will equal the Class Certificate Balance of the Class 1-A-9 Certificates immediately prior to such Distribution Date;

· the Class 1-A-21 Certificates will equal the product of (i) a fraction the numerator of which is 0.5625 and the denominator of which is 6.00 and (ii) Class Certificate Balance of the Class 1-A-5 Certificates immediately prior to such Distribution Date; and

· the Class X Certificates will equal the aggregate Stated Principal Balance of the mortgage loans as of the Due Date in the preceding calendar month (after giving effect to prepayments received in the Prepayment Period related to such prior Due Date).

Book-Entry Certificates; Denominations

The offered certificates (other than the Class A-R Certificates) will be book-entry certificates (the “Book-Entry Certificates”). The Class A-R Certificates will be issued as two certificates in fully registered certificated form in an aggregate denomination of $100. Persons acquiring beneficial ownership interests in the Book-Entry Certificates (“Certificate Owners”) will hold their Book-Entry Certificates through the Depository Trust Company (“DTC”) in the United States or the Euroclear System (“Euroclear”), in Europe, if they are participants of such systems, or indirectly through organizations which are participants in such systems. Each class of Book-Entry Certificates will be issued in one or more certificates that will equal the aggregate principal balance of the applicable Class of the Book-Entry Certificates and will initially be registered in the name of Cede & Co., the nominee of DTC. Euroclear will hold omnibus positions on behalf of their participants through customers’ securities accounts in Euroclear’s name on the book of its depositary which in turn will hold such positions in customers’ securities accounts in the depositaries’ names on the books of DTC. JPMorgan Chase will act as depositary for Euroclear (in such capacity the “Depositary”. Investors may hold the beneficial interests in the book entry certificates (other than the Class 1-A-1, Class 1-A-2, Class 1-A-5, Class 1-A-6, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-16, Class 1-A-17, Class 1-A-19 and Class 1-A-22 Certificates) in minimum denominations representing an original principal amount or notional amount of $25,000 and in integral multiples of $1 in excess thereof. Investors may hold the beneficial interests in the Class 1-A-6 Certificates in minimum denominations representing an original principal amount of $10,000 and in integral multiples of $1 in excess thereof. Investors may hold the beneficial interests in the Class 1-A-1, Class 1-A-2, Class 1-A-5, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-16, Class 1-A-17, Class 1-A-19 and Class 1-A-22 Certificates in minimum denominations representing an original principal amount of $1,000 and in integral multiples of $1 in excess thereof. Except as described below, no person acquiring a beneficial ownership in a Book-Entry Certificate (each, a “beneficial owner”) will be entitled to receive a physical certificate representing such person’s beneficial ownership interest in such Book-Entry Certificate (a “Definitive Certificate”). Unless and until Definitive Certificates are issued, it is anticipated that the only certificateholder of the Book-Entry Certificates will be Cede & Co., as nominee of DTC. Certificate Owners will not be certificateholders as that term is used in the pooling and servicing agreement. Certificate Owners are only permitted to exercise their rights indirectly through the participating organizations that utilize the services of DTC, including securities brokers and dealers, banks and trust companies and clearing corporations and certain other organizations (“Participants”) and DTC.

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The beneficial owner’s ownership of a Book-Entry Certificate will be recorded on the records of the brokerage firm, bank, thrift institution or other financial intermediary (each, a “Financial Intermediary”) that maintains the beneficial owner’s account for such purpose. In turn, the Financial Intermediary’s ownership of such Book-Entry Certificate will be recorded on the records of DTC (or of a participating firm that acts as agent for the Financial Intermediary, whose interest will in turn be recorded on the records of DTC, if the beneficial owner’s Financial Intermediary is not a DTC participant and on the records of Clearstream, Luxembourg or Euroclear, as appropriate).

Certificate Owners will receive all distributions of principal of, and interest on, the Offered Certificates from the trustee through DTC and DTC participants. While the Offered Certificates are outstanding (except under the circumstances described below), under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC is required to make book-entry transfers among Participants on whose behalf it acts with respect to the Offered Certificates and is required to receive and transmit distributions of principal of, and interest on, the Offered Certificates. Participants and organizations which have indirect access to the DTC system, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”), with whom Certificate Owners have accounts with respect to Offered Certificates are similarly required to make book-entry transfers and receive and transmit such distributions on behalf of their respective Certificate Owners. Accordingly, although Certificate Owners will not possess certificates, the Rules provide a mechanism by which Certificate Owners will receive distributions and will be able to transfer their interest.

Certificate Owners will not receive or be entitled to receive certificates representing their respective interests in the Offered Certificates, except under the limited circumstances described below. Unless and until Definitive Certificates are issued, Certificate Owners who are not Participants may transfer ownership of Offered Certificates only through Participants and Indirect Participants by instructing such Participants and Indirect Participants to transfer Book-Entry Certificates, by book-entry transfer, through DTC for the account of the purchasers of such Book-Entry Certificates, which account is maintained with their respective Participants. Under the Rules and in accordance with DTC’s normal procedures, transfers of ownership of Book-Entry Certificates will be executed through DTC and the accounts of the respective Participants at DTC will be debited and credited. Similarly, the Participants and Indirect Participants will make debits or credits, as the case may be, on their records on behalf of the selling and purchasing Certificate Owners.

Because of time zone differences, credits of securities received Euroclear as a result of a transaction with a Participant will be made during, subsequent securities settlement processing and dated the business day following, the DTC settlement date. Such credits or any transactions in such securities, settled during such processing will be reported to the relevant Euroclear Participants on such business day. Cash received in Euroclear, as a result of sales of securities by or through a Euroclear Participant to a DTC Participant, will be received with value on the DTC settlement date but will be available in the Euroclear cash account only as of the business day following settlement in DTC. For information with respect to tax documentation procedures, relating to the Offered Certificates, see “Material Federal Income Tax Consequences — Tax Treatment of Foreign Investors” in the prospectus and “Global, Clearance, Settlement And Tax Documentation Procedures — Certain U.S. Federal Income Tax Documentation Requirements” in Annex I hereto.

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Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of Euroclear by its Depositary; however, such cross market transactions will require delivery of instructions to Euroclear by the counterpart in such system in accordance with its rules and procedures and within its established deadlines (European time). Euroclear will, if the transaction meets its settlement requirements, deliver instructions to its Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same day funds settlement applicable to DTC. Euroclear Participants may not deliver instructions directly to its Depositaries.

DTC, which is a New York-chartered limited purpose trust company, performs services for its participants, some of which (and/or their representatives) own DTC. In accordance with its normal procedures, DTC is expected to record the positions held by each DTC participant in the Book-Entry Certificates, whether held for its own account or as a nominee for another person. In general, beneficial ownership of Book-Entry Certificates will be subject to the rules, regulations and procedures governing DTC and DTC participants as in effect from time to time.

Euroclear was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of 32 currencies, including United States dollars. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear is operated by the Brussels, Belgium office of the Euroclear Operator, under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Euroclear Operator has a banking license from the Belgian Banking and Finance Commission. This license authorizes the Euroclear Operator to carry out banking activities on a global basis.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

Distributions on the Book-Entry Certificates will be made on each Distribution Date by the trustee to DTC. DTC will be responsible for crediting the amount of such payments to the accounts of the applicable DTC participants in accordance with DTC’s normal procedures. Each DTC participant will be responsible for disbursing such payments to the beneficial owners of the Book-Entry Certificates that it represents and to each Financial Intermediary for which it acts as agent. Each such Financial Intermediary will be responsible for disbursing funds to the beneficial owners of the Book-Entry Certificates that it represents.

Under a book-entry format, beneficial owners of the Book-Entry Certificates may experience some delay in their receipt of payments, since such payments will be forwarded by the trustee to Cede & Co. Distributions with respect to Offered Certificates held through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the relevant system’s rules and procedures, to the extent received by its Depositary. Such distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. See “Material Federal Income Tax Consequences — Tax Treatment of Foreign Investors” in the prospectus. Because DTC can only act on behalf of Financial Intermediaries, the ability of a beneficial owner to pledge Book-Entry Certificates to persons or entities that do not participate in the depository system, or otherwise take actions in respect of such Book-Entry Certificates, may be limited due to the lack of physical certificates for such Book-Entry Certificates. In addition, issuance of the Book-Entry Certificates in book-entry form may reduce the liquidity of such Certificates in the secondary market since certain potential investors may be unwilling to purchase certificates for which they cannot obtain physical certificates.

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Unless and until definitive certificates are issued, it is anticipated that the only certificateholder of the book-entry certificates will be CEDE, as nominee of the depository. Beneficial owners of the book-entry certificates will not be certificateholders, as that term is used in the pooling and servicing agreement. Beneficial owners are only permitted to exercise the rights of certificateholders indirectly through financial intermediaries and the depository. Monthly and annual reports on the issuing entity provided to CEDE, as nominee of the depository, may be made available to beneficial owners upon request, in accordance with the rules, regulations and procedures creating and affecting the depository, and to the financial intermediaries to whose depository accounts the book-entry certificates of the beneficial owners are credited.

DTC has advised the depositor and the trustee that, unless and until Definitive Certificates are issued, DTC will take any action permitted to be taken by the holders of the Book-Entry Certificates under the pooling and servicing agreement only at the direction of one or more Financial Intermediaries to whose DTC accounts the Book-Entry Certificates are credited, to the extent that such actions are taken on behalf of Financial Intermediaries whose holdings include such Book-Entry Certificates. The Euroclear Operator, as the case may be, will take any other action permitted to be taken by a holder of a Book-Entry Certificate under the pooling and servicing agreement on behalf of a Euroclear Participant only in accordance with its relevant rules and procedures and subject to the ability of the Relevant Depositary to effect such actions on its behalf through DTC. DTC may take actions, at the direction of the related Participants, with respect to some Book-Entry Certificates which conflict with actions taken with respect to other Book-Entry Certificates.

Definitive Certificates will be issued to beneficial owners of the Book-Entry Certificates, or their nominees, rather than to DTC, only if (a) DTC or the depositor advises the trustee in writing that DTC is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the Book-Entry Certificates and the depositor or the trustee is unable to locate a qualified successor, (b) the beneficial owners having not less than 51% of the voting rights (as defined in the pooling and servicing agreement) of a class at their sole option and expense, elect to remove their Book-Entry Certificates from DTC or (c) after the occurrence of an event of default (as defined in the pooling and servicing agreement), beneficial owners having not less than 51% of the voting rights evidenced by the Offered Certificates advise the trustee and DTC through the Financial Intermediaries and the DTC participants in writing that the continuation of a book-entry system through DTC (or a successor thereto) is no longer in the best interests of beneficial owners of such class.

Upon the occurrence of any of the events described in the immediately preceding paragraph, the trustee will be required to notify all beneficial owners of the occurrence of such event and the availability through DTC of Definitive Certificates. Upon surrender by DTC of the global certificate or certificates representing the Book-Entry Certificates and instructions for re-registration, the trustee will issue Definitive Certificates, and thereafter the trustee will recognize the holders of such Definitive Certificates as holders of the related Offered Certificates under the pooling and servicing agreement.

For a description of the procedures generally applicable to the book-entry certificates, see “Description of the Securities — Book-Entry Registration of Securities” in the prospectus.

Although The Depository Trust Company has agreed to the foregoing procedures in order to facilitate transfers of certificates among participants of The Depository Trust Company, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

Determination of LIBOR

The LIBOR Certificates will bear interest during their initial interest accrual period at the applicable initial pass-through rates set forth in the table under “— Interest” below, and during each interest accrual period thereafter at the applicable rate determined as described in the table under “— Interest” below.

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LIBOR applicable to an interest accrual period for the LIBOR Certificates will be determined on the second business day prior to the commencement of that interest accrual period (a “LIBOR Determination Date”). On each LIBOR Determination Date, the trustee, as Calculation Agent, will establish LIBOR for the related interest accrual period on the basis of the rate for one-month deposits in U.S. dollars quoted on the Bloomberg Terminal for that LIBOR Determination Date.

If on any LIBOR Determination Date, the calculation agent is unable to calculate LIBOR in accordance with the method set forth in the immediately preceding paragraph, LIBOR for the next interest accrual period shall be calculated in accordance with the method described in the prospectus under “Description of the Securities — Indices Applicable to Floating Rate and Inverse Floating Rate Classes — BBA Method.”

If on the initial LIBOR Determination Date, the calculation agent is required but unable to determine LIBOR in the manner provided in this prospectus supplement, LIBOR for the next interest accrual period will be 5.32%.

Payments on Mortgage Loans; Accounts

Certificate Account. On or before the closing date, the master servicer will establish an account (the “Certificate Account”), which will be maintained in trust for the benefit of the certificateholders. The Certificate Account will be established by the master servicer initially at Countrywide Bank, FSB, which is an affiliate of the depositor, the sellers and the master servicer. The master servicer will deposit or cause to be deposited in the Certificate Account, within two business days after receipt (or, on a daily basis, if the long term credit rating of Countrywide Home Loans has been reduced below the rating specified in the pooling and servicing agreement) the following payments and collections remitted by subservicers or received by it in respect of mortgage loans subsequent to the cut-off date (other than in respect of principal and interest due on the mortgage loans on or before the cut-off date) and the following amounts required to be deposited under the pooling and servicing agreement:

· all payments on account of principal on the mortgage loans, including principal prepayments;

· all payments on account of interest on the mortgage loans, net of the related master servicing fee (as adjusted by Compensating Interest payments), any lender paid mortgage insurance premiums and any prepayment interest excess;

· all insurance proceeds, Subsequent Recoveries and liquidation proceeds, other than proceeds to be applied to the restoration or repair of a mortgaged property or released to the mortgagor in accordance with the master servicer’s normal servicing procedures;

· any amount required to be deposited by the master servicer pursuant to the pooling and servicing agreement in connection with any losses on permitted investments for which it is responsible;

· any amounts received by the master servicer with respect to primary mortgage insurance and in respect of net monthly income from REO Property;

· all substitution adjustment amounts; and

· all advances made by the master servicer.

Prior to their deposit into the Certificate Account, payments and collections on the mortgage loans will be commingled with payments and collections on other mortgage loans and other funds of the master servicer. For a discussion of the risks that arise from the commingling of payments and collections, see “Risk Factors — Bankruptcy Or Insolvency May Affect The Timing And Amount Of Distributions On The Securities” in the prospectus.

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The master servicer may from time to time make withdrawals from the Certificate Account for the following purposes:

· to pay to the master servicer the master servicing fee and the additional servicing compensation (to the extent not previously retained by the master servicer) described above under “Servicing of Mortgage Loans—Servicing Compensation and Payment of Expenses”;

· to reimburse each of the master servicer and the trustee for unreimbursed advances made by it, which right of reimbursement pursuant to this subclause being limited to amounts received on the mortgage loan(s) in respect of which any such advance was made;

· to reimburse each of the master servicer and the trustee for any nonrecoverable advance previously made by it (and prior to the reimbursement, the master servicer will deliver to the trustee an officer’s certificate indicating the amount of the nonrecoverable advance and identifying the related mortgage loan(s), and their respective portions of the nonrecoverable advance);

· to reimburse the master servicer for insured expenses from the related insurance proceeds;

· to reimburse the master servicer for (a) any unreimbursed customary, reasonable and necessary “out of pocket” costs and expenses incurred in the performance by the master servicer of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a mortgaged property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any REO Property and (iv) maintaining any required insurance policies (collectively, “Servicing Advances”), which right of reimbursement pursuant to this clause is limited to amounts received representing late recoveries of the payments of these costs and expenses (or liquidation proceeds or Subsequent Recoveries, purchase proceeds or repurchase proceeds with respect thereto);

· to pay to the purchaser, with respect to each mortgage loan or property acquired in respect thereof that it has purchased as required under the pooling and servicing agreement, all amounts received on such mortgage loan after the date of such purchase;

· to reimburse the sellers and the master servicer for expenses incurred by any of them and reimbursable pursuant to the pooling and servicing agreement;

· to withdraw any amount deposited in the Certificate Account and not required to be deposited in the Certificate Account;

· to withdraw an amount equal to the sum of (a) the Available Funds and (b) the trustee fee for such Distribution Date and remit such amount to the trustee for deposit in the Distribution Account; and

· to clear and terminate the Certificate Account upon termination of the pooling and servicing agreement.

The master servicer is required to maintain separate accounting, on a mortgage loan by mortgage loan basis, for the purpose of justifying any withdrawal from the Certificate Account described in the first six bullet points above.

Distribution Account. On or before the business day immediately preceding each Distribution Date, the master servicer will withdraw from the Certificate Account the amount of Available Funds and the trustee fee and will deposit those amounts in an account established and maintained with the trustee on behalf of the certificateholders (the “Distribution Account”). Upon termination of the Funding Period, the trustee will deposit into the Distribution Account any amounts remaining in the Pre-funding Account, other than the investment earnings, for distribution to the certificateholders. The trustee will, promptly upon receipt, deposit in the Distribution Account and retain therein:

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· the aggregate amount remitted by the master servicer to the trustee; and

· any amount required to be deposited by the master servicer in connection with any losses on investment of funds in the Distribution Account.

The trustee will withdraw funds from the Distribution Account for distribution to the certificateholders as described below under “— Priority of Distributions Among Certificates” and may from time to time make withdrawals from the Distribution Account:

· to pay the trustee fee to the trustee;

· to pay to the master servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Distribution Account;

· to withdraw any amount deposited in the Distribution Account and not required to be deposited therein (which withdrawal may be at the direction of the master servicer through delivery of a written notice to the trustee describing the amounts deposited in error); and

· to clear and terminate the Distribution Account upon the termination of the pooling and servicing agreement.

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

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

Investments of Amounts Held in Accounts

The Certificate Account, the Distribution Account, the Pre-funding Account and the Capitalized Interest Account. All funds in the Certificate Account, the Distribution Account, the Pre-funding Account and the Capitalized Interest Account will be invested in permitted investments at the direction, and for the benefit and risk, of the master servicer. In the case of:

· the Certificate Account and the Distribution Account, all income and gain net of any losses realized from the investment will be for the benefit of the Master Servicer as additional servicing compensation and will be remitted to it monthly as described herein;

· the Pre-funding Account, all income and gain net of any losses realized from the investment will be for the benefit of the depositor and will be remitted to the depositor as described herein; and

· the Capitalized Interest Account, any amounts remaining after making distributions of interest on the first Distribution Date following the end of the Funding Period will be paid to the depositor and will not thereafter be available for distribution to certificateholders.

The amount of any losses incurred in the Certificate Account or the Distribution Account in respect of the investments will be deposited by the master servicer in the Certificate Account or paid to the trustee for deposit into the Distribution Account out of the master servicer’s own funds immediately as realized. The amount of any losses incurred in the Pre-funding Account or the Capitalized Interest Account in respect of the investments will be deposited by the Depositor into the Pre-funding Account or Capitalized Interest Account, as applicable out of the depositor’s own funds immediately as realized. The trustee will not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Certificate Account, the Distribution Account, the Pre-funding Account or the Capitalized Interest Account and made in accordance with the pooling and servicing agreement.

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The Reserve Fund. Funds in the Reserve Fund will be invested in The Bank of New York cash reserves. Any net investment earnings will be retained in the Reserve Fund until withdrawn upon the earlier of the Distribution Date in May 2008 and the termination of the pooling and servicing agreement. Any losses incurred in the Reserve Fund in respect of the investment will be charged against amounts on deposit in the Reserve Fund (or the investments) immediately as realized. The trustee will not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Reserve Fund and made in accordance with the pooling and servicing agreement.

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Fees and Expenses

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

Type / Recipient (1)	Amount	General Purpose	Source (2)	Frequency
Fees
Master Servicing Fee / Master Servicer	One-twelfth of the Stated Principal Balance of each mortgage loan multiplied by the master servicing fee rate (3)	Compensation	Amounts on deposit in the Certificate Account representing payments of interest and application of liquidation proceeds with respect to that mortgage loan	Monthly
	·Prepayment Interest Excess	Compensation	Interest paid by obligors with respect to certain prepayments in full of the mortgage loans	Monthly
	·All late payment fees, assumption fees and other similar charges including prepayment charges	Compensation	Payments made by obligors with respect to the mortgage loans	Time to time
	·All investment income earned on amounts on deposit in the Certificate Account and Distribution Account.	Compensation	Investment income related to the Certificate Account and the Distribution Account	Monthly
	·Excess Proceeds (4)	Compensation	Liquidation proceeds and Subsequent Recoveries	Time to time
Trustee Fee (the “Trustee Fee”) / Trustee	One-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal Balance of the outstanding mortgage loans. (5)	Compensation	Amounts on deposit in the Certificate Account or the Distribution Account	Monthly
Expenses
Insured expenses / Master Servicer	Expenses incurred by the master servicer	Reimbursement of Expenses	To the extent the expenses are covered by an insurance policy with respect to the mortgage loan	Time to time
Servicing Advances / Master Servicer	To the extent of funds available, the amount of any Servicing Advances.	Reimbursement of Expenses	With respect to each mortgage loan, late recoveries of the payments of the costs and expenses, liquidation proceeds, Subsequent Recoveries, purchase proceeds or repurchase proceeds for that mortgage loan (6)	Time to time
Indemnification expenses / the sellers, the master servicer and the depositor	Amounts for which the sellers, the master servicer and depositor are entitled to indemnification (7)	Indemnification	Amounts on deposit on the Certificate Account.	Monthly

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(1) If the trustee succeeds to the position of master servicer, it will be entitled to receive the same fees and expenses of the master servicer described in this prospectus supplement. Any increase in the fees and expenses described in this prospectus supplement would require an amendment to the pooling and servicing agreement. See “The Agreements— Amendment” in the prospectus.

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

(3) The master servicing fee rate for each mortgage loan will equal 0.175% per annum. The amount of the monthly servicing fee is subject to adjustment with respect to mortgage loans that are prepaid in full, as described in this prospectus supplement under “Servicing of Mortgage Loans — Adjustment to Servicing Fee in Connection with Certain Prepaid Mortgage Loans.”

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

(5) The “Trustee Fee Rate” is equal to 0.009% per annum.

(6) Reimbursement of Servicing Advances for a mortgage loan is limited to the late recoveries of the payments of the costs and expenses, liquidation proceeds, Subsequent Recoveries, purchase proceeds or repurchase proceeds for that mortgage loan.

(7) Each of the sellers, the master servicer, and the depositor are entitled to indemnification of certain expenses as described in this prospectus supplement under “— Certain Matters Regarding the Master Servicer, the Depositor and the Sellers.”

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Distributions

Distributions on the certificates will be made by the trustee on the 25th day of each month or, if that day is not a business day, on the first business day thereafter, commencing in June 2007 (each, a “Distribution Date”), to the persons in whose names the certificates are registered at the close of business on the Record Date. The “Record Date” for any Distribution Date will be the last business day of the calendar month immediately prior to the month in which that Distribution Date occurs.

Distributions on each Distribution Date will be made by check mailed to the address of the person entitled to it as it appears on the applicable certificate register or, in the case of a certificateholder who holds 100% of a class of certificates or who holds certificates with an aggregate initial certificate balance of $1,000,000 or more or who holds a notional amount certificate and who has so notified the trustee in writing in accordance with the pooling and servicing agreement, by wire transfer in immediately available funds to the account of the certificateholder at a bank or other depository institution having appropriate wire transfer facilities; provided, however, that the final distribution in retirement of the certificates will be made only upon presentment and surrender of the certificates at the corporate trust office of the trustee.

Priority of Distributions Among Certificates

As more fully described in this prospectus supplement, distributions will be made on each Distribution Date from Available Funds in the following order:

· to interest on each interest-bearing class of senior certificates, pro rata, based on their respective interest entitlements;

· to principal of the classes of senior certificates then entitled to receive distributions of principal, in the order and subject to the priorities set forth under “Description of the Certificates — Principal” in this prospectus supplement in each case in an aggregate amount up to the maximum amount of principal to be distributed on the classes on the Distribution Date;

· to interest on and then principal of each class of subordinated certificates, in the order of their numerical class designations, beginning with the Class M Certificates, in each case subject to the limitations set forth under “Description of the Certificates — Interest” and “— Principal” in this prospectus supplement; and

· any remaining available amounts, to the Class A-R Certificates.

“Available Funds” for any Distribution Date will equal the sum of:

· all scheduled installments of interest (net of the related Expense Fees and premiums in respect of lender paid primary mortgage insurance on a mortgage loan) and principal due on the Due Date in the month in which the Distribution Date occurs and received before the related Determination Date, together with any advances with respect to them;

· all proceeds of any primary mortgage guaranty insurance policies and any other insurance policies with respect to the mortgage loans, to the extent the proceeds are not applied to the restoration of the related mortgaged property or released to the mortgagor in accordance with the master servicer’s normal servicing procedures and all other cash amounts received and retained in connection with (a) the liquidation of defaulted mortgage loans, by foreclosure or otherwise during the calendar month preceding the month of the Distribution Date (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and unreimbursed advances, if any) and (b) any Subsequent Recoveries;

· all partial or full prepayments received during the related Prepayment Period, together with all interest paid in connection with those payments, other than certain excess amounts and Compensating Interest;

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· amounts received with respect to the Distribution Date as the Substitution Adjustment Amount or purchase price in respect of a deleted mortgage loan or a mortgage loan repurchased by the related seller or the master servicer as of the Distribution Date; and

· for each Distribution Date during, and the Distribution Date immediately after the Funding Period, any amounts required pursuant to the pooling and servicing agreement to be deposited from the Capitalized Interest Account, and for the first Distribution Date following the Funding Period, any amounts remaining in the Pre-funding Account after the end of the Funding Period (net of any investment income thereon), reduced by amounts in reimbursement for advances previously made and other amounts as to which the master servicer is entitled to be reimbursed from the Certificate Account pursuant to the pooling and servicing agreement.

Interest

Pass-Through Rates. The classes of offered certificates will have their respective pass-through rates set forth on the cover page hereof or as described below.

LIBOR Certificates.

The pass-through rate for the Class 1-A-9 Certificates for the interest accrual period related to any Distribution Date (x) on or prior to the Distribution Date in May 2008 will be LIBOR + 4.00%, subject to a Maximum Pass-Through Rate of 6.00% and a Minimum Pass-Through Rate of 4.00%, and (y) on any Distribution Date after May 2008 will be 6.00%.

The pass-through rate for the Class 1-A-20 Certificates for the interest accrual period related to any Distribution Date (x) on or prior to the Distribution Date in May 2008 will be 2.00% - LIBOR, subject to a Maximum Pass-Through Rate of 2.00% and a Minimum Pass-Through Rate of 0.00%, and (y) on any Distribution Date after May 2008 will be 0.00%.

Class X Certificates

The pass-through rate of the Class X Certificates for the interest accrual period for any Distribution Date will be equal to the excess of (a) the weighted average of the net mortgage rates of the mortgage loans, weighted on the basis of the Stated Principal Balance thereof as of the Due Date in the preceding calendar month (after giving effect to prepayments received in the Prepayment Period related to such prior Due Date), over (b) 6.00%. The pass-through rate for the Class X Certificates for the interest accrual period for the first Distribution Date is expected to be approximately 0.2751% per annum.

Interest Entitlement. With respect to each Distribution Date for all of the interest-bearing certificates, the interest accrual period will be the calendar month preceding the month of the Distribution Date. Interest will be calculated and payable on the basis of a 360-day year divided into twelve 30-day months.

On each Distribution Date, to the extent of funds available therefor, each interest-bearing class of certificates will be entitled to receive or accrete an amount allocable to interest for the related interest accrual period. This “interest entitlement” for any interest-bearing class will be equal to the sum of:

· interest at the applicable pass-through rate on the related Class Certificate Balance or notional amount, as the case may be, immediately prior to that Distribution Date; and

· the sum of the amounts, if any, by which the amount described in the immediately preceding bullet point on each prior Distribution Date exceeded the amount actually distributed or accreted as interest on the prior Distribution Dates and not subsequently distributed or accreted (which are called unpaid interest amounts).

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The Class 1-A-6, Class 1-A-7, Class 1-A-14, Class 1-A-15, Class 1-A-17 and Class 1-A-18 Certificates are accrual certificates. Interest will accrue on the accrual certificates during each interest accrual period at a per annum rate of 6.00%. However, these amounts will not be distributed as interest to the accrual certificates until the accrual termination date, which is the earlier of:

· the date on which the Class Certificate Balance of each class of subordinated certificates is reduced to zero; and

· in the case of the Class 1-A-6 Certificates, the Distribution Date on which the Class Certificate Balance of the Class 1-A-5 Certificates are reduced to zero,

· in the case of the Class 1-A-7 Certificates, the Distribution Date on which the aggregate Class Certificate Balance of the Class 1-A-5 and Class 1-A-6 Certificates is reduced to zero,

· in the case of the Class 1-A-14 and Class 1-A-15 Certificates, the Distribution Date on which the Class Certificate Balance of the Class 1-A-16 Certificates is reduced to zero,

· in the case of the Class 1-A-17 Certificates, the Distribution Date on which the aggregate Class Certificate Balance of the Class 1-A-9 and Class 1-A-19 Certificates is reduced to zero, or

· in the case of the Class 1-A-18 Certificates, the Distribution Date on which the aggregate Class Certificate Balance of the Class 1-A-9, Class 1-A-17 and Class 1-A-19 Certificates is reduced to zero.

This accrued and unpaid interest will be added to the Class Certificate Balance of the applicable class of accrual certificates on the related Distribution Date.

For each Distribution Date, on or prior to the Distribution Date in May 2008, in addition to the interest entitlement described above, the Class 1-A-9 Certificates will be entitled to receive the yield supplement amount. See “—The Reserve Fund” in this prospectus supplement.

Allocation of Net Interest Shortfalls

The interest entitlement described above for each class of certificates for any Distribution Date will be reduced by the amount of “Net Interest Shortfalls” for the Distribution Date. With respect to any Distribution Date, the “Net Interest Shortfall” is equal to the sum of:

· any net prepayment interest shortfalls for the Distribution Date, and

· the amount of interest that would otherwise have been received with respect to any mortgage loan that was the subject of a Relief Act Reduction or a Debt Service Reduction.

With respect to any Distribution Date, a “net prepayment interest shortfall” is the amount by which the aggregate of prepayment interest shortfalls experienced by the mortgage loans exceeds the Compensating Interest for that Distribution Date.

A “prepayment interest shortfall” is the amount by which interest paid by a borrower in connection with a prepayment of principal on a mortgage loan during the portion of the related Prepayment Period occurring in the calendar month preceding the month of the Distribution Date is less than one month’s interest at the related mortgage rate less the master servicing fee rate on the Stated Principal Balance of the Mortgage Loan.

A “Relief Act Reduction” is a reduction in the amount of the monthly interest payment on a mortgage loan pursuant to the Servicemembers Civil Relief Act or similar state laws. See “The Agreements — Certain Legal Aspects of the Loans — Servicemembers Civil Relief Act” in the prospectus.

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A “Debt Service Reduction” is the modification of the terms of a mortgage loan in the course of a borrower’s bankruptcy proceeding, allowing for the reduction of the amount of the monthly payment on the related mortgage loan.

Net Interest Shortfalls on any Distribution Date will be allocated pro rata among all classes of senior and subordinated certificates entitled to receive distributions of interest on such Distribution Date, based on the amount of interest each such class of certificates would otherwise be entitled to receive or accrete on such Distribution Date, in each case before taking into account any reduction in such amounts from Net Interest Shortfalls.

If on a particular Distribution Date, Available Funds in the Certificate Account applied in the order described above under “— Priority of Distributions Among Certificates” are not sufficient to make a full distribution or accretion of the interest entitlement on the certificates, interest will be distributed or accreted on each class of certificates of equal priority based on the amount of interest it would otherwise have been entitled to receive or accrete in the absence of the shortfall. Any unpaid interest amount will be carried forward and added to the amount holders of each class of certificates will be entitled to receive or accrete on the next Distribution Date. A shortfall could occur, for example, if losses realized on the mortgage loans were exceptionally high or were concentrated in a particular month. Any unpaid interest amount so carried forward will not bear interest.

The Reserve Fund

The pooling and servicing agreement will require the trustee to establish an account (the “Reserve Fund”), which will be held in trust in the supplemental interest trust, on behalf of the holders of the Class 1-A-9 Certificates. On the closing date, the depositor will cause $548,310 to be deposited in the Reserve Fund. No additional amounts will be deposited in the Reserve Fund. The Reserve Fund will not be an asset of any REMIC or the issuing entity.

On each Distribution Date, amounts on deposit in the Reserve Fund will be distributed to the Class 1-A-9 Certificates to the extent necessary to pay Yield Supplement Amounts.

For any Distribution Date on or prior to the Distribution Date in May 2008, the “Yield Supplement Amount” will equal interest for the related interest accrual period on the Class Certificate Balance of the Class 1-A-9 Certificates immediately prior to such Distribution Date at a rate equal to the excess, if any, of (i) the lesser of LIBOR and 3.50% over (ii) 2.00%.

Principal

General. All payments and other amounts received in respect of principal of the mortgage loans will be allocated as described under “— Priority of Distributions Among the Certificates.”

Principal Amount. On each Distribution Date, the Principal Amount will be distributed as principal of the senior certificates (other than the notional amount certificates) in an amount up to the Senior Principal Distribution Amount and as principal of the subordinated certificates, in an amount up to the Subordinated Principal Distribution Amount.

The “Principal Amount” for any Distribution Date will equal the sum of:

(i) the sum of,

(a) all monthly payments of principal due on each mortgage loan on the related Due Date,

(b) the principal portion of the purchase price of each mortgage loan that was repurchased by the related seller or another person pursuant to the pooling and servicing agreement as of the Distribution Date,

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(c) the Substitution Adjustment Amount in connection with any deleted mortgage loan received with respect to the Distribution Date,

(d) any insurance proceeds or liquidation proceeds allocable to recoveries of principal of mortgage loans that are not yet Liquidated Mortgage Loans received during the calendar month preceding the month of the Distribution Date,

(e) with respect to each mortgage loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of the Distribution Date, the amount of the liquidation proceeds allocable to principal received with respect to the mortgage loan, and

(f) all partial and full principal prepayments by borrowers received during the related Prepayment Period,

(ii) any Subsequent Recoveries received during the calendar month preceding the month of the Distribution Date, and

(iii) on the first Distribution Date after the Funding Period, any amounts remaining in the Pre-funding Account.

Accrual Amounts.

Class 1-A-6 Accrual Amount. On each Distribution Date up to and including the related Accrual Termination Date, the amount of accrued interest on the Class 1-A-6 Certificates added to its Class Certificate Balance (this is sometimes referred to as the “Class 1-A-6 Accrual Amount”) will be distributed as principal in the following order:

(1) to the Class 1-A-5 Certificates, until its Class Certificate Balance is reduced to zero; and

(2) to the Class 1-A-6 Certificates, until its Class Certificate Balance is reduced to zero.

Class 1-A-7 Accrual Amount. On each Distribution Date up to and including the related Accrual Termination Date, the amount of accrued interest on the Class 1-A-7 Certificates added to its Class Certificate Balance (this is sometimes referred to as the “Class 1-A-7 Accrual Amount”) will be distributed as principal in the following order:

(1) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate Class Certificate Balance to their Aggregate Planned Balance for that Distribution Date, until their respective Class Certificate Balances are reduced to zero; and

(2) to the Class 1-A-7 Certificates, until its Class Certificate Balance is reduced to zero.

Class 1-A-14 and Class 1-A-15 Accrual Amount. On each Distribution Date up to and including the related Accrual Termination Date, the amount of accrued interest on the Class 1-A-14 and Class 1-A-15 Certificates added to their respective Class Certificate Balances (this is sometimes referred to as the “Class 1-A-14 and Class 1-A-15 Accrual Amount”) will be distributed as principal in the following order:

(1) to the Class 1-A-16 Certificates, until its Class Certificate Balance is reduced to zero; and

(2) concurrently, to the Class 1-A-14 and Class 1-A-15 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero.

Class 1-A-17 Accrual Amount. On each Distribution Date up to and including the related Accrual Termination Date, the amount of accrued interest on the Class 1-A-17 Certificates added to its Class Certificate Balance (this is sometimes referred to as the “Class 1-A-17 Accrual Amount”) will be distributed as principal in the following order:

(1) sequentially, to the Class 1-A-19 and Class 1-A-9 Certificates, in that order, until their respective Class Certificate Balances are reduced to zero; and

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(2) to the Class 1-A-17 Certificates, until its Class Certificate Balance is reduced to zero.

Class 1-A-18 Accrual Amount. On each Distribution Date up to and including the related Accrual Termination Date, the amount of accrued interest on the Class 1-A-18 Certificates added to its Class Certificate Balance (this is sometimes referred to as the “Class 1-A-18 Accrual Amount”) will be distributed as principal in the following order:

(1) sequentially, to the Class 1-A-19, Class 1-A-9 and Class 1-A-17 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate Class Certificate Balance to their Aggregate Targeted Balance for that Distribution Date, until their respective Class Certificate Balances are reduced to zero; and

(2) to the Class 1-A-18 Certificates, until its Class Certificate Balance is reduced to zero.

Senior Principal Distribution Amount. On each Distribution Date, after distributions of the accrual amounts, the Principal Amount, up to the amount of the Senior Principal Distribution Amount for the Distribution Date, will be distributed as principal of the following classes of senior certificates in the following order:

1.to the Class A-R Certificates, until its Class Certificate Balance is reduced to zero; and

2.concurrently:

a. 33.9363129335% to the Class 1-A-1 Certificates, until its Class Certificate Balance is reduced to zero; and

b.  66.0636870665% in the following order:

(i) concurrently, to the Class 1-A-4 and Class 1-A-24 Certificates, pro rata, Priority Amount A, until their respective Class Certificate Balances are reduced to zero;

(ii) concurrently,

(I) 33.2881179856% in the following order:

(A) concurrently, to the Class 1-A-2, Class 1-A-3, Class 1-A-10 and Class 1-A-12 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero;

(B) to the Class 1-A-16 Certificates, until its Class Certificate Balance is reduced to zero; and

(C) concurrently, to the Class 1-A-14 and Class 1-A-15 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero;

(II) 14.4475564022% in the following order:

(A) sequentially, to the Class 1-A-11 and Class 1-A-16 Certificates, in that order, until their respective Class Certificate Balances are reduced to zero; and

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(B) concurrently, to the Class 1-A-14 and Class 1-A-15 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero;

(III) 52.2643256121% in the following order:

(A) concurrently, to the Class 1-A-8 and Class 1-A-25 Certificates, pro rata, Priority Amount B, until their respective Class Certificate Balances are reduced to zero;

(B) in an amount up to the amount necessary to reduce the aggregate Class Certificate Balance of the Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-22 and Class 1-A-23 Certificates to their Aggregate Planned Balance for that Distribution Date in the following order:

(1) concurrently, to the Class 1-A-22 and Class 1-A-23 Certificates, pro rata, in an amount up to the amount necessary to reduce their aggregate Class Certificate Balance to their Aggregate Planned Balance for that Distribution Date;

(2) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate Class Certificate Balance to their Aggregate Planned Balance for that Distribution Date, until their respective Class Certificate Balances are reduced to zero;

(3) to the Class 1-A-7 Certificates, until its Class Certificate Balance is reduced to zero;

(4) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, without regard to their Aggregate Planned Balance for that Distribution Date, until their respective Class Certificate Balances are reduced to zero; and

(5) concurrently, to the Class 1-A-22 and Class 1-A-23 Certificates, pro rata, without regard to their Aggregate Planned Balance for that Distribution Date, until their respective Class Certificate Balances are reduced to zero;

(C) sequentially, to the Class 1-A-19, Class 1-A-9 and Class 1-A-17 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate Class Certificate Balance to their Aggregate Targeted Balance for that Distribution Date, until their respective Class Certificate Balances are reduced to zero;

(D) to the Class 1-A-18 Certificates, until its Class Certificate Balance is reduced to zero;

(E) sequentially, to the Class 1-A-19, Class 1-A-9 and Class 1-A-17 Certificates, in that order, without regard to their Aggregate Targeted Balance for that Distribution Date, until their respective Class Certificate Balances are reduced to zero;

(F) concurrently, to the Class 1-A-22 and Class 1-A-23 Certificates, pro rata, in an amount up to the amount necessary to reduce their Aggregate Class Certificate Balance to their Aggregate Planned Balance for that Distribution Date;

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(G) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate Class Certificate Balance to their Aggregate Planned Balance for that Distribution Date, until their respective Class Certificate Balances are reduced to zero;

(H) to the Class 1-A-7 Certificates, until its Class Certificate Balance is reduced to zero;

(I) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, without regard to their Aggregate Planned Balance for that Distribution Date, until their respective Class Certificate Balances are reduced to zero; and

(J) concurrently, to the Class 1-A-22 and Class 1-A-23 Certificates, pro rata, without regard to their Aggregate Planned Balance for that Distribution Date, until their respective Class Certificate Balances are reduced to zero;

(K) concurrently, to the Class 1-A-8 and Class 1-A-25 Certificates, pro rata, without regard to Priority Amount B, until their respective Class Certificate Balances are reduced to zero;

(L) to the Class 1-A-16 Certificates, until its Class Certificate Balance is reduced to zero; and

(M) concurrently, to the Class 1-A-14 and Class 1-A-15 Certificates, pro rata, until their respective Class Certificate Balances are reduced to zero; and

(iii) concurrently, to the Class 1-A-4 and Class 1-A-24 Certificates, pro rata, without regard to Priority Amount A, until their respective Class Certificate Balances are reduced to zero.

Notwithstanding the foregoing, on each Distribution Date on and after the Senior Credit Support Depletion Date, the Principal Amount will be distributed, concurrently, as principal of the classes of senior certificates (other than the notional amount certificates), pro rata, in accordance with their respective Class Certificate Balances immediately before that Distribution Date.

The capitalized terms used herein shall have the following meanings:

“Priority Amount A” for any Distribution Date will equal the sum of (i) the product of (A) the Scheduled Principal Distribution Amount, (B) the Shift Percentage and (C) Priority Percentage A and (ii) the product of (A) the Unscheduled Principal Distribution Amount, (B) the Shift Percentage and (C) Priority Percentage A.

“Priority Percentage A” for any Distribution Date will equal the percentage equivalent of a fraction, the numerator of which is the aggregate Class Certificate Balance of the Class 1-A-4 and Class 1-A-24 Certificates immediately prior to such Distribution Date, and the denominator of which is the aggregate Class Certificate Balance of the senior and subordinated certificates (other than the notional amount certificates) immediately prior to that Distribution Date.

“Priority Amount B” for any Distribution Date will equal the product of (A) the aggregate amount of principal available for distribution pursuant to rule 2(b)(ii)(III)(A) above, (B) the Shift Percentage and (C) Priority Percentage B.

“Priority Percentage B” for any Distribution Date will equal the lesser of (I) 99.99% and (II) the percentage equivalent of a fraction, the numerator of which is the sum of (a) $13,537,484 and (b) the aggregate Class Certificate Balance of the Class 1-A-8 and Class 1-A-25 Certificates immediately prior to such Distribution Date, and the denominator of which is the aggregate Class Certificate Balance of the Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-22, Class 1-A-23 and Class 1-A-25 Certificates immediately prior to that Distribution Date.

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“Scheduled Principal Distribution Amount” for any Distribution Date will equal all amounts described in subclauses (a) through (d) of clause (i) of the definition of Principal Amount for such Distribution Date.

“Unscheduled Principal Distribution Amount” for any Distribution Date will equal the sum of (i) with respect to each mortgage loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the Liquidation Proceeds allocable to principal received with respect to such mortgage loan and (ii) the amount described in subclause (f) of clause (i) of the definition of Principal Amount for such Distribution Date and (iii) any Subsequent Recoveries described in clause (ii) of the definition of Principal Amount for such Distribution Date.

“Shift Percentage” for any Distribution Date occurring during the five years beginning on the first Distribution Date will equal 0%. Thereafter, the Shift Percentage for any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date will be as follows: for any Distribution Date in the first year thereafter, 30%; for any Distribution Date in the second year thereafter, 40%; for any Distribution Date in the third year thereafter, 60%; for any Distribution Date in the fourth year thereafter, 80%; and for any Distribution Date thereafter, 100%.

“Due Date” means, with respect to a mortgage loan, the day of the calendar month on which scheduled payments are due on that mortgage loan. With respect to any Distribution Date, the related Due Date is the first day of the calendar month in which that Distribution Date occurs.

“Prepayment Period” means, with respect to any Distribution Date and related Due Date, the period from the sixteenth day of the calendar month immediately preceding the month in which the Distribution Date occurs (or in the case of the first Distribution Date, from May 1, 2007) through the fifteenth day of the calendar month in which the Distribution Date occurs.

The “Senior Principal Distribution Amount” for any Distribution Date will equal the sum of

· the Senior Percentage of all amounts described in subclauses (a) through (d) of clause (i) of the definition of Principal Amount for that Distribution Date,

· for each mortgage loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of the Distribution Date, the lesser of

· the Senior Percentage of the Stated Principal Balance of the mortgage loan, and

· the Senior Prepayment Percentage of the amount of the liquidation proceeds allocable to principal received on the mortgage loan, and

· the sum of

· the Senior Prepayment Percentage amounts described in subclause (f) of clause (i) of the definition of Principal Amount for that Distribution Date, and

· the Senior Prepayment Percentage of any Subsequent Recoveries described in clause (ii) of the definition of Principal Amount for the Distribution Date, and

· the amount, if any, on deposit in the Pre-funding Account at the end of the Funding Period.

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If on any Distribution Date the allocation to the classes of senior certificates (other than the notional amount certificates) then entitled to distributions of principal would reduce the outstanding Class Certificate Balance of the class or classes below zero, the distribution to the classes of certificates of the Senior Percentage and Senior Prepayment Percentage of the related principal amounts for the Distribution Date will be limited to the percentage necessary to reduce the related Class Certificate Balances to zero.

“Stated Principal Balance” means for any mortgage loan and Due Date, the unpaid principal balance of the mortgage loan as of that Due Date, as specified in its amortization schedule at that time (before any adjustment to the amortization schedule for any moratorium or similar waiver or grace period), after giving effect to:

· the payment of principal due on the Due Date and irrespective of any delinquency in payment by the related borrower;

· liquidation proceeds received through the end of the prior calendar month and allocable to principal;

· prepayments of principal received through the last day of the related Prepayment Period; and

· any Deficient Valuation previously applied to reduce the unpaid principal balance of the mortgage loan.

The “pool principal balance” equals the aggregate of the Stated Principal Balances of the mortgage loans.

“Deficient Valuation” means for any mortgage loan, a valuation by a court of competent jurisdiction of the mortgaged property in an amount less than the then-outstanding indebtedness under such mortgage loan, or any reduction in the amount of principal to be paid in connection with any scheduled payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court which is final and non-appealable in a proceeding under the federal bankruptcy code.

The “Senior Percentage” for any Distribution Date is the percentage equivalent of a fraction, not to exceed 100%, the numerator of which is the aggregate Class Certificate Balance of the senior certificates (other than the notional amount certificates) immediately before the Distribution Date and the denominator of which is the aggregate Class Certificate Balance of all classes of senior and subordinated certificates (other than the notional amount certificates) immediately before the Distribution Date.

The “Subordinated Percentage” for any Distribution Date will be calculated as the difference between 100% and the Senior Percentage for the Distribution Date.

The “Senior Prepayment Percentage” for any Distribution Date occurring during the five years beginning on the first Distribution Date will equal 100%. Thereafter, the Senior Prepayment Percentage will be subject to gradual reduction as described in the following paragraphs. This disproportionate allocation of unscheduled payments of principal will have the effect of accelerating the amortization of the senior certificates (other than the notional amount certificates) which receive these unscheduled payments of principal while, in the absence of Realized Losses, increasing the interest in the pool principal balance evidenced by the subordinated certificates. Increasing the respective interest of the subordinated certificates relative to that of the senior certificates is intended to preserve the availability of the subordination provided by the subordinated certificates.

The “Subordinated Prepayment Percentage” as of any Distribution Date will be calculated as the difference between 100% and the Senior Prepayment Percentage.

The Senior Prepayment Percentage for any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date will be as follows:

· for any Distribution Date in the first year thereafter, the Senior Percentage plus 70% of the Subordinated Percentage for the Distribution Date;

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· for any Distribution Date in the second year thereafter, the Senior Percentage plus 60% of the Subordinated Percentage for the Distribution Date;

· for any Distribution Date in the third year thereafter, the Senior Percentage plus 40% of the Subordinated Percentage for the Distribution Date;

· for any Distribution Date in the fourth year thereafter, the Senior Percentage plus 20% of the Subordinated Percentage for the Distribution Date; and

· for any Distribution Date thereafter, the Senior Percentage for the Distribution Date;

provided, however, that if on any Distribution Date the Senior Percentage exceeds the initial Senior Percentage, then the Senior Prepayment Percentage for the Distribution Date will equal 100%.

Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage will occur unless both of the step down conditions listed below are satisfied:

· the outstanding principal balance of all mortgage loans delinquent 60 days or more (including mortgage loans in foreclosure, real estate owned by the issuing entity and mortgage loans the mortgagors of which are in bankruptcy) (averaged over the preceding six month period), as a percentage of the aggregate Class Certificate Balance of the subordinated certificates immediately prior to the Distribution Date, does not equal or exceed 50%, and

· cumulative Realized Losses on the mortgage loans do not exceed:

· commencing with the Distribution Date on the fifth anniversary of the first Distribution Date, 30%of the aggregate Class Certificate Balance of the subordinated certificates as of the closing date,

· commencing with the Distribution Date on the sixth anniversary of the first Distribution Date, 35% of the aggregate Class Certificate Balance of the subordinated certificates as of the closing date,

· commencing with the Distribution Date on the seventh anniversary of the first Distribution Date, 40% of the aggregate Class Certificate Balance of the subordinated certificates as of the closing date,

· commencing with the Distribution Date on the eighth anniversary of the first Distribution Date, 45% of the aggregate Class Certificate Balance of the subordinated certificates as of the closing date, and

· commencing with the Distribution Date on the ninth anniversary of the first Distribution Date, 50% of the aggregate Class Certificate Balance of the subordinated certificates as of the closing date.

For purposes of calculating the delinquency rate, delinquencies with respect to the mortgage loans will be recognized in accordance with the MBA Method.

Subordinated Principal Distribution Amount. On each Distribution Date, to the extent of Available Funds therefor, the Principal Amount, up to the amount of the Subordinated Principal Distribution Amount for the Distribution Date, will be distributed as principal of the subordinated certificates. Except as provided in the next paragraph, each class of subordinated certificates will be entitled to receive its pro rata share of the Subordinated Principal Distribution Amount (based on its respective Class Certificate Balance), in each case to the extent of the amount available from Available Funds for distribution of principal. Distributions of principal of the subordinated certificates will be made sequentially to the classes of subordinated certificates in the order of their distribution priorities, beginning with the Class M Certificates, until their respective Class Certificate Balances are reduced to zero.

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With respect to each class of subordinated certificates (other than the class of subordinated certificates then outstanding with the highest priority of distribution), if on any Distribution Date the Applicable Credit Support Percentage is less than the Original Applicable Credit Support Percentage, no distribution of partial principal prepayments and principal prepayments in full will be made to any of those classes (the “Restricted Classes”). The amount of partial principal prepayments and principal prepayments in full otherwise distributable to the Restricted Classes will be allocated among the remaining classes of subordinated certificates, pro rata, based upon their respective Class Certificate Balances, and distributed in the sequential order described above.

For any Distribution Date and any class of subordinated certificates, the “Applicable Credit Support Percentage” is equal to the sum of the related Class Subordination Percentages of the subject class and all classes of subordinated certificates which have lower distribution priorities than such class.

For any Distribution Date and any class of subordinated certificates, the “Original Applicable Credit Support Percentage” is equal to the Applicable Credit Support Percentage for such class on the date of issuance of the certificates.

The “Class Subordination Percentage” with respect to any Distribution Date and each class of subordinated certificates will equal the fraction (expressed as a percentage) the numerator of which is the Class Certificate Balance of the class of subordinated certificates immediately before the Distribution Date and the denominator of which is the aggregate Class Certificate Balance of all classes of senior and subordinated certificates immediately before the Distribution Date.

On the date of issuance of the certificates, the characteristics listed below are expected to be as follows:

	Beneficial Interest in Issuing Entity		Initial Credit Enhancement Level		Original Applicable Credit Support Percentage
Senior Certificates		96.50%		3.50%		N/A
Class M		2.05%		1.45%		3.50%
Class B-1		0.60%		0.85%		1.45%
Class B-2		0.35%		0.50%		0.85%
Class B-3		0.20%		0.30%		0.50%
Class B-4		0.10%		0.20%		0.30%
Class B-5		0.20%		0.00%		0.20%

For purposes of calculating the Applicable Credit Support Percentages of the subordinated certificates, the Class M Certificates will be considered to have a lower numerical class designation and a higher distribution priority than each other class of subordinated certificates. Within the Class B Certificates, the distribution priorities are in numerical order.

The “Subordinated Principal Distribution Amount” for any Distribution Date will equal:

· the sum of

· the Subordinated Percentage of all amounts described in subclauses (a) through (d) of clause (i) of the definition of Principal Amount for that Distribution Date,

· for each mortgage loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of the Distribution Date, the remaining liquidation proceeds allocable to principal received on the mortgage loan, after application of the amounts pursuant to the second bulleted item of the definition of Senior Principal Distribution Amount up to the Subordinated Percentage of the Stated Principal Balance of the mortgage loan,

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· the Subordinated Prepayment Percentage of the amounts described in subclause (f) of clause (i) of the definition of Principal Amount for that Distribution Date, and

· the Subordinated Prepayment Percentage of any Subsequent Recoveries described in clause (ii) of the definition of Principal Amount for that Distribution Date.

Residual Certificates. The Class A-R Certificates will remain outstanding for so long as the issuing entity shall exist, whether or not the Class A-R Certificates are receiving current distributions of principal or interest. In addition to distributions of interest and principal as described above, on each Distribution Date, the holders of the Class A-R Certificates will be entitled to receive certain amounts as described in the pooling and servicing agreement. It is not anticipated that there will be any significant amounts remaining for that distribution.

Allocation of Losses

On each Distribution Date any Realized Loss will be allocated:

· first, to the subordinated certificates, in the reverse order of their distribution priority (beginning with the class of subordinated certificates then outstanding with the lowest distribution priority), in each case until the Class Certificate Balance of the respective class of certificates has been reduced to zero, and

· second, to the classes of senior certificates (other than the notional amount certificates), pro rata, based upon their respective Class Certificate Balances or, in the case of the Class 1-A-6, Class 1-A-7, Class 1-A-14, Class 1-A-15, Class 1-A-17 and Class 1-A-18 Certificates, on the basis of the lesser of their respective Class Certificate Balances immediately prior to that Distribution Date and their respective initial Class Certificate Balances until their respective Class Certificate Balances are reduced to zero, except that any Realized Losses that would otherwise be allocated to the Class 1-A-2, Class 1-A-8, Class 1-A-14 and Class 1-A-22 Certificates will instead be allocated to the Class 1-A-3, Class 1-A-25, Class 1-A-15 and Class 1-A-23 Certificates, respectively, until their respective class certificate balances are reduced to zero.

For purposes of allocating losses to the subordinated certificates, the Class M Certificates will be considered to have a lower numerical class designation and a higher distribution priority than each class of Class B Certificates. Within the Class B Certificates, the distribution priorities are in numerical order.

The Senior Credit Support Depletion Date is the date on which the Class Certificate Balance of each class of subordinated certificates has been reduced to zero.

Because principal distributions are paid to some classes of certificates (other than the notional amount certificates) before other classes of certificates, holders of the certificates that are entitled to receive principal later bear a greater risk of being allocated Realized Losses on the mortgage loans than holders of classes that are entitled to receive principal earlier.

In general, a “Realized Loss” means, for a Liquidated Mortgage Loan, the amount by which the remaining unpaid principal balance of the mortgage loan exceeds the amount of liquidation proceeds applied to the principal balance of the related mortgage loan. See “Credit Enhancement — Subordination” in this prospectus supplement and in the prospectus.

A “Liquidated Mortgage Loan” is a defaulted mortgage loan as to which the master servicer has determined that all recoverable liquidation and insurance proceeds have been received.

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“Subsequent Recoveries” are unexpected recoveries, net of reimbursable expenses, with respect to a Liquidated Mortgage Loan that resulted in a Realized Loss in a month prior to the month of receipt of such recoveries.

Reports to Certificateholders

The trustee may, at its option, make the information described in the prospectus under “Description of the Securities — Reports to Securityholders” available to certificateholders on the trustee’s website (assistance in using the website service may be obtained by calling the trustee’s customer service desk at (800) 254-2826). Parties that are unable to use the above distribution option are entitled to have a copy mailed to them via electronic mail by notifying the trustee at its corporate trust office.

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

Structuring Assumptions

Unless otherwise specified, the information set forth in the tables under “Yield, Prepayment and Maturity Considerations” in this prospectus supplement has been prepared on the basis of the following assumed characteristics of the mortgage loans and the following additional assumptions, which combined are the structuring assumptions:

· the mortgage pool consists of four mortgage loans with the following characteristics:

Initial Mortgage Loans

Principal Balance($)	Mortgage Rate(%)		Net Mortgage Rate(%)		Original Term to Maturity (In Months)		Remaining Term to Maturity (In Months)		Remaining Interest Only Term to Maturity (In Months)
448,017,307.34		6.4384485045		6.2530491279		360		359		N/A
347,265,561.13		6.4865733725		6.3021055749		360		360		120

Supplemental Mortgage Loans

Principal Balance ($)	Mortgage Rate (%)		Net Mortgage Rate (%)		Original Term to Maturity (In Months)		Remaining Term to Maturity (In Months)		Remaining Interest-Only Term to Maturity (In Months)
22,717,131.53		6.4384485045		6.2530491279		360		360		N/A
37,000,000.00		6.4865733725		6.3021055749		360		360		120

· the mortgage loans prepay at the specified constant percentages of the Prepayment Assumption,

· no defaults in the payment by mortgagors of principal of and interest on the mortgage loans are experienced,

· the scheduled monthly payment for each mortgage loan (except for the interest-only mortgage loans, during their interest-only periods), has been calculated such that each mortgage loan will amortize in amounts sufficient to repay the current balance of the mortgage loan by its respective remaining term to maturity,

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· each mortgage loan with a remaining interest-only term greater than zero does not amortize during the remaining interest-only term. At the end of the remaining interest-only term, each such mortgage loan will amortize in amounts sufficient to repay the current balance of each mortgage loan over the remaining term to maturity calculated at the expiration of the remaining interest-only term,

· the remaining term to maturity for the mortgage loans (other than the interest-only loans) is calculated based upon the current principal balance of the outstanding mortgage loans,

· scheduled payments on the mortgage loans are received on the first day of each month commencing in the calendar month following the closing date and are computed before giving effect to prepayments received on the last day of the prior month,

· the net mortgage rate is equal to the mortgage rate minus the sum of the master servicing fee and the trustee fee, and where applicable, amounts in respect of lender paid primary mortgage insurance on a mortgage loan (expressed as a per annum percentage of its Stated Principal Balance),

· prepayments are allocated as described in this prospectus supplement without giving effect to loss and delinquency tests,

· there are no Net Interest Shortfalls and prepayments represent prepayments in full of individual mortgage loans and are received on the last day of each month, commencing in the calendar month of the closing date,

· the initial Class Certificate Balance or initial notional amount, as applicable, of each class of certificates is as described under “Summary — Description of the Certificates” in this prospectus supplement,

· interest accrues on each interest-bearing class of certificates at the applicable interest rate set forth on the cover page hereof, or as described in this prospectus supplement,

· distributions in respect of the certificates are received in cash on the 25th day of each month commencing in the calendar month following the closing date,

· the closing date of the sale of the certificates is May 31, 2007,

· no seller is required to repurchase or substitute for any mortgage loan,

· the Aggregate Planned Balance of the Class 1-A-5 and Class 1-A-6 Certificates, the Aggregate Planned Balance of the Class 1-A-22 and Class 1-A-23 Certificates, the Aggregate Planned Balance of the Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-22 and Class 1-A-23 and the Aggregate Targeted Balance of the Class 1-A-9, Class 1-A-17 and Class 1-A-19 Certificates are set forth in the “Principal Balance Schedules” in this prospectus supplement,

· the master servicer does not exercise the option to repurchase the mortgage loans described under “— Optional Purchase of Defaulted Loans” and “— Optional Termination”, and

· no class of certificates becomes a Restricted Class.

Prepayments of mortgage loans commonly are measured relative to a prepayment standard or model. The model used in this prospectus supplement is the Standard Prepayment Assumption (the “Prepayment Assumption”), which represents an assumed rate of prepayment each month of the then outstanding principal balance of a pool of new mortgage loans. The Prepayment Assumption does not purport to be either a historical description of the prepayment experience of any pool of mortgage loans or a prediction of the anticipated rate of any prepayment of any pool of mortgage loans, including the mortgage loans. 100% of the Prepayment Assumption assumes prepayment rates of 0.2% per annum of the then outstanding principal balance of such mortgage loans in the first month of the life of the mortgage loans and an additional 0.2% per annum in each month thereafter (for example, 0.4% per annum in the second month) until the 30th month. Beginning in the 30th month and in each month thereafter during the life of the mortgage loans, 100% of the Prepayment Assumption assumes a constant prepayment rate of 6.0% per annum. Multiples may be calculated from this prepayment rate sequence. For example, 300% of the Prepayment Assumption assumes prepayment rates will be 0.6% per annum in month one, 1.2% per annum in month two, and increasing by 0.6% in each succeeding month until reaching a rate of 18.0% per annum in month 30 and remaining constant at 18.0% per annum thereafter. 0% of the Prepayment Assumption assumes no prepayments. There is no assurance that prepayments will occur at any of the Prepayment Assumption rate or at any other constant rate.

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While it is assumed that each of the mortgage loans prepays at the specified constant percentages of the Prepayment Assumption, this is not likely to be the case. Moreover, discrepancies may exist between the characteristics of the actual mortgage loans which will be delivered to the trustee and characteristics of the mortgage loans used in preparing the tables.

Optional Purchase of Defaulted Loans

The master servicer may, at its option, but subject to the conditions set forth in the pooling and servicing agreement, purchase from the issuing entity any mortgage loan which is delinquent in payment by 151 days or more according to the MBA method. Any purchase shall be at a price equal to 100% of the Stated Principal Balance of the mortgage loan plus accrued interest on it at the applicable mortgage rate from the date through which interest was last paid by the related mortgagor or advanced (and not reimbursed) to the first day of the month in which the amount is to be distributed.

Optional Termination

The master servicer will have the right to purchase all remaining mortgage loans and mortgaged property that the master servicer or its designee has acquired through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted mortgage loan (“REO Property”) in the issuing entity and thereby effect early retirement of all the certificates, on any Distribution Date on or after the first Distribution Date on which the aggregate Stated Principal Balance of the mortgage loans and REO Properties in the issuing entity is less than or equal to 10% of the sum of (a) the aggregate Stated Principal Balance of the Closing Date Mortgage Loans as of the initial cut-off date and (b) any amount deposited in the Pre-funding Account on the closing date. The master servicer is an affiliate of the sellers and the depositor.

In the event the option is exercised by the master servicer, the purchase will be made at a price equal to the sum of:

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

· the appraised value of any REO Property (up to the Stated Principal Balance of the related mortgage loan) in the issuing entity.

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

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In the event a notice of termination is given, the master servicer will cause all funds in the Certificate Account to be remitted to the trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the certificates. At or prior to the time of making the final payment on the certificates, the master servicer as agent of the trustee will sell all of the assets of the issuing entity to the master servicer for cash. Proceeds from a purchase will be distributed to the certificateholders in the priority described above under “— Distributions” and will reflect the current Class Certificate Balance and other entitlements of each class at the time of liquidation.

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

Events of Default; Remedies

In addition to the Events of Default described in the prospectus, an Event of Default will consist of the failure by the master servicer to reimburse, in full, the trustee not later than 6:00 p.m., New York City time, on the Business Day following the related Distribution Date for any advance made by the trustee together with accrued and unpaid interest. If the master servicer fails to make the required reimbursement, so long as the Event of Default has not been remedied, the trustee, but not the certificateholders, may terminate the master servicer, and the trustee may do so without the consent of the certificateholders. Additionally, if the master servicer fails to provide certain information or perform certain duties related to the depositor’s reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the issuing entity, the depositor, may, without the consent of any of the certificateholders terminate the master servicer.

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

The prospectus describes the indemnification to which the master servicer and the depositor (and their respective directors, officers, employees and agents) are entitled and also describes the limitations on any liability of the master servicer and the depositor (and their respective directors, officers, employees and agents) to the issuing entity. See “The Agreements — Certain Matters Regarding the Master Servicer and the Depositor” in the prospectus. The pooling and servicing agreement provides that these same provisions regarding indemnification and exculpation apply to each seller.

The Trustee

The Bank of New York will be the trustee under the pooling and servicing agreement. The Bank of New York has been, and currently is, serving as indenture trustee and trustee for numerous securitization transactions and programs involving pools of residential mortgages. On or about May 17, 2007, The Bank of New York was made aware by means of various press reports that a lawsuit was filed against The Bank of New York by a Russian Agency described as the Federal Customs Service. While The Bank of New York has not seen the complaint, based on its knowledge of the facts, The Bank of New York believes any such suit would be without merit, if not frivolous, and The Bank of New York would expect to defend itself. The Bank of New York believes that the suit will not be material to holders of the certificates offered herein. The depositor, Countrywide Home Loans and any affiliated seller may maintain other banking relationships in the ordinary course of business with the trustee. The offered certificates may be surrendered at the corporate trust office of the trustee located at 101 Barclay Street, 4W, New York, New York 10286, Attention: Corporate Trust Administration or another address that the trustee may designate from time to time.

The trustee will be liable for its own negligent action, its own negligent failure to act or its own willful misconduct. However, the trustee will not be liable, individually or as trustee,

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· for an error of judgment made in good faith by a responsible officer of the trustee, unless the trustee was negligent in ascertaining the pertinent facts,

· with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the holders of certificates evidencing not less than 25% of the Voting Rights of the certificates relating to the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred upon the trustee under the pooling and servicing agreement,

· for any action taken, suffered or omitted by it under the pooling and servicing agreement in good faith and in accordance with an opinion of counsel or believed by the trustee to be authorized or within the discretion or rights or powers that it has under the pooling and servicing agreement, or

· for any loss on any investment of funds pursuant to the pooling and servicing agreement (other than as issuer of the investment security).

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

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

The trustee may at any time resign by giving written notice of resignation to the depositor, the master servicer, each Rating Agency and the certificateholders, not less than 60 days before the specified resignation date. The resignation shall not be effective until a successor trustee has been appointed. If a successor trustee has not been appointed within 30 days after the trustee gives notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.

The depositor or the master servicer may remove the trustee and appoint a successor trustee if:

· the trustee ceases to meet the eligibility requirements described above and fails to resign after written request to do so is delivered to the trustee by the depositor,

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

· a tax is imposed with respect to the issuing entity by any state in which the trustee or the issuing entity is located and the imposition of the tax would be avoided by the appointment of a different trustee.

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

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

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A successor trustee will not be appointed unless the successor trustee meets the eligibility requirements described above and its appointment does not adversely affect the then-current ratings of the certificates.

Voting Rights

As of any date of determination:

· each class of the senior certificates that is a class of notional amount certificates will be allocated 1% of all voting rights in respect of the certificates (collectively, the “Voting Rights”) for a total of 4% of the Voting Rights, and

· the other classes of senior and subordinated certificates will be allocated the remaining Voting Rights in proportion to their respective outstanding Class Certificate Balances.

Voting Rights allocated to a class of certificates will be allocated among the certificates of that class in accordance with their respective percentage interests.

Restrictions on Transfer of the Class A-R Certificates

The Class A-R Certificates will be subject to the restrictions on transfer described in the prospectus under “Material Federal Income Tax Consequences — Taxation of the REMIC and Its Holders”, “— Taxation of Holders of Residual Interests — Restrictions on Ownership and Transfer of Residual Interests” and “— Tax Treatment of Foreign Investors”. The Class A-R Certificates (in addition to other ERISA-restricted classes of certificates, as described in the pooling and servicing agreement) may not be acquired by a Plan. See “ERISA Considerations” in this prospectus supplement. Each Class A-R Certificate will contain a legend describing the foregoing restrictions.

Ownership of the Residual Certificates

The trustee will be initially designated as “tax matters person” under the pooling and servicing agreement and in that capacity will hold a Class A-R Certificate in the amount of $0.01. As the tax matters person, the trustee will be the primary representative of the issuing entity with respect to any tax administrative or judicial matter. As trustee, the trustee will be responsible for making a REMIC election with respect to each REMIC created under the pooling and servicing agreement and for preparing and filing tax returns with respect to each REMIC.

Restrictions on Investment, Suitability Requirements

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

Yield, Prepayment and Maturity Considerations

General

The effective yield to the holders of each interest-bearing class of certificates will be lower than the yield otherwise produced by the applicable rate at which interest is passed through to the holders and the purchase price of the certificates because monthly distributions will not be payable to the holders until the 25^th day (or, if that day is not a business day, the following business day) of the month following the month in which interest accrues on the mortgage loans (without any additional distribution of interest or earnings on them for the delay).

Delinquencies on the mortgage loans that are not advanced by or on behalf of the master servicer (because amounts, if advanced, would be nonrecoverable), will adversely affect the yield on the certificates. Because of the priority of distributions, shortfalls resulting from delinquencies not so advanced will be borne first by the subordinated certificates, in the reverse order of their distribution priority, and then by the senior certificates. If, as a result of the shortfalls, the aggregate of the Class Certificate Balances of all classes of certificates exceeds the pool principal balance, the Class Certificate Balance of the class of subordinated certificates then outstanding with the highest numerical class designation will be reduced by the amount of the excess.

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Net Interest Shortfalls will adversely affect the yields on the certificates. Any Net Interest Shortfalls allocated to a class of accrual certificates will reduce the related accrual amount thereby reducing the amount of funds available for distribution of principal on the certificates entitled to such amounts. In addition, all losses initially will be borne by the subordinated certificates, in the reverse order of their numerical class designations. As a result, the yields on the offered certificates will depend on the rate and timing of Realized Losses.

For purposes of allocating losses and shortfalls resulting from delinquencies to the subordinated certificates, the Class M Certificates will be considered to have a lower numerical class designation and a higher distribution priority than each class of Class B Certificates. Within the Class B Certificates, the distribution priorities are in numerical order.

Prepayment Considerations and Risks

The rate of principal payments on the certificates, the aggregate amount of distributions on the certificates and the yield to maturity of the certificates will be related to the rate and timing of payments of principal on the mortgage loans. The rate of principal payments on the mortgage loans will in turn be affected by the amortization schedules of the mortgage loans (including their interest-only periods) and by the rate of principal prepayments, including for this purpose, prepayments resulting from refinancing, liquidations of the mortgage loans due to defaults, casualties, condemnations and repurchases by the sellers or master servicer. Except for approximately 0.74% of the Initial Mortgage Loans, by aggregate Stated Principal Balance of the mortgage loans as of the initial cut-off date, which have a prepayment charge if the related mortgagor prepays such mortgage loan during periods of up to five years after origination, the mortgage loans may be prepaid by the mortgagors at any time without a prepayment charge. Because certain of the mortgage loans contain prepayment charges, the rate of principal prepayments may be less than the rate of principal prepayments for mortgage loans that did not have prepayment charges. In addition, approximately 43.67% of the Initial Mortgage Loans, by aggregate Stated Principal Balance of the mortgage loans as of the Initial Cut-off Date, do not provide for any payments of principal for the first ten years following their origination. These mortgage loans may involve a greater degree of risk than mortgage loans that amortize with each monthly payment because, if the related mortgagor defaults, the outstanding principal balance of that mortgage loan will be higher than for an amortizing mortgage loan. During their interest-only periods, these mortgage loans may be less likely to prepay as the interest-only feature may reduce the perceived benefits of refinancing due to the smaller monthly payment. However, as an interest-only mortgage loan approaches the end of its interest-only period, it may be more likely to be prepaid, even if market interest rates at the time are only slightly higher or lower than the interest rate on the interest-only mortgage loans as the related borrowers seek to avoid increases in their respective monthly mortgage payment. The mortgage loans are subject to the “due-on-sale” provisions included therein. See “The Mortgage Pool” in this prospectus supplement.

Prepayments, liquidations and purchases of the mortgage loans will result in distributions on the certificates of principal amounts which would otherwise be distributed over the remaining terms of the mortgage loans. This includes any optional purchase by the master servicer of a defaulted mortgage loan and any optional repurchase of the remaining mortgage loans in connection with the termination of the issuing entity, in each case as described in this prospectus supplement. Since the rate of payment of principal of the mortgage loans will depend on future events and a variety of factors, no assurance can be given as to the rate of payment of principal of the mortgage loans or the rate of principal prepayments. The extent to which the yield to maturity of a class of certificates may vary from the anticipated yield will depend upon the degree to which the certificate is purchased at a discount or premium, and the degree to which the timing of payments thereon is sensitive to prepayments, liquidations and purchases of the mortgage loans. Further, an investor should consider the risk that, in the case of any certificate purchased at a discount, a slower than anticipated rate of principal payments (including prepayments) on the mortgage loans could result in an actual yield to the investor that is lower than the anticipated yield and, in the case of a notional amount certificate or any certificate purchased at a premium, a faster than anticipated rate of principal payments could result in an actual yield to the investor that is lower than the anticipated yield. Investors in the notional amount certificates should carefully consider the risk that a rapid rate of principal payments on the mortgage loans could result in the failure of the investors to recover their initial investment.

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The rate of principal payments (including prepayments) on pools of mortgage loans may vary significantly over time and may be influenced by a variety of economic, geographic, social and other factors, including changes in mortgagors’ housing needs, job transfers, unemployment, mortgagors’ net equity in the mortgaged properties, servicing decisions, as well as the characteristics of the mortgage loans included in the mortgage pool as described under “The Mortgage Pool — General” and “— Underwriting Process” in this prospectus supplement. In general, if prevailing interest rates were to fall significantly below the mortgage rates on the mortgage loans, the mortgage loans could be subject to higher prepayment rates than if prevailing interest rates were to remain at or above the mortgage rates on the mortgage loans. Conversely, if prevailing interest rates were to rise significantly, the rate of prepayments on the mortgage loans would generally be expected to decrease. No assurances can be given as to the rate of prepayments on the mortgage loans in stable or changing interest rate environments. Furthermore, with respect to up to 50% of the Closing Date Mortgage Loans and 90% of the Supplemental Mortgage Loans, the depositor may deliver all or a portion of each related mortgage file to the trustee after the closing date or the related Supplemental Transfer Date, as applicable. Should Countrywide Home Loans or any other seller fail to deliver all or a portion of any mortgage files to the depositor or other designee of the depositor or, at the depositor’s direction, to the trustee, within that period, Countrywide Home Loans will be required to use its best efforts to deliver a replacement mortgage loan for the related delayed delivery mortgage loan or repurchase the related delayed delivery mortgage loan. Any repurchases pursuant to this provision would also have the effect of accelerating the rate of prepayments on the mortgage loans.

As described under “Description of the Certificates — Principal” in this prospectus supplement, the Senior Prepayment Percentage of all principal prepayments will be initially distributed to the classes of senior certificates (other than the notional amount certificates) then entitled to receive principal prepayment distributions. This may result in all (or a disproportionate percentage) of the principal prepayments being distributed to holders of the classes of senior certificates and none (or less than their pro rata share) of the principal prepayments being distributed to holders of the subordinated certificates during the periods of time described in the definition of Senior Prepayment Percentage. The Class 1-A-4, Class 1-A-8, Class 1-A-24 and Class 1-A-25 Certificates generally will not receive principal distributions for the first five years after the closing date.

The timing of changes in the rate of prepayments on the mortgage loans may significantly affect an investor’s actual yield to maturity, even if the average rate of principal payments is consistent with an investor’s expectation. In general, the earlier a prepayment of principal on the mortgage loans, the greater the effect on an investor’s yield to maturity. The effect on an investor’s yield as a result of principal payments occurring at a rate higher (or lower) than the rate anticipated by the investor during the period immediately following the issuance of the offered certificates may not be offset by a subsequent like decrease (or increase) in the rate of principal payments.

The tables in this “Yield, Prepayment and Maturity Considerations” section indicate the sensitivity of the pre-tax corporate bond equivalent yields to maturity of the illustrated class or classes of certificates to various constant percentages of the Prepayment Assumption and in the case of the Inverse Floating Rate Certificates, to various levels of LIBOR. The yields set forth in the tables were calculated by determining the monthly discount rates that, when applied to the assumed streams of cash flows to be paid on the applicable class or classes of certificates, would cause the discounted present value of the assumed streams of cash flows to equal the assumed aggregate purchase prices of the applicable class or classes and converting the monthly rates to corporate bond equivalent rates. Those calculations do not take into account variations that may occur in the interest rates at which investors may be able to reinvest funds received by them as distributions on the certificates and consequently do not purport to reflect the return on any investment in any class of certificates when the reinvestment rates are considered.

Mandatory Prepayment

In the event that at the end of the Funding Period there are amounts on deposit in the Pre-funding Account, the holders of the senior certificates will receive an additional distribution allocable to principal in an amount equal to that amount on deposit in the Pre-funding Account at that time.

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Sensitivity of the Inverse Floating Rate Certificates

The yield on the Class 1-A-20 Certificates (we sometimes refer to these certificates as “Inverse Floating Rate Certificates”) will be very sensitive to the level of LIBOR and the rate and timing of principal payments (including prepayments) of the mortgage loans, which can be prepaid at any time. As indicated in the table below, an increasing level of prepayments and/or LIBOR will have a negative effect on the yield to investors in the Inverse Floating Rate Certificates.

Changes in the level of LIBOR may not correlate with changes in prevailing mortgage interest rates. It is possible that lower prevailing mortgage interest rates, which might be expected to result in faster prepayments, could occur concurrently with an increased level of LIBOR.

The following table was prepared on the basis of the structuring assumptions and the assumptions that (i) the interest rate applicable to the Inverse Floating Rate Certificates for each applicable interest accrual period subsequent to its initial interest accrual period, will be based on the indicated level of LIBOR and (ii) the purchase price of the Inverse Floating Rate Certificates (expressed as a percentage of its initial notional amount) is as follows:

Class	Price*
Class 1-A-20		1.00%

__

* This price does not include accrued interest. Accrued interest has been added to the price in calculating the yields set forth in the table below.

Sensitivity of the Class 1-A-20 Certificates to Prepayments and LIBOR

(Pre-Tax Yield to Maturity)

	Percentage of the Prepayment Assumption
LIBOR	0%		100%		300%		400%		500%
0.00%		154.3%		154.3%		154.3%		154.3%		154.3%
1.00%		(14.6)%		(14.6)%		(14.6)%		(14.6)%		(14.6)%
2.00% and above		**		**		**		**		**

** Less than (99.9)%

It is highly unlikely that the mortgage loans will have the characteristics assumed or that those mortgage loans will all prepay at the same rate until maturity or that all of the mortgage loans will prepay at the same rate or time. In addition, there can be no assurance that LIBOR will correspond to the levels shown herein and it is highly unlikely that the level of LIBOR will remain constant. As a result of these factors, the pre-tax yield on the Inverse Floating Rate Certificates is likely to differ from those shown in the table above, even if all of the mortgage loans prepay at the indicated percentages of the Prepayment Assumption and LIBOR is at the indicated level. No representation is made as to the actual rate of principal payments on the mortgage loans, the level of LIBOR for any period or over the life of the Inverse Floating Rate Certificates or as to the yield on the Inverse Floating Rate Certificates. Investors must make their own decisions as to the appropriate combinations of prepayment assumptions and assumptions regarding the level of LIBOR to be used in deciding whether to purchase the Inverse Floating Rate Certificates.

Sensitivity of the Interest Only Fixed Rate Certificates

As indicated in the following table, the yields to investors in the Class 1-A-13 and Class 1-A-21 Certificates (we sometimes refer to these certificates as “Interest Only Fixed Rate Certificates”) will be sensitive to the rate of principal payments (including prepayments) of the mortgage loans, which can be prepaid at any time. On the basis of the structuring assumptions and prices below, the yields to maturity on the Class 1-A-13 and Class 1-A-21 Certificates would be approximately 0% if prepayments of the mortgage loans were to occur at a constant rate of approximately 493% and 420% of the Prepayment Assumption. If the actual prepayment rate of the mortgage loans were to exceed the foregoing levels for as little as one month while equaling the levels for the remaining months, the investors in the Interest Only Fixed Rate Certificates would not fully recoup their initial investments.

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The information set forth in the following table has been prepared on the basis of the structuring assumptions and on the assumption that the purchase prices of the Interest Only Fixed Rate Certificates (expressed as percentages of their respective initial notional amounts) are as follows:

Class	Price*
Class 1-A-13		1.125%
Class 1-A-21		18.000%

__

* These prices do not include accrued interest. Accrued interest has been added to each such price in calculating the yields set forth in the tables below.

Sensitivity of the Interest Only Fixed Rate Certificates to Prepayments

(Pre-Tax Yield to Maturity)

	Percentage of the Prepayment Assumption
Class	0%		100%		300%		400%		500%
Class 1-A-13		45.9%		38.3%		18.7%		8.7%		(0.6)%
Class 1-A-21		33.9%		15.9%		9.7%		1.6%		(6.5)%

It is unlikely that the mortgage loans will have the precise characteristics described in this prospectus supplement or that the mortgage loans will all prepay at the same rate until maturity or that all of the mortgage loans will prepay at the same rates or time. As a result of these factors, the pre-tax yields on the Interest Only Fixed Rate Certificates are likely to differ from those shown in the table above, even if all of the mortgage loans prepay at the indicated percentages of the Prepayment Assumption. No representation is made as to the actual rate of principal payments on the mortgage loans for any period or over the lives of the Interest Only Fixed Rate Certificates or as to the yields on those Certificates. Investors must make their own decisions as to the appropriate prepayment assumptions to be used in deciding whether to purchase a class of Interest Only Fixed Rate Certificates.

Sensitivity of the Class X Certificates

As indicated in the following table, the yield to investors in the Class X Certificates will be sensitive to the rate of principal payments (including prepayments) on the mortgage loans (particularly those with high net mortgage rates), which generally can be prepaid at any time. On the basis of the structuring assumptions and price below, the yield to maturity on the Class X Certificates would be approximately 0% if prepayments of the mortgage loans were to occur at a constant rate of approximately 713% of the Prepayment Assumption. If the actual prepayment rate of the mortgage loans were to exceed the foregoing level for as little as one month while equaling the level for the remaining months, the investors in the Class X Certificates would not fully recoup their initial investments.

As described under “Description of the Certificates — General,” the pass-through rate of the Class X Certificates in effect from time to time is calculated by reference to the net mortgage rates of the mortgage loans. The mortgage loans will have higher net mortgage rates (and higher mortgage rates) than the other mortgage loans. In general, mortgage loans with higher mortgage rates tend to prepay at higher rates than mortgage loans with relatively lower mortgage rates in response to a given change in market interest rates. As a result, the mortgage loans may prepay at higher rates, thereby reducing the pass-through rate and notional amount of the Class X Certificates.

The information set forth in the following table has been prepared on the basis of the structuring assumptions and on the assumption that the purchase price of the Class X Certificates (expressed as a percentage of its initial notional amount) is as follows:

Class	Price*
Class X		0.789%

* The price does not include accrued interest. Accrued interest has been added to the price in calculating the yields set forth in the table below.

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Sensitivity of the Class X Certificates to Prepayments

(Pre-Tax Yield to Maturity)

	Percentage of the Prepayment Assumption
Class	0%		100%		300%		400%		500%
Class X		35.7%		30.9%		21.1%		16.0%		11.0%

It is unlikely that the mortgage loans will have the precise characteristics described in this prospectus supplement or that the mortgage loans will all prepay at the same rate until maturity or that all of the mortgage loans will prepay at the same rate or time. As a result of these factors, the pre-tax yield on the Class X Certificates is likely to differ from that shown in the table above, even if all of the mortgage loans prepay at the indicated percentages of the Prepayment Assumption. No representation is made as to the actual rate of principal payments on the mortgage loans for any period or over the life of the Class X Certificates or as to the yield on the Class X Certificates. Investors must make their own decisions as to the appropriate prepayment assumptions to be used in deciding whether to purchase the Class X Certificates.

Weighted Average Lives of the Offered Certificates

The weighted average life of an offered certificate is determined by (a) multiplying the amount of the net reduction, if any, of the Class Certificate Balance or notional amount, as applicable, of the certificate on each Distribution Date by the number of years from the date of issuance to the Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the net reductions in Class Certificate Balance or notional amount, as applicable, of the certificate referred to in clause (a).

For a discussion of the factors which may influence the rate of payments (including prepayments) of the mortgage loans, see “— Prepayment Considerations and Risks” in this prospectus supplement and “Yield, Maturity and Prepayment Considerations” in the prospectus.

In general, the weighted average lives of the offered certificates will be shortened if the level of prepayments of principal of the mortgage loans increases. However, the weighted average lives of the offered certificates will depend upon a variety of other factors, including the timing of changes in such rate of principal payments, the priority sequence of distributions of principal of the classes of certificates and the distribution of the amount available for distribution of principal to the classes of senior certificates (other than the notional amount certificates) in accordance with the rules governing the priorities of payment among the classes of senior certificates set forth in this prospectus supplement. See “Description of the Certificates — Principal” in this prospectus supplement.

As described in this prospectus supplement, the classes of certificates that receive distributions of principal pursuant to an Aggregate Planned Balance (the “Aggregate Planned Balance Classes”) or an Aggregate Targeted Balance (the “Aggregate Targeted Balance Classes”) , as applicable, will receive principal payments in accordance with a Principal Balance Schedule calculated on the basis of, among other things, an assumption regarding a constant rate or a constant range of rates at which the mortgage loans prepay. However, whether such classes will adhere to their respective Principal Balance Schedules, and receive distributions of principal in accordance with the related Principal Balance Schedule on a Distribution Date will largely depend on the actual level of prepayments experienced by the mortgage loans. The principal payment stability of the classes of certificates that receive distributions of principal pursuant to a Principal Balance Schedule will be supported in part by the classes of certificates that do not receive principal in accordance with a Principal Balance Schedule (these classes are called “Companion Classes”).

If a Companion Class is retired before the classes of certificates that receive principal in accordance with a Principal Balance Schedule, such classes will become more sensitive to prepayments on the mortgage loans.

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The mortgage loans will not prepay at any constant rate or range of rates. Non-constant prepayment rates can cause any class that receives principal in accordance with a Principal Balance Schedule not to receive distributions of principal in accordance with the applicable Principal Balance Schedule. If the mortgage loans prepay at rates that are generally below the rate or range of the Prepayment Assumption used to prepare the Principal Balance Schedules, the amount available to pay principal on the classes that receive principal in accordance with a Principal Balance Schedule may be insufficient to make distributions of principal in accordance with the applicable Principal Balance Schedule, their weighted average lives may be extended, perhaps significantly, and the Companion Class will not receive principal distributions. Conversely, if the mortgage loans prepay at rates that are generally above the applicable rate or range of the Prepayment Assumption the applicable Companion Class will receive distributions of principal at a faster rate than otherwise would have been the case. In that event, the weighted average life of that Companion Class may be shortened, perhaps significantly. Because the Companion Classes are accrual certificates, the effect of prepayments above or below the applicable rate will have a greater effect on their yields than would otherwise be the case.

The interaction of the foregoing factors may have different effects on various classes of offered certificates and the effects on any class may vary at different times during the life of the class. Accordingly, no assurance can be given as to the weighted average life of any class of offered certificates. Further, to the extent the prices of the offered certificates represent discounts or premiums to their respective initial Class Certificate Balances or initial notional amounts, as the case may be, variability in the weighted average lives of the classes of offered certificates will result in variability in the related yields to maturity. For an example of how the weighted average lives of the classes of offered certificates may be affected at various constant percentages of the Prepayment Assumption, see the Decrement Tables under the next heading.

Decrement Tables

The following tables indicate the percentages of the initial Class Certificate Balances or initial notional amounts of the classes of offered certificates (other than the Class X Certificates) that would be outstanding after each of the dates shown at various constant percentages of the Prepayment Assumption and the corresponding weighted average lives of the classes. The tables have been prepared on the basis of the structuring assumptions. It is not likely that the mortgage loans will have the precise characteristics described in this prospectus supplement or that all of the mortgage loans will prepay at the constant percentages of the Prepayment Assumption specified in the tables or at any other constant rate. Moreover, the diverse remaining terms to maturity of the mortgage loans could produce slower or faster principal distributions than indicated in the tables, which have been prepared using the specified constant percentages of the Prepayment Assumption, even if the remaining term to maturity of the mortgage loans is consistent with the remaining terms to maturity of the mortgage loans specified in the structuring assumptions.

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Percent of Initial Class Certificate Balances Outstanding*

	Class 1-A-1 Percentage of the Prepayment Assumption										Class 1-A-2, Class 1-A-3, Class 1-A-10, Class 1-A-12 and Class 1-A-13† Percentage of the Prepayment Assumption
Distribution Date	0%		100%		300%		400%		500%		0%		100%		300%		400%		500%
Initial		100		100		100		100		100		100		100		100		100		100
May 2008		99		98		95		94		92		99		97		93		90		88
May 2009		99		93		83		78		73		98		90		75		68		60
May 2010		98		87		68		59		51		97		81		52		39		26
May 2011		97		81		54		44		34		96		72		32		16		2
May 2012		96		75		44		32		23		95		63		16		0		0
May 2013		96		70		35		24		15		93		56		5		0		0
May 2014		95		65		28		17		10		92		49		0		0		0
May 2015		94		61		23		13		7		91		44		0		0		0
May 2016		93		56		18		9		4		90		39		0		0		0
May 2017		91		52		15		7		3		88		35		0		0		0
May 2018		89		48		12		5		2		86		30		0		0		0
May 2019		87		44		9		4		1		83		26		0		0		0
May 2020		84		40		7		3		1		80		22		0		0		0
May 2021		81		36		6		2		1		76		18		0		0		0
May 2022		78		33		5		2		0		73		15		0		0		0
May 2023		75		30		4		1		0		69		11		0		0		0
May 2024		72		26		3		1		0		65		8		0		0		0
May 2025		68		24		2		1		0		61		5		0		0		0
May 2026		64		21		2		0		0		56		2		0		0		0
May 2027		60		18		1		0		0		51		0		0		0		0
May 2028		55		16		1		0		0		46		0		0		0		0
May 2029		51		14		1		0		0		40		0		0		0		0
May 2030		46		12		1		0		0		34		0		0		0		0
May 2031		40		10		0		0		0		28		0		0		0		0
May 2032		35		8		0		0		0		21		0		0		0		0
May 2033		28		6		0		0		0		14		0		0		0		0
May 2034		22		4		0		0		0		7		0		0		0		0
May 2035		15		3		0		0		0		0		0		0		0		0
May 2036		8		1		0		0		0		0		0		0		0		0
May 2037		0		0		0		0		0		0		0		0		0		0
Weighted Average Life (in years)**		20.7		11.8		5.7		4.5		3.7		18.8		8.2		3.2		2.7		2.3

* Roundedto the nearest whole percentage.

** Determined as specified under “Weighted Average Lives of the Offered Certificates” herein.

† In the case of the Class 1-A-13 Certificates, the decrement table indicates the percentage of its initial notional amount outstanding.

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Percent of Initial Class Certificate Balances Outstanding*

	Class 1-A-4 and Class 1-A-24 Percentage of the Prepayment Assumption										Class 1-A-5 and Class 1-A-21† Percentage of the Prepayment Assumption
Distribution Date	0%		100%		300%		400%		500%		0%		100%		300%		400%		500%
Initial		100		100		100		100		100		100		100		100		100		100
May 2008		100		100		100		100		100		99		95		95		95		95
May 2009		100		100		100		100		100		99		84		84		84		84
May 2010		100		100		100		100		100		98		69		62		62		42
May 2011		100		100		100		100		100		98		53		42		24		0
May 2012		100		100		100		100		100		97		40		24		0		0
May 2013		100		98		94		92		75		97		29		11		0		0
May 2014		99		95		87		82		49		97		20		3		0		0
May 2015		99		91		76		64		33		96		13		1		0		0
May 2016		98		86		65		47		22		95		7		1		0		0
May 2017		97		80		52		36		15		92		2		1		0		0
May 2018		94		73		42		26		10		87		0		1		0		0
May 2019		92		67		33		19		7		83		0		1		0		0
May 2020		89		61		27		14		5		79		0		1		0		0
May 2021		86		55		21		11		3		74		0		1		0		0
May 2022		83		50		17		8		2		68		0		0		0		0
May 2023		79		45		13		6		1		62		0		0		0		0
May 2024		76		40		10		4		1		55		0		0		0		0
May 2025		72		36		8		3		1		47		0		0		0		0
May 2026		68		32		6		2		0		39		0		0		0		0
May 2027		63		28		5		1		0		31		0		0		0		0
May 2028		59		24		4		1		0		22		0		0		0		0
May 2029		54		21		3		1		0		12		0		0		0		0
May 2030		48		18		2		1		0		2		0		0		0		0
May 2031		43		15		1		0		0		0		0		0		0		0
May 2032		37		12		1		0		0		0		0		0		0		0
May 2033		30		9		1		0		0		0		0		0		0		0
May 2034		23		7		0		0		0		0		0		0		0		0
May 2035		16		4		0		0		0		0		0		0		0		0
May 2036		8		2		0		0		0		0		0		0		0		0
May 2037		0		0		0		0		0		0		0		0		0		0
Weighted Average Life (in years)**		21.6		16.0		11.2		9.7		7.8		16.8		4.7		3.8		3.2		2.8

* Rounded to the nearest whole percentage.

** Determined as specified under “Weighted Average Lives of the Offered Certificates” herein.

† In the case of the Class 1-A-21 Certificates, the decrement table indicates the percentage of its initial notional amount outstanding.

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Percent of Initial Class Certificate Balances Outstanding*

	Class 1-A-6 Percentage of the Prepayment Assumption										Class 1-A-7 Percentage of the Prepayment Assumption
Distribution Date	0%		100%		300%		400%		500%		0%		100%		300%		400%		500%
Initial		100		100		100		100		100		100		100		100		100		100
May 2008		106		106		106		106		106		106		100		68		68		68
May 2009		113		113		113		113		113		113		100		0		0		0
May 2010		120		120		120		120		120		120		100		0		0		0
May 2011		127		127		127		127		0		127		100		0		0		0
May 2012		135		135		135		0		0		135		101		0		0		0
May 2013		143		143		143		0		0		143		101		0		0		0
May 2014		152		152		152		0		0		152		101		0		0		0
May 2015		161		161		161		0		0		161		101		0		0		0
May 2016		171		171		171		0		0		171		100		0		0		0
May 2017		182		182		182		0		0		182		100		0		0		0
May 2018		193		0		193		0		0		193		28		0		0		0
May 2019		205		0		205		0		0		205		28		0		0		0
May 2020		218		0		218		0		0		218		28		0		0		0
May 2021		231		0		231		0		0		231		23		0		0		0
May 2022		245		0		245		0		0		245		3		0		0		0
May 2023		261		0		0		0		0		261		0		0		0		0
May 2024		277		0		0		0		0		277		0		0		0		0
May 2025		294		0		0		0		0		294		0		0		0		0
May 2026		312		0		0		0		0		312		0		0		0		0
May 2027		331		0		0		0		0		331		0		0		0		0
May 2028		351		0		0		0		0		351		0		0		0		0
May 2029		373		0		0		0		0		373		0		0		0		0
May 2030		396		0		0		0		0		396		0		0		0		0
May 2031		0		0		0		0		0		240		0		0		0		0
May 2032		0		0		0		0		0		39		0		0		0		0
May 2033		0		0		0		0		0		0		0		0		0		0
May 2034		0		0		0		0		0		0		0		0		0		0
May 2035		0		0		0		0		0		0		0		0		0		0
May 2036		0		0		0		0		0		0		0		0		0		0
May 2037		0		0		0		0		0		0		0		0		0		0
Weighted Average Life (in years)**		23.2		10.4		15.2		4.8		4.0		24.2		11.7		1.2		1.2		1.2

* Rounded to the nearest whole percentage.

** Determined as specified under “Weighted Average Lives of the Offered Certificates” herein.

S-83

Percent of Initial Class Certificate Balances Outstanding*

	Class 1-A-8 and Class A-25 Percentage of the Prepayment Assumption										Class 1-A-9 and Class 1-A-20† Percentage of the Prepayment Assumption
Distribution Date	0%		100%		300%		400%		500%		0%		100%		300%		400%		500%
Initial		100		100		100		100		100		100		100		100		100		100
May 2008		100		100		100		100		100		100		100		100		100		100
May 2009		100		100		100		100		100		100		100		100		96		58
May 2010		100		100		100		100		100		100		100		78		9		0
May 2011		100		100		100		100		100		100		100		36		0		0
May 2012		100		100		100		100		19		100		100		8		0		0
May 2013		100		96		84		46		0		100		100		4		0		0
May 2014		99		91		63		0		0		100		100		4		0		0
May 2015		98		83		41		0		0		100		100		4		0		0
May 2016		96		75		24		0		0		100		100		4		0		0
May 2017		95		66		13		0		0		100		100		4		0		0
May 2018		91		56		4		0		0		100		100		4		0		0
May 2019		87		47		0		0		0		100		100		4		0		0
May 2020		83		38		0		0		0		100		100		4		0		0
May 2021		78		29		0		0		0		100		96		4		0		0
May 2022		73		22		0		0		0		100		82		4		0		0
May 2023		68		14		0		0		0		100		65		2		0		0
May 2024		63		7		0		0		0		100		49		0		0		0
May 2025		57		1		0		0		0		100		34		0		0		0
May 2026		51		0		0		0		0		100		14		0		0		0
May 2027		44		0		0		0		0		100		0		0		0		0
May 2028		37		0		0		0		0		94		0		0		0		0
May 2029		29		0		0		0		0		87		0		0		0		0
May 2030		21		0		0		0		0		80		0		0		0		0
May 2031		13		0		0		0		0		73		0		0		0		0
May 2032		4		0		0		0		0		65		0		0		0		0
May 2033		0		0		0		0		0		28		0		0		0		0
May 2034		0		0		0		0		0		0		0		0		0		0
May 2035		0		0		0		0		0		0		0		0		0		0
May 2036		0		0		0		0		0		0		0		0		0		0
May 2037		0		0		0		0		0		0		0		0		0		0
Weighted Average Life (in years)**		18.4		11.8		7.8		6.0		4.8		24.8		16.9		4.2		2.5		2.1

* Rounded to the nearest whole percentage.

** Determined as specified under “Weighted Average Lives of the Offered Certificates” herein.

† In the case of the Class 1-A-20 Certificates, the decrement table indicates the percentage of its initial notional amount outstanding.

S-84

Percent of Initial Class Certificate Balances Outstanding*

	Class 1-A-11 Percentage of the Prepayment Assumption										Class 1-A-14 and Class 1-A-15 Percentage of the Prepayment Assumption
Distribution Date	0%		100%		300%		400%		500%		0%		100%		300%		400%		500%
Initial		100		100		100		100		100		100		100		100		100		100
May 2008		99		97		93		91		89		106		106		106		106		106
May 2009		98		91		77		70		63		113		113		113		113		113
May 2010		97		82		55		43		32		120		120		120		120		120
May 2011		96		74		37		22		9		127		127		127		127		127
May 2012		95		66		22		6		0		135		135		135		135		82
May 2013		94		59		12		0		0		143		143		143		139		0
May 2014		93		53		4		0		0		152		152		152		40		0
May 2015		92		48		0		0		0		161		161		161		0		0
May 2016		90		43		0		0		0		171		171		143		0		0
May 2017		89		40		0		0		0		182		182		120		0		0
May 2018		87		35		0		0		0		193		193		100		0		0
May 2019		84		31		0		0		0		205		205		84		0		0
May 2020		81		28		0		0		0		218		218		71		0		0
May 2021		78		24		0		0		0		231		231		60		0		0
May 2022		75		21		0		0		0		245		245		52		0		0
May 2023		71		18		0		0		0		261		261		45		0		0
May 2024		67		15		0		0		0		277		277		40		0		0
May 2025		63		12		0		0		0		282		282		32		0		0
May 2026		59		10		0		0		0		282		282		25		0		0
May 2027		55		7		0		0		0		282		280		19		0		0
May 2028		50		5		0		0		0		282		253		14		0		0
May 2029		45		3		0		0		0		282		228		11		0		0
May 2030		39		1		0		0		0		282		205		8		0		0
May 2031		33		0		0		0		0		282		176		6		0		0
May 2032		27		0		0		0		0		282		146		4		0		0
May 2033		21		0		0		0		0		282		117		3		0		0
May 2034		13		0		0		0		0		282		91		2		0		0
May 2035		6		0		0		0		0		265		65		1		0		0
May 2036		0		0		0		0		0		159		42		0		0		0
May 2037		0		0		0		0		0		0		0		0		0		0
Weighted Average Life (in years)**		19.5		9.2		3.5		2.8		2.4		29.1		25.2		13.6		6.7		5.1

* Rounded to the nearest whole percentage.

** Determined as specified under “Weighted Average Lives of the Offered Certificates” herein.

S-85

Percent of Initial Class Certificate Balances Outstanding*

	Class 1-A-16 Percentage of the Prepayment Assumption										Class 1-A-17 Percentage of the Prepayment Assumption
Distribution Date	0%		100%		300%		400%		500%		0%		100%		300%		400%		500%
Initial		100		100		100		100		100		100		100		100		100		100
May 2008		97		97		97		97		97		106		106		106		106		106
May 2009		93		93		93		93		93		113		113		113		113		113
May 2010		89		89		89		89		89		120		120		120		120		0
May 2011		85		85		85		85		85		127		127		127		0		0
May 2012		81		81		81		72		0		135		135		135		0		0
May 2013		76		76		76		0		0		143		143		143		0		0
May 2014		71		71		53		0		0		152		152		152		0		0
May 2015		66		66		16		0		0		161		161		161		0		0
May 2016		61		61		0		0		0		171		171		171		0		0
May 2017		55		55		0		0		0		182		182		182		0		0
May 2018		49		49		0		0		0		193		193		193		0		0
May 2019		42		42		0		0		0		205		205		205		0		0
May 2020		35		35		0		0		0		218		218		218		0		0
May 2021		28		28		0		0		0		231		231		231		0		0
May 2022		20		20		0		0		0		245		245		245		0		0
May 2023		12		12		0		0		0		261		261		261		0		0
May 2024		3		3		0		0		0		277		277		277		0		0
May 2025		0		0		0		0		0		294		294		0		0		0
May 2026		0		0		0		0		0		312		312		0		0		0
May 2027		0		0		0		0		0		331		0		0		0		0
May 2028		0		0		0		0		0		351		0		0		0		0
May 2029		0		0		0		0		0		373		0		0		0		0
May 2030		0		0		0		0		0		396		0		0		0		0
May 2031		0		0		0		0		0		421		0		0		0		0
May 2032		0		0		0		0		0		446		0		0		0		0
May 2033		0		0		0		0		0		474		0		0		0		0
May 2034		0		0		0		0		0		0		0		0		0		0
May 2035		0		0		0		0		0		0		0		0		0		0
May 2036		0		0		0		0		0		0		0		0		0		0
May 2037		0		0		0		0		0		0		0		0		0		0
Weighted Average Life (in years)**		10.2		10.2		6.4		4.9		4.1		26.6		19.7		17.2		3.2		2.5

* Rounded to the nearest whole percentage.

** Determined as specified under “Weighted Average Lives of the Offered Certificates” herein.

S-86

Percent of Initial Class Certificate Balances Outstanding*

	Class 1-A-18 Percentage of the Prepayment Assumption										Class 1-A-19 Percentage of the Prepayment Assumption
Distribution Date	0%		100%		300%		400%		500%		0%		100%		300%		400%		500%
Initial		100		100		100		100		100		100		100		100		100		100
May 2008		106		106		106		106		77		97		97		71		54		50
May 2009		113		113		25		0		0		94		94		40		0		0
May 2010		120		120		0		0		0		91		91		0		0		0
May 2011		127		127		0		0		0		88		88		0		0		0
May 2012		135		135		0		0		0		85		85		0		0		0
May 2013		143		143		0		0		0		81		81		0		0		0
May 2014		152		152		0		0		0		77		77		0		0		0
May 2015		161		161		0		0		0		73		73		0		0		0
May 2016		171		171		0		0		0		69		69		0		0		0
May 2017		182		182		0		0		0		64		64		0		0		0
May 2018		193		193		0		0		0		60		59		0		0		0
May 2019		205		205		0		0		0		54		35		0		0		0
May 2020		218		218		0		0		0		49		14		0		0		0
May 2021		231		231		0		0		0		43		0		0		0		0
May 2022		245		245		0		0		0		37		0		0		0		0
May 2023		261		261		0		0		0		30		0		0		0		0
May 2024		277		277		0		0		0		23		0		0		0		0
May 2025		294		294		0		0		0		16		0		0		0		0
May 2026		312		312		0		0		0		8		0		0		0		0
May 2027		331		314		0		0		0		0		0		0		0		0
May 2028		351		271		0		0		0		0		0		0		0		0
May 2029		373		230		0		0		0		0		0		0		0		0
May 2030		396		191		0		0		0		0		0		0		0		0
May 2031		421		155		0		0		0		0		0		0		0		0
May 2032		446		121		0		0		0		0		0		0		0		0
May 2033		474		89		0		0		0		0		0		0		0		0
May 2034		433		59		0		0		0		0		0		0		0		0
May 2035		289		30		0		0		0		0		0		0		0		0
May 2036		136		3		0		0		0		0		0		0		0		0
May 2037		0		0		0		0		0		0		0		0		0		0
Weighted Average Life (in years)**		28.3		24.0		1.9		1.4		1.1		11.9		9.8		1.5		1.2		1.0

* Rounded to the nearest whole percentage.

** Determined as specified under “Weighted Average Lives of the Offered Certificates” herein.

S-87

Percent of Initial Class Certificate Balances Outstanding*

	Class 1-A-22 and Class 1-A-23 Percentage of the Prepayment Assumption										Class A-R Percentage of the Prepayment Assumption
Distribution Date	0%		100%		300%		400%		500%		0%		100%		300%		400%		500%
Initial		100		100		100		100		100		100		100		100		100		100
May 2008		95		95		95		95		95		0		0		0		0		0
May 2009		86		86		86		86		86		0		0		0		0		0
May 2010		76		76		76		76		76		0		0		0		0		0
May 2011		65		65		65		65		53		0		0		0		0		0
May 2012		54		54		54		23		0		0		0		0		0		0
May 2013		44		44		44		0		0		0		0		0		0		0
May 2014		33		33		33		0		0		0		0		0		0		0
May 2015		22		22		22		0		0		0		0		0		0		0
May 2016		17		17		17		0		0		0		0		0		0		0
May 2017		17		17		17		0		0		0		0		0		0		0
May 2018		17		17		17		0		0		0		0		0		0		0
May 2019		13		13		13		0		0		0		0		0		0		0
May 2020		5		5		5		0		0		0		0		0		0		0
May 2021		0		0		0		0		0		0		0		0		0		0
May 2022		0		0		0		0		0		0		0		0		0		0
May 2023		0		0		0		0		0		0		0		0		0		0
May 2024		0		0		0		0		0		0		0		0		0		0
May 2025		0		0		0		0		0		0		0		0		0		0
May 2026		0		0		0		0		0		0		0		0		0		0
May 2027		0		0		0		0		0		0		0		0		0		0
May 2028		0		0		0		0		0		0		0		0		0		0
May 2029		0		0		0		0		0		0		0		0		0		0
May 2030		0		0		0		0		0		0		0		0		0		0
May 2031		0		0		0		0		0		0		0		0		0		0
May 2032		0		0		0		0		0		0		0		0		0		0
May 2033		0		0		0		0		0		0		0		0		0		0
May 2034		0		0		0		0		0		0		0		0		0		0
May 2035		0		0		0		0		0		0		0		0		0		0
May 2036		0		0		0		0		0		0		0		0		0		0
May 2037		0		0		0		0		0		0		0		0		0		0
Weighted Average Life (in years)**		6.0		6.0		6.0		4.0		3.5		0.1		0.1		0.1		0.1		0.1

* Rounded to the nearest whole percentage.

** Determined as specified under “Weighted Average Lives of the Offered Certificates” herein.

S-88

Percent of Initial Class Certificate Balances Outstanding* 

	Class M, Class B-1 and Class B-2 Percentage of the Prepayment Assumption
Distribution Date	0%		100%		300%		400%		500%
Initial		100		100		100		100		100
May 2008		99		99		99		99		99
May 2009		99		99		99		99		99
May 2010		98		98		98		98		98
May 2011		97		97		97		97		97
May 2012		96		96		96		96		96
May 2013		96		94		90		88		86
May 2014		95		91		82		78		74
May 2015		94		86		72		66		59
May 2016		93		81		61		52		44
May 2017		91		76		50		39		30
May 2018		89		69		40		29		21
May 2019		87		63		32		21		14
May 2020		84		58		25		16		10
May 2021		81		52		20		12		6
May 2022		78		47		16		8		4
May 2023		75		43		12		6		3
May 2024		72		38		10		4		2
May 2025		68		34		8		3		1
May 2026		64		30		6		2		1
May 2027		60		27		4		2		1
May 2028		55		23		3		1		0
May 2029		51		20		3		1		0
May 2030		46		17		2		1		0
May 2031		40		14		1		0		0
May 2032		35		11		1		0		0
May 2033		28		9		1		0		0
May 2034		22		6		0		0		0
May 2035		15		4		0		0		0
May 2036		8		2		0		0		0
May 2037		0		0		0		0		0
Weighted Average Life (in years)**		20.7		15.4		10.8		9.7		9.0

* Rounded to the nearest whole percentage.

** Determined as specified under “Weighted Average Lives of the Offered Certificates” herein.

S-89

Last Scheduled Distribution Date

The Last Scheduled Distribution Date for each class of offered certificates (other than the Class 1-A-16 Certificates) is the Distribution Date in January 2038. The Last Scheduled Distribution Date for the Class 1-A-16 Certificates is the Distribution Date in September 2024. Since the rate of distributions in reduction of the Class Certificate Balance or notional amount of each class of offered certificates will depend on the rate of payment (including prepayments) of the mortgage loans, the Class Certificate Balance or notional amount of any class could be reduced to zero significantly earlier or later than the Last Scheduled Distribution Date. The rate of payments on the mortgage loans will depend on their particular characteristics, as well as on prevailing interest rates from time to time and other economic factors, and no assurance can be given as to the actual payment experience of the mortgage loans. See “Yield, Prepayment and Maturity Considerations — Prepayment Considerations and Risks” and “— Weighted Average Lives of the Offered Certificates” in this prospectus supplement and “Yield, Maturity and Prepayment Considerations” in the prospectus.

The Subordinated Certificates

The weighted average life of, and the yield to maturity on, each class of subordinated certificates, in increasing order of their numerical class designation, will be progressively more sensitive to the rate and timing of mortgagor defaults and the severity of ensuing losses on the mortgage loans. In particular, the rate and timing of mortgagor defaults and the severity of ensuing losses on the mortgage loans may be affected by the characteristics of the mortgage loans included in the mortgage pool as described under “The Mortgage Pool — General” and “— Underwriting Process” in this prospectus supplement. If the actual rate and severity of losses on the mortgage loans is higher than those assumed by a holder of a subordinated certificate, the actual yield to maturity of the certificate may be lower than the yield expected by the holder based on the holder’s assumptions. The timing of losses on mortgage loans will also affect an investor’s actual yield to maturity, even if the rate of defaults and severity of losses over the life of the mortgage pool are consistent with an investor’s expectations. In general, the earlier a loss occurs, the greater the effect on an investor’s yield to maturity. Realized Losses on the mortgage loans will reduce the Class Certificate Balances of the applicable class of subordinated certificates to the extent of any losses allocated to it (as described under “Description of the Certificates — Allocation of Losses” in this prospectus supplement), without the receipt of cash attributable to the reduction. In addition, shortfalls in cash available for distributions on the subordinated certificates will result in a reduction in the Class Certificate Balance of the class of subordinated certificates then outstanding with the lowest distribution priority if and to the extent that the aggregate of the Class Certificate Balances of all classes of certificates, following all distributions and the allocation of Realized Losses on a Distribution Date, exceeds the pool principal balance as of the Due Date occurring in the month of the Distribution Date (after giving effect to principal prepayments received in the related Prepayment Period). As a result of the reductions, less interest will accrue on the class of subordinated certificates than otherwise would be the case. The yield to maturity of the subordinated certificates will also be affected by the disproportionate allocation of principal prepayments to the senior certificates, Net Interest Shortfalls and other cash shortfalls in Available Funds. See “Description of the Certificates — Allocation of Losses” in this prospectus supplement.

If on any Distribution Date, the Applicable Credit Support Percentage for any class of subordinated certificates (other than the class of subordinated certificates then outstanding with the highest priority of distribution) is less than its Original Applicable Credit Support Percentage, all partial principal prepayments and principal prepayments in full available for distribution on the subordinated certificates will be allocated solely to all classes of subordinated certificates with higher distribution priority than such class, thereby accelerating their amortization relative to that of the Restricted Classes and reducing the weighted average lives of the classes of subordinated certificates receiving the distributions. Accelerating the amortization of the classes of subordinated certificates with higher distribution priority relative to the other classes of subordinated certificates is intended to preserve the availability of the subordination provided by the other classes.

For purposes of allocating losses and prepayments to the subordinated certificates, the Class M Certificates will be considered to have a lower numerical class designation and a higher distribution priority than each class of Class B Certificates. Within the Class B Certificates, the distribution priorities are in numerical order.

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Credit Enhancement

Subordination

Realized Losses allocable to the senior certificates will be allocated as set forth under “Description of the Certificates — Allocation of Losses” in this prospectus supplement.

The rights of the holders of the subordinated certificates to receive distributions with respect to the mortgage loans will be subordinated to the rights of the holders of the senior certificates and the rights of the holders of each class of subordinated certificates (other than the Class M Certificates) to receive the distributions will be further subordinated to the rights of the class or classes of subordinated certificates with higher distribution priorities, in each case only to the extent described in this prospectus supplement. The subordination of the subordinated certificates to the senior certificates and the subordination of the classes of subordinated certificates with lower distribution priorities to those with higher distribution priorities is intended to increase the likelihood of receipt, respectively, by the senior certificateholders and the holders of subordinated certificates with higher distribution priorities of the maximum amount to which they are entitled on any Distribution Date and to provide the holders protection against Realized Losses. Realized Losses will be allocated to the class of subordinated certificates then outstanding with the lowest distribution priority.

Use of Proceeds

We expect the proceeds to the depositor from the sale of the offered certificates (other than the Class X Certificates) to be approximately $848,489,781, plus accrued interest, before deducting issuance expenses payable by the depositor. The depositor will apply the net proceeds from the sale of these classes of certificates against the purchase price of the mortgage loans. The depositor will apply the net proceeds from the sale of these classes of certificates against the purchase price of the Closing Date Mortgage Loans and to fund the Pre-funding Account and Capitalized Interest Account.

Legal Proceedings

There are no legal proceedings against Countrywide Home Loans, the depositor, the trustee, the issuing entity or the master servicer, or to which any of their respective properties are subject, that is material to the certificateholders, nor is the depositor aware of any proceedings of this type contemplated by governmental authorities.

Material Federal Income Tax Consequences

The following discussion and the discussion in the prospectus under the caption “Material Federal Income Tax Consequences” is the opinion of Sidley Austin LLP (“Tax Counsel”) on the anticipated material federal income tax consequences of the purchase, ownership, and disposition of the offered certificates. It is based on the current provisions and interpretations of the Internal Revenue Code of 1986, as amended (the “Code”) and the accompanying Treasury regulations and on current judicial and administrative rulings. All of these authorities are subject to change and any change can apply retroactively.

For federal income tax purposes, the issuing entity (exclusive of the Pre-funding Account and the Capitalized Interest Account) will consist of one or more REMICs in a tiered structure. The highest REMIC will be referred to as the “Master REMIC,” and each REMIC below the Master REMIC (if any) will be referred to as an “underlying REMIC.” Each underlying REMIC (if any) will issue multiple classes of uncertificated, regular interests (the “underlying REMIC Regular Interests”) that will be held by another REMIC above it in the tiered structure. The assets of the lowest underlying REMIC (or the Master REMIC if there is no underlying REMIC) will consist of the mortgage loans and any other assets designated in the pooling and servicing agreement. The Master REMIC will issue the senior certificates and the subordinated certificates (together, excluding the Class A-R Certificate, the “Regular Certificates”). The Regular Certificates will be designated as the regular interests in the Master REMIC. The Class A-R Certificates (also, the “Residual Certificates”) will represent the beneficial ownership of the residual interest in each underlying REMIC (if any) and the residual interest in the Master REMIC. Aggregate distributions on the underlying REMIC Regular Interests held by the Master REMIC (if any) will equal the aggregate distributions on the Regular Certificates issued by the Master REMIC. The reserve fund will not constitute any part of any REMIC described in the pooling and servicing agreement.

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All classes of the Regular Certificates (except for the Class 1-A-9 Certificates) will be treated as REMIC Regular Interests in the Master REMIC. The Class 1-A-9 Certificates (hereafter, the “Benefited Regular Certificates”) will be treated as representing interests in REMIC Regular Interests in the Master REMIC and entitlements to receive payments of Yield Supplement Amounts. Holders of Benefited Regular Certificates must allocate the purchase price for their Benefited Regular Certificates between the REMIC Regular Interest component and the Yield Supplement component.

Upon the issuance of the Certificates, Tax Counsel will deliver its opinion concluding, assuming compliance with the pooling and servicing agreement, for federal income tax purposes, that each REMIC described in the pooling and servicing agreement will qualify as a REMIC within the meaning of Section 860D of the Code, and that the Regular Certificates will represent regular interests in a REMIC. Moreover, Tax Counsel will deliver an opinion concluding that the interests of the holders of the Benefited Regular Certificates with respect to Yield Supplement Amounts will represent, for federal income tax purposes, contractual rights coupled with regular interests within the meaning of Treasury regulations §1.860G-2(i).

Taxation of the Regular Certificates and the REMIC Regular Interest Components of the Benefited Regular Certificates

The Regular Certificates (and the REMIC Regular Interest components of the Benefited Regular Certificates) will be treated as debt instruments issued by the Master REMIC for federal income tax purposes. Income on the Regular Certificates (and the REMIC Regular Interest components of the Benefited Regular Certificates) must be reported under an accrual method of accounting. Under an accrual method of accounting, interest income may be required to be included in a holder’s gross income in advance of the holder’s actual receipt of that interest income.

Each Class 1-A-6, Class 1-A-7, Class 1-A-14, Class 1-A-15, Class 1-A-17 and Class 1-A-18 and, although the tax treatment is not entirely certain, each notional amount certificate will be treated as having been issued with OID in an amount equal to the excess of (1) the sum of all expected payments on the certificate determined under the applicable prepayment assumption over (2) the price at which the certificate was issued. Although unclear, a holder of a notional amount certificate may be entitled to deduct a loss to the extent that its remaining basis exceeds the maximum amount of future payments to which the certificateholder would be entitled if there were no further prepayments on the mortgage loans. Certain other classes of Regular Certificates (including the REMIC Regular Interest components of the Benefited Regular Certificates) may also be treated as having been issued with OID. For purposes of determining the amount and rate of accrual of OID and market discount, the issuing entity intends to assume that there will be prepayments on the mortgage loans at a rate equal to 300% of the Prepayment Assumption. No representation is made that the mortgage loans will prepay at the foregoing rate or any other rate. See “Yield, Prepayment and Maturity Considerations” and “Material Federal Income Tax Consequences” in the prospectus. Computing accruals of OID in the manner described in the prospectus may (depending on the actual rate of prepayments during the accrual period) result in the accrual of negative amounts of OID on the certificates issued with OID in an accrual period. Holders will be entitled to offset negative accruals of OID only against future OID accruals on their certificates.

If the holders of any Regular Certificates are treated as acquiring their certificates (or REMIC Regular Interest components of Benefited Regular Certificates) at a premium, the holders are encouraged to consult their tax advisors regarding the election to amortize bond premium and the method to be employed. See “Material Federal Income Tax Consequences — Taxation of Debt Securities — Premium” in the prospectus.

Disposition of Regular Certificates and REMIC Regular Interest Components of Benefited Regular Certificates

Assuming that the Regular Certificates are held as “capital assets” within the meaning of Section 1221 of the Code, gain or loss on the disposition of the Certificates (and gain or loss on the disposition of the REMIC Regular Interest component of a Benefited Regular Certificate) should result in capital gain or loss. Such gain, however, will be treated as ordinary income, to the extent it does not exceed the excess (if any) of:

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(1)the amount that would have been includible in the holder’s gross income with respect to the Regular Certificate (or REMIC Regular Interest component) had income thereon accrued at a rate equal to 110% of the applicable federal rate as defined in Section 1274(d) of the Code determined as of the date of purchase of the Certificate

over

(2)the amount actually included in such holder’s income.

Tax Treatment For Certain Purposes

As described more fully under “Material Federal Income Tax Consequences” in the prospectus, the Regular Certificates (and the REMIC Regular Interest components of the Benefited Regular Certificates) will represent “real estate assets” under Section 856(c)(5)(B) of the Code and qualifying assets under Section 7701(a)(19)(C) of the Code in the same (or greater) proportion that the assets of the issuing entity will be so treated, and income on the Regular Certificates (and the REMIC Regular Interest components of the Benefited Regular Certificates) will represent “interest on obligations secured by mortgages on real property or on interests in real property” under Section 856(c)(3)(B) of the Code in the same (or greater) proportion that the income on the assets of the issuing entity will be so treated. The Regular Certificates (and the REMIC Regular Interest component of the Benefited Regular Certificates but not the Yield Supplement component) will represent qualifying assets under Section 860G(a)(3) of the Code if acquired by a REMIC within the prescribed time periods of the Code.

Yield Supplement Amounts

The following discussions assume that the rights of the holders of the Benefited Regular Certificates with respect to Yield Supplement Amounts will be treated as rights under a notional principal contract rather than as interests in a partnership for federal income tax purposes. If these rights were treated as representing interests in an entity taxable as a partnership for federal income tax purposes, then there could be different tax timing consequences to all such certificateholders and different withholding tax consequences on payments to certificateholders who are non-U.S. Persons. Prospective investors in the Benefited Regular Certificates are encouraged to consult their tax advisors regarding their appropriate tax treatment.

The Rights of the Benefited Regular Certificates With Respect to Yield Supplement Amounts

For tax information reporting purposes, the trustee (1) will treat the Yield Supplement Amounts rights of the Benefited Regular Certificates as rights to receive payments under a notional principal contract and (2) anticipates assuming that these rights will have an insubstantial value relative to the value of the Regular Interest components of the Benefited Regular Certificates. The IRS could, however, successfully argue that the Yield Supplement components of the Benefited Regular Certificates have a greater value. Similarly, the trustee could determine that the Yield Supplement components of the Benefited Regular Certificates have a greater value. In either case, the REMIC Regular Interest components of the Benefited Regular Certificates could be viewed as having been issued with either an additional amount of OID (which could cause the total amount of discount to exceed a statutorily defined de minimis amount) or with less premium (which would reduce the amount of premium available to be used as an offset against interest income). See “Material Federal Income Tax Consequences — Taxation of the REMIC and Its Holders” and “— Taxation of the REMIC” in the prospectus. In addition, the Yield Supplement components could be viewed as having been purchased at a higher cost. These changes could affect the timing and amount of income and deductions on the REMIC Regular Interest components and Yield Supplement components.

The portion of the overall purchase price of a Benefited Regular Certificate attributable to the Yield Supplement component must be amortized over the life of the Certificate, taking into account the declining balance of the related REMIC Regular Interest component. Treasury regulations concerning notional principal contracts provide alternative methods for amortizing the purchase price of a notional principal contract. Under one method — the level yield constant interest method — the price paid for the Yield Supplement component would be amortized over the life of the Yield Supplement component as though it were the principal amount of a loan bearing interest at a reasonable rate. Holders are urged to consult their tax advisors concerning the methods that can be employed to amortize the portion of the purchase price paid for the Yield Supplement component of a Benefited Regular Certificate.

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Any payments received by a holder of a Benefited Regular Certificate as Yield Supplement Amounts will be treated as periodic payments received under a notional principal contract. For any taxable year, to the extent the sum of the periodic payments received exceeds the amortization of the purchase price of the Yield Supplement component, such excess will be ordinary income. Conversely, to the extent the amortization of the purchase price exceeds the periodic payments, such excess will be allowable as an ordinary deduction. In the case of an individual, such deduction will be subject to the 2 percent floor imposed on miscellaneous itemized deductions under Section 67 of the Code and may be subject to the overall limitation on itemized deductions imposed under Section 68 of the Code. In addition, miscellaneous itemized deductions are not allowed for purposes of computing the alternative minimum tax.

Dispositions of the Yield Supplement Component

Upon the sale, exchange, or other disposition of a Benefited Regular Certificate, the Benefited Regular Certificateholder must allocate the amount realized between the Regular Interest component and the Yield Supplement component based on the relative fair market values of those components at the time of sale. Assuming a Benefited Regular Certificate is held as a “capital asset” within the meaning of Section 1221 of the Code, any gain or loss on the disposition of the Yield Supplement component should be capital gain or loss.

Tax Treatment For Certain Purposes

The Yield Supplement components of the Benefited Regular Certificates will not qualify as assets described in Section 7701(a)(19)(C) of the Code or as real estate assets under Section 856(c)(5)(B) of the Code. In addition, because of the Yield Supplement component, holders of the Benefited Regular Certificates are encouraged to consult with their tax advisors before resecuritizing those Certificates in a REMIC.

Residual Certificates

The holders of the Residual Certificates must include the taxable income of each underlying REMIC (if any) and the Master REMIC in their federal taxable income. The resulting tax liability of the holders may exceed cash distributions to them during certain periods. All or a portion of the taxable income from a Residual Certificate recognized by a holder may be treated as “excess inclusion” income, which, with limited exceptions, cannot be reduced by deductions (including net operating losses) and in all cases, is subject to U.S. federal income tax.

In computing alternative minimum taxable income, the special rule providing that taxable income cannot be less than the sum of the taxpayer’s excess inclusions for the year does not apply. However, a taxpayer’s alternative minimum taxable income cannot be less than the sum of the taxpayer’s excess inclusions for the year. In addition, the amount of any alternative minimum tax net operating loss is determined without regard to any excess inclusions.

Effective August 1, 2006, temporary regulations issued by the Internal Revenue Service (the “Temporary regulations”) have modified the general rule that excess inclusions from a REMIC residual interest are not includible in the income of a foreign person (or subject to withholding tax) until paid or distributed. The new regulations accelerate the time both for reporting, and tax withholding on, excess inclusions allocated to the foreign equity holders of partnerships and certain other pass-through entities. The new rules also provide that excess inclusions are United States sourced income. The timing rules apply to a particular REMIC residual interest and a particular foreign person, if the first allocation of income from the residual interest to the foreign person occurs after July 31, 2006. The source rules apply for taxable years ending after August 1, 2006.

Under the Temporary regulations, in the case of REMIC residual interests held by a foreign person through a partnership, the amount of excess inclusion income allocated to the foreign partner is deemed to be received by the foreign partner on the last day of the partnership’s taxable year except to the extent that the excess inclusion was required to be taken into account by the foreign partner at an earlier time under Section 860G(b) of the Code as a result of a distribution by the partnership to the foreign partner or a disposition in whole or in part of the foreign partner’s indirect interest in the REMIC residual interest. A disposition in whole or in part of the foreign partner’s indirect interest in the REMIC residual interest may occur as a result of a termination of the REMIC, a disposition of the partnership’s residual interest in the REMIC, a disposition of the foreign partner’s interest in the partnership, or any other reduction in the foreign partner’s allocable share of the portion of the REMIC net income or deduction allocated to the partnership.

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Similarly, in the case of a REMIC residual interest held by a foreign person as a shareholder of a real estate investment trust or regulated investment company, as a participant in a common trust fund or as a patron in an organization subject to part I of subchapter T (cooperatives), the amount of excess inclusion allocated to the foreign person must be taken into income at the same time that other income from the trust, company, fund, or organization would be taken into account.

Under the Temporary regulations, excess inclusions allocated to a foreign person (whether as a partner or holder of an interest in a pass-through entity) are expressly made subject to withholding tax. In addition, in the case of excess inclusions allocable to a foreign person as a partner, the Temporary regulations eliminate an important exception to the withholding requirements under which a withholding agent unrelated to a payee is obligated to withhold on a payment only to the extent that the withholding agent has control over the payee’s money or property and knows the facts giving rise to the payment.

Purchasers of a Residual Certificate (that is, one of the Class A-R Certificates) are encouraged to consider carefully the tax consequences of an investment in Residual Certificates discussed in the prospectus and consult their tax advisors with respect to those consequences. See “Material Federal Income Tax Consequences — Taxation of Holders of Residual Interests — Excess Inclusions” in the prospectus. In particular, prospective holders of Residual Certificates are encouraged to consult their tax advisors regarding whether a Residual Certificate will be treated as a “noneconomic” residual interest, as a “tax avoidance potential” residual interest or as both. Among other things, holders of Noneconomic Residual Certificates should be aware of REMIC regulations that govern the treatment of “inducement fees” and that may affect their ability to transfer their Residual Certificates. See “Material Federal Income Tax Consequences —Taxation of the REMIC and Its Holders,” “—Taxation of Holders of Residual Interests — Restrictions on Ownership and Transfer of Residual Interests,” and “— Tax Treatment of Foreign Investors,” “Material Federal Income Tax Consequences — Taxation of Holders of Residual Interests — Mark to Market Rules,” “— Excess Inclusions” and “— Treatment of Inducement Fees” and “— Foreign Investors” in the prospectus.

Additionally, for information regarding Prohibited Transactions and Treatment of Realized Losses, see “Material Federal Income Tax Consequences — Taxation of the REMIC— Prohibited Transactions and Contributions Tax” in the prospectus.

As a result of the Economic Growth and Tax Relief Reconciliation Act of 2001 (the “2001 Act”), limitations imposed by Section 68 of the Code on claiming itemized deductions will be phased-out commencing in 2006, which will affect individuals holding Residual Certificates. In addition, as a result of the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “2003 Act”), the backup withholding rate has been reduced to 28%. Unless they are amended, these provisions of the 2001 Act and the 2003 Act will no longer apply for taxable years beginning after December 31, 2010. See “Material Federal Income Tax Consequences” in the prospectus. Investors are encouraged to consult their tax advisors with respect to both statutes.

Other Taxes

No representations are made regarding the tax consequences of the purchase, ownership or disposition of the certificates under any state, local or foreign tax law.

All investors are encouraged to consult their tax advisors regarding the federal, state, local or foreign tax consequences of purchasing, owning or disposing of the certificates.

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ERISA Considerations

Any fiduciary of an employee benefit plan or other plan or arrangement (such as an individual retirement account or Keogh plan) that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Code (a “Plan”), that proposes to cause the Plan to acquire any of the offered certificates (directly or indirectly through investment by an entity or account holding assets of the Plan) is encouraged to consult with its counsel with respect to the potential consequences of the Plan’s acquisition and ownership of the certificates under ERISA and Section 4975 of the Code. See “ERISA Considerations” in the prospectus. Section 406 of ERISA prohibits “parties in interest” with respect to an employee benefit plan subject to ERISA from engaging in various different types of transactions involving the Plan and its assets unless a statutory, regulatory or administrative exemption applies to the transaction. Section 4975 of the Code imposes excise taxes on prohibited transactions involving “disqualified persons” and Plans described under that Section. ERISA authorizes the imposition of civil penalties for prohibited transactions involving Plans not subject to the requirements of Section 4975 of the Code.

Some employee benefit plans, including governmental plans and some church plans, are not subject to ERISA’s requirements. Accordingly, assets of those plans may be invested in the offered certificates without regard to the ERISA considerations described in this prospectus supplement and in the prospectus, subject to the provisions of other applicable federal and state law. Any of those plans that is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code may be subject to the prohibited transaction rules set forth in Section 503 of the Code.

Investments by Plans or with assets of Plans that are subject to ERISA must satisfy ERISA’s general fiduciary requirements, including the requirement of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. A fiduciary that decides to invest the assets of a Plan in the offered certificates should consider, among other factors, the extreme sensitivity of the investment to the rate of principal payments (including prepayments) on the mortgage loans. It is anticipated that the certificates will constitute “equity interests” in the issuing entity and, in the case of the Class 1-A-9 Certificates, in the Supplemental Interest Trust, for the purpose of the Plan Assets Regulation.

The U.S. Department of Labor has granted to the underwriter an administrative exemption (the “Exemption”) from some of the prohibited transaction rules of ERISA and the related excise tax provisions of Section 4975 of the Code with respect to the initial purchase, the holding and the subsequent resale by Plans of securities, including certificates, in pass-through trusts that consist of specified receivables, loans and other obligations that meet the conditions and requirements of the Exemption. The Exemption applies to mortgage loans such as the mortgage loans in the issuing entity. The Exemption extends exemptive relief to certificates, including subordinated certificates, rated in the four highest generic rating categories in certain designated transactions when the conditions of the Exemption, including the requirement that an investing Plan be an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as amended, are met.

The Exemption provides exemptive relief to certain mortgage-backed and asset-backed securities transactions using a pre-funding account. Mortgage loans or other secured receivables supporting payments to certificateholders, and having a value equal to no more than twenty-five percent (25%) of the total principal amount of the certificates being offered by the entity, may be transferred to the entity within a 90-day or three-month period following the closing date, instead of being required to be either identified or transferred on or before the closing date. The relief is available when the pre-funding arrangements satisfy certain conditions.

For a general description of the Exemption and the conditions that must be satisfied for the Exemption to apply, see “ERISA Considerations” in the prospectus.

Except as provided below with regard to the supplemental interest trust, it is expected that the Exemption will apply to the acquisition and holding by Plans of the offered certificates (other than the Class X and Class A-R Certificates) and that all conditions of the Exemption other than those within the control of the investors will be met. In addition, as of the date hereof, there is no single mortgagor that is the obligor on five percent (5%) of the mortgage loans included in the issuing entity by aggregate unamortized principal balance of the assets of the issuing entity.

The rating of a certificate may change. If a class of certificates no longer has a rating of at least BBB- (or its equivalent) from at least one of S&P, Fitch, or Moody’s, certificates of that class will no longer be eligible for relief under the Exemption (although a Plan that had purchased the certificate when it had an investment-grade rating would not be required by the Exemption to dispose of it).

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Because the Class X Certificates are not being purchased by any underwriter to whom an exemption similar to the Exemption has been granted, the Class X Certificates do not currently meet the requirements of the Exemption or any comparable individual administrative exemption granted to any underwriter. Consequently, the Class X Certificates may be transferred only if the conditions in the first or third bullet points in the next paragraph are met.

Because the characteristics of the Class A-R Certificates may not meet the requirements of the Exemption, or any other issued exemption under ERISA, a Plan may have engaged in a prohibited transaction giving rise to excise taxes or civil penalties if it purchases and holds Class A-R Certificates. Consequently, transfers of the Class A-R Certificates (and of certificates of any class that, because of a change of rating, no longer satisfy the rating requirement of the Exemption) will not be registered by the trustee unless the trustee receives:

·   a representation from the transferee of the certificate, acceptable to and in form and substance satisfactory to the trustee, that the transferee is not a Plan, or a person acting on behalf of a Plan or using a Plan’s assets to effect the transfer;

·   a representation that the transferee is an insurance company which is purchasing the certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) ) and that the purchase and holding of the certificate satisfy the requirements for exemptive relief under Sections I and III of PTCE 95-60; or

·   an opinion of counsel satisfactory to the trustee that the purchase and holding of the certificate by a Plan, or a person acting on behalf of a Plan or using a Plan’s assets, will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the trustee or the master servicer to any obligation in addition to those undertaken in the pooling and servicing agreement.

The first representation will be deemed to have been made by the transferee’s acceptance of a Class X Certificate. If the representation is not true, or any attempt to transfer to a Plan or person acting on behalf of a Plan or using a Plan’s assets is initiated without the required opinion of counsel, the attempted transfer or acquisition shall be void.

Prospective Plan investors are encouraged to consult with their legal advisors concerning the impact of ERISA and the Code, the effect of the Plan Assets Regulation and the applicability of the Exemption described in the prospectus, and the potential consequences in their specific circumstances, before making an investment in any of the offered certificates. Moreover, each Plan fiduciary is encouraged to determine whether, under the general fiduciary standards of investment prudence and diversification, an investment in any of the offered certificates is appropriate for the Plan, taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.

The sale of certificates to a Plan is in no respect a representation by the issuing entity or any underwriter of the certificates that this investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that this investment is appropriate for Plans generally or any particular Plan.

ERISA Considerations With Respect to the Supplemental Interest Trust

For so long as the holder of a Class 1-A-9 Certificate is entitled to receive distributions under the reserve fund from the supplemental interest trust, any person purchasing a Class 1-A-9 Certificate otherwise eligible for purchase by Plans under the Exemption will be deemed to have acquired for purposes of ERISA and Section 4975 of the Code two assets: the right to receive payments from the issuing entity with respect to such Certificate without taking into account the right to receive payments from the supplemental interest trust, together with the right to receive payments from the supplemental interest trust. The Exemption may not apply to the acquisition, holding or resale of the right to receive payments from the supplemental interest trust by a Plan.

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Accordingly, no Plan or other person using assets of a Plan may acquire or hold a Class 1-A-9 Certificate otherwise eligible for the Exemption before the Distribution Date in May 2008, unless such acquisition or holding is eligible for the exemptive relief available under Department of Labor Prohibited Transaction Class Exemption 84-14 (for transactions by independent “qualified professional asset managers”), 91-38 (for transactions by bank collective investment funds), 90-1 (for transactions by insurance company pooled separate accounts), 95-60 (for transactions by insurance company general accounts), 96-23 (for transactions effected by “in-house asset managers”) or the service provider exemption provided by Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code. Plan fiduciaries should consult their legal counsel concerning this issue. Each beneficial owner of a Class 1-A-9 Certificate or any interest therein, shall be deemed to have represented, by virtue of its acquisition or holding of the Class 1-A-9 Certificate, or interest therein, that either (i) it is not a Plan or (ii) the acquisition and holding of such Certificate are eligible for the exemptive relief available under one of the five prohibited transaction class exemptions or the statutory exemption as required immediately above.

If any Class 1-A-9 Certificate, or any interest therein, is acquired or held in violation of the provisions of the preceding paragraph, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Class 1-A-9 Certificate, retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of a Class 1-A-9 Certificate, or interest therein, was effected in violation of the provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the trustee, the depositor, the sellers and the master servicer from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.

Method of Distribution

Subject to the terms and conditions set forth in the underwriting agreement between the depositor and Credit Suisse Securities (USA) LLC (“Credit Suisse” or the “underwriter”), the depositor has agreed to sell to Credit Suisse and Credit Suisse has agreed to purchase from the depositor the offered certificates (other than the Class X Certificates) (the “Underwritten Certificates”).

Distribution of the Underwritten Certificates will be made by the underwriter from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. The underwriter may effect such transactions by selling the Underwritten Certificates to or through dealers and such dealers may receive from the underwriter, for which they act as agent, compensation in the form of underwriting discounts, concessions or commissions. The underwriter and any dealers that participate with the underwriter in the distribution of the Underwritten Certificates may be deemed to be an underwriter, and any discounts, commissions or concessions received by them, and any profits on resale of the Underwritten Certificates purchased by them, may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended.

The depositor has been advised by the underwriter that it intends to make a market in the Underwritten Certificates purchased by it but the underwriter has no obligation to do so. There can be no assurance that a secondary market for the Underwritten Certificates will develop or, if it does develop, that it will continue or that it will provide certificateholders with a sufficient level of liquidity of investment.

The depositor has agreed to indemnify the underwriter against, or make contributions to the underwriter with respect to, liabilities, customarily indemnified against, including liabilities under the Securities Act of 1933, as amended.

From time to time, the underwriter or its affiliates may perform investment banking and advisory services for, and may provide general financing and banking services to, affiliates of the depositor.

S-98

The Class X Certificates may be offered by Countrywide Home Loans or the depositor from time to time directly or through underwriters or agents (either of which may include Countrywide Securities Corporation, an affiliate of the sellers, the depositor and the master servicer) in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of sale, in one or more separate transactions at prices to be negotiated at the time of each sale. Any underwriters or agents that participate in the distribution of the Class X Certificates may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 and any profit on the sale of those certificates by them and any discounts, commissions, concessions or other compensation received by any of them may be deemed to be underwriting discounts and commissions under the Securities Act.

Legal Matters

The validity of the certificates, including their material federal income tax consequences, will be passed upon for the depositor by Sidley Austin llp, New York, New York. Certain legal matters will be passed upon for the underwriter by McKee Nelson LLP.

Ratings

It is a condition to the issuance of the senior certificates that they be assigned the respective ratings set forth in the Summary of this prospectus supplement. The depositor has requested that Fitch and S&P maintain ongoing surveillance of the ratings assigned to the offered certificates in accordance with their respective policies, but we cannot assure you that Fitch or S&P will continue its surveillance of the ratings assigned to the offered certificates.

The ratings assigned by Fitch to mortgage pass-through certificates address the likelihood of the receipt of all distributions on the mortgage loans by the related certificateholders under the agreements pursuant to which the certificates are issued. Fitch’s ratings take into consideration the credit quality of the related mortgage pool, including any credit support providers, structural and legal aspects associated with the certificates, and the extent to which the payment stream on the mortgage pool is adequate to make the payments required by the certificates. The ratings assigned by Fitch to the notional amount certificates do not address whether investors will recoup their initial investment. The rating assigned by Fitch to the Class A-R Certificates only addresses the return of its Class Certificate Balance and interest thereon at its pass-through rate. The rating assigned by Fitch to the Class 1-A-9 Certificates does not address the likelihood of any payments made from the Reserve Fund.

The ratings assigned by S&P to mortgage pass-through certificates address the likelihood of the receipt of all distributions on the mortgage loans by the related certificateholders under the agreements pursuant to which the certificates are issued. S&P’s ratings take into consideration the credit quality of the related mortgage pool, including any credit support providers, structural and legal aspects associated with the certificates, and the extent to which the payment stream on the mortgage pool is adequate to make the payments required by the certificates. The ratings assigned by S&P to the notional amount certificates do not address whether investors will recoup their initial investment. The rating assigned by S&P to the Class A-R Certificates only addresses the return of its Class Certificate Balance and interest thereon at its pass-through rate. The rating assigned by S&P to the Class 1-A-9 Certificates does not address the likelihood of any payments made from the Reserve Fund.

The ratings of the rating agencies listed above do not address the possibility that, as a result of principal prepayments, certificateholders may receive a lower than anticipated yield. The security ratings assigned to the offered certificates should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating agencies.

The depositor has not requested a rating of the offered certificates by any rating agency other than the rating agencies listed above; there can be no assurance, however, as to whether any other rating agency will rate the offered certificates or, if it does, what rating would be assigned by the other rating agency. The ratings assigned by the other rating agency to the offered certificates could be lower than the respective ratings assigned by the rating agencies listed above.

S-99

Principal Balance Schedules

The Principal Balance Schedules have been prepared on the basis of the structuring assumptions and the assumption that the mortgage loans prepay at the constant rate or range of rates set forth below:

Principal Balance Schedule	Related Classes of Certificates	Prepayment Assumption Rate or Range of Rates
Schedule 1: Aggregate Planned Balance	Class 1-A-22 and Class 1-A-23 Certificates	0% to 300% of the Prepayment Assumption
Schedule 2: Aggregate Planned Balance	Class 1-A-5 and 1-A-6 Certificates	100% to 101% of the Prepayment Assumption
Schedule 3: Aggregate Planned Balance	Class 1-A-5, 1-A-6, Class 1-A-7, Class 1-A-22 and Class 1-A-23 Certificates	140% to 300% of the Prepayment Assumption
Schedule 4: Aggregate Targeted Balance	Class 1-A-9, Class 1-A-17 and 1-A-19 Certificates	6% CPR

A constant prepayment rate (“CPR”) represents an assumed rate of prepayment each month of the then outstanding principal balance of a pool of mortgage loans.

There is no assurance that the Class Certificate Balance of the Aggregate Planned Balance Classes or the Aggregate Targeted Balance Classes will conform on any Distribution Date to the Aggregate Planned Balance or Aggregate Targeted Balance specified for such Distribution Date in the applicable Principal Balance Schedule herein, or that distribution of principal on such classes will end on the respective Distribution Dates specified therein. Because any excess of the amounts available for distributions of principal on these classes of certificates over the amount necessary to reduce their Class Certificate Balances to the amount set forth in the applicable Principal Balance Schedule will be distributed, the ability to so reduce the Class Certificate Balance of such classes of certificates will not be enhanced by the averaging of high and low principal payments as might be the case if any such excess amounts were held for future application and not distributed monthly. In addition, even if prepayments remain at the rate or within the range specified above, the amounts available for distribution of principal of these classes of certificates on any Distribution Date may be insufficient to reduce such classes of certificates to the amount set forth in the applicable Principal Balance Schedule. Moreover, because of the diverse remaining terms to maturity, these classes of certificates may not be reduced to the amount set forth in the applicable Principal Balance Schedule, even if prepayments occur at the rate or within the range specified above.

Distribution Date	Schedule 1 ($)		Schedule 2 ($)		Schedule 3 ($)		Schedule 4 ($)
Initial		20,648,250.00		100,316,000.00		126,132,629.00		61,555,000.00
June 25, 2007		20,648,250.00		100,070,788.05		125,883,173.17		60,088,315.66
July 25, 2007		20,648,250.00		99,801,405.14		125,563,938.88		58,699,676.73
August 25, 2007		20,648,250.00		99,482,079.63		125,174,991.48		57,389,007.21
September 25, 2007		20,648,250.00		99,112,872.64		124,716,411.16		56,156,181.98
October 25, 2007		20,648,250.00		98,693,870.73		124,188,327.59		55,001,026.65
November 25, 2007		20,499,982.34		98,373,453.58		123,590,920.03		53,923,317.45
December 25, 2007		20,350,919.18		98,004,286.51		122,924,417.34		52,922,781.25
January 25, 2008		20,201,056.23		97,586,536.70		122,189,097.96		51,999,095.52
February 25, 2008		20,050,389.21		97,120,396.68		121,385,289.81		51,151,888.49
March 25, 2008		19,898,913.81		96,606,084.34		120,513,370.14		50,380,739.27
April 25, 2008		19,746,625.68		96,043,842.81		119,573,765.31		49,685,178.07
May 25, 2008		19,593,520.48		95,433,940.29		118,566,950.55		49,064,686.43
June 25, 2008		19,439,593.80		94,776,670.02		117,493,449.59		48,518,697.62
July 25, 2008		19,284,841.25		94,072,350.01		116,353,834.31		48,046,596.94
August 25, 2008		19,129,258.40		93,321,322.95		115,148,724.28		47,647,722.24
September 25, 2008		18,972,840.79		92,523,955.96		113,878,786.26		47,321,364.37
October 25, 2008		18,815,583.93		91,680,640.40		112,544,733.63		47,066,767.75

S-100

Distribution Date	Schedule 1 ($)	Schedule 2 ($)	Schedule 3 ($)	Schedule 4 ($)
November 25, 2008	18,657,483.34	90,791,791.58	111,147,325.78	46,883,131.02
December 25, 2008	18,498,534.48	89,857,848.55	109,687,367.43	46,769,607.68
January 25, 2009	18,338,732.79	88,879,273.79	108,165,707.91	46,709,898.61
February 25, 2009	18,178,073.71	87,856,552.90	106,583,240.35	46,649,891.00
March 25, 2009	18,016,552.64	86,790,194.28	104,940,900.89	46,589,583.35
April 25, 2009	17,854,164.94	85,680,728.80	103,239,667.71	46,528,974.16
May 25, 2009	17,690,905.98	84,528,709.41	101,480,560.15	46,468,061.92
June 25, 2009	17,526,771.06	83,334,710.79	99,664,637.70	46,406,845.13
July 25, 2009	17,361,755.51	82,099,328.90	97,792,998.92	46,345,322.24
August 25, 2009	17,195,854.58	80,823,180.62	95,866,780.41	46,283,491.75
September 25, 2009	17,029,063.53	79,506,903.24	93,887,155.59	46,221,352.10
October 25, 2009	16,861,377.59	78,151,154.07	91,855,333.60	46,158,901.75
November 25, 2009	16,692,791.94	76,781,095.08	89,806,550.47	46,096,139.16
December 25, 2009	16,523,301.78	75,419,886.69	87,773,073.60	46,033,062.75
January 25, 2010	16,352,902.23	74,067,493.26	85,754,791.30	45,969,670.95
February 25, 2010	16,181,588.43	72,723,879.33	83,751,592.72	45,905,962.20
March 25, 2010	16,009,355.47	71,389,009.70	81,763,367.78	45,841,934.91
April 25, 2010	15,836,198.41	70,062,849.41	79,790,007.24	45,777,587.47
May 25, 2010	15,662,112.29	68,745,363.72	77,831,402.65	45,712,918.30
June 25, 2010	15,487,092.15	67,436,518.10	75,887,446.33	45,647,925.79
July 25, 2010	15,311,132.95	66,136,278.32	73,958,031.43	45,582,608.31
August 25, 2010	15,134,229.67	64,844,610.31	72,043,051.84	45,516,964.25
September 25, 2010	14,956,377.23	63,561,480.28	70,142,402.26	45,450,991.96
October 25, 2010	14,777,570.55	62,286,854.63	68,255,978.15	45,384,689.81
November 25, 2010	14,597,804.50	61,020,700.01	66,383,675.71	45,318,056.16
December 25, 2010	14,417,073.95	59,762,983.29	64,525,391.94	45,251,089.33
January 25, 2011	14,235,373.70	58,513,671.59	62,681,024.57	45,183,787.67
February 25, 2011	14,052,698.57	57,272,732.22	60,850,472.08	45,116,149.50
March 25, 2011	13,869,043.31	56,040,132.73	59,033,633.70	45,048,173.14
April 25, 2011	13,684,402.68	54,815,840.89	57,230,409.39	44,979,856.90
May 25, 2011	13,498,771.38	53,599,824.71	55,440,699.86	44,911,199.08
June 25, 2011	13,312,144.10	52,392,052.40	53,664,406.51	44,842,197.97
July 25, 2011	13,124,515.49	51,192,492.40	51,901,431.51	44,772,851.85
August 25, 2011	12,935,880.19	50,001,113.37	50,151,677.70	44,703,159.01
September 25, 2011	12,746,232.78	48,817,884.21	48,415,048.67	44,633,117.69
October 25, 2011	12,555,567.85	47,642,773.99	46,691,448.68	44,562,726.18
November 25, 2011	12,363,879.93	46,475,752.04	44,980,782.73	44,491,982.70
December 25, 2011	12,171,163.53	45,316,787.91	43,282,956.49	44,420,885.51
January 25, 2012	11,977,413.14	44,165,851.32	41,597,876.32	44,349,432.83
February 25, 2012	11,782,623.20	43,022,912.27	39,925,449.27	44,277,622.89
March 25, 2012	11,586,788.15	41,887,940.91	38,265,583.09	44,205,453.89
April 25, 2012	11,389,902.36	40,760,907.66	36,618,186.17	44,132,924.06
May 25, 2012	11,191,960.21	39,641,783.12	34,983,167.59	44,060,031.57
June 25, 2012	11,015,893.03	38,716,757.37	33,651,629.99	43,986,774.62
July 25, 2012	10,838,893.59	37,799,283.76	32,331,896.79	43,913,151.39
August 25, 2012	10,660,957.03	36,889,333.89	31,023,881.95	43,839,160.04
September 25, 2012	10,482,078.47	35,986,879.54	29,727,500.11	43,764,798.73
October 25, 2012	10,302,253.02	35,091,892.72	28,442,666.56	43,690,065.62
November 25, 2012	10,121,475.75	34,204,345.63	27,169,297.29	43,614,958.84
December 25, 2012	9,939,741.71	33,324,210.70	25,907,308.93	43,539,476.53
January 25, 2013	9,757,045.92	32,451,460.57	24,656,618.77	43,463,616.80
February 25, 2013	9,573,383.40	31,586,068.05	23,417,144.77	43,387,377.78
March 25, 2013	9,388,749.11	30,728,006.21	22,188,805.53	43,310,757.56
April 25, 2013	9,203,138.01	29,877,248.30	20,971,520.30	43,233,754.24
May 25, 2013	9,016,545.02	29,033,767.77	19,778,015.47	43,156,365.91
June 25, 2013	8,836,835.86	28,254,571.73	18,815,973.50	43,078,590.63
July 25, 2013	8,656,178.33	27,482,296.33	17,882,598.39	43,000,426.48
August 25, 2013	8,474,567.55	26,716,915.63	16,977,485.59	42,921,871.50
September 25, 2013	8,291,998.58	25,958,403.95	16,100,244.61	42,842,923.76
October 25, 2013	8,108,466.49	25,206,735.73	15,250,499.26	42,763,581.27
November 25, 2013	7,923,966.30	24,461,885.67	14,427,888.11	42,683,842.07
December 25, 2013	7,738,493.03	23,723,828.61	13,632,064.84	42,603,704.17
January 25, 2014	7,552,041.65	22,992,539.62	12,862,698.78	42,523,165.58
February 25, 2014	7,364,607.12	22,267,993.96	12,119,475.48	42,442,224.31
March 25, 2014	7,176,184.38	21,550,167.06	11,402,097.34	42,360,878.32
April 25, 2014	6,986,768.34	20,839,034.56	10,700,189.86	42,279,125.61
May 25, 2014	6,796,353.88	20,134,572.29	10,012,686.61	42,196,964.13
June 25, 2014	6,621,274.17	19,541,121.17	9,642,850.94	42,114,391.84

S-101

Distribution Date	Schedule 1 ($)	Schedule 2 ($)	Schedule 3 ($)	Schedule 4 ($)
July 25, 2014	6,445,272.19	18,953,461.48	9,280,926.27	42,031,406.69
August 25, 2014	6,268,343.18	18,371,571.23	8,926,763.64	41,948,006.62
September 25, 2014	6,090,482.40	17,795,428.53	8,580,216.75	41,864,189.55
October 25, 2014	5,911,685.04	17,225,011.75	8,241,141.86	41,779,953.39
November 25, 2014	5,731,946.29	16,660,299.37	7,909,397.82	41,695,296.05
December 25, 2014	5,551,261.32	16,101,270.05	7,584,845.97	41,610,215.42
January 25, 2015	5,369,625.27	15,547,902.63	7,267,350.09	41,524,709.39
February 25, 2015	5,187,033.26	15,000,176.11	6,956,776.42	41,438,775.83
March 25, 2015	5,003,480.37	14,458,069.67	6,652,993.54	41,352,412.61
April 25, 2015	4,818,961.69	13,921,562.63	6,355,872.41	41,265,617.56
May 25, 2015	4,633,472.25	13,390,634.51	6,065,286.26	41,178,388.54
June 25, 2015	4,526,358.07	12,893,480.96	5,958,172.08	41,090,723.38
July 25, 2015	4,421,548.31	12,397,648.46	5,853,362.32	41,002,619.89
August 25, 2015	4,318,997.77	11,903,161.86	5,750,811.78	40,914,075.88
September 25, 2015	4,218,662.11	11,410,045.26	5,650,476.12	40,825,089.16
October 25, 2015	4,120,497.79	10,918,322.08	5,552,311.80	40,735,657.49
November 25, 2015	4,024,462.09	10,428,015.01	5,456,276.10	40,645,778.68
December 25, 2015	3,930,513.09	9,939,146.08	5,362,327.10	40,555,450.46
January 25, 2016	3,838,609.64	9,451,736.65	5,270,423.65	40,464,670.61
February 25, 2016	3,748,711.37	8,965,807.40	5,180,525.38	40,373,436.85
March 25, 2016	3,660,778.63	8,481,378.42	5,092,592.64	40,281,746.93
April 25, 2016	3,574,772.55	7,998,469.12	5,006,586.56	40,189,598.56
May 25, 2016	3,490,654.97	7,517,098.31	4,922,468.98	40,096,989.45
June 25, 2016	3,490,628.70	7,048,994.98	4,922,442.71	40,003,917.29
July 25, 2016	3,490,602.88	6,583,313.16	4,922,416.89	39,910,379.77
August 25, 2016	3,490,577.49	6,120,040.31	4,922,391.50	39,816,374.56
September 25, 2016	3,490,552.54	5,659,163.87	4,922,366.55	39,721,899.33
October 25, 2016	3,490,528.01	5,200,671.43	4,922,342.02	39,626,951.72
November 25, 2016	3,490,503.90	4,744,550.59	4,922,317.91	39,531,529.37
December 25, 2016	3,490,480.21	4,290,789.02	4,922,294.22	39,435,629.91
January 25, 2017	3,490,456.91	3,839,374.49	4,922,270.92	39,339,250.95
February 25, 2017	3,490,434.01	3,390,294.79	4,922,248.02	39,242,390.10
March 25, 2017	3,490,411.50	2,943,537.80	4,922,225.51	39,145,044.94
April 25, 2017	3,490,389.38	2,499,091.44	4,922,203.39	39,047,213.06
May 25, 2017	3,490,367.63	2,056,943.72	4,922,181.64	38,948,892.02
June 25, 2017	3,490,345.04	1,546,564.79	4,922,159.05	38,850,079.37
July 25, 2017	3,490,322.84	1,038,814.26	4,922,136.85	38,750,772.66
August 25, 2017	3,490,301.03	533,678.48	4,922,115.04	38,650,969.42
September 25, 2017	3,490,279.61	31,143.86	4,922,093.62	38,550,667.16
October 25, 2017	3,490,258.57	0.00	4,922,072.58	38,449,863.39
November 25, 2017	3,490,237.89	0.00	4,922,051.90	38,348,555.60
December 25, 2017	3,490,217.59	0.00	4,922,031.60	38,246,741.27
January 25, 2018	3,490,197.64	0.00	4,922,011.65	38,144,417.87
February 25, 2018	3,490,178.04	0.00	4,921,992.05	38,041,582.85
March 25, 2018	3,490,158.79	0.00	4,921,972.80	37,938,233.66
April 25, 2018	3,490,139.88	0.00	4,921,953.89	37,834,367.72
May 25, 2018	3,490,121.31	0.00	4,921,935.32	37,729,982.45
June 25, 2018	3,490,103.07	0.00	4,921,917.08	37,625,075.26
July 25, 2018	3,490,085.14	0.00	4,921,899.15	37,519,643.53
August 25, 2018	3,490,067.54	0.00	4,921,881.55	37,413,684.64
September 25, 2018	3,490,050.25	0.00	4,921,864.26	37,307,195.96
October 25, 2018	3,490,033.26	0.00	4,921,847.27	37,200,174.83
November 25, 2018	3,490,016.58	0.00	4,921,830.59	37,092,618.60
December 25, 2018	3,404,502.67	0.00	4,836,316.68	36,984,524.58
January 25, 2019	3,243,549.73	0.00	4,675,363.74	36,875,890.10
February 25, 2019	3,085,459.40	0.00	4,517,273.41	36,766,712.44
March 25, 2019	2,930,182.27	0.00	4,361,996.28	36,656,988.90
April 25, 2019	2,777,669.74	0.00	4,209,483.75	36,454,974.68
May 25, 2019	2,627,874.06	0.00	4,059,688.07	36,109,070.49
June 25, 2019	2,480,748.27	0.00	3,912,562.28	35,761,895.20
July 25, 2019	2,336,246.22	0.00	3,768,060.23	35,413,482.15
August 25, 2019	2,194,322.53	0.00	3,626,136.54	35,063,863.95
September 25, 2019	2,054,932.61	0.00	3,486,746.61	34,713,072.43
October 25, 2019	1,918,032.59	0.00	3,349,846.60	34,361,138.74
November 25, 2019	1,783,579.40	0.00	3,215,393.41	34,008,093.30
December 25, 2019	1,651,530.65	0.00	3,083,344.66	33,653,965.87
January 25, 2020	1,521,844.70	0.00	2,953,658.71	33,298,785.48
February 25, 2020	1,394,480.61	0.00	2,826,294.62	32,942,580.50

S-102

Distribution Date	Schedule 1 ($)	Schedule 2 ($)	Schedule 3 ($)	Schedule 4 ($)
March 25, 2020	1,269,398.13	0.00	2,701,212.14	32,585,378.67
April 25, 2020	1,146,557.70	0.00	2,578,371.71	32,227,207.05
May 25, 2020	1,025,920.43	0.00	2,457,734.44	31,868,092.07
June 25, 2020	907,448.10	0.00	2,339,262.11	31,508,059.54
July 25, 2020	791,103.12	0.00	2,222,917.13	31,147,134.65
August 25, 2020	676,848.56	0.00	2,108,662.57	30,785,341.98
September 25, 2020	564,648.12	0.00	1,996,462.13	30,422,705.50
October 25, 2020	454,466.09	0.00	1,886,280.10	30,059,248.65
November 25, 2020	346,267.40	0.00	1,778,081.41	29,694,994.24
December 25, 2020	240,017.55	0.00	1,671,831.56	29,329,964.54
January 25, 2021	135,682.66	0.00	1,567,496.67	28,964,181.24
February 25, 2021	33,229.40	0.00	1,465,043.41	28,597,665.52
March 25, 2021	0.00	0.00	1,364,439.02	28,230,438.02
April 25, 2021	0.00	0.00	1,265,651.31	27,862,518.82
May 25, 2021	0.00	0.00	1,168,648.63	27,493,927.51
June 25, 2021	0.00	0.00	1,073,399.88	27,124,683.16
July 25, 2021	0.00	0.00	979,874.48	26,754,804.35
August 25, 2021	0.00	0.00	888,042.38	26,384,309.15
September 25, 2021	0.00	0.00	797,874.03	26,013,215.17
October 25, 2021	0.00	0.00	709,340.39	25,641,539.55
November 25, 2021	0.00	0.00	622,412.93	25,269,298.91
December 25, 2021	0.00	0.00	537,063.58	24,896,509.48
January 25, 2022	0.00	0.00	453,264.78	24,523,186.99
February 25, 2022	0.00	0.00	370,989.41	24,149,346.76
March 25, 2022	0.00	0.00	290,210.84	23,775,003.66
April 25, 2022	0.00	0.00	210,902.88	23,400,172.12
May 25, 2022	0.00	0.00	133,039.80	23,024,866.16
June 25, 2022	0.00	0.00	56,596.28	22,649,099.41
July 25, 2022	0.00	0.00	0.00	22,254,432.53
August 25, 2022	0.00	0.00	0.00	21,804,104.84
September 25, 2022	0.00	0.00	0.00	21,354,701.02
October 25, 2022	0.00	0.00	0.00	20,906,209.47
November 25, 2022	0.00	0.00	0.00	20,458,618.64
December 25, 2022	0.00	0.00	0.00	20,011,917.00
January 25, 2023	0.00	0.00	0.00	19,566,093.03
February 25, 2023	0.00	0.00	0.00	19,121,135.26
March 25, 2023	0.00	0.00	0.00	18,677,032.21
April 25, 2023	0.00	0.00	0.00	18,233,772.46
May 25, 2023	0.00	0.00	0.00	17,791,344.60
June 25, 2023	0.00	0.00	0.00	17,349,737.22
July 25, 2023	0.00	0.00	0.00	16,908,938.98
August 25, 2023	0.00	0.00	0.00	16,468,938.51
September 25, 2023	0.00	0.00	0.00	16,029,724.51
October 25, 2023	0.00	0.00	0.00	15,591,285.67
November 25, 2023	0.00	0.00	0.00	15,153,610.72
December 25, 2023	0.00	0.00	0.00	14,716,688.39
January 25, 2024	0.00	0.00	0.00	14,280,507.47
February 25, 2024	0.00	0.00	0.00	13,845,056.72
March 25, 2024	0.00	0.00	0.00	13,410,324.97
April 25, 2024	0.00	0.00	0.00	12,976,301.04
May 25, 2024	0.00	0.00	0.00	12,542,973.77
June 25, 2024	0.00	0.00	0.00	12,110,332.04
July 25, 2024	0.00	0.00	0.00	11,678,364.73
August 25, 2024	0.00	0.00	0.00	11,247,060.74
September 25, 2024	0.00	0.00	0.00	10,816,409.02
October 25, 2024	0.00	0.00	0.00	10,386,398.49
November 25, 2024	0.00	0.00	0.00	9,957,018.12
December 25, 2024	0.00	0.00	0.00	9,528,256.89
January 25, 2025	0.00	0.00	0.00	9,100,103.80
February 25, 2025	0.00	0.00	0.00	8,672,547.87
March 25, 2025	0.00	0.00	0.00	8,245,578.13
April 25, 2025	0.00	0.00	0.00	7,819,183.63
May 25, 2025	0.00	0.00	0.00	7,393,353.43
June 25, 2025	0.00	0.00	0.00	6,968,076.63
July 25, 2025	0.00	0.00	0.00	6,421,570.85
August 25, 2025	0.00	0.00	0.00	5,857,438.40
September 25, 2025	0.00	0.00	0.00	5,294,532.02
October 25, 2025	0.00	0.00	0.00	4,732,837.23

S-103

Distribution Date	Schedule 1 ($)	Schedule 2 ($)	Schedule 3 ($)	Schedule 4 ($)
November 25, 2025	0.00	0.00	0.00	4,172,339.57
December 25, 2025	0.00	0.00	0.00	3,613,024.62
January 25, 2026	0.00	0.00	0.00	3,054,878.01
February 25, 2026	0.00	0.00	0.00	2,497,885.37
March 25, 2026	0.00	0.00	0.00	1,942,032.39
April 25, 2026	0.00	0.00	0.00	1,387,304.78
May 25, 2026	0.00	0.00	0.00	833,688.28
June 25, 2026	0.00	0.00	0.00	281,168.67
July 25, 2026 and thereafter	0.00	0.00	0.00	0.00

S-104

Annex A

The Mortgage Pool

The following information sets forth certain characteristics of the Initial Mortgage Loans as of the initial cut-off date. Other than with respect to rates of interest, percentages are approximate and are stated in each case by aggregate Stated Principal Balance of the Initial Mortgage Loans as of the initial cut-off date. Due to rounding, the sum in any column of the following tables may not equal the indicated value.

Mortgage Rates⁽¹⁾

Mortgage Rate (%)	Number of Initial Mortgage Loans		Aggregate Principal Balance Outstanding		Percent of Initial Mortgage Loans			Average Principal Balance Outstanding ($)		Weighted Average Remaining Term to Maturity (Months)		Weighted Average FICO Credit Score		Weighted Average Original Loan-to-Value Ratio (%)
6.250		370	$	231,783,337.73		29.14	%		626,441.45		359		750		70.84
6.375		367		230,819,074.27		29.02			628,934.81		360		746		72.83
6.470		1		428,426.53		0.05			428,426.53		359		747		100.00
6.495		1		427,500.00		0.05			427,500.00		360		775		90.00
6.500		234		149,357,620.69		18.78			638,280.43		360		739		73.57
6.530		1		483,000.00		0.06			483,000.00		360		666		87.82
6.535		1		508,437.87		0.06			508,437.87		352		686		90.00
6.625		119		72,949,413.38		9.17			613,020.28		359		742		75.26
6.750		84		49,552,868.39		6.23			589,915.10		360		735		75.85
6.875		56		36,345,363.27		4.57			649,024.34		360		736		75.72
7.000		15		9,449,201.94		1.19			629,946.80		360		728		76.35
7.125		2		1,487,900.00		0.19			743,950.00		360		689		80.43
7.250		8		4,481,216.52		0.56			560,152.07		360		763		79.69
7.375		2		1,179,500.00		0.15			589,750.00		360		742		78.90
7.500		5		2,608,080.00		0.33			521,616.00		360		740		77.36
7.625		1		536,000.00		0.07			536,000.00		360		715		80.00
8.000		1		472,000.00		0.06			472,000.00		360		722		80.00
8.375		2		1,424,527.62		0.18			712,263.81		359		748		78.87
8.500		1		989,400.26		0.12			989,400.26		359		775		76.15
Total		1,271	$	795,282,868.47		100.00	%

(1) The lender acquired mortgage insurance Initial Mortgage Loans are shown in the preceding table at the mortgage rates net of the interest premium charge by the related lenders. As of the initial cut-off date, the weighted average mortgage rate of the Initial Mortgage Loans (as so adjusted) was approximately 6.458% per annum. Without the adjustment, the weighted average mortgage rate of the Initial Mortgage Loans was approximately 6.459% per annum.

A-1

Annex A

Current Mortgage Loan Principal Balances⁽¹⁾

Range of Current Mortgage Loan Principal Balances ($)	Number of Initial Mortgage Loans		Aggregate Principal Balance Outstanding		Percent of Initial Mortgage Loans			Average Principal Balance Outstanding ($)		Weighted Average Mortgage Rate (%)		Weighted Average Remaining Term to Maturity (Months)		Weighted Average FICO Credit Score		Weighted Average Original Loan-to-Value Ratio (%)
0.01 - 50,000.00		1	$	50,000.00		0.01	%		50,000.00		6.500		359		810		80.00
400,000.01 - 450,000.00		135		59,148,447.50		7.44			438,136.65		6.449		360		741		73.64
450,000.01 - 500,000.00		280		134,094,573.92		16.86			478,909.19		6.461		360		742		73.69
500,000.01 - 550,000.00		205		108,005,190.96		13.58			526,854.59		6.468		360		739		75.75
550,000.01 - 600,000.00		182		105,328,728.25		13.24			578,729.28		6.455		359		744		75.30
600,000.01 - 650,000.00		128		80,965,719.63		10.18			632,544.68		6.456		359		746		73.31
650,000.01 - 700,000.00		70		47,315,790.07		5.95			675,939.86		6.499		360		736		74.56
700,000.01 - 750,000.00		41		29,708,364.20		3.74			724,594.25		6.481		360		744		76.67
750,000.01 - 1,000,000.00		181		160,974,352.42		20.24			889,361.06		6.456		360		747		71.20
1,000,000.01 - 1,500,000.00		35		43,742,499.12		5.50			1,249,785.69		6.395		360		755		65.61
1,500,000.01 - 2,000,000.00		9		15,949,202.40		2.01			1,772,133.60		6.445		360		754		66.14
Above 2,000,000.00		4		10,000,000.00		1.26			2,500,000.00		6.585		360		738		66.79
Total		1,271	$	795,282,868.47		100.00	%

(1) As of the initial cut-off date, the average current Initial Mortgage Loan principal balance of the Initial Mortgage Loans was approximately $625,714.

FICO Credit Scores⁽¹⁾

Range of FICO Credit Scores	Number of Initial Mortgage Loans		Aggregate Principal Balance Outstanding		Percent of Initial Mortgage Loans			Average Principal Balance Outstanding ($)		Weighted Average Mortgage Rate (%)		Weighted Average Remaining Term to Maturity (Months)		Weighted Average FICO Credit Score		Weighted Average Original Loan-to-Value Ratio (%)
660-679		77	$	42,944,447.76		5.40	%		557,720.10		6.518		360		669		77.78
680-699		74		43,583,675.17		5.48			588,968.58		6.494		359		690		75.35
700-719		220		141,085,787.75		17.74			641,299.04		6.474		360		710		72.58
720 and Above		900		567,668,957.79		71.38			630,743.29		6.449		360		762		72.73
Total		1,271	$	795,282,868.47		100.00	%

(1) As of the initial cut-off date, the weighted average FICO Credit Score of the mortgagors related to the Initial Mortgage Loans was approximately 744.

A-2

Annex A

Original Loan-to-Value Ratios⁽¹⁾⁽²⁾

Range of Original Loan-to-Value Ratios (%)	Number of Initial Mortgage Loans		Aggregate Principal Balance Outstanding		Percent of Initial Mortgage Loans			Average Principal Balance Outstanding ($)		Weighted Average Mortgage Rate (%)		Weighted Average Remaining Term to Maturity (Months)		Weighted Average FICO Credit Score		Weighted Average Original Loan-to-Value Ratio (%)
50.00 and Below		56	$	40,020,172.57		5.03	%		714,645.94		6.350		359		757		41.35
50.01 – 55.00		30		23,502,356.92		2.96			783,411.90		6.381		360		750		53.23
55.01 – 60.00		45		32,292,014.55		4.06			717,600.32		6.411		359		755		58.01
60.01 – 65.00		51		31,724,756.75		3.99			622,054.05		6.388		359		748		62.93
65.01 – 70.00		154		103,790,948.65		13.05			673,967.20		6.436		360		743		68.22
70.01 – 75.00		181		109,835,658.17		13.81			606,826.84		6.458		360		747		73.35
75.01 – 80.00		724		438,670,807.44		55.16			605,898.91		6.483		360		742		79.45
80.01 – 85.00		7		3,427,828.00		0.43			489,689.71		6.688		360		725		83.51
85.01 – 90.00		14		7,346,654.29		0.92			524,761.02		6.606		358		704		89.19
90.01 – 95.00		8		4,243,244.60		0.53			530,405.58		6.567		360		740		94.06
95.01 – 100.00		1		428,426.53		0.05			428,426.53		7.000		359		747		100.00
Total		1,271	$	795,282,868.47		100.00	%

(1) As of the initial cut-off date, the weighted average original Loan-to-Value Ratio of the Initial Mortgage Loans was approximately 73.12%.

(2) Does not take into account any secondary financing on the Initial Mortgage Loans that may exist at the time of origination.

A-3

Annex A

Combined Original Loan-to-Value Ratios⁽¹⁾⁽²⁾

Range of Combined Original Loan-to-Value Ratios (%)	Number of Initial Mortgage Loans		Aggregate Principal Balance Outstanding		Percent of Initial Mortgage Loans			Average Principal Balance Outstanding ($)		Weighted Average Mortgage Rate (%)		Weighted Average Remaining Term to Maturity (Months)		Weighted Average FICO Credit Score		Weighted Average Original Loan-to-Value Ratio (%)
50.00 and Below		53	$	38,243,772.23		4.81	%		721,580.61		6.350		359		755		41.15
50.01 - 55.00		28		21,095,006.92		2.65			753,393.10		6.365		359		746		53.20
55.01 - 60.00		41		27,067,114.55		3.40			660,173.53		6.384		359		760		57.58
60.01 - 65.00		43		27,506,009.25		3.46			639,674.63		6.429		359		751		61.79
65.01 - 70.00		139		93,557,138.36		11.76			673,072.94		6.426		360		744		67.83
70.01 - 75.00		155		91,829,810.28		11.55			592,450.39		6.455		360		749		72.73
75.01 - 80.00		405		250,875,693.24		31.55			619,446.16		6.475		359		743		78.67
80.01 - 85.00		46		28,763,231.37		3.62			625,287.64		6.510		360		739		78.23
85.01 - 90.00		232		143,431,311.38		18.04			618,238.41		6.459		360		739		78.87
90.01 - 95.00		64		36,912,806.34		4.64			576,762.60		6.518		360		738		80.96
95.01 - 100.00		65		36,000,974.55		4.53			553,861.15		6.606		360		730		80.12
Total		1,271	$	795,282,868.47		100.00	%

(1) As of the initial cut-off date, the weighted average combined original Loan-to-Value Ratio of the Initial Mortgage Loans was approximately 77.11%.

(2) Does not take into account any secondary financing on the Initial Mortgage Loans that may exist at the time of origination.

A-4

Annex A

Geographic Distribution of Mortgaged Properties⁽¹⁾

Geographic Area	Number of Initial Mortgage Loans		Aggregate Principal Balance Outstanding		Percent of Initial Mortgage Loans			Average Principal Balance Outstanding ($)		Weighted Average Mortgage Rate (%)		Weighted Average Remaining Term to Maturity (Months)		Weighted Average FICO Credit Score		Weighted Average Original Loan-to-Value Ratio (%)
Arizona		33	$	22,617,020.44		2.84	%		685,364.26		6.563		360		737		72.40
California		477		298,152,190.07		37.49			625,057.00		6.464		360		744		73.52
Colorado		27		17,450,088.00		2.19			646,299.56		6.482		360		744		73.30
Florida		45		28,182,941.41		3.54			626,287.59		6.530		360		752		74.93
Illinois		46		30,878,181.28		3.88			671,264.81		6.473		360		741		72.66
Maryland		61		37,366,170.65		4.70			612,560.17		6.492		359		741		75.29
Massachusetts		41		28,442,632.89		3.58			693,722.75		6.394		359		755		70.54
New Jersey		61		36,681,759.45		4.61			601,340.32		6.433		359		743		74.04
New York		58		36,204,062.06		4.55			624,207.97		6.409		359		738		67.77
Texas		27		19,682,935.76		2.47			728,997.62		6.423		360		737		74.05
Virginia		59		32,329,678.30		4.07			547,960.65		6.411		359		749		72.58
Washington		36		21,013,854.49		2.64			583,718.18		6.420		360		734		76.36
Other (less than 2%)		300		186,281,353.67		23.42			620,937.85		6.460		359		744		72.78
Total		1,271	$	795,282,868.47		100.00	%

(1) The Other row in the preceding table includes 33 other states and the District of Columbia with under 2% concentrations individually. No more than approximately 0.466% of the Initial Mortgage Loans were secured by mortgaged properties located in any one postal zip code area.

A-5

Annex A

Purpose of Mortgage Loans

Loan Purpose	Number of Initial Mortgage Loans		Aggregate Principal Balance Outstanding		Percent of Initial Mortgage Loans			Average Principal Balance Outstanding ($)		Weighted Average Mortgage Rate (%)		Weighted Average Remaining Term to Maturity (Months)		Weighted Average FICO Credit Score		Weighted Average Original Loan-to-Value Ratio (%)
Refinance (Cash-Out)		327	$	194,733,264.48		24.49	%		595,514.57		6.466		360		735		68.82
Purchase		583		366,686,500.72		46.11			628,964.84		6.457		360		751		75.92
Refinance (Rate/Term)		361		233,863,103.27		29.41			647,820.23		6.457		360		741		72.30
Total		1,271	$	795,282,868.47		100.00	%

Types of Mortgaged Properties

Property Type	Number of Initial Mortgage Loans		Aggregate Principal Balance Outstanding		Percent of Initial Mortgage Loans			Average Principal Balance Outstanding ($)		Weighted Average Mortgage Rate (%)		Weighted Average Remaining Term to Maturity (Months)		Weighted Average FICO Credit Score		Weighted Average Original Loan-to-Value Ratio (%)
2-4 Family Residence		10	$	7,164,200.00		0.90	%		716,420.00		6.461		360		728		72.57
Condominium Hotel		1		900,000.00		0.11			900,000.00		6.375		360		757		26.47
Cooperative		1		448,500.00		0.06			448,500.00		6.250		360		780		75.00
Low-rise Condominium		58		37,551,001.74		4.72			647,431.06		6.499		359		741		75.75
Planned Unit Development		339		208,362,974.45		26.20			614,640.04		6.468		360		746		73.92
Single Family Residence		862		540,856,192.28		68.01			627,443.38		6.454		360		743		72.71
Total		1,271	$	795,282,868.47		100.00	%

A-6

Annex A

Occupancy Types⁽¹⁾

Occupancy Type	Number of Initial Mortgage Loans		Aggregate Principal Balance Outstanding		Percent of Initial Mortgage Loans			Average Principal Balance Outstanding ($)		Weighted Average Mortgage Rate (%)		Weighted Average Remaining Term to Maturity (Months)		Weighted Average FICO Credit Score		Weighted Average Original Loan-to-Value Ratio (%)
Primary Residence		1,198	$	744,934,460.94		93.67	%		621,815.08		6.458		360		743		73.40
Secondary Residence		73		50,348,407.53		6.33			689,704.21		6.480		359		752		68.94
Total		1,271	$	795,282,868.47		100.00	%

(1) Based upon representations of the related borrowers at the time of origination.

Remaining Terms to Maturity⁽¹⁾

Remaining Term to Maturity (months)	Number of Initial Mortgage Loans		Aggregate Principal Balance Outstanding		Percent of Initial Mortgage Loans			Average Principal Balance Outstanding ($)		Weighted Average Mortgage Rate(%)		Weighted Average FICO Credit Score		Weighted Average Original Loan-to-Value Ratio (%)
360		1,023	$	640,706,500.82		80.56	%		626,301.56		6.465		743		73.76
359		152		95,933,046.61		12.06			631,138.46		6.448		743		71.61
358		60		37,853,778.39		4.76			630,896.31		6.422		749		67.86
357		17		10,171,583.93		1.28			598,328.47		6.353		750		70.52
356		4		2,542,696.23		0.32			635,674.06		6.365		774		63.13
355		3		1,392,899.69		0.18			464,299.90		6.439		779		65.51
354		4		1,844,433.19		0.23			461,108.30		6.439		730		59.64
352		2		1,004,493.77		0.13			502,246.89		6.628		727		73.94
350		1		624,461.62		0.08			624,461.62		6.875		768		75.45
347		1		621,680.51		0.08			621,680.51		6.500		776		90.00
343		1		452,001.88		0.06			452,001.88		6.375		802		65.86
340		1		602,898.75		0.08			602,898.75		6.500		748		75.43
335		1		940,393.08		0.12			940,393.08		6.625		775		75.02
300		1		592,000.00		0.07			592,000.00		6.250		742		80.00
Total		1,271	$	795,282,868.47		100.00	%

(1) As of the initial cut-off date, the weighted average remaining term to maturity of the Initial Mortgage Loans was approximately 360 months.

A-7

Annex A

Interest-Only Periods at Origination

Interest-Only Period (months)	Number of Initial Mortgage Loans		Aggregate Principal Balance Outstanding		Percent of Initial Mortgage Loans			Average Principal Balance Outstanding ($)		Weighted Average Mortgage Rate (%)		Weighted Average Remaining Term to Maturity (Months)		Weighted Average FICO Credit Score		Weighted Average Original Loan-to-Value Ratio (%)
0		714	$	448,017,307.34		56.33	%		627,475.22		6.438		359		745		71.94
120		557		347,265,561.13		43.67			623,457.02		6.487		360		743		74.63
Total		1,271	$	795,282,868.47		100.00	%

Prepayment Charge Periods at Origination

Prepayment Charge Period (months)	Number of Initial Mortgage Loans		Aggregate Principal Balance Outstanding		Percent of Initial Mortgage Loans			Average Principal Balance Outstanding ($)		Weighted Average Mortgage Rate (%)		Weighted Average Remaining Term to Maturity (Months)		Weighted Average FICO Credit Score		Weighted Average Original Loan-to-Value Ratio (%)
0		1,261	$	789,390,656.83		99.26	%		626,003.69		6.459		360		744		73.09
36		2		1,051,200.00		0.13			525,600.00		6.629		359		670		79.94
60		8		4,841,011.64		0.61			605,126.46		6.568		360		732		76.80
Total		1,271	$	795,282,868.47		100.00	%

A-8

Annex I

Global Clearance, Settlement And Tax Documentation Procedures

Except in certain limited circumstances, the Offered Certificates will be offered globally (the “Global Securities”) and will be available only in book-entry form. Investors in the Global Securities may hold Such Global Securities through any of The Depository Trust Company (“DTC”) or Euroclear. The Global Securities will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors holding Global Securities through Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice (i.e., seven calendar day settlement).

Secondary market trading between investors holding Global Securities through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations.

Secondary cross-market trading between Euroclear and DTC Participants holding Certificates will be effected on a delivery-against-payment basis through the respective Depositaries of Euroclear (in such capacity) and as DTC Participants.

Non-U.S. holders (as described below) of Global Securities will be Subject to U.S. withholding taxes unless such holders meet certain requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants.

Initial Settlement

All Global Securities will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the Global Securities will be represented through financial institutions acting on their behalf as direct and indirect Participants in DTC. As a result, Euroclear will hold positions on behalf of their participants through their respective Depositaries, which in turn will hold such positions in accounts as DTC Participants.

Investors electing to hold their Global Securities through DTC will follow the settlement practices applicable to conventional eurobonds, except that there will be no temporary global Security and no “lock-up” or restricted period. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their Global Securities through Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global security and no “lock-up” or restricted period. Global Securities will be credited to the securities custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between DTC Participants. Secondary market trading between DTC Participants will be settled using the procedures applicable to prior mortgage loan asset-backed certificates issues in same-day funds.

Trading between Euroclear Participants. Secondary market trading between Euroclear Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading between DTC Seller and Euroclear purchaser. When Global Securities are to be transferred from the account of a DTC Participant to the account of a Euroclear Participant, the purchaser will send instructions to Euroclear through a Euroclear Participant at least one business day prior to settlement. Euroclear will instruct its Depositary to receive the Global Securities against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment date to and excluding the settlement date, on the basis of a 360-day year and twelve 30-day months. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. Payment will then be made by the Depositary of the DTC Participant’s account against delivery of the Global Securities. After settlement has been completed, the Global Securities will be credited to Euroclear and by Euroclear, in accordance with its usual procedures, to the Euroclear Participant’s account. The Securities credit will appear the next day (European time) and the cash debt will be back-valued to, and the interest on the Global Securities will accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the Euroclear cash debt will be valued instead as of the actual settlement date.

I-1

Euroclear Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the Global Securities are credited to their accounts one day later.

As an alternative, if Clearstream or Euroclear has extended at line of credit to them, Clearstream Participants or Euroclear Participants can elect not to preposition funds and allow that credit line to be drawn upon the finance settlement. Under this procedure, Clearstream Participants or Euroclear Participants purchasing Global Securities would incur overdraft charges for one day, assuming they cleared the overdraft when the Global Securities were credited to their accounts. However, interest on the Global Securities would accrue from the value date. Therefore, in many cases the investment income on the Global Securities earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Clearstream Participant’s or Euroclear Participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC Participants can employ their usual procedures for sending Global Securities to the respective European Depositary for the benefit of Clearstream Participants or Euroclear Participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC Participants a cross-market transaction will settle no differently than a trade between two DTC Participants.

Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due to time zone differences in their favor, Clearstream Participants and Euroclear Participants may employ their customary procedures for transactions in which Global Securities are to be transferred by the respective clearing system, through the respective Depositary, to a DTC Participant. The seller will send instructions to Euroclear through a Euroclear Participant at least one business day prior to settlement. In these cases Euroclear will instruct its Depositary to deliver the Global Securities to the DTC Participant’s account against payment. Payment will include interest accrued on the Global Securities from and including the last Coupon payment to and excluding the settlement date on the basis of a 360-day year and twelve 30-day months. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. The payment will then be reflected in the account of the Euroclear Participant the following day, and receipt of the cash proceeds in the Euroclear Participant’s account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York). Should the Euroclear Participant have a line of credit with its respective clearing system and elect to be in debt in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Euroclear Participant’s account would instead be valued as of the actual settlement date.

Finally, day traders that use Euroclear and that purchase Global Securities from DTC Participants for delivery to Euroclear Participants should note that these trades would automatically fail on the sale side unless affirmative action were taken. At least three techniques should be readily available to eliminate this potential problem:

1.borrowing through Euroclear accounts) for one day (until the purchase side of the day trade is reflected in their Euroclear accounts) in accordance with Euroclear’s Customary procedures;

I-2

2.borrowing the Global Securities in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Global Securities sufficient time to be reflected in their Euroclear account in order to settle the sale side of the trade; or

3.staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Euroclear Participant.

Certain U.S. Federal Income Tax Documentation Requirements

A beneficial owner of Global Securities holding Securities through Euroclear (or through DTC if the holder has an address outside the U.S.) will be subject to the U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. Persons, unless (i) each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between Such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and (ii) such beneficial owner takes one of the following steps to obtain an exemption or reduced tax rate:

Exemption for non-U.S. Persons (Form W-8BEN). Beneficial owners of Global Securities that are non-U.S. Persons can obtain a complete exemption from the withholding tax by filing a signed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding). Non-U.S. Persons that are Certificate Owners residing in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate (depending on the treaty terms) by filing Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding). If the information shown on Form W-8BEN changes, a new Form W-8BEN must be filed within 30 days of such change.

Exemption for non-U.S. Persons with effectively connected income (Form W-8ECI). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S. branch, for which the interest income is effectively connected with its conduct of a trade or business in the United States, can obtain an exemption from the withholding tax by filing Form W-8ECI (Certificate of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with the Conduct of a Trade or Business in the United States).

Exemptions for U.S. Persons (Form W-9). U.S. Persons can obtain a complete exemption from the withholding tax by filing Form W-9 (Payer’s Request for Taxpayer Identification Number and Certification).

U.S. Federal Income Tax Reporting Procedure. The Certificate Owner of a Global Security files by submitting the appropriate form to the person through whom it holds (the clearing agency, in the case of persons holding directly on the books of the clearing agency). Form W-8BEN and Form W-8ECI are effective until the third succeeding calendar year from the date such form is signed.

The term “U.S. Person” means (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership for United States federal income tax purposes organized in or under the laws of the United States or any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations provide otherwise) or (iii) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, or (iv) a trust if a Court within the United States is able to exercise primary Supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons will also be a U.S. Person. This Summary does not deal with all aspects of U.S. Federal income tax withholding that may be relevant to foreign holders of the Global Securities. Investors are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of the Global Securities.

I-3

PROSPECTUS

CWMBS, INC.

Depositor

Mortgage Backed Securities

(Issuable in Series)

  Please carefully consider our discussion of some of the risks of investing in the securities under “Risk Factors” beginning on page 2.   The securities will represent obligations of the related trust fund only and will not represent an interest in or obligation of CWMBS, Inc., any seller, servicer, or any of their affiliates. The Trusts   Each trust will be established to hold assets in its trust fund transferred to it by CWMBS, Inc. The assets in each trust fund will be specified in the prospectus supplement for the particular trust and will generally consist of:   •     first lien mortgage loans secured by one- to four-family residential properties;   •     mortgage loans secured by first liens on small multifamily residential properties, such as rental apartment buildings or projects containing five to fifty residential units;   •     collections arising from one or more types of the loans described above which are not used to make payments on securities issued by a trust fund, including excess servicing fees and prepayment charges;   •     mortgage pass-through securities issued or guaranteed by Ginnie Mae, Fannie Mae, or Freddie Mac; or   •     mortgage-backed securities evidencing an interest in, or secured by, loans of the type that would otherwise be eligible to be loans included in a trust fund and issued by entities other than Ginnie Mae, Fannie Mae or Freddie Mac.

The Securities

CWMBS, Inc. will sell either certificates or notes pursuant to a prospectus supplement. The securities will be grouped into one or more series, each having its own distinct designation. Each series will be issued in one or more classes and each class will evidence beneficial ownership of (in the case of certificates) or a right to receive payments supported by (in the case of notes) a specified portion of future payments on the assets in the trust fund that the series relates to. A prospectus supplement for a series will specify all of the terms of the series and of each of the classes in the series.

Credit Enhancement

If the securities have any type of credit enhancement, the prospectus supplement for the related series will describe the credit enhancement. The types of credit enhancement are generally described in this prospectus.

Offers of Securities

The securities may be offered through several different methods, including offerings through underwriters.

_______________

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. Any representation to the contrary is a criminal offense.

April 26, 2007

Table of Contents

Important Notice About Information in This Prospectus and Each Accompanying Prospectus Supplement	1
Risk Factors	2
Limited Source Of Payments — No Recourse To Sellers, Depositor Or Servicer	2
Credit Enhancement May Not Be Sufficient To Protect You From Losses	3
Nature Of Mortgages	3
Your Risk Of Loss May Be Higher Than You Expect If Your Securities Are Backed By Multifamily Loans	7
Impact Of World Events	7
You Could Be Adversely Affected By Violations Of Environmental Laws	8
Ratings Of The Securities Do Not Assure Their Payment	9
Book-Entry Registration	10
Secondary Market For The Securities May Not Exist	10
Bankruptcy Or Insolvency May Affect The Timing And Amount Of Distributions On The Securities	10
The Principal Amount Of Securities May Exceed The Market Value Of The Trust Fund Assets	11
The Trust Fund	12
General	12
The Loans	13
Agency Securities	16
Non-Agency Mortgage-Backed Securities	21
Substitution of Trust Fund Assets	23
Available Information	23
Incorporation of Certain Documents by Reference; Reports Filed with the SEC	23
Reports to Securityholders	24
Use of Proceeds	24
The Depositor	24
Loan Program	25
Underwriting Standards	25
Qualifications of Sellers	26
Representations by Sellers; Repurchases	26
Static Pool Data	27
Description of the Securities	28
General	28
Distributions on Securities	30
Advances	31
Reports to Securityholders	32
Categories of Classes of Securities	33
Indices Applicable to Floating Rate and Inverse Floating Rate Classes	36
Book-Entry Registration of Securities	39
Exchangeable Securities	43
Credit Enhancement	45
General	45
Subordination	46
Letter of Credit	47
Insurance Policies, Surety Bonds and Guaranties	47
Overcollateralization and Excess Cash Flow	47
Reserve Accounts	48
Special Hazard Insurance Policies	48
Bankruptcy Bonds	49
Pool Insurance Policies	49
Financial Instruments	51
Cross Support	51
Yield, Maturity and Prepayment Considerations	51
Prepayments on Loans	51
Prepayment Effect on Interest	52
Delays in Realization on Property; Expenses of Realization	52
Optional Purchase	53
Prepayment Standards or Models	53
Yield	54
The Agreements	54
Assignment of the Trust Fund Assets	54
Payments On Loans; Deposits to Security Account	56
Pre-Funding Account	58
Investments in Amounts Held in Accounts	59
Sub-Servicing by Sellers	60
Collection Procedures	61
Delinquency Calculation Methods	61
Hazard Insurance	62
Application of Liquidation Proceeds	64
Realization Upon Defaulted Loans	64
Servicing and Other Compensation and Payment of Expenses	67
Evidence as to Compliance	67
Certain Matters Regarding the Master Servicer and the Depositor	68
Events of Default; Rights Upon Event of Default	68
Amendment	71
Termination; Optional Termination	72
The Trustee	73
Certain Legal Aspects of the Loans	73
General	73
Foreclosure	74
Environmental Risks	76

i

Rights of Redemption	78
Anti-Deficiency Legislation and Other Limitations On Lenders	78
Due-On-Sale Clauses	79
Enforceability of Prepayment and Late Payment Fees	79
Applicability of Usury Laws	80
Servicemembers Civil Relief Act	80
Other Loan Provisions and Lender Requirements	80
Consumer Protection Laws	81
Material Federal Income Tax Consequences	82
General	82
Taxation of Debt Securities	82
Taxation of the REMIC and Its Holders	86
REMIC Expenses; Single Class REMICs	87
Taxation of the REMIC	87
Taxation of Holders of Residual Interests	89
Administrative Matters	92
Tax Status as a Grantor Trust	92
Sale or Exchange	94
Miscellaneous Tax Aspects	95
New Reporting Regulations	95
Tax Treatment of Foreign Investors	95
Tax Characterization of the Trust Fund as a Partnership	97
Tax Consequences to Holders of the Notes	97
Tax Consequences to Holders of the Certificates	99
Taxation of Classes of Exchangeable Securities	102
Other Tax Considerations	103
ERISA Considerations	103
Legal Investment	107
Method of Distribution	108
Legal Matters	109
Financial Information	109
Rating	109
Index to Defined Terms	111

ii

Important Notice About Information in This Prospectus and Each

Accompanying Prospectus Supplement

Information about each series of securities is contained in two separate documents:

· this prospectus, which provides general information, some of which may not apply to a particular series; and

· the accompanying prospectus supplement for a particular series, which describes the specific terms of the securities of that series.

The prospectus supplement will contain information about a particular series that supplements the information contained in this prospectus, and you should rely on that supplementary information in the prospectus supplement.

You should rely only on the information in this prospectus and the accompanying prospectus supplement. We have not authorized anyone to provide you with information that is different from that contained in this prospectus and the accompanying prospectus supplement.

_______________

If you require additional information, the mailing address of our principal executive offices is CWMBS, Inc., 4500 Park Granada, Calabasas, California 91302 and the telephone number is (818) 225-3000. For other means of acquiring additional information about us or a series of securities, see “The Trust Fund — Available Information” and “— Incorporation of Certain Documents by Reference; Reports Filed with the SEC” beginning on page 23.

1

Risk Factors

You should carefully consider the following information since it identifies significant risks associated with an investment in the securities.

Limited Source Of Payments — No Recourse To Sellers, Depositor Or Servicer	The applicable prospectus supplement may provide that securities will be payable from other trust funds in addition to their associated trust fund, but if it does not, they will be payable solely from their associated trust fund. If the trust fund does not have sufficient assets to distribute the full amount due to you as a securityholder, your yield will be impaired, and perhaps even the return of your principal may be impaired, without your having recourse to anyone else. Furthermore, at the times specified in the applicable prospectus supplement, certain assets of the trust fund may be released and paid out to other people, such as the depositor, a servicer, a credit enhancement provider, or any other person entitled to payments from the trust fund. Those assets will no longer be available to make payments to you. Those payments are generally made after other specified payments that may be set forth in the applicable prospectus supplement have been made.
	You will not have any recourse against the depositor or any servicer if you do not receive a required distribution on the securities. Nor will you have recourse against the assets of the trust fund of any other series of securities.
	The securities will not represent an interest in the depositor, any servicer, any seller to the depositor, or anyone else except the trust fund. The only obligation of the depositor to a trust fund comes from certain representations and warranties made by it about assets transferred to the trust fund. If these representations and warranties turn out to be untrue, the depositor may be required to repurchase some of the transferred assets. CWMBS, Inc., which is the depositor, does not have significant assets and is unlikely to have significant assets in the future. So if the depositor were required to repurchase a loan because of a breach of a representation, its only sources of funds for the repurchase would be:
	·     funds obtained from enforcing a corresponding obligation of a seller or originator of the loan, or
	·     funds from a reserve fund or similar credit enhancement established to pay for loan repurchases.
	The only obligations of the master servicer to a trust fund (other than its master servicing obligations) comes from certain representations and warranties made by it in connection with its loan servicing activities. If these representations and warranties turn out to be untrue, the master servicer may be required to repurchase or substitute for some of the loans. However, the master servicer may not have the financial ability to make the required repurchase or substitution.
	The only obligations to a trust fund of a seller of loans to the depositor comes from certain representations and warranties made by it in connection with its sale of the loans and certain document delivery requirements. If these representations and warranties turn out to be untrue, or the seller fails to deliver required documents, it may be required to repurchase or substitute for some of the loans. However, the seller may not have the financial ability to make the required repurchase or substitution.

2

Credit Enhancement May Not Be Sufficient To Protect You From Losses

Credit enhancement is intended to reduce the effect of loan losses. But credit enhancements may benefit only some classes of a series of securities and the amount of any credit enhancement will be limited as described in the related prospectus supplement. Furthermore, the amount of a credit enhancement may decline over time pursuant to a schedule or formula or otherwise, and could be depleted from payments or for other reasons before the securities covered by the credit enhancement are paid in full. In addition, a credit enhancement may not cover all potential sources of loss. For example, a credit enhancement may or may not cover fraud or negligence by a loan originator or other parties. Also, all or a portion of the credit enhancement may be reduced, substituted for, or even eliminated so long as the rating agencies rating the securities indicate that the change in credit enhancement would not cause them to change adversely their rating of the securities. Consequently, securityholders may suffer losses even though a credit enhancement exists and its provider does not default.

Nature Of Mortgages Cooperative Loans May Experience Relatively Higher Losses

Cooperative loans are evidenced by promissory notes secured by security interests in shares issued by private corporations that are entitled to be treated as housing cooperatives under the Internal Revenue Code and in the related proprietary leases or occupancy agreements granting exclusive rights to occupy specific dwelling units in the corporations’ buildings.   If there is a blanket mortgage (or mortgages) on the cooperative apartment building and/or underlying land, as is generally the case, the cooperative, as property borrower, is responsible for meeting these mortgage or rental obligations.  If the cooperative is unable to meet the payment obligations arising under a blanket mortgage, the mortgagee holding a blanket mortgage could foreclose on that mortgage and terminate all subordinate proprietary leases and occupancy agreements. A foreclosure by the holder of a blanket mortgage could eliminate or significantly diminish the value of any collateral held by the lender who financed an individual tenant-stockholder of cooperative shares or, in the case of the mortgage loans, the collateral securing the cooperative loans. If there is an underlying lease of the land, as is the case in some instances, the cooperative is responsible for meeting the related rental obligations.  If the cooperative is unable to meet its obligations arising under its land lease, the holder of the land lease could terminate the land lease and all subordinate proprietary leases and occupancy agreements. The termination of the land lease by its holder could eliminate or significantly diminish the value of any collateral held by the lender who financed an individual tenant-stockholder of the cooperative shares or, in the case of the mortgage loans, the collateral securing the cooperative loans. A land lease also has an expiration date and the inability of the cooperative to extend its term or, in the alternative, to purchase the land could lead to termination of the cooperative’s interest in the property and termination of all proprietary leases and occupancy agreements which could eliminate or significantly diminish the value of the related collateral.

3

	In addition, if the corporation issuing the shares related to the cooperative loans fails to qualify as a cooperative housing corporation under the Internal Revenue Code, the value of the collateral securing the cooperative loan could be significantly impaired because the tenant-stockholders would not be permitted to deduct its proportionate share of certain interest expenses and real estate taxes of the corporation. The cooperative shares and proprietary lease or occupancy agreement pledged to the lender are, in almost all cases, subject to restrictions on transfer, including obtaining the consent of the cooperative housing corporation prior to the transfer, which may impair the value of the collateral after a default by the borrower due to an inability to find a transferee acceptable to the related housing corporation.
Declines in Property Values May Adversely Affect You	The value of the properties underlying the loans held in the trust fund may decline over time. Among the factors that could adversely affect the value of the properties are:
	·     an overall decline in the residential real estate market in the areas in which they are located,
	·     a decline in their general condition from the failure of borrowers to maintain their property adequately, and
	·     natural disasters that are not covered by insurance, such as earthquakes and floods.
	If property values decline, the actual rates of delinquencies, foreclosures, and losses on all underlying loans could be higher than those currently experienced in the mortgage lending industry in general. These losses, to the extent not otherwise covered by a credit enhancement, will be borne by the holder of one or more classes of securities.
Delays in Liquidation May Adversely Affect You	Even if the properties underlying the loans held in the trust fund provide adequate security for the loans, substantial delays could occur before defaulted loans are liquidated and their proceeds are forwarded to investors. Property foreclosure actions are regulated by state statutes and rules and are subject to many of the delays and expenses of other lawsuits if defenses or counterclaims are made, sometimes requiring several years to complete. Furthermore, an action to obtain a deficiency judgment is regulated by statutes and rules, and the amount or availability of a deficiency judgment may be limited by law. In the event of a default by a borrower, these restrictions may impede the ability of the servicer to foreclose on or to sell the mortgaged property or to obtain a deficiency judgment, to obtain sufficient proceeds to repay the loan in full. In addition, the servicer will be entitled to deduct from liquidation proceeds all expenses reasonably incurred in attempting to recover on the defaulted loan, including legal and appraisal fees and costs, real estate taxes, and property maintenance and preservation expenses. In the event that:
	·     the mortgaged properties fail to provide adequate security for the related loans,

4

	·     if applicable to a series as specified in the related prospectus supplement, excess cashflow (if any) and overcollateralization (if any) is insufficient to cover these shortfalls,
	·     if applicable to a series as specified in the related prospectus supplement, the subordination of certain classes are insufficient to cover these shortfalls, and
	·     with respect to the securities with the benefit of an insurance policy as specified in the related prospectus supplement, the credit enhancement provider fails to make the required payments under the related insurance policies,
	you could lose all or a portion of the money you paid for the securities and could also have a lower yield than anticipated at the time you purchased the securities.
Disproportionate Effect of Liquidation Expenses May Adversely Affect You	Liquidation expenses of defaulted loans generally do not vary directly with the outstanding principal balance of the loan at the time of default. Therefore, if a servicer takes the same steps for a defaulted loan having a small remaining principal balance as it does for a defaulted loan having a large remaining principal balance, the amount realized after expenses is smaller as a percentage of the outstanding principal balance of the small loan than it is for the defaulted loan having a large remaining principal balance.
Consumer Protection Laws May Adversely Affect You	Federal, state and local laws extensively regulate various aspects of brokering, originating, servicing and collecting loans secured by consumers’ dwellings. Among other things, these laws may regulate interest rates and other charges, require disclosures, impose financial privacy requirements, mandate specific business practices, and prohibit unfair and deceptive trade practices. In addition, licensing requirements may be imposed on persons that broker, originate, service or collect loans secured by consumers’ dwellings.
	Additional requirements may be imposed under federal, state or local laws on so-called “high cost mortgage loans,” which typically are defined as loans secured by a consumer’s dwelling that have interest rates or origination costs in excess of prescribed levels. These laws may limit certain loan terms, such as prepayment charges, or the ability of a creditor to refinance a loan unless it is in the borrower’s interest. In addition, certain of these laws may allow claims against loan brokers or originators, including claims based on fraud or misrepresentations, to be asserted against persons acquiring the loans, such as the trust fund.
	The federal laws that may apply to loans held in the trust fund include the following:
	·     the Truth in Lending Act and its regulations, which (among other things) require disclosures to borrowers regarding the terms of loans and provide consumers who pledged their principal dwelling as collateral in a non-purchase money transaction with a right of rescission that generally extends for three days after proper disclosures are given;

5

	·     the Home Ownership and Equity Protection Act and its regulations, which (among other things) imposes additional disclosure requirements and limitations on loan terms with respect to non-purchase money, installment loans secured by the consumer’s principal dwelling that have interest rates or origination costs in excess of prescribed levels;
	·     the Real Estate Settlement Procedures Act and its regulations, which (among other things) prohibit the payment of referral fees for real estate settlement services (including mortgage lending and brokerage services) and regulate escrow accounts for taxes and insurance and billing inquiries made by borrowers;
	·     the Equal Credit Opportunity Act and its regulations, which (among other things) generally prohibit discrimination in any aspect of a credit transaction on certain enumerated basis, such as age, race, color, sex, religion, marital status, national origin or receipt of public assistance; and
	·     the Fair Credit Reporting Act, which (among other things) regulates the use of consumer reports obtained from consumer reporting agencies and the reporting of payment histories to consumer reporting agencies.
	The penalties for violating these federal, state, or local laws vary depending on the applicable law and the particular facts of the situation. However, private plaintiffs typically may assert claims for actual damages and, in some cases, also may recover civil money penalties or exercise a right to rescind the loan. Violations of certain laws may limit the ability to collect all or part of the principal or interest on a loan and, in some cases, borrowers even may be entitled to a refund of amounts previously paid. Federal, state and local administrative or law enforcement agencies also may be entitled to bring legal actions, including actions for civil money penalties or restitution, for violations of certain of these laws.
	Depending on the particular alleged misconduct, it is possible that claims may be asserted against various participants in secondary market transactions, including assignees that hold the loans, such as the trust fund. Losses on loans from the application of these federal, state and local laws that are not otherwise covered by one or more forms of credit enhancement will be borne by the holders of one or more classes of securities. Additionally, the trust may experience losses arising from lawsuits related to alleged violations of these laws, which, if not covered by one or more forms of credit enhancement or the related seller, will be borne by the holders of one or more classes of securities.
Losses on Balloon Payment Mortgages Are Borne by You	Some of the mortgage loans held in the trust fund may not be fully amortizing over their terms to maturity and, thus, will require substantial principal payments (that is, balloon payments) at their stated maturity. Loans with balloon payments involve a greater degree of risk than fully amortizing loans because typically the borrower must be able to refinance the loan or sell the property to make the balloon payment at maturity. The ability of a borrower to do this will depend on factors such as mortgage rates at the time of sale or refinancing, the borrower’s equity in the property, the relative strength of the local housing market, the financial condition of the borrower, and tax laws. Losses on these loans that are not otherwise covered by a credit enhancement will be borne by the holders of one or more classes of securities.

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Your Risk Of Loss May Be Higher Than You Expect If Your Securities Are Backed By Multifamily Loans	Multifamily lending may expose the lender to a greater risk of loss than single family residential lending. Owners of multifamily residential properties rely on monthly lease payments from tenants to
	·     pay for maintenance and other operating expenses of those properties,
	·     fund capital improvements, and
	·     service any mortgage loan and any other debt that may be secured by those properties.
	Various factors, many of which are beyond the control of the owner or operator of a multifamily property, may affect the economic viability of that property.
	Changes in payment patterns by tenants may result from a variety of social, legal and economic factors. Economic factors include the rate of inflation, unemployment levels and relative rates offered for various types of housing. Shifts in economic factors may trigger changes in payment patterns including increased risks of defaults by tenants and higher vacancy rates. Adverse economic conditions, either local or national, may limit the amount of rent that can be charged and may result in a reduction in timely lease payments or a reduction in occupancy levels. Occupancy and rent levels may also be affected by construction of additional housing units, competition and local politics, including rent stabilization or rent control laws and policies. In addition, the level of mortgage interest rates may encourage tenants to purchase single family housing. We are unable to determine and have no basis to predict whether, or to what extent, economic, legal or social factors will affect future rental or payment patterns.
	The location and construction quality of a particular building may affect the occupancy level as well as the rents that may be charged for individual units. The characteristics of a neighborhood may change over time or in relation to newer developments. The effects of poor construction quality will increase over time in the form of increased maintenance and capital improvements. Even good construction will deteriorate over time if adequate maintenance is not performed in a timely fashion.
Impact Of World Events	The economic impact of the United States’ military operations in Iraq and other parts of the world, as well as the possibility of any terrorist attacks domestically or abroad, is uncertain, but could have a material effect on general economic conditions, consumer confidence, and market liquidity. We can give no assurance as to the effect of these events on consumer confidence and the performance of the loans held by trust fund. Any adverse impact resulting from these events would be borne by the holders of one or more classes of the securities.

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	United States military operations also increase the likelihood of shortfalls under the Servicemembers Civil Relief Act or similar state laws (referred to as the “Relief Act” ). The Relief Act provides relief to borrowers who enter active military service and to borrowers in reserve status who are called to active duty after the origination of their loan. The Relief Act provides generally that these borrowers may not be charged interest on a loan in excess of 6% per annum during the period of the borrower’s active duty. These shortfalls are not required to be paid by the borrower at any future time and will not be advanced by the servicer, unless otherwise specified in the related prospectus supplement. To the extent these shortfalls reduce the amount of interest paid to the holders of securities with the benefit of an insurance policy, unless otherwise specified in the related prospectus supplement, they will not be covered by the related insurance policy. In addition, the Relief Act imposes limitations that would impair the ability of the servicer to foreclose on an affected loan during the borrower’s period of active duty status, and, under some circumstances, during an additional period thereafter.
	In addition, pursuant to the laws of various states, under certain circumstances, payments on mortgage loans by residents in such states who are called into active duty with the National Guard or the reserves will be deferred. These state laws may also limit the ability of the servicer to foreclose on the related mortgaged property. This could result in delays or reductions in payment and increased losses on the mortgage loans which would be borne by the securityholders.
You Could Be Adversely Affected By Violations Of Environmental Laws	Federal, state, and local laws and regulations impose a wide range of requirements on activities that may affect the environment, health, and safety. In certain circumstances, these laws and regulations impose obligations on “owners” or “operators” of residential properties such as those that secure the loans held in the trust fund. Failure to comply with these laws and regulations can result in fines and penalties that could be assessed against the trust if it were to be considered an “owner” or “operator” of the related property. A property “owner” or “operator” can also be held liable for the cost of investigating and remediating contamination, regardless of fault, and for personal injury or property damage arising from exposure to contaminants.
	In some states, a lien on the property due to contamination has priority over the lien of an existing mortgage. Also, a mortgage lender may be held liable as an “owner” or “operator” for costs associated with the release of hazardous substances from a site, or petroleum from an underground storage tank under certain circumstances. If the trust were to be considered the “owner” or “operator” of a property, it will suffer losses as a result of any liability imposed for environmental hazards on the property.

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Ratings Of The Securities Do Not Assure Their Payment	Any class of securities issued under this prospectus and the accompanying prospectus supplement will be rated in one of the rating categories which signifies investment grade by at least one nationally recognized rating agency. A rating is based on the adequacy of the value of the trust assets and any credit enhancement for that class, and reflects the rating agency’s assessment of how likely it is that holders of the class of securities will receive the payments to which they are entitled. A rating does not constitute an assessment of how likely it is that principal prepayments on the underlying loans will be made, the degree to which the rate of prepayments might differ from that originally anticipated, or the likelihood that the securities will be redeemed early. A rating is not a recommendation to purchase, hold, or sell securities because it does not address the market price of the securities or the suitability of the securities for any particular investor.
	A rating may not remain in effect for any given period of time and the rating agency could lower or withdraw the rating entirely in the future. For example, the rating agency could lower or withdraw its rating due to:
	·     a decrease in the adequacy of the value of the trust assets or any related credit enhancement,
	·     an adverse change in the financial or other condition of a credit enhancement provider, or
	·     a change in the rating of the credit enhancement provider’s long-term debt.
	The amount, type, and nature of credit enhancement established for a class of securities will be determined on the basis of criteria established by each rating agency rating classes of the securities. These criteria are sometimes based upon an actuarial analysis of the behavior of similar loans in a larger group. That analysis is often the basis upon which each rating agency determines the amount of credit enhancement required for a class. The historical data supporting any actuarial analysis may not accurately reflect future experience, and the data derived from a large pool of similar loans may not accurately predict the delinquency, foreclosure, or loss experience of any particular pool of mortgage loans. Mortgaged properties may not retain their values. If residential real estate markets experience an overall decline in property values such that the outstanding principal balances of the loans held in a particular trust fund and any secondary financing on the related mortgaged properties become equal to or greater than the value of the mortgaged properties, the rates of delinquencies, foreclosures, and losses could be higher than those now generally experienced in the mortgage lending industry. In addition, adverse economic conditions may affect timely payment by mortgagors on their loans whether or not the conditions affect real property values and, accordingly, the rates of delinquencies, foreclosures, and losses in any trust fund. Losses from this that are not covered by a credit enhancement will be borne, at least in part, by the holders of one or more classes of securities.

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Book-Entry Registration Limit on Liquidity	Securities issued in book-entry form may have only limited liquidity in the resale market, since investors may be unwilling to purchase securities for which they cannot obtain physical instruments.
Limit on Ability to Transfer or Pledge	Transactions in book-entry securities can be effected only through The Depository Trust Company, its participating organizations, its indirect participants, and certain banks. Therefore, your ability to transfer or pledge securities issued in book-entry form may be limited.
Delays in Distributions	You may experience some delay in the receipt of distributions on book-entry securities since the distributions will be forwarded by the trustee to The Depository Trust Company for it to credit the accounts of its participants. In turn, these participants will then credit the distributions to your account either directly or indirectly through indirect participants.
Secondary Market For The Securities May Not Exist	The related prospectus supplement for each series will specify the classes in which the underwriter intends to make a secondary market, but no underwriter will have any obligation to do so. We can give no assurance that a secondary market for the securities will develop or, if it develops, that it will continue. Consequently, you may not be able to sell your securities readily or at prices that will enable you to realize your desired yield. The market values of the securities are likely to fluctuate. Fluctuations may be significant and could result in significant losses to you. The secondary markets for mortgage backed securities have experienced periods of illiquidity and can be expected to do so in the future. Illiquidity can have a severely adverse effect on the prices of securities that are especially sensitive to prepayment, credit or interest rate risk, or that have been structured to meet the investment requirements of limited categories of investors.
Bankruptcy Or Insolvency May Affect The Timing And Amount Of Distributions On The Securities	Each seller and the depositor will take steps to structure the transfer of the loans held in the trust fund by the seller to the depositor as a sale. The depositor and the trust fund will take steps to structure the transfer of the loans from the depositor to the trust fund as a sale. If these characterizations are correct, then if the seller were to become bankrupt, the loans would not be part of the seller’s bankruptcy estate and would not be available to the seller’s creditors. On the other hand, if the seller becomes bankrupt, its bankruptcy trustee or one of its creditors may attempt to recharacterize the sale of the loans as a borrowing by the seller, secured by a pledge of the loans. Presenting this position to a bankruptcy court could prevent timely payments on the securities and even reduce the payments on the securities. Additionally, if that argument is successful, the bankruptcy trustee could elect to sell the loans and pay down the securities early. Thus, you could lose the right to future payments of interest, and might suffer reinvestment losses in a lower interest rate environment. Similarly, if the characterizations of the transfers as sales are correct, then if the depositor were to become bankrupt, the loans would not be part of the depositor’s bankruptcy estate and would not be available to the depositor’s creditors. On the other hand, if the depositor becomes bankrupt, its bankruptcy trustee or one of its creditors may attempt to recharacterize the sale of the loans as a borrowing by the depositor, secured by a pledge of the loans. Presenting this position to a bankruptcy court could prevent timely payments on the securities and even reduce the payments on the securities.

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	If the master servicer becomes bankrupt, the bankruptcy trustee may have the power to prevent the appointment of a successor master servicer. Any related delays in servicing could result in increased delinquencies or losses on the loans. The period during which cash collections may be commingled with the master servicer’s own funds before each distribution date for securities will be specified in the applicable prospectus supplement. If the master servicer becomes bankrupt and cash collections have been commingled with the master servicer’s own funds, the trust fund will likely not have a perfected interest in those collections. In this case the trust might be an unsecured creditor of the master servicer as to the commingled funds and could recover only its share as a general creditor, which might be nothing. Collections that are not commingled but still in an account of the master servicer might also be included in the bankruptcy estate of the master servicer even though the trust may have a perfected security interest in them. Their inclusion in the bankruptcy estate of the master servicer may result in delays in payment and failure to pay amounts due on the securities.
	Federal and state statutory provisions affording protection or relief to distressed borrowers may affect the ability of the secured mortgage lender to realize upon its security in other situations as well. For example, in a proceeding under the federal Bankruptcy Code, a lender may not foreclose on a mortgaged property without the permission of the bankruptcy court. And in certain instances a bankruptcy court may allow a borrower to reduce the monthly payments, change the rate of interest, and alter the mortgage loan repayment schedule for under-collateralized mortgage loans. The effect of these types of proceedings can be to cause delays in receiving payments on the loans underlying securities and even to reduce the aggregate amount of payments on the loans underlying securities.
The Principal Amount Of Securities May Exceed The Market Value Of The Trust Fund Assets	The market value of the assets relating to a series of securities at any time may be less than the principal amount of the securities of that series then outstanding, plus accrued interest. In the case of a series of notes, after an event of default and a sale of the assets relating to a series of securities, the trustee, the master servicer, the credit enhancer, if any, and any other service provider specified in the related prospectus supplement generally will be entitled to receive the proceeds of that sale to the extent of unpaid fees and other amounts owing to them under the related transaction document prior to distributions to securityholders. Upon any sale of the assets in connection with an event of default, the proceeds may be insufficient to pay in full the principal of and interest on the securities of the related series.
	Certain capitalized terms are used in this prospectus to assist you in understanding the terms of the securities. The capitalized terms used in this prospectus are defined on the pages indicated under the caption “Index to Defined Terms” beginning on page 111.

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The Trust Fund

General

The securities of each series will represent interests in the assets of the related trust fund, and the notes of each series will be secured by the pledge of the assets of the related trust fund. The trust fund for each series will be held by the trustee for the benefit of the related securityholders. Each trust fund will consist of the trust fund assets (the “Trust Fund Assets”) consisting of:

· a pool comprised of loans as specified in the related prospectus supplement, together with payments relating to those loans as specified in the related prospectus supplement;

· a pool comprised of collections arising from one or more types of loans that would otherwise be eligible to be loans included in a trust fund;

· mortgage pass-through securities (the “Agency Securities”) issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac; or

· other mortgage pass-through certificates or collateralized mortgage obligations (the “Non-Agency Mortgage-Backed Securities”) evidencing an interest in, or secured by, loans of the type that would otherwise be eligible to be loans included in a trust fund.

The pool will be created on the first day of the month of the issuance of the related series of securities or on another date specified in the related prospectus supplement. The securities will be entitled to payment from the assets of the related trust fund or funds or other assets pledged for the benefit of the securityholders, as specified in the related prospectus supplement and will not be entitled to payments in respect of the assets of any other trust fund established by the depositor.*

The Trust Fund Assets will be acquired by the depositor, either directly or through affiliates, from originators or sellers which may be affiliates of the depositor (the “Sellers”), and conveyed without recourse by the depositor to the related trust fund. Loans acquired by the depositor will have been originated in accordance with the underwriting criteria specified below under “Loan Program — Underwriting Standards” or as otherwise described in the related prospectus supplement. See “Loan Program — Underwriting Standards.”

The depositor will cause the Trust Fund Assets to be assigned to the trustee named in the related prospectus supplement for the benefit of the holders of the securities of the related series. The master servicer named in the related prospectus supplement will service the Trust Fund Assets, either directly or through other servicing institutions called sub-servicers, pursuant to a Pooling and Servicing Agreement (each, a “Pooling and Servicing Agreement”) among the depositor, the master servicer and the trustee with respect to a series consisting of certificates, or a sale and servicing agreement (each, a “Sale and Servicing Agreement”) between the trustee and the master servicer with respect to a series consisting of certificates and notes, and will receive a fee for these services. The Pooling and Servicing Agreements and Sale and Servicing Agreements are also referred to as “Master Servicing Agreements”) in this prospectus. See “Loan Program” and “The Agreements.” With respect to loans serviced by the master servicer through a sub-servicer, the master servicer will remain liable for its servicing obligations under the related Agreement as if the master servicer alone were servicing those loans.

_____________________________

* Whenever the terms pool, certificates, notes and securities are used in this prospectus, those terms will be considered to apply, unless the context indicates otherwise, to one specific pool and the securities of one series including the certificates representing undivided interests in, and/or notes secured by the assets of, a single trust fund consisting primarily of the loans in that pool. Similarly, the term “Pass- Through Rate” will refer to the pass-through rate borne by the certificates and the term interest rate will refer to the interest rate borne by the notes of one specific series, as applicable, and the term trust fund will refer to one specific trust fund.

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If so specified in the related prospectus supplement, a trust fund relating to a series of securities may be a business trust, statutory trust or common law trust formed under the laws of the state specified in the related prospectus supplement pursuant to a trust agreement (each, a “Trust Agreement”) between the depositor and the trustee of the trust fund.

As used herein, “Agreement” means, with respect to a series consisting of certificates, the Pooling and Servicing Agreement, and with respect to a series consisting of certificates and notes, the Trust Agreement, the Indenture and the Sale and Servicing Agreement, as the context requires.

With respect to each trust fund, prior to the initial offering of the related series of securities, the trust fund will have no assets or liabilities. No trust fund is expected to engage in any activities other than acquiring, managing and holding the related Trust Fund Assets and other assets contemplated herein and specified in the related prospectus supplement and the proceeds thereof, issuing securities and making payments and distributions thereon and certain related activities. No trust fund is expected to have any source of capital other than its assets and any related credit enhancement.

The applicable prospectus supplement may provide for additional obligations of the depositor, but if it does not, the only obligations of the depositor with respect to a series of securities will be to obtain certain representations and warranties from the sellers and to assign to the trustee for that series of securities the depositor’s rights with respect to the representations and warranties. See “The Agreements — Assignment of the Trust Fund Assets.” The obligations of the master servicer with respect to the loans will consist principally of its contractual servicing obligations under the related Agreement (including its obligation to enforce the obligations of the sub-servicers or sellers, or both, as more fully described herein under “Loan Program — Representations by Sellers; Repurchases” and “The Agreements — Sub-Servicing By Sellers” and “— Assignment of the Trust Fund Assets”) and its obligation, if any, to make certain cash advances in the event of delinquencies in payments on or with respect to the loans in the amounts described herein under “Description of the Securities — Advances.” The obligations of the master servicer to make advances may be subject to limitations, to the extent provided herein and in the related prospectus supplement.

The following is a brief description of the assets expected to be included in the trust funds. If specific information regarding the Trust Fund Assets is not known at the time the related series of securities initially is offered, more general information of the nature described below will be provided in the related prospectus supplement, and specific information will be set forth in a report on Form 8-K to be filed with the Securities and Exchange Commission (the “SEC”) after the initial issuance of the related securities (the “Detailed Description”). A copy of the Agreement with respect to each series of securities will be filed on Form 8-K after the initial issuance of the related securities and will be available for inspection at the corporate trust office of the trustee specified in the related prospectus supplement. A schedule of the loans relating to the series will be attached to the Agreement delivered to the trustee upon delivery of the securities.

The Loans

General. Loans will consist of single family loans or multifamily loans. If so specified, the loans may include cooperative apartment loans (“cooperative loans”) secured by security interests in shares issued by private, non-profit, cooperative housing corporations (“cooperatives”) and in the related proprietary leases or occupancy agreements granting exclusive rights to occupy specific dwelling units in the cooperatives’ buildings. As more fully described in the related prospectus supplement, the loans may be “conventional” loans or loans that are insured or guaranteed by a governmental agency such as the Federal Housing Administration (the “FHA”) or the Department of Veterans’ Affairs (the “VA”).

The applicable prospectus supplement may specify the day on which monthly payments on the loans in a pool will be due, but if it does not, all of the mortgage loans in a pool will have monthly payments due on the first day of each month. The payment terms of the loans to be included in a trust fund will be described in the related prospectus supplement and may include any of the following features or combination thereof or other features described in the related prospectus supplement:

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· Interest may be payable at a fixed rate, a rate adjustable from time to time in relation to an index (which will be specified in the related prospectus supplement), a rate that is fixed for a period of time or under certain circumstances and is followed by an adjustable rate, a rate that otherwise varies from time to time, or a rate that is convertible from an adjustable rate to a fixed rate. Changes to an adjustable rate may be subject to periodic limitations, maximum rates, minimum rates or a combination of the limitations. Accrued interest may be deferred and added to the principal of a loan for the periods and under the circumstances as may be specified in the related prospectus supplement. Loans may provide for the payment of interest at a rate lower than the specified interest rate borne by the loan (the “Loan Rate”) for a period of time or for the life of the loan, and the amount of any difference may be contributed from funds supplied by the seller of the Property or another source.

· Principal may be payable on a level debt service basis to fully amortize the loan over its term, may be calculated on the basis of an assumed amortization schedule that is significantly longer than the original term to maturity or on an interest rate that is different from the Loan Rate or may not be amortized during all or a portion of the original term. Payment of all or a substantial portion of the principal may be due on maturity, which is referred to as a “balloon payment”. Principal may include interest that has been deferred and added to the principal balance of the loan.

· Monthly payments of principal and interest may be fixed for the life of the loan, may increase over a specified period of time or may change from period to period. The terms of a loan may include limits on periodic increases or decreases in the amount of monthly payments and may include maximum or minimum amounts of monthly payments.

· The loans generally may be prepaid at any time. Prepayments of principal may be subject to a prepayment fee, which may be fixed for the life of the loan or may decline over time, and may be prohibited for the life of the loan or for certain periods, which are called lockout periods. Certain loans may permit prepayments after expiration of the applicable lockout period and may require the payment of a prepayment fee in connection with any subsequent prepayment. Other loans may permit prepayments without payment of a fee unless the prepayment occurs during specified time periods. The loans may include “due-on-sale” clauses that permit the mortgagee to demand payment of the entire loan in connection with the sale or certain transfers of the related mortgaged property. Other loans may be assumable by persons meeting the then applicable underwriting standards of the seller.

A trust fund may contain buydown loans that include provisions whereby a third party partially subsidizes the monthly payments of the obligors on the loans during the early years of the loans, the difference to be made up from a buydown fund contributed by the third party at the time of origination of the loan. A buydown fund will be in an amount equal either to the discounted value or full aggregate amount of future payment subsidies. Thereafter, buydown funds are applied to the applicable loan upon receipt by the master servicer of the mortgagor’s portion of the monthly payment on the loan. The master servicer administers the buydown fund to ensure that the monthly allocation from the buydown fund combined with the monthly payment received from the mortgagor equals the scheduled monthly payment on the applicable loan. The underlying assumption of buydown plans is that the income of the mortgagor will increase during the buydown period as a result of normal increases in compensation and inflation, so that the mortgagor will be able to meet the full mortgage payments at the end of the buydown period. To the extent that this assumption as to increased income is not fulfilled, the possibility of defaults on buydown loans is increased. The related prospectus supplement will contain information with respect to any buydown loan concerning limitations on the interest rate paid by the mortgagor initially, on annual increases in the interest rate and on the length of the buydown period.

The real property which secures repayment of the loans is referred to as the mortgaged properties and is collectively referred to herein as the “Properties.” The loans will be secured by mortgages or deeds of trust or other similar security instruments creating a lien on the Properties. The Properties may be located in any one of the fifty states, the District of Columbia, Guam, Puerto Rico or any other territory of the United States.

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Loans with certain Loan-to-Value Ratios and/or certain principal balances may be covered wholly or partially by primary mortgage guaranty insurance policies (each, a “Primary Mortgage Insurance Policy”). The existence, extent and duration of any coverage will be described in the applicable prospectus supplement.

The aggregate principal balance of loans secured by Properties that are owner-occupied will be disclosed in the related prospectus supplement. The applicable prospectus supplement may provide for the basis for representations relating to Single Family Properties, but if it does not, the sole basis for a representation that a given percentage of the loans is secured by Single Family Properties that are owner-occupied will be either (i) the making of a representation by the borrower at origination of the loan either that the underlying Property will be used by the borrower for a period of at least six months every year or that the borrower intends to use the Property as a primary residence or (ii) a finding that the address of the underlying Property is the borrower’s mailing address.

Single Family Loans. The mortgaged properties relating to single family loans will consist of detached or semi-detached one- to four-family dwelling units, townhouses, rowhouses, individual condominium units, individual units in planned unit developments, manufactured housing that is permanently affixed and treated as real property under local law, and certain other dwelling units (“Single Family Properties”). Single Family Properties may include vacation and second homes, investment properties, leasehold interests and properties which are used for both residential and commercial purposes. In the case of leasehold interests, the applicable prospectus supplement may provide for the leasehold term, but if it does not, the term of the leasehold will exceed the scheduled maturity of the loan by at least five years.

Multifamily Loans. Mortgaged properties which secure multifamily loans may include small multifamily residential properties such as rental apartment buildings or projects containing five to fifty residential units, including mid-rise and garden apartments. Certain of the multifamily loans may be secured by apartment buildings owned by cooperatives. In those cases, the cooperative owns all the apartment units in the building and all common areas. The cooperative is owned by tenant-stockholders who, through ownership of stock, shares or membership certificates in the corporation, receive proprietary leases or occupancy agreements which confer exclusive rights to occupy specific apartments or units. Generally, a tenant-stockholder of a cooperative must make a monthly payment to the cooperative representing the tenant-stockholder’s pro rata share of the cooperative’s payments for its mortgage loan, real property taxes, maintenance expenses and other capital or ordinary expenses. Those payments are in addition to any payments of principal and interest the tenant-stockholder must make on any loans to the tenant-stockholder secured by its shares in the cooperative. The cooperative will be directly responsible for building management and, in most cases, payment of real estate taxes and hazard and liability insurance. A cooperative’s ability to meet debt service obligations on a multifamily loan, as well as all other operating expenses, will be dependent in large part on the receipt of maintenance payments from the tenant-stockholders, as well as any rental income from units the cooperative might control. Unanticipated expenditures may in some cases have to be paid by special assessments on the tenant-stockholders. No more than 5% of the aggregate Trust Fund Assets for any series, as constituted at the time of the applicable cut-off date (measured by principal balance), will be comprised of multifamily loans.

Additional Information. Each prospectus supplement will contain information, as of the date of the prospectus supplement and to the extent then specifically known to the depositor, with respect to the loans contained in the related pool, including:

· the aggregate outstanding principal balance and the average outstanding principal balance of the loans as of the first day of the month of issuance of the related series of certificates or another date specified in the related prospectus supplement called a cut-off date,

· the type of property securing the loans (e.g., single-family residences, individual units in condominium apartment buildings or in buildings owned by cooperatives, small multifamily properties or other real property),

· the original terms to maturity of the loans,

· the ranges of the principal balances of the loans,

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· the earliest origination date and latest maturity date of any of the loans,

· the ranges of the Loan-to-Value Ratios of the loans at origination,

· the Loan Rates or range of Loan Rates borne by the loans, and

· the geographical distribution of the loans.

If specific information respecting the loans is not known to the depositor at the time the related securities are initially offered, more general information of the nature described above will be provided in the detailed description of Trust Fund Assets.

The “Loan-to-Value Ratio” of a loan at any given time is the fraction, expressed as a percentage, the numerator of which is the original principal balance of the related loan and the denominator of which is the Collateral Value of the related Property. The “Collateral Value” of the Property, other than with respect to certain loans the proceeds of which were used to refinance an existing mortgage loan (each, a “Refinance Loan”), will be calculated as described in the prospectus supplement, but if there is no description in the prospectus supplement, it is the lesser of (a) the appraised value determined in an appraisal obtained by the originator at origination of the loan and (b) the sales price for the Property. In the case of Refinance Loans, the “Collateral Value” of the related Property will be calculated as described in the prospectus supplement, but if there is no description in the prospectus supplement, it is generally the appraised value thereof determined in an appraisal obtained at the time of refinancing.

We can give no assurance that values of the Properties have remained or will remain at their levels on the dates of origination of the related loans. If the residential real estate market should experience an overall decline in property values such that the outstanding principal balances of the loans, and any secondary financing on the Properties, in a particular pool become equal to or greater than the value of the Properties, the actual rates of delinquencies, foreclosures and losses could be higher than those now generally experienced in the mortgage lending industry. In addition, adverse economic conditions and other factors (which may or may not affect real property values) may affect the timely payment by borrowers of scheduled payments of principal and interest on the loans and, accordingly, the actual rates of delinquencies, foreclosures and losses with respect to any pool. To the extent that the losses are not covered by subordination provisions or alternative arrangements, the losses will be borne, at least in part, by the holders of the securities of the related series.

Agency Securities

Government National Mortgage Association. Ginnie Mae is a wholly-owned corporate instrumentality of the United States with the United States Department of Housing and Urban Development. Section 306(g) of Title II of the National Housing Act of 1934, as amended, authorizes Ginnie Mae to guarantee the timely payment of the principal of and interest on certificates that represent an interest in a pool of mortgage loans insured by the FHA under the National Housing Act of 1934 or Title V of the Housing Act of 1949, or partially guaranteed by the VA under the Servicemen’s Readjustment Act of 1944, as amended, or Chapter 37 of Title 38, United States Code.

Section 306(g) of the National Housing Act of 1934 provides that “the full faith and credit of the United States is pledged to the payment of all amounts which may be required to be paid under any guaranty under this subsection.” In order to meet its obligations under that guaranty, Ginnie Mae may, under Section 306(d) of the National Housing Act of 1934, borrow from the United States Treasury in an unlimited amount which is at any time sufficient to enable Ginnie Mae to perform its obligations under its guarantee.

Ginnie Mae Certificates. Each Ginnie Mae certificate held in a trust fund will be a “fully modified pass-through” mortgage backed certificate issued and serviced by a Ginnie Mae issuer approved by Ginnie Mae or by Fannie Mae as a seller-servicer of FHA loans or VA loans. The Ginnie Mae certificates may be issued under either the Ginnie Mae I program or the Ginnie Mae II program. The mortgage loans underlying the Ginnie Mae certificates will consist of FHA loans or VA loans. Each mortgage loan is secured by a one-to four-family or multifamily residential property. Ginnie Mae will approve the issuance of each Ginnie Mae certificate in accordance with a guaranty agreement between Ginnie Mae and the Ginnie Mae issuer. Pursuant to its guaranty agreement, a Ginnie Mae issuer will be required to advance its own funds in order to make timely payments of all amounts due on each Ginnie Mae certificate if the payments received by the Ginnie Mae issuer on the FHA loans or VA loans underlying each Ginnie Mae certificate are less than the amounts due on each Ginnie Mae certificate.

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The full and timely payment of principal of and interest on each Ginnie Mae certificate will be guaranteed by Ginnie Mae, which obligation is backed by the full faith and credit of the United States. Each Ginnie Mae certificate will have an original maturity of not more than 30 years (but may have original maturities of substantially less than 30 years). Each Ginnie Mae certificate will be based on and backed by a pool of FHA loans or VA loans secured by one to four-family residential properties and will provide for the payment by or on behalf of the Ginnie Mae issuer to the registered holder of the Ginnie Mae certificate of scheduled monthly payments of principal and interest equal to the registered holder’s proportionate interest in the aggregate amount of the monthly principal and interest payment on each FHA loan or VA loan underlying the Ginnie Mae certificate, less the applicable servicing and guaranty fee, which together equal the difference between the interest on the FHA loan or VA loan and the pass-through rate on the Ginnie Mae certificate. In addition, each payment will include proportionate pass-through payments of any prepayments of principal on the FHA loans or VA loans underlying the Ginnie Mae certificate and liquidation proceeds upon a foreclosure or other disposition of the FHA loans or VA loans.

If a Ginnie Mae issuer is unable to make the payments on a Ginnie Mae certificate as it becomes due, it must promptly notify Ginnie Mae and request Ginnie Mae to make the payment. Upon notification and request, Ginnie Mae will make the payments directly to the registered holder of the Ginnie Mae certificate. If no payment is made by a Ginnie Mae issuer and the Ginnie Mae issuer fails to notify and request Ginnie Mae to make the payment, the holder of the Ginnie Mae certificate will have recourse only against Ginnie Mae to obtain the payment. The trustee or its nominee, as registered holder of the Ginnie Mae certificates held in a trust fund, will have the right to proceed directly against Ginnie Mae under the terms of the guaranty agreements relating to the Ginnie Mae certificates for any amounts that are not paid when due.

All mortgage loans underlying a particular Ginnie Mae I certificate must have the same interest rate over the term of the loan, except in pools of mortgage loans secured by manufactured homes. The interest rate on the Ginnie Mae I certificate will equal the interest rate on the mortgage loans included in the pool of mortgage loans underlying the Ginnie Mae I certificate, less one-half percentage point per annum of the unpaid principal balance of the mortgage loans.

Mortgage loans underlying a particular Ginnie Mae II certificate may have per annum interest rates that vary from each other by up to one percentage point. The interest rate on each Ginnie Mae II certificate will be between one half percentage point and one and one-half percentage points lower than the highest interest rate on the mortgage loans included in the pool of mortgage loans underlying the Ginnie Mae II certificate, except for pools of mortgage loans secured by manufactured homes.

Regular monthly installment payments on each Ginnie Mae certificate held in a trust fund will be comprised of interest due as specified on the Ginnie Mae certificate plus the scheduled principal payments on the FHA loans or VA loans underlying the Ginnie Mae certificate due on the first day of the month in which the scheduled monthly installments on the Ginnie Mae certificate are due. The regular monthly installments on each Ginnie Mae certificate are required to be paid to the trustee as registered holder by the 15th day of each month in the case of a Ginnie Mae I certificate and are required to be mailed to the trustee by the 20th day of each month in the case of a Ginnie Mae II certificate. Any principal prepayments on any FHA loans or VA loans underlying a Ginnie Mae certificate held in a trust fund or any other early recovery of principal on the loans will be passed through to the trustee as the registered holder of the Ginnie Mae certificate.

Ginnie Mae certificates may be backed by graduated payment mortgage loans or by buydown loans for which funds will have been provided (and deposited into escrow accounts) for application to the payment of a portion of the borrowers’ monthly payments during the early years of the mortgage loan. Payments due the registered holders of Ginnie Mae certificates backed by pools containing buydown loans will be computed in the same manner as payments derived from other Ginnie Mae certificates and will include amounts to be collected from both the borrower and the related escrow account. The graduated payment mortgage loans will provide for graduated interest payments that, during the early years of the mortgage loans, will be less than the amount of stated interest on the mortgage loans. The interest not so paid will be added to the principal of the graduated payment mortgage loans and, together with interest on them, will be paid in subsequent years. The obligations of Ginnie Mae and of a Ginnie Mae issuer will be the same irrespective of whether the Ginnie Mae certificates are backed by graduated payment mortgage loans or buydown loans. No statistics comparable to the FHA’s prepayment experience on level payment, non-buydown mortgage loans are available for graduated payment or buydown loans. Ginnie Mae certificates related to a series of certificates may be held in book-entry form.

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The Ginnie Mae certificates included in a trust fund, and the related underlying mortgage loans, may have characteristics and terms different from those described above. Any different characteristics and terms will be described in the related prospectus supplement.

Federal Home Loan Mortgage Corporation. Freddie Mac is a corporate instrumentality of the United States created pursuant to Title III of the Emergency Home Finance Act of 1970, as amended. The common stock of Freddie Mac is owned by the Federal Home Loan Banks and its preferred stock is owned by stockholders of the Federal Home Loan Banks. Freddie Mac was established primarily to increase the availability of mortgage credit to finance urgently needed housing. It seeks to provide an enhanced degree of liquidity for residential mortgage investments primarily by assisting in the development of secondary markets for conventional mortgages. The principal activity of Freddie Mac currently consists of the purchase of first lien conventional mortgage loans or participation interests in mortgage loans and the sale of the mortgage loans or participations so purchased in the form of mortgage securities, primarily mortgage participation certificates issued and either guaranteed as to timely payment of interest or guaranteed as to timely payment of interest and ultimate payment of principal by Freddie Mac. Freddie Mac is confined to purchasing, so far as practicable, mortgage loans that it deems to be of such quality, type and class as to meet generally the purchase standards imposed by private institutional mortgage investors.

Freddie Mac Certificates. Each Freddie Mac certificate represents an undivided interest in a pool of mortgage loans that may consist of first lien conventional loans, FHA loans or VA loans. Freddie Mac certificates are sold under the terms of a Mortgage Participation Certificate Agreement. A Freddie Mac certificate may be issued under either Freddie Mac’s Cash Program or Guarantor Program.

Mortgage loans underlying the Freddie Mac certificates held by a trust fund will consist of mortgage loans with original terms to maturity of between 10 and 40 years. Each mortgage loan must meet the applicable standards set forth in the Emergency Home Finance Act of 1970. A Freddie Mac certificate group may include whole loans, participation interests in whole loans and undivided interests in whole loans and participations comprising another Freddie Mac certificate group. Under the Guarantor Program, a Freddie Mac certificate group may include only whole loans or participation interests in whole loans.

Freddie Mac guarantees to each registered holder of a Freddie Mac certificate the timely payment of interest on the underlying mortgage loans to the extent of the applicable certificate interest rate on the registered holder’s pro rata share of the unpaid principal balance outstanding on the underlying mortgage loans in the Freddie Mac certificate group represented by the Freddie Mac certificate, whether or not received. Freddie Mac also guarantees to each registered holder of a Freddie Mac certificate collection by the holder of all principal on the underlying mortgage loans, without any offset or deduction, to the extent of the holder’s pro rata share of it, but does not, except if and to the extent specified in the related prospectus supplement for a series of certificates, guarantee the timely payment of scheduled principal. Under Freddie Mac’s Gold PC Program, Freddie Mac guarantees the timely payment of principal based on the difference between the pool factor published in the month preceding the month of distribution and the pool factor published in the month of distribution. Pursuant to its guaranties, Freddie Mac indemnifies holders of Freddie Mac certificates against any diminution in principal from charges for property repairs, maintenance and foreclosure. Freddie Mac may remit the amount due on account of its guaranty of collection of principal at any time after default on an underlying mortgage loan, but not later than 30 days following foreclosure sale, 30 days following payment of the claim by any mortgage insurer or 30 days following the expiration of any right of redemption, whichever occurs later, but in any event no later than one year after demand has been made upon the mortgagor for accelerated payment of principal. In taking actions regarding the collection of principal after default on the mortgage loans underlying Freddie Mac certificates, including the timing of demand for acceleration, Freddie Mac reserves the right to exercise its judgment with respect to the mortgage loans in the same manner as for mortgage loans that it has purchased but not sold. The length of time necessary for Freddie Mac to determine that a mortgage loan should be accelerated varies with the particular circumstances of each mortgagor, and Freddie Mac has not adopted standards which require that the demand be made within any specified period.

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Freddie Mac certificates are not guaranteed by the United States or by any Federal Home Loan Bank and do not constitute debts or obligations of the United States or any Federal Home Loan Bank. The obligations of Freddie Mac under its guaranty are obligations solely of Freddie Mac and are not backed by, or entitled to, the full faith and credit of the United States. If Freddie Mac were unable to satisfy its obligations, distributions to holders of Freddie Mac certificates would consist solely of payments and other recoveries on the underlying mortgage loans and, accordingly, monthly distributions to holders of Freddie Mac certificates would be affected by delinquent payments and defaults on the mortgage loans.

Registered holders of Freddie Mac certificates are entitled to receive their monthly pro rata share of all principal payments on the underlying mortgage loans received by Freddie Mac, including any scheduled principal payments, full and partial prepayments of principal and principal received by Freddie Mac by virtue of condemnation, insurance, liquidation or foreclosure, and repurchases of the mortgage loans by Freddie Mac or their seller. Freddie Mac is required to remit each registered Freddie Mac certificateholder’s pro rata share of principal payments on the underlying mortgage loans, interest at the Freddie Mac pass-through rate and any other sums such as prepayment fees, within 60 days of the date on which the payments are deemed to have been received by Freddie Mac.

Under Freddie Mac’s Cash Program, there is no limitation on the amount by which interest rates on the mortgage loans underlying a Freddie Mac certificate may exceed the pass-through rate on the Freddie Mac certificate. Under that program, Freddie Mac purchases groups of whole mortgage loans from sellers at specified percentages of their unpaid principal balances, adjusted for accrued or prepaid interest, which when applied to the interest rate of the mortgage loans and participations purchased results in the yield required by Freddie Mac. The required yield, which includes a minimum servicing fee retained by the servicer, is calculated using the outstanding principal balance. The range of interest rates on the mortgage loans and participations in a Freddie Mac certificate group under the Cash Program will vary since mortgage loans and participations are purchased and assigned to a Freddie Mac certificate group based upon their yield to Freddie Mac rather than on the interest rate on the underlying mortgage loans. Under Freddie Mac’s Guarantor Program, the pass-through rate on a Freddie Mac certificate is established based upon the lowest interest rate on the underlying mortgage loans, minus a minimum servicing fee and the amount of Freddie Mac’s management and guaranty income as agreed upon between the seller and Freddie Mac.

Freddie Mac certificates duly presented for registration of ownership on or before the last business day of a month are registered effective as of the first day of the month. The first remittance to a registered holder of a Freddie Mac certificate will be distributed so as to be received normally by the 15th day of the second month following the month in which the purchaser became a registered holder of the Freddie Mac certificate. Thereafter, the remittance will be distributed monthly to the registered holder so as to be received normally by the 15th day of each month. The Federal Reserve Bank of New York maintains book-entry accounts for Freddie Mac certificates sold by Freddie Mac on or after January 2, 1985, and makes payments of principal and interest each month to their registered holders in accordance with the holders’ instructions.

Federal National Mortgage Association. Fannie Mae is a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, as amended. Fannie Mae was originally established in 1938 as a United States government agency to provide supplemental liquidity to the mortgage market and was transformed into a stockholder owned and privately-managed corporation by legislation enacted in 1968.

Fannie Mae provides funds to the mortgage market primarily by purchasing mortgage loans from lenders, thereby replenishing their funds for additional lending. Fannie Mae acquires funds to purchase mortgage loans from many capital market investors that may not ordinarily invest in mortgages, thereby expanding the total amount of funds available for housing. Operating nationwide, Fannie Mae helps to redistribute mortgage funds from capital-surplus to capital-short areas.

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Fannie Mae Certificates. These are guaranteed mortgage pass-through certificates issued and guaranteed as to timely payment of principal and interest by Fannie Mae representing fractional undivided interests in a pool of mortgage loans formed by Fannie Mae. Each mortgage loan must meet the applicable standards of the Fannie Mae purchase program. Mortgage loans comprising a pool are either provided by Fannie Mae from its own portfolio or purchased pursuant to the criteria of the Fannie Mae purchase program.

Mortgage loans underlying Fannie Mae certificates held by a trust fund will consist of conventional mortgage loans, FHA loans or VA loans. Original maturities of substantially all of the conventional, level payment mortgage loans underlying a Fannie Mae certificate are expected to be between either 8 to 15 years or 20 to 40 years. The original maturities of substantially all of the fixed rate, level payment FHA loans or VA loans are expected to be 30 years. Mortgage loans underlying a Fannie Mae certificate may have annual interest rates that vary by as much as two percentage points from each other. The rate of interest payable on a Fannie Mae certificate is equal to the lowest interest rate of any mortgage loan in the related pool, less a specified minimum annual percentage representing servicing compensation and Fannie Mae’s guaranty fee. Under a regular servicing option, the annual interest rates on the mortgage loans underlying a Fannie Mae certificate will be between 50 basis points and 250 basis points greater than is its annual pass through rate. Under this option the mortgagee or each other servicer assumes the entire risk of foreclosure losses. Under a special servicing option, the annual interest rates on the mortgage loans underlying a Fannie Mae certificate will generally be between 55 basis points and 255 basis points greater than the annual Fannie Mae certificate pass-through rate. Under this option Fannie Mae assumes the entire risk for foreclosure losses. If specified in the related prospectus supplement, Fannie Mae certificates may be backed by adjustable rate mortgages.

Fannie Mae guarantees to each registered holder of a Fannie Mae certificate that it will distribute amounts representing the holder’s proportionate share of scheduled principal and interest payments at the applicable pass through rate provided for by the Fannie Mae certificate on the underlying mortgage loans, whether or not received, and the holder’s proportionate share of the full principal amount of any foreclosed or other finally liquidated mortgage loan, whether or not the principal amount is actually recovered. The obligations of Fannie Mae under its guaranties are obligations solely of Fannie Mae and are not backed by, or entitled to, the full faith and credit of the United States. Although the Secretary of the Treasury of the United States has discretionary authority to lend Fannie Mae up to $2.25 billion outstanding at any time, neither the United States nor any of its agencies is obligated to finance Fannie Mae’s operations or to assist Fannie Mae in any other manner. If Fannie Mae were unable to satisfy its obligations, distributions to holders of Fannie Mae certificates would consist solely of payments and other recoveries on the underlying mortgage loans and, accordingly, monthly distributions to holders of Fannie Mae certificates would be affected by delinquent payments and defaults on the mortgage loans.

Except for Fannie Mae certificates backed by pools containing graduated payment mortgage loans or mortgage loans secured by multifamily projects, Fannie Mae certificates evidencing interests in pools of mortgage loans formed on or after May 1, 1985 are available in book-entry form only. Distributions of principal and interest on each Fannie Mae certificate will be made by Fannie Mae on the 25th day of each month to the persons in whose name the Fannie Mae certificate is entered in the books of the Federal Reserve Banks or registered on the Fannie Mae certificate register as of the close of business on the last day of the preceding month. Distributions on Fannie Mae certificates issued in book-entry form will be made by wire. Distributions on fully registered Fannie Mae certificates will be made by check.

The Fannie Mae certificates included in a trust fund, and the related underlying mortgage loans, may have characteristics and terms different from those described above. Any different characteristics and terms will be described in the related prospectus supplement.

Stripped Mortgage-Backed Securities. Agency Securities may consist of one or more stripped mortgage-backed securities, each as described in this prospectus and in the related prospectus supplement. Each Agency Security will represent an undivided interest in all or part of either the principal distributions (but not the interest distributions) or the interest distributions (but not the principal distributions), or in some specified portion of the principal and interest distributions (but not all the distributions) on certain Freddie Mac, Fannie Mae or Ginnie Mae certificates. The underlying securities will be held under a trust agreement by Freddie Mac, Fannie Mae or Ginnie Mae, each as trustee, or by another trustee named in the related prospectus supplement. The applicable prospectus supplement may specify that Freddie Mac, Fannie Mae or Ginnie Mae will not guarantee each stripped Agency Security to the same extent it guarantees the underlying securities backing the stripped Agency Security, but if it does not, then Freddie Mac, Fannie Mae or Ginnie Mae will guarantee each stripped Agency Security to the same extent it guarantees the underlying securities backing the stripped Agency Security.

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Other Agency Securities. If specified in the related prospectus supplement, a trust fund may include other mortgage pass-through certificates issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac. The characteristics of those mortgage pass-through certificates will be described in the prospectus supplement. If so specified, a combination of different types of Agency Securities may be held in a trust fund.

Non-Agency Mortgage-Backed Securities

Non-Agency Mortgage-Backed Securities may consist of mortgage pass-through certificates or participation certificates evidencing an undivided interest in a pool of mortgage loans or collateralized mortgage obligations secured by mortgage loans. Non-Agency Mortgage-Backed Securities may include stripped mortgage-backed securities representing an undivided interest in all or a part of either the principal distributions (but not the interest distributions) or the interest distributions (but not the principal distributions) or in some specified portion of the principal and interest distributions (but not all the distributions) on certain mortgage loans. Non-Agency Mortgage-Backed Securities will have been issued pursuant to a pooling and servicing agreement, an indenture or similar agreement. The applicable prospectus supplement may provide that the seller/servicer of the underlying mortgage loans will not have entered into a pooling and servicing agreement with a private trustee, but if it does not, the seller/servicer of the underlying mortgage loans will have entered into the pooling and servicing agreement with a private trustee. The private trustee or its agent, or a custodian, will possess the mortgage loans underlying the Non-Agency Mortgage-Backed Security. Mortgage loans underlying a Non-Agency Mortgage-Backed Security will be serviced by a private servicer directly or by one or more subservicers who may be subject to the supervision of the private servicer.

The issuer of the Non-Agency Mortgage-Backed Securities will be a financial institution or other entity engaged generally in the business of mortgage lending, a public agency or instrumentality of a state, local or federal government, or a limited purpose corporation organized for the purpose of, among other things, establishing trusts and acquiring and selling housing loans to the trusts and selling beneficial interests in the trusts. If so specified in the related prospectus supplement, the issuer of Non-Agency Mortgage-Backed Securities may be an affiliate of the depositor. The obligations of the issuer of Non-Agency Mortgage-Backed Securities will generally be limited to certain representations and warranties with respect to the assets conveyed by it to the related trust fund. The issuer of Non-Agency Mortgage-Backed Securities will not have guaranteed any of the assets conveyed to the related trust fund or any of the Non-Agency Mortgage-Backed Securities issued under the pooling and servicing agreement. Additionally, although the mortgage loans underlying the Non-Agency Mortgage-Backed Securities may be guaranteed by an agency or instrumentality of the United States, the Non-Agency Mortgage-Backed Securities themselves will not be so guaranteed.

Distributions of principal and interest will be made on the Non-Agency Mortgage-Backed Securities on the dates specified in the related prospectus supplement. The Non-Agency Mortgage-Backed Securities may be entitled to receive nominal or no principal distributions or nominal or no interest distributions. Principal and interest distributions will be made on the Non-Agency Mortgage-Backed Securities by the private trustee or the private servicer. The issuer of Non-Agency Mortgage-Backed Securities or the private servicer may have the right to repurchase assets underlying the Non-Agency Mortgage-Backed Securities after a certain date or under other circumstances specified in the related prospectus supplement.

The mortgage loans underlying the Non-Agency Mortgage-Backed Securities may consist of fixed rate, level payment, fully amortizing loans or graduated payment mortgage loans, buydown loans, adjustable rate mortgage loans or loans having balloon or other special payment features. The mortgage loans may be secured by first liens on single family residences or multifamily residential properties, such as rental apartment buildings or projects containing five to fifty residential units, or by an assignment of the proprietary lease or occupancy agreement relating to a specific dwelling within a cooperative and the related shares issued by the cooperative.

The prospectus supplement for a series for which the trust fund includes Non-Agency Mortgage-Backed Securities will specify

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· the aggregate approximate principal amount and type of the Non-Agency Mortgage-Backed Securities to be included in the trust fund;

· certain characteristics of the mortgage loans that comprise the underlying assets for the Non-Agency Mortgage-Backed Securities including

· the payment features of the mortgage loans,

· the approximate aggregate principal balance, if known, of underlying mortgage loans insured or guaranteed by a governmental entity,

· the servicing fee or range of servicing fees with respect to the mortgage loans and

· the minimum and maximum stated maturities of the underlying mortgage loans at origination;

· the maximum original term-to-stated maturity of the Non-Agency Mortgage-Backed Securities;

· the weighted average term-to stated maturity of the Non-Agency Mortgage-Backed Securities;

· the pass-through or certificate rate of the Non-Agency Mortgage-Backed Securities;

· the weighted average pass-through or certificate rate of the Non-Agency Mortgage-Backed Securities;

· the issuer of Non-Agency Mortgage-Backed Securities, the private servicer (if other than the issuer of Non-Agency Mortgage-Backed Securities) and the private trustee for the Non-Agency Mortgage-Backed Securities;

· certain characteristics of credit support, if any, such as reserve funds, insurance policies, surety bonds, letters of credit or guaranties relating to the mortgage loans underlying the Non-Agency Mortgage-Backed Securities or to the Non-Agency Mortgage-Backed Securities themselves;

· the terms on which the underlying mortgage loans for the Non-Agency Mortgage-Backed Securities may, or are required to, be purchased before their stated maturity or the stated maturity of the Non-Agency Mortgage-Backed Securities;

· the terms on which mortgage loans may be substituted for those originally underlying the Non-Agency Mortgage-Backed Securities; and

· as appropriate, shall indicate whether the information required to be presented with respect to the Non-Agency Mortgage-Backed Securities as a “significant obligor” is either incorporated by reference, provided directly by the issuer or provided by reference to the Exchange Act filings of another entity.

Non-Agency Mortgage-Backed Securities included in the trust fund for a series of certificates that were issued by an issuer of Non-Agency Mortgage-Backed Securities that is not affiliated with the depositor must be acquired in bona fide secondary market transactions or either have been previously registered under the Securities Act of 1933 or have been held for at least the holding period required to be eligible for sale under Rule 144(k) under the Securities Act of 1933.

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Substitution of Trust Fund Assets

Substitution of Trust Fund Assets will be permitted in the event of breaches of representations and warranties with respect to any original Trust Fund Asset or in the event the documentation with respect to any Trust Fund Asset is determined by the trustee to be incomplete. The period during which the substitution will be permitted generally will be indicated in the related prospectus supplement. The related prospectus supplement will describe any other conditions upon which Trust Fund Assets may be substituted for Trust Fund Assets initially included in the Trust Fund.

Available Information

The depositor has filed with the SEC a Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the securities. This prospectus, which forms a part of the Registration Statement, and the prospectus supplement relating to each series of securities contain summaries of the material terms of the documents referred to in this prospectus and in the prospectus supplement, but do not contain all of the information in the Registration Statement pursuant to the rules and regulations of the SEC. For further information, reference is made to the Registration Statement and its exhibits. The Registration Statement and exhibits can be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website that contains reports, information statements and other information regarding the registrants that file electronically with the SEC, including the depositor. The address of that Internet website is http://www.sec.gov. The depositor’s SEC Securities Act file number is 333-140958.

This prospectus and any applicable prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus and the prospectus supplement nor an offer of the securities to any person in any state or other jurisdiction in which the offer would be unlawful.

Incorporation of Certain Documents by Reference; Reports Filed with the SEC

All distribution reports on Form 10-D and current reports on Form 8-K filed with the SEC for the trust fund referred to in the accompanying prospectus supplement after the date of this prospectus and before the end of the related offering are incorporated by reference in this prospectus and are a part of this prospectus from the date of their filing. Any statement contained in a document incorporated by reference in this prospectus is modified or superseded for all purposes of this prospectus to the extent that a statement contained in this prospectus (or in the accompanying prospectus supplement) or in any other subsequently filed document that also is incorporated by reference differs from that statement. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this prospectus.

The depositor or master servicer on behalf of the trust fund of the related series will file the reports required under the Securities Act and under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These reports include (but are not limited to):

· Reports on Form 8-K (Current Report), following the issuance of the series of securities of the related trust fund, including as Exhibits to the Form 8-K (1) the agreements or other documents specified in the related prospectus supplement, if applicable, (2) the Detailed Description, if applicable, regarding the related Trust Fund Assets and (3) the opinions related to the tax consequences and the legality of the series being issued required to be filed under applicable securities laws;

· Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;

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· Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following the distribution date specified in the related prospectus supplement; and

· Reports on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year and filing or furnishing, as appropriate, the required exhibits.

Neither the depositor nor the master servicer intends to file with the SEC any reports required under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act with respect to a trust fund following completion of the reporting period required by Rule 15d-1 or Regulation 15D under the Exchange Act. Unless specifically stated in the report, the reports and any information included in the report will neither be examined nor reported on by an independent public accountant. Each trust fund formed by the depositor will have a separate file number assigned by the SEC, which is generally not available until filing of the final prospectus supplement related to the series. Reports filed with respect to a trust fund with the SEC after the final prospectus supplement is filed will be available under trust fund’s specific number, which will be a series number assigned to the SEC Securities Act file number of the depositor.

The trustee on behalf of any trust fund will provide without charge to each person to whom this prospectus is delivered, on the person’s written request, a copy of any or all of the documents referred to above that have been or may be incorporated by reference in this prospectus (not including exhibits to the information that is incorporated by reference unless the exhibits are specifically incorporated by reference into the information that this prospectus incorporates) and any reports filed with the SEC. Requests should be directed to the corporate trust office of the trustee specified in the accompanying prospectus supplement.

Reports to Securityholders

The distribution and pool performance reports filed on Form 10-D will be forwarded to each securityholder as specified in the related prospectus supplement. See “Description of the Securities — Reports to Securityholders.” All other reports filed with the SEC concerning the trust fund will be forwarded to securityholders free of charge upon written request to the trustee on behalf of any trust fund, but will not be made available through an Internet website of the depositor, the master servicer or any other party as these reports and exhibits can be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC and can also be viewed electronically at the Internet website of the SEC shown above under “— Available Information.”

Use of Proceeds

The net proceeds to be received from the sale of the securities will be applied by the depositor to the purchase of Trust Fund Assets or will be used by the depositor for general corporate purposes. The depositor expects to sell securities in series from time to time, but the timing and amount of offerings of securities will depend on a number of factors, including the volume of Trust Fund Assets acquired by the depositor, prevailing interest rates, availability of funds and general market conditions.

The Depositor

CWMBS, Inc., a Delaware corporation (the “depositor”), was incorporated in May 1993 for the limited purpose of acquiring, owning and transferring Trust Fund Assets and selling interests in them or bonds secured by them. The depositor is a limited purpose finance subsidiary of Countrywide Financial Corporation, a Delaware corporation. The depositor maintains its principal office at 4500 Park Granada, Calabasas, California 91302. Its telephone number is (818) 225-3000.

The depositor’s obligations after issuance of the securities include delivery of the Trust Fund Assets and certain related documents and instruments, repurchasing Trust Fund Assets in the event of certain breaches of representations or warranties made by the depositor, providing tax-related information to the Trustee and maintaining the trustee’s first priority perfected security interest in the Trust Fund Assets.

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Neither the depositor nor any of the depositor’s affiliates will insure or guarantee distributions on the securities of any series.

Loan Program

The loans will have been purchased by the depositor, either directly or through affiliates, from sellers. The applicable prospectus supplement may provide for the underwriting criteria used in originating the loans, but if it does not, the loans so acquired by the depositor will have been originated in accordance with the underwriting criteria specified below under “Underwriting Standards.”

Underwriting Standards

Underwriting standards are applied by or on behalf of a lender to evaluate the borrower’s credit standing and repayment ability, and the value and adequacy of the related Property as collateral. In general, a prospective borrower applying for a loan is required to fill out a detailed application designed to provide to the underwriting officer pertinent credit information. As part of the description of the borrower’s financial condition, the borrower generally is required to provide a current list of assets and liabilities and a statement of income and expenses, as well as an authorization to apply for a credit report which summarizes the borrower’s credit history with local merchants and lenders and any record of bankruptcy. In most cases, an employment verification is obtained from an independent source (typically the borrower’s employer) which verification reports, among other things, the length of employment with that organization and the borrower’s current salary. If a prospective borrower is self-employed, the borrower may be required to submit copies of signed tax returns. The borrower may also be required to authorize verification of deposits at financial institutions where the borrower has demand or savings accounts.

In determining the adequacy of the property to be used as collateral, an appraisal may be made of each property considered for financing. Except as described in the prospectus supplement, an appraiser is generally required to inspect the property, issue a report on its condition and, if applicable, verify construction, if new, has been completed. The appraisal is generally based on the market value of comparable homes, the estimated rental income (if considered applicable by the appraiser) and the cost of replacing the home.

Each seller’s underwriting standards will generally permit loans with loan-to-value ratios at origination of up to 100% depending on the loan program, type and use of the property, creditworthiness of the borrower and debt-to-income ratio. If so specified in the related prospectus supplement, a seller’s underwriting criteria may permit loans with loan-to-value ratios at origination in excess of 100%.

Once all applicable employment, credit and property information is received, a determination generally is made as to whether the prospective borrower has sufficient monthly income available to meet monthly housing expenses and other financial obligations and monthly living expenses and to meet the borrower’s monthly obligations on the proposed mortgage loan (generally determined on the basis of the monthly payments due in the year of origination) and other expenses related to the mortgaged property such as property taxes and hazard insurance). The underwriting standards applied by sellers, particularly with respect to the level of loan documentation and the mortgagor’s income and credit history, may be varied in appropriate cases where factors as low Loan-to-Value Ratios or other favorable credit factors exist.

In the case of a loan secured by a leasehold interest in real property, the title to which is held by a third party lessor, the applicable prospectus supplement may provide for the related representations and warranties of the seller, but if it does not, the related seller will represent and warrant, among other things, that the remaining term of the lease and any sublease is at least as long as the remaining term on the loan.

Certain of the types of loans that may be included in a trust fund are recently developed and may involve additional uncertainties not present in traditional types of loans. For example, certain of those loans may provide for escalating or variable payments by the borrower. These types of loans are underwritten on the basis of a judgment that the borrowers have the ability to make the monthly payments required initially. In some instances, a borrower’s income may not be sufficient to permit continued loan payments as the payments increase. These types of loans may also be underwritten primarily upon the basis of Loan-to-Value Ratios or other favorable credit factors.

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Qualifications of Sellers

Each seller must be an institution experienced in originating and servicing loans of the type contained in the related pool and must maintain satisfactory facilities to originate and service (either directly or through qualified subservicers) those loans. If a seller does not meet the foregoing qualifications, the related originator must satisfy those qualifications.

Representations by Sellers; Repurchases

Each seller or, in some cases originator, will have made representations and warranties in respect of the loans sold by the seller or originator and evidenced by all, or a part, of a series of securities. The representations and warranties may include, among other things:

· that a lender’s policy of title insurance (or other similar form of policy of insurance or an attorney’s certificate of title) or a commitment to issue the policy was effective on the date of origination of each loan, other than cooperative loans, and that each policy (or certificate of title as applicable) remained in effect on the applicable cut-off date;

· that the seller had good title to each loan and each loan was subject to no valid offsets, defenses or counterclaims except to the extent that any buydown agreement may forgive certain indebtedness of a borrower;

· that each loan is secured by a valid lien on, or a perfected security interest with respect to, the Property (subject only to permissible liens disclosed, if applicable, title insurance exceptions, if applicable, and certain other exceptions described in the Agreement) and that, to the seller’s knowledge, the Property was free of material damage;

· that there were no delinquent tax or assessment liens against the Property;

· that no payment of a principal and interest on a loan was delinquent more than the number of days specified in the related prospectus supplement; and

· that each loan at the time it was originated and on the date of transfer by the seller to the depositor complied in all material respects with all applicable local, state and federal laws.

If so specified in the related prospectus supplement, the representations and warranties of a seller or originator in respect of a loan will be made not as of the cut-off date but as of the date on which the seller or originator sold the loan to the depositor or one of its affiliates. Under those circumstances, a substantial period of time may have elapsed between the sale date and the date of initial issuance of the series of securities evidencing an interest in the loan. Since the representations and warranties of a seller or originator do not address events that may occur following the sale of a loan by the seller or originator, its repurchase obligation described below will not arise if the relevant event that would otherwise have given rise to the repurchase obligation with respect to a loan occurs after the date of sale of the loan by the seller or originator to the depositor or its affiliates. In addition, certain representations, including the condition of the related mortgaged property will be limited to the extent the seller or originator has knowledge and the seller or originator will be under no obligation to investigate the substance of the representation. However, the depositor will not include any loan in the trust fund for any series of securities if anything has come to the depositor’s attention that would cause it to believe that the representations and warranties of a seller or originator will not be accurate and complete in all material respects in respect of the loan as of the date of initial issuance of the related series of securities. If the master servicer is also a seller or originator of loans with respect to a particular series of securities, those representations will be in addition to the representations and warranties made by the master servicer in its capacity as a master servicer.

The master servicer or the trustee, if the master servicer is the seller or originator, will promptly notify the relevant seller or originator of any breach of any representation or warranty made by it in respect of a loan which materially and adversely affects the interests of the securityholders in the loan. If the seller or originator cannot cure the breach within 90 days following notice from the master servicer or the trustee, as the case may be, the applicable prospectus supplement may provide for the seller’s or originator’s obligations under those circumstances, but if it does not, then the seller or originator will be obligated either

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· to repurchase the loan from the trust fund at a price (the “Purchase Price”) equal to 100% of the unpaid principal balance of the loan as of the date of the repurchase plus accrued interest on the loan to the first day of the month following the month of repurchase at the Loan Rate (less any Advances or amount payable as related servicing compensation if the seller or originator is the master servicer) or

· substitute for the loan a replacement loan that satisfies the criteria specified in the related prospectus supplement.

If a REMIC election is to be made with respect to a trust fund, the applicable prospectus supplement may provide for the obligations of the master servicer or residual certificateholder, but if it does not, the master servicer or a holder of the related residual certificate generally will be obligated to pay any prohibited transaction tax which may arise in connection with any repurchase or substitution and the trustee must have received a satisfactory opinion of counsel that the repurchase or substitution will not cause the trust fund to lose its status as a REMIC or otherwise subject the trust fund to a prohibited transaction tax. The master servicer may be entitled to reimbursement for that payment from the assets of the related trust fund or from any holder of the related residual certificate. See “Description of the Securities — General.” Except in those cases in which the master servicer is the seller or originator, the master servicer will be required under the applicable Agreement to enforce this obligation for the benefit of the trustee and the holders of the securities, following the practices it would employ in its good faith business judgment were it the owner of the loan. This repurchase or substitution obligation will constitute the sole remedy available to holders of securities or the trustee for a breach of representation by a seller or originator.

Neither the depositor nor the master servicer (unless the master servicer is the seller) will be obligated to purchase or substitute a loan if a seller defaults on its obligation to do so, and we can give no assurance that sellers will carry out their respective repurchase or substitution obligations with respect to loans. However, to the extent that a breach of a representation and warranty of a seller may also constitute a breach of a representation made by the master servicer, the master servicer may have a repurchase or substitution obligation as described below under “The Agreements — Assignment of Trust Fund Assets.”

Static Pool Data

If specified in the related prospectus supplement, static pool data with respect to the delinquency, cumulative loss and prepayment data for Countrywide Home Loans, Inc. (“Countrywide Home Loans”) or any other person specified in the related prospectus supplement will be made available through an Internet website. The prospectus supplement related to each series for which the static pool data is provided through an Internet website will contain the Internet website address to obtain this information. Except as stated below, the static pool data provided through any Internet website will be deemed part of this prospectus and the registration statement of which this prospectus is a part from the date of the related prospectus supplement.

Notwithstanding the foregoing, the following information shall not be deemed part of the prospectus or the registration statement of which this prospectus is a part:

· with respect to information regarding prior securitized pools of Countrywide Home Loans (or the applicable person specified in the related prospectus supplement) that do not include the currently offered pool, information regarding prior securitized pools that were established before January 1, 2006; and

· with respect to information regarding the pool described in the related prospectus supplement, information about the pool for periods before January 1, 2006.

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Static pool data may also be provided in the related prospectus supplement or may be provided in the form of a CD-ROM accompanying the related prospectus supplement. The related prospectus supplement will specify how the static pool data will be presented.

Description of the Securities

Each series of certificates will be issued pursuant to separate Pooling and Servicing Agreements. A form of Pooling and Servicing Agreement has been filed as an exhibit to the Registration Statement of which this prospectus forms a part. Each Pooling and Servicing Agreement will be dated as of the related cut-off date, will be among the depositor, the master servicer and the trustee for the benefit of the holders of the securities of the related series. Each series of notes will be issued pursuant to an indenture (the “Indenture”) between the related trust fund and the entity named in the related prospectus supplement as trustee with respect to the related series, and the related loans will be serviced by the master servicer pursuant to a Sale and Servicing Agreement. Each Indenture will be dated as of the cut-off date and the Trust Fund Assets will be pledged to the related trustee for the benefit of the holders of the securities of the related series.

A form of Indenture and Sale and Servicing Agreement has been filed as an exhibit to the Registration Statement of which this prospectus forms a part. A series of securities may consist of both notes and certificates. The provisions of each Agreement will vary depending upon the nature of the securities to be issued thereunder and the nature of the related trust fund. The following are descriptions of the material provisions which may appear in each Agreement. The descriptions are subject to, and are qualified in their entirety by reference to, all of the provisions of the Agreement for each series of securities and the applicable prospectus supplement. The depositor will provide a copy of the Agreement (without exhibits) relating to any series without charge upon written request of a holder of record of a security of that series addressed to CWMBS, Inc., 4500 Park Granada, Calabasas, California 91302, Attention: Secretary.

General

The securities of each series will be issued in book-entry or fully registered form, in the authorized denominations specified in the related prospectus supplement, will, in the case of certificates, evidence specified beneficial ownership interests in, and in the case of notes, be secured by, the assets of the related trust fund created pursuant to the related Agreement and will not be entitled to payments in respect of the assets included in any other trust fund established by the depositor. The applicable prospectus supplement may provide for guarantees or insurance obtained from a governmental entity or other person, but if it does not, the Trust Fund Assets will not be guaranteed or insured by any governmental entity or other person. Each trust fund will consist of, to the extent provided in the related Agreement,

· the Trust Fund Assets, as from time to time are subject to the related Agreement (exclusive of any amounts specified in the related prospectus supplement (“Retained Interest”)), including all payments of interest and principal received with respect to the loans after the cut-off date (to the extent not applied in computing the principal balance of the loans as of the cut-off date (the “Cut-off Date Principal Balance”));

· the assets required to be deposited in the related Security Account from time to time;

· property which secured a loan and which is acquired on behalf of the securityholders by foreclosure or deed in lieu of foreclosure; and

· any insurance policies or other forms of credit enhancement required to be maintained pursuant to the related Agreement.

If so specified in the related prospectus supplement, a trust fund may also include one or more of the following: reinvestment income on payments received on the Trust Fund Assets, a reserve fund, a mortgage pool insurance policy, a special hazard insurance policy, a bankruptcy bond, one or more letters of credit, a surety bond, guaranties or similar instruments.

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Each series of securities will be issued in one or more classes. Each class of certificates of a series will evidence beneficial ownership of a specified percentage (which may be 0%) or portion of future interest payments and a specified percentage (which may be 0%) or portion of future principal payments on, and each class of notes of a series will be secured by, the related Trust Fund Assets. A series of securities may include one or more classes that are senior in right to payment to one or more other classes of securities of that series. Certain series or classes of securities may be covered by insurance policies, surety bonds or other forms of credit enhancement, in each case as described under “Credit Enhancement” herein and in the related prospectus supplement. One or more classes of securities of a series may be entitled to receive distributions of principal, interest or any combination thereof. Distributions on one or more classes of a series of securities may be made prior to one or more other classes, after the occurrence of specified events, in accordance with a schedule or formula or on the basis of collections from designated portions of the related Trust Fund Assets, in each case as specified in the related prospectus supplement. The timing and amounts of the distributions may vary among classes or over time as specified in the related prospectus supplement.

Distributions of principal and interest (or, where applicable, of principal only or interest only) on the related securities will be made by the trustee on each distribution date (i.e., monthly, quarterly, semi-annually or at the other intervals and on the dates as are specified in the related prospectus supplement) in proportion to the percentages specified in the related prospectus supplement. Distributions will be made to the persons in whose names the securities are registered at the close of business on the dates specified in the related prospectus supplement (each, a “Record Date”). Distributions will be made in the manner specified in the related prospectus supplement to the persons entitled thereto at the address appearing in the register maintained for holders of securities (the “Security Register”); provided, however, that the final distribution in retirement of the securities will be made only upon presentation and surrender of the securities at the office or agency of the trustee or other person specified in the notice to securityholders of the final distribution.

The securities will be freely transferable and exchangeable at the Corporate Trust Office of the trustee as set forth in the related prospectus supplement. No service charge will be made for any registration of exchange or transfer of securities of any series, but the trustee may require payment of a sum sufficient to cover any related tax or other governmental charge.

Certain Issues Related to the Suitability of Investments in the Securities for Holders. Under current law the purchase and holding of certain classes of certificates by or on behalf of any employee benefit plan or other retirement arrangement subject to provisions of the Employee Retirement Income Security Act of 1974, as amended, or the Internal Revenue Code of 1986, as amended (the “Code”) may result in “prohibited transactions” within the meaning of ERISA and the Code. See “ERISA Considerations.” Retirement arrangements subject to these provisions include individual retirement accounts and annuities, Keogh plans and collective investment funds in which the plans, accounts or arrangements are invested. The applicable prospectus supplement may specify other conditions under which transfers of this type would be permitted, but if it does not, transfer of the certificates will not be registered unless the transferee represents that it is not, and is not purchasing on behalf of, a plan, account or other retirement arrangement or provides an opinion of counsel satisfactory to the trustee and the depositor that the purchase of the certificates by or on behalf of a plan, account or other retirement arrangement is permissible under applicable law and will not subject the trustee, the master servicer or the depositor to any obligation or liability in addition to those undertaken in the pooling and servicing agreement.

As to each series, an election may be made to treat the related trust fund or designated portions thereof as one or more “real estate mortgage investment conduits” (“REMICs”) as defined in the Code. The related prospectus supplement will specify whether one or more REMIC elections are to be made. Alternatively, the Agreement for a series may provide that one or more REMIC elections may be made at the discretion of the depositor or the master servicer and may only be made if certain conditions are satisfied. The terms and provisions applicable to the making of a REMIC election for each related series, if applicable, will be set forth in the related prospectus supplement. If one or more REMIC elections are made with respect to a series, one of the classes will be designated as evidencing the sole class of “residual interests” in the related REMIC, as defined in the Code. All other classes of securities in the series will constitute “regular interests” in the related REMIC or REMICs, as applicable, as defined in the Code. As to each series with respect to which one or more REMIC elections are to be made, the master servicer or a holder of the related residual certificate will be obligated to take all actions required in order to comply with applicable laws and regulations and will be obligated to pay any prohibited transaction taxes. Unless otherwise provided in the related prospectus supplement, the master servicer will be entitled to reimbursement if it makes any prohibited transaction tax payment from the assets of the trust fund or from any holder of the related residual certificate. Unless otherwise specified in the related prospectus supplement, if the amounts distributable to related residual certificates are insufficient to cover the amount of any prohibited transaction taxes, the amount necessary to reimburse the master servicer may be deducted from the amounts otherwise payable to the other classes of certificates of the series.

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Distributions on Securities

General. In general, the method of determining the amount of distributions on a particular series of securities will depend on the type of credit support, if any, that is used with respect to the related series. See “Credit Enhancement.” Set forth below are descriptions of various methods that may be used to determine the amount of distributions on the securities of a particular series. The prospectus supplement for each series of securities will describe the method to be used in determining the amount of distributions on the securities of the related series.

Distributions allocable to principal and interest on the securities will be made by the trustee out of, and only to the extent of, funds in the related Security Account, including any funds transferred from any reserve fund or the pre-funding account. As between securities of different classes and as between distributions of principal (and, if applicable, between distributions of Principal Prepayments, as defined below, and scheduled payments of principal) and interest, distributions made on any distribution date will be applied as specified in the related prospectus supplement. The prospectus supplement will also describe the method for allocating distributions among securities of a particular class, but if the prospectus supplement does not, distributions to any class of securities will be made pro rata to all securityholders of that class.

Available Funds. All distributions on the securities of each series on each distribution date will be made from the Available Funds described below, in accordance with the terms described in the related prospectus supplement and specified in the Agreement. The applicable prospectus supplement may define Available Funds with references to different accounts or different amounts, but if it does not, “Available Funds” for each distribution date will generally equal the amount on deposit in the related Security Account on that distribution date (net of related fees and expenses payable by the related trust fund) other than amounts to be held therein for distribution on future distribution dates.

Distributions of Interest. Interest will accrue on the aggregate principal balance of the securities (or, in the case of securities entitled only to distributions allocable to interest, the aggregate notional amount) of each class of securities (the “Class Security Balance”) entitled to interest from the date, at the Pass-Through Rate or interest rate, as applicable (which in either case may be a fixed rate or rate adjustable as specified in the related prospectus supplement), and for the periods specified in the related prospectus supplement. To the extent funds are available therefor, interest accrued during each specified period on each class of securities entitled to interest (other than a class of securities that provides for interest that accrues, but is not currently payable) will be distributable on the distribution dates specified in the related prospectus supplement until the aggregate Class Security Balance of the securities of that class has been distributed in full or, in the case of securities entitled only to distributions allocable to interest, until the aggregate notional amount of those securities is reduced to zero or for the period of time designated in the related prospectus supplement. The original Class Security Balance of each security will equal the aggregate distributions allocable to principal to which the security is entitled. The applicable prospectus supplement may specify some other basis for these distributions, but if it does not, distributions allocable to interest on each security that is not entitled to distributions allocable to principal will be calculated based on the notional amount of the security. The notional amount of a security will not evidence an interest in or entitlement to distributions allocable to principal but will be used solely for convenience in expressing the calculation of interest and for certain other purposes.

Interest payable on the securities of a series on a distribution date will include all interest accrued during the period specified in the related prospectus supplement. In the event interest accrues over a period ending two or more days prior to a distribution date, the effective yield to securityholders will be reduced from the yield that would otherwise be obtainable if interest payable on the security were to accrue through the day immediately preceding that distribution date, and the effective yield (at par) to securityholders will be less than the indicated coupon rate.

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With respect to any class of accrual securities, if specified in the related prospectus supplement, any interest that has accrued but is not paid on a given distribution date will be added to the aggregate Class Security Balance of that class of securities on that distribution date. The applicable prospectus supplement may specify some other basis for these distributions, but if it does not, distributions of interest on any class of accrual securities will commence only after the occurrence of the events specified in the related prospectus supplement. Prior to that time, in the aggregate Class Security Balance of the class of accrual securities will increase on each distribution date by the amount of interest that accrued during the preceding interest accrual period but that was not required to be distributed to the class on that distribution date. Thereafter the class of accrual securities accrue interest on its outstanding Class Security Balance as so adjusted.

Distributions of Principal. The related prospectus supplement will specify the method by which the amount of principal to be distributed on the securities on each distribution date will be calculated and the manner in which the amount will be allocated among the classes of securities entitled to distributions of principal. The aggregate Class Security Balance of any class of securities entitled to distributions of principal generally will be the aggregate original Class Security Balance of the class of securities specified in the prospectus supplement,

· reduced by all distributions reported to the holders of the class of securities as allocable to principal;

· in the case of accrual securities, in general, increased by all interest accrued but not then distributable on the accrual securities;

· in the case of adjustable rate securities, subject to the effect of negative amortization, if applicable; and

· if specified in the related prospectus supplement, reduced by the amount of any losses allocated to the Class Security Balance of the class of securities.

If so provided in the related prospectus supplement, one or more classes of securities will be entitled to receive all or a disproportionate percentage of the payments of principal which are received from borrowers in advance of their scheduled due dates and are not accompanied by amounts representing scheduled interest due after the month in which the payment is made (“Principal Prepayments”) in the percentages and under the circumstances or for the periods specified in the prospectus supplement. The effect of this allocation of Principal Prepayments to the class or classes of securities will be to accelerate the amortization of those securities while increasing the interests evidenced by one or more other classes of securities in the trust fund. Increasing the interests of the other classes of securities relative to that of certain securities is intended to preserve the availability of the subordination provided by the securities for which the interests have been increased. See “Credit Enhancement — Subordination.”

Unscheduled Distributions. If specified in the related prospectus supplement, the securities will be subject to receipt of distributions before the next scheduled distribution date under the circumstances and in the manner described below and in the prospectus supplement. If applicable, the trustee will be required to make unscheduled distributions on the day and in the amount specified in the related prospectus supplement if, due to substantial payments of principal (including Principal Prepayments) on the Trust Fund Assets, the trustee or the master servicer determines that the funds available or anticipated to be available from the Security Account and, if applicable, any reserve fund, may be insufficient to make required distributions on the securities on that distribution date. The applicable prospectus supplement may provide for limits on the amount of an unscheduled distribution, but if it does not, the amount of any unscheduled distribution that is allocable to principal will not exceed the amount that would otherwise have been required to be distributed as principal on the securities on the next distribution date. The applicable prospectus supplement may specify whether the unscheduled distribution will include interest, but if it does not, the unscheduled distributions will include interest at the applicable Pass-Through Rate (if any) or interest rate (if any) on the amount of the unscheduled distribution allocable to principal for the period and to the date specified in the prospectus supplement.

Advances

To the extent provided in the related prospectus supplement, the master servicer will be required to advance on or before each distribution date (from its own funds, funds advanced by sub-servicers or funds held in the Security Account for future distributions to the holders of securities of the related series), an amount equal to the aggregate of payments of interest and/or principal that were delinquent on the related Determination Date (as the term is defined in the related prospectus supplement) and were not advanced by any sub-servicer, subject to the master servicer’s determination that the advances may be recoverable out of late payments by borrowers, Liquidation Proceeds, Insurance Proceeds or otherwise. In the case of cooperative loans, the master servicer also may be required to advance any unpaid maintenance fees and other charges under the related proprietary leases as specified in the related prospectus supplement.

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In making advances, the master servicer will endeavor to maintain a regular flow of scheduled interest and principal payments to holders of the securities, rather than to guarantee or insure against losses. If advances are made by the master servicer from cash being held for future distribution to securityholders, the master servicer will replace those funds on or before any future distribution date to the extent that funds in the applicable Security Account on the future distribution date would be less than the amount required to be available for distributions to securityholders on that distribution date. Any master servicer funds advanced will be reimbursable to the master servicer out of recoveries on the specific loans with respect to which the advances were made (e.g., late payments made by the related borrower, any related Insurance Proceeds, Liquidation Proceeds or proceeds of any loan purchased by the depositor, a sub-servicer or a seller pursuant to the related Agreement). Advances by the master servicer (and any advances by a sub-servicer) also will be reimbursable to the master servicer (or sub-servicer) from cash otherwise distributable to securityholders (including the holders of Senior securities) to the extent that the master servicer determines that the advance or advances previously made are not ultimately recoverable as described above. To the extent provided in the related prospectus supplement, the master servicer also will be obligated to make advances, to the extent recoverable out of Insurance Proceeds, Liquidation Proceeds or otherwise, in respect of certain taxes and insurance premiums not paid by borrowers on a timely basis. Funds so advanced are reimbursable to the master servicer to the extent permitted by the related Agreement. The obligations of the master servicer to make advances may be supported by a cash advance reserve fund, a surety bond or other arrangement of the type described herein under “Credit Enhancement,” in each case as described in the related prospectus supplement.

In the event the master servicer or a sub-servicer fails to make a required advance, the applicable prospectus supplement may specify whether another party will have advancing obligations, but if it does not, the trustee will be obligated to make the advance in its capacity as successor servicer. If the trustee makes an advance, it will be entitled to be reimbursed for the advance to the same extent and degree as the master servicer or a sub-servicer is entitled to be reimbursed for advances. See “Description of the Securities — Distributions on Securities.”

Reports to Securityholders

Prior to or concurrently with each distribution on a distribution date the master servicer or the trustee will furnish to each securityholder of record of the related series a statement setting forth, to the extent applicable to the related series of securities, among other things:

· the amount of the distribution allocable to principal, separately identifying the aggregate amount of any Principal Prepayments and if so specified in the related prospectus supplement, any applicable prepayment charges included therein;

· the amount of the distribution allocable to interest;

· the amount of any advance;

· the aggregate amount (a) otherwise allocable to the holders of Subordinate Securities on the distribution date, and (b) withdrawn from the reserve fund or the pre-funding account, if any, that is included in the amounts distributed to the Senior Securityholders;

· the outstanding principal balance or notional amount of each class of the related series after giving effect to the distribution of principal on the distribution date;

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· the percentage of principal payments on the loans (excluding prepayments), if any, which each class of the related securities will be entitled to receive on the following distribution date;

· the percentage of Principal Prepayments on the loans, if any, which each class of the related securities will be entitled to receive on the following distribution date;

· the related amount of the servicing compensation retained or withdrawn from the Security Account by the master servicer, and the amount of additional servicing compensation received by the master servicer attributable to penalties, fees, excess Liquidation Proceeds and other similar charges and items;

· the number and aggregate principal balances of loans (A) delinquent (exclusive of loans in foreclosure) 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 or more days and (B) in foreclosure and delinquent 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 or more days, as of the close of business on the last day of the calendar month preceding the distribution date;

· the book value of any real estate acquired through foreclosure or grant of a deed in lieu of foreclosure;

· the Pass-Through Rate or interest rate, as applicable, if adjusted from the date of the last statement, of each class of the related series expected to be applicable to the next distribution to the class;

· if applicable, the amount remaining in any reserve fund or the pre-funding account at the close of business on the distribution date;

· the Pass-Through Rate or interest rate, as applicable, as of the day prior to the immediately preceding distribution date; and

· any amounts remaining under letters of credit, pool policies or other forms of credit enhancement.

Where applicable, any amount set forth above may be expressed as a dollar amount per single security of the relevant class having the percentage interest specified in the related prospectus supplement. The report to securityholders for any series of securities may include additional or other information of a similar nature to that specified above.

In addition, within a reasonable period of time after the end of each calendar year, the master servicer or the trustee will mail to each securityholder of record at any time during the related calendar year a report (a) as to the aggregate of amounts reported pursuant to the first two items above for the related calendar year or, in the event the person was a securityholder of record during a portion of that calendar year, for the applicable portion of the year and (b) other customary information as may be deemed necessary or desirable for securityholders to prepare their tax returns.

Categories of Classes of Securities

The securities of any series may be comprised of one or more classes. These classes, in general, fall into different categories. The following chart identifies and generally defines certain of the more typical categories. The prospectus supplement for a series of securities may identify the classes which comprise the related series by reference to the following categories.

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Categories of Classes	Definitions
	Principal Types
Accretion Directed	A class that receives principal payments from the accreted interest from specified Accrual classes. An accretion directed class also may receive principal payments from principal paid on the underlying Trust Fund Assets for the related series.
Companion Class	A class that receives principal payments on any distribution date only if scheduled payments have been made on specified planned principal classes, targeted principal classes or scheduled principal classes.
Component Securities	A class consisting of “components.” The components of a class of component securities may have different principal and/or interest payment characteristics but together constitute a single class. Each component of a class of component securities may be identified as falling into one or more of the categories in this chart.
Non-Accelerated Senior or NAS	A class that, for the period of time specified in the related prospectus supplement, generally will not receive (in other words, is locked out of) (1) principal prepayments on the underlying Trust Fund Assets that are allocated disproportionately to the senior securities because of the shifting interest structure of the securities in the trust and/or (2) scheduled principal payments on the underlying Trust Fund Assets, as specified in the related prospectus supplement. During the lock-out period, the portion of the principal distributions on the underlying Trust Fund Assets that the NAS class is locked out of will be distributed to the other classes of senior securities.
Notional Amount Securities	A class having no principal balance and bearing interest on the related notional amount. The notional amount is used for purposes of the determination of interest distributions.
Planned Principal Class or PACs	A class that is designed to receive principal payments using a predetermined principal balance schedule derived by assuming two constant prepayment rates for the underlying Trust Fund Assets. These two rates are the endpoints for the “structuring range” for the planned principal class. The planned principal classes in any series of certificates may be subdivided into different categories (e.g., primary planned principal classes, secondary planned principal classes and so forth) having different effective structuring ranges and different principal payment priorities. The structuring range for the secondary planned principal class of a series of certificates will be narrower than that for the primary planned principal class of the series.
Scheduled Principal Class	A class that is designed to receive principal payments using a predetermined principal balance schedule but is not designated as a Planned Principal Class or Targeted Principal Class. In many cases, the schedule is derived by assuming two constant prepayment rates for the underlying Trust Fund Assets. These two rates are the endpoints for the “structuring range” for the scheduled principal class.
Sequential Pay	Classes that receive principal payments in a prescribed sequence, that do not have predetermined principal balance schedules and that under all circumstances receive payments of principal continuously from the first distribution date on which they receive principal until they are retired. A single class that receives principal payments before or after all other classes in the same series of securities may be identified as a sequential pay class.

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Categories of Classes	Definitions
Strip	A class that receives a constant proportion, or “strip,” of the principal payments on the underlying Trust Fund Assets.
Super Senior	A class that will not bear its proportionate share of realized losses (other than excess losses) as its share is directed to another class, referred to as the “support class” until the class principal balance of the support class is reduced to zero.
Support Class	A class that absorbs the realized losses other than excess losses that would otherwise be allocated to a Super Senior Class (or would not otherwise be allocated to the Senior Class) after the related Classes of subordinate securities are no longer outstanding.
Targeted Principal Class or TACs	A class that is designed to receive principal payments using a predetermined principal balance schedule derived by assuming a single constant prepayment rate for the underlying Trust Fund Assets.
	Interest Types
Fixed Rate	A class with an interest rate that is fixed throughout the life of the class.
Floating Rate or Adjustable Rate	A class with an interest rate that resets periodically based upon a designated index and that varies directly with changes in the index.
Inverse Floating Rate	A class with an interest rate that resets periodically based upon a designated index and that varies inversely with changes in the index.
Variable Rate	A class with an interest rate that resets periodically and is calculated by reference to the rate or rates of interest applicable to specified assets or instruments (e.g., the Loan Rates borne by the underlying loans).
Interest Only	A class that receives some or all of the interest payments made on the underlying Trust Fund Assets and little or no principal. Interest Only classes have either a nominal principal balance or a notional amount. A nominal principal balance represents actual principal that will be paid on the class. It is referred to as nominal since it is extremely small compared to other classes. A notional amount is the amount used as a reference to calculate the amount of interest due on an Interest Only class that is not entitled to any distributions in respect of principal.
Principal Only	A class that does not bear interest and is entitled to receive only distributions in respect of principal.
Partial Accrual	A class that accretes a portion of the amount of accrued interest thereon, which amount will be added to the principal balance of the class on each applicable distribution date, with the remainder of the accrued interest to be distributed currently as interest on the Partial Accrual class. This accretion may continue until a specified event has occurred or until the Partial Accrual class is retired.

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Categories of Classes	Definitions
Accrual	A class that accretes the amount of accrued interest otherwise distributable on the Accrual class, which amount will be added as principal to the principal balance of the Accrual class on each applicable distribution date. This accretion may continue until some specified event has occurred or until the Accrual class is retired.
Callable	A class that is redeemable or terminable when 25% or more of the original principal balance of the mortgage loans held in the trust fund is outstanding.

Other types of securities that may be issued include classes that are entitled to receive only designated portions of the collections on the Trust Fund Assets (i.e. prepayment charges) or excess cashflow from all or designated portions of the Trust Fund Assets (sometimes referred to as “residual classes”).

Indices Applicable to Floating Rate and Inverse Floating Rate Classes

LIBOR

The applicable prospectus supplement may specify some other basis for determining LIBOR, but if it does not, on the LIBOR determination date (as defined in the related prospectus supplement) for each class of certificates of a series for which the applicable interest rate is determined by reference to an index denominated as LIBOR, the person designated in the related Pooling and Servicing Agreement as the calculation agent will determine LIBOR in accordance with one of the three methods described below (which method will be specified in the related prospectus supplement):

Bloomberg Method

Unless otherwise specified in the related prospectus supplement, if using this method to calculate LIBOR, the calculation agent will determine LIBOR on the basis of the rate for U.S. dollar deposits for the period specified in the prospectus supplement quoted on the Bloomberg Terminal for the related interest determination date (as defined in the related prospectus supplement). If the rate does not appear on the Bloomberg Terminal (or if this service is no longer offered, another service for displaying LIBOR or comparable rates as may be reasonably selected by the calculation agent), LIBOR for the applicable accrual period will be the Reference Bank Rate.

“Reference Bank Rate” with respect to any accrual period, means

(a)the arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple of 0.03125%) of the offered rates for United States dollar deposits for one month that are quoted by the reference banks as of 11:00 a.m., New York City time, on the related interest determination date to prime banks in the London interbank market, provided that at least two reference banks provide the rate; and

(b)If fewer than two offered rates appear, the Reference Bank Rate will be the arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple of 0.03125%) of the rates quoted by one or more major banks in New York City, selected by the calculation agent, as of 11:00 a.m., New York City time, on the related interest determination date for loans in U.S. dollars to leading European banks.

Each reference bank will be a leading bank engaged in transactions in Eurodollar deposits in the international Eurocurrency market; will not control, be controlled by, or be under common control with the depositor, Countrywide Home Loans or the master servicer; and will have an established place of business in London. If a reference bank should be unwilling or unable to act as a reference bank or if appointment of a reference bank is terminated, another leading bank meeting the criteria specified above will be appointed.

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If these quotations cannot be obtained by the calculation agent and no Reference Bank Rate is available, LIBOR will be LIBOR applicable to the preceding interest accrual period.

LIBO Method

Unless otherwise specified in the related prospectus supplement, if using this method to calculate LIBOR, the calculation agent will determine LIBOR on the basis of the rate for U.S. dollar deposits for the period specified in the prospectus supplement that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on the interest determination date (as defined in the related prospectus supplement). If the rate does not appear on the Telerate Screen Page 3750 (or any page that may replace the page on that service, or if this service is no longer offered, another service for displaying LIBOR or comparable rates as may be reasonably selected by the calculation agent), LIBOR for the applicable accrual period will be the Reference Bank Rate.

BBA Method

If using this method of determining LIBOR, the calculation agent will determine LIBOR on the basis of the British Bankers’ Association “Interest Settlement Rate” for one-month deposits in United States dollars as found on Telerate page 3750 as of 11:00 a.m. London time on each LIBOR determination date. Interest Settlement Rates currently are based on rates quoted by eight British Bankers’ Association designated banks as being, in the view of the banks, the offered rate at which deposits are being quoted to prime banks in the London interbank market. The Interest Settlement Rates are calculated by eliminating the two highest rates and the two lowest rates, averaging the four remaining rates, carrying the result (expressed as a percentage) out to six decimal places, and rounding to five decimal places.

If on any LIBOR determination date, the calculation agent is unable to calculate LIBOR in accordance with the method set forth in the immediately preceding paragraph, LIBOR for the next interest accrual period shall be calculated in accordance with the LIBOR method described under “LIBO Method.”

The establishment of LIBOR on each LIBOR determination date by the calculation agent and its calculation of the rate of interest for the applicable classes for the related interest accrual period shall (in the absence of manifest error) be final and binding.

COFI

The Eleventh District Cost of Funds Index is designed to represent the monthly weighted average cost of funds for savings institutions in Arizona, California and Nevada that are member institutions of the Eleventh Federal Home Loan Bank District (the “Eleventh District”). The Eleventh District Cost of Funds Index for a particular month reflects the interest costs paid on all types of funds held by Eleventh District member institutions and is calculated by dividing the cost of funds by the average of the total amount of those funds outstanding at the end of that month and of the prior month and annualizing and adjusting the result to reflect the actual number of days in the particular month. If necessary, before these calculations are made, the component figures are adjusted by the Federal Home Loan Bank of San Francisco (“FHLBSF”) to neutralize the effect of events such as member institutions leaving the Eleventh District or acquiring institutions outside the Eleventh District. The Eleventh District Cost of Funds Index is weighted to reflect the relative amount of each type of funds held at the end of the relevant month. The major components of funds of Eleventh District member institutions are: savings deposits, time deposits, FHLBSF advances, repurchase agreements and all other borrowings. Because the component funds represent a variety of maturities whose costs may react in different ways to changing conditions, the Eleventh District Cost of Funds Index does not necessarily reflect current market rates.

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A number of factors affect the performance of the Eleventh District Cost of Funds Index, which may cause it to move in a manner different from indices tied to specific interest rates, such as United States Treasury bills or LIBOR. Because the liabilities upon which the Eleventh District Cost of Funds Index is based were issued at various times under various market conditions and with various maturities, the Eleventh District Cost of Funds Index may not necessarily reflect the prevailing market interest rates on new liabilities of similar maturities. Moreover, as stated above, the Eleventh District Cost of Funds Index is designed to represent the average cost of funds for Eleventh District savings institutions for the month prior to the month in which it is due to be published. Additionally, the Eleventh District Cost of Funds Index may not necessarily move in the same direction as market interest rates at all times, since as longer term deposits or borrowings mature and are renewed at prevailing market interest rates, the Eleventh District Cost of Funds Index is influenced by the differential between the prior and the new rates on those deposits or borrowings. In addition, movements of the Eleventh District Cost of Funds Index, as compared to other indices tied to specific interest rates, may be affected by changes instituted by the FHLBSF in the method used to calculate the Eleventh District Cost of Funds Index.

The FHLBSF publishes the Eleventh District Cost of Funds Index in its monthly Information Bulletin. Any individual may request regular receipt by mail of Information Bulletins by writing the Federal Home Loan Bank of San Francisco, P.O. Box 7948, 600 California Street, San Francisco, California 94120, or by calling (415) 616-1000. The Eleventh District Cost of Funds Index may also be obtained by calling the FHLBSF at (415) 616-2600.

The FHLBSF has stated in its Information Bulletin that the Eleventh District Cost of Funds Index for a month “will be announced on or near the last working day” of the following month and also has stated that it “cannot guarantee the announcement” of the index on an exact date. So long as the Eleventh District Cost of Funds Index for a month is announced on or before the tenth day of the second following month, the interest rate for each class of securities of a series as to which the applicable interest rate is determined by reference to an index denominated as COFI (each, a class of “COFI securities”) for the Interest Accrual Period commencing in the second following month will be based on the Eleventh District Cost of Funds Index for the second preceding month. If publication is delayed beyond the tenth day, the interest rate will be based on the Eleventh District Cost of Funds Index for the third preceding month.

The applicable prospectus supplement may specify some other basis for determining COFI, but if it does not, then if on the tenth day of the month in which any interest accrual period commences for a class of COFI securities the most recently published Eleventh District Cost of Funds Index relates to a month before the third preceding month, the index for the current interest accrual period and for each succeeding interest accrual period will, except as described in the next to last sentence of this paragraph, be based on the National Monthly Median Cost of Funds Ratio to SAIF-Insured Institutions (the “National Cost of Funds Index”) published by the Office of Thrift Supervision (the “OTS”) for the third preceding month (or the fourth preceding month if the National Cost of Funds Index for the third preceding month has not been published on the tenth day of an interest accrual period). Information on the National Cost of Funds Index may be obtained by writing the OTS at 1700 G Street, N.W., Washington, D.C. 20552 or calling (202) 906-6677, and the current National Cost of Funds Index may be obtained by calling (202) 906-6988. If on the tenth day of the month in which an interest accrual period commences the most recently published National Cost of Funds Index relates to a month before the fourth preceding month, the applicable index for the interest accrual period and each succeeding interest accrual period will be based on LIBOR, as determined by the calculation agent in accordance with the Agreement relating to the series of certificates. A change of index from the Eleventh District Cost of Funds Index to an alternative index will result in a change in the index level and could increase its volatility, particularly if LIBOR is the alternative index.

The establishment of COFI by the calculation agent and its calculation of the rates of interest for the applicable classes for the related interest accrual period shall (in the absence of manifest error) be final and binding.

Treasury Index

The applicable prospectus supplement may specify some other basis for determining and defining the Treasury index, but if it does not, on the Treasury index determination date for each class of securities of a series for which the applicable interest rate is determined by reference to an index denominated as a Treasury index, the calculation agent will ascertain the Treasury index for Treasury securities of the maturity and for the period (or, if applicable, date) specified in the related prospectus supplement. The Treasury index for any period means the average of the yield for each business day during the specified period (and for any date means the yield for the date), expressed as a per annum percentage rate, on U.S. Treasury securities adjusted to the “constant maturity” specified in the prospectus supplement or if no “constant maturity” is so specified, U.S. Treasury securities trading on the secondary market having the maturity specified in the prospectus supplement, in each case as published by the Federal Reserve Board in its Statistical Release No. H.15 (519). Statistical Release No. H.15 (519) is published on Monday or Tuesday of each week and may be obtained by writing or calling the Publications Department at the Board of Governors of the Federal Reserve System, 21st and C Streets, Washington, D.C. 20551 (202) 452-3244. If the calculation agent has not yet received Statistical Release No. H.15 (519) for a week, then it will use the Statistical Release from the preceding week.

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Yields on U.S. Treasury securities at “constant maturity” are derived from the U.S. Treasury’s daily yield curve. This curve, which relates the yield on a security to its time to maturity, is based on the closing market bid yields on actively traded Treasury securities in the over-the-counter market. These market yields are calculated from composites of quotations reported by five leading U.S. Government securities dealers to the Federal Reserve Bank of New York. This method provides a yield for a given maturity even if no security with that exact maturity is outstanding. In the event that the Treasury Index is no longer published, a new index based upon comparable data and methodology will be designated in accordance with the Agreement relating to the particular series of securities. The Calculation Agent’s determination of the Treasury Index, and its calculation of the rates of interest for the applicable classes for the related Interest Accrual Period shall (in the absence of manifest error) be final and binding.

Prime Rate

The applicable prospectus supplement may specify the party responsible for determining the Prime Rate, but if it does not, on the Prime Rate Determination Date (as the term is defined in the related prospectus supplement) for each class of securities of a series as to which the applicable interest rate is determined by reference to an index denominated as the Prime Rate, the calculation agent will ascertain the Prime Rate for the related interest accrual period. The applicable prospectus supplement may provide for the means of determining the Prime Rate, but if it does not, the Prime Rate for an interest accrual period will be the “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal (or if not so published, the “Prime Rate” as published in a newspaper of general circulation selected by the calculation agent in its sole discretion) on the related Prime Rate Determination Date. If a prime rate range is given, then the average of that range will be used. In the event that the Prime Rate is no longer published, a new index based upon comparable data and methodology will be designated in accordance with the Agreement relating to the particular series of securities. The calculation agent’s determination of the Prime Rate and its calculation of the rates of interest for the related interest accrual period shall (in the absence of manifest error) be final and binding.

Book-Entry Registration of Securities

As described in the related prospectus supplement, if not issued in fully registered certificated form, each class of securities will be registered as book-entry certificates (the “Book-Entry Securities”). Persons acquiring beneficial ownership interests in the Book-Entry Securities (“Security Owners”) may elect to hold their Book-Entry Securities through the Depository Trust Company (“DTC”) in the United States, or Clearstream, Luxembourg or the Euroclear System (“Euroclear”), in Europe, if they are participants of those systems, or indirectly through organizations which are participants in those systems. Each class of the Book-Entry Securities will be issued in one or more certificates which equal the aggregate principal balance of the applicable class of the Book-Entry Securities and will initially be registered in the name of Cede & Co., the nominee of DTC. Clearstream, Luxembourg and Euroclear will hold omnibus positions on behalf of their participants through customers’ securities accounts in Clearstream, Luxembourg and Euroclear’s names on the books of their respective depositaries which in turn will hold the positions in customers’ securities accounts in the depositaries’ names on the books of DTC. Citibank, NA will act as depositary for Clearstream, Luxembourg and JPMorgan Chase will act as depositary for Euroclear (in those capacities, individually the “Relevant Depositary” and collectively the “European Depositaries”). Unless otherwise described in the related prospectus supplement, beneficial interests in the Book-Entry Securities may be held in minimum denominations representing Certificate Principal Balances of $20,000 and integral multiples of $1,000 in excess thereof, except that one investor of each class of Book-Entry Securities may hold a beneficial interest therein that is not an integral multiple of $1,000. Except as described below, no person acquiring a beneficial ownership interest in a Book-Entry Security (each, a “beneficial owner”) will be entitled to receive a physical certificate representing the person’s beneficial ownership interest in the Book-Entry Security (a “Definitive Security”). Unless and until Definitive Securities are issued, it is anticipated that the only securityholders of the Book-Entry Securities will be Cede & Co., as nominee of DTC. Security Owners will not be Certificateholders as that term is used in the applicable Agreement. Security Owners are only permitted to exercise their rights indirectly through the participating organizations that utilize the services of DTC, including securities brokers and dealers, banks and trust companies and clearing corporations and certain other organizations (“Participants”) and DTC.

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The beneficial owner’s ownership of a Book-Entry Security will be recorded on the records of the brokerage firm, bank, thrift institution or other financial intermediary (each, a “Financial Intermediary”) that maintains the beneficial owner’s account for that purpose. In turn, the Financial Intermediary’s ownership of the Book-Entry Security will be recorded on the records of DTC (or of a participating firm that acts as agent for the Financial Intermediary, whose interest will in turn be recorded on the records of DTC, if the beneficial owner’s Financial Intermediary is not a DTC Participant and on the records of Clearstream, Luxembourg or Euroclear, as appropriate).

Security Owners will receive all distributions of principal of, and interest on, the Book-Entry Securities from the trustee through DTC and DTC Participants. While the Book-Entry Securities are outstanding (except under the circumstances described below), under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC is required to make book-entry transfers among Participants on whose behalf it acts with respect to the Book-Entry Securities and is required to receive and transmit distributions of principal of, and interest on, the Book-Entry Securities. Participants and organizations which have indirect access to the DTC system, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”), with whom Security Owners have accounts with respect to the Book-Entry Securities are similarly required to make book-entry transfers and receive and transmit the distributions on behalf of their respective Security Owners. Accordingly, although Security Owners will not possess certificates, the Rules provide a mechanism by which Security Owners will receive distributions and will be able to transfer their interest.

Security Owners will not receive or be entitled to receive certificates representing their respective interests in the Book-Entry Securities, except under the limited circumstances described below. Unless and until Definitive Securities are issued, Security Owners who are not Participants may transfer ownership of the Book-Entry Securities only through Participants and Indirect Participants by instructing the Participants and Indirect Participants to transfer Book-Entry Securities, by book-entry transfer, through DTC for the account of the purchasers of the Book-Entry Securities, which account is maintained with their respective Participants. Under the Rules and in accordance with DTC’s normal procedures, transfers of ownership of Book-Entry Securities will be executed through DTC and the accounts of the respective Participants at DTC will be debited and credited. Similarly, the Participants and Indirect Participants will make debits or credits, as the case may be, on their records on behalf of the selling and purchasing Security Owners.

Because of time zone differences, credits of securities received in Clearstream, Luxembourg or Euroclear as a result of a transaction with a Participant will be made during, subsequent securities settlement processing and dated the business day following, the DTC settlement date. These credits or any transactions in the securities received in Clearstream, Luxembourg or Euroclear as a result of a transaction with a Participant, settled during the processing will be reported to the relevant Euroclear or Clearstream, Luxembourg Participants on that following business day. Cash received in Clearstream, Luxembourg or Euroclear, as a result of sales of securities by or through a Clearstream, Luxembourg Participant or Euroclear Participant to a DTC Participant, will be received with value on the DTC settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in DTC.

Transfers between Participants will occur in accordance with DTC rules. Transfers between Clearstream, Luxembourg Participants and Euroclear Participants will occur in accordance with their respective rules and operating procedures.

Cross-market transfers between persons holding securities directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream, Luxembourg Participants or Euroclear Participants, on the other, will be effected by DTC in accordance with DTC rules on behalf of the relevant European international clearing system by the Relevant Depositary; however, these cross market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the Relevant Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same day funds settlement applicable to DTC. Clearstream, Luxembourg Participants and Euroclear Participants may not deliver instructions directly to the European Depositaries.

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DTC, which is a New York-chartered limited purpose trust company, performs services for its participants, some of which (and/or their representatives) own DTC. In accordance with its normal procedures, DTC is expected to record the positions held by each DTC participant in the Book-Entry Securities, whether held for its own account or as a nominee for another person. In general, beneficial ownership of Book-Entry Securities will be subject to the rules, regulations and procedures governing DTC and DTC participants as in effect from time to time.

Clearstream Banking, société anonyme, 67 Bd Grande-Duchesse Charlotte, L-2967 Luxembourg (“Clearstream, Luxembourg”), was incorporated in 1970 as “Clearstream, Luxembourg S.A.” a company with limited liability under Luxembourg law (a société anonyme). Clearstream, Luxembourg S.A. subsequently changed its name to Cedelbank. On January 10, 2000, Cedelbank’s parent company, Clearstream, Luxembourg International, société anonyme (“CI”) merged its clearing, settlement and custody business with that of Deutsche Borse Clearing AG (“DBC”). The merger involved the transfer by CI of substantially all of its assets and liabilities (including its shares in CB) to a new Luxembourg company, New Clearstream, Luxembourg International, société anonyme (“New CI”), which is 50% owned by CI and 50% owned by DBC’s parent company Deutsche Borse AG. The shareholders of these two entities are banks, securities dealers and financial institutions. Clearstream, Luxembourg International currently has 92 shareholders, including U.S. financial institutions or their subsidiaries. No single entity may own more than 5 percent of Clearstream, Luxembourg International’s stock.

Further to the merger, the Board of Directors of New CI decided to re-name the companies in the group in order to give them a cohesive brand name. The new brand name that was chosen is “Clearstream” effective as of January 14, 2000. New CI has been renamed “Clearstream International, société anonyme.” On January 18, 2000, Cedelbank was renamed “Clearstream Banking, société anonyme” and Clearstream, Luxembourg Global Services was renamed “Clearstream Services, société anonyme.”

On January 17, 2000, DBC was renamed “Clearstream Banking AG.” This means that there are now two entities in the corporate group headed by Clearstream International which share the name “Clearstream Banking,” the entity previously named “Cedelbank” and the entity previously named “Deutsche Borse Clearing AG.”

Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg customers through electronic book-entry changes in accounts of Clearstream, Luxembourg customers, thereby eliminating the need for physical movement of certificates. Transactions may be settled by Clearstream, Luxembourg in any of 36 currencies, including United States Dollars. Clearstream, Luxembourg provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg also deals with domestic securities markets in over 30 countries through established depository and custodial relationships. Clearstream, Luxembourg is registered as a bank in Luxembourg and is subject to regulation by the Commission de Surveillance du Secteur Financier, “CSSF,” which supervises Luxembourg banks. Clearstream, Luxembourg’s customers are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Clearstream, Luxembourg’s U.S. customers are limited to securities brokers and dealers, and banks. Currently, Clearstream, Luxembourg has approximately 2,000 customers located in over 80 countries, including all major European countries, Canada, and the United States. Indirect access to Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream, Luxembourg. Clearstream, Luxembourg has established an electronic bridge with Euroclear Bank S.A./ N.V. as the Operator of the Euroclear System (the “Euroclear Operator”) in Brussels to facilitate settlement of trades between Clearstream, Luxembourg and the Euroclear Operator.

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Euroclear was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of 32 currencies, including United States dollars. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear is operated by the Brussels, Belgium office of the Euroclear Operator, under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Euroclear Operator has a banking license from the Belgian Banking and Finance Commission. This license authorizes the Euroclear Operator to carry out banking activities on a global basis.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

Distributions on the Book-Entry Securities will be made on each Distribution Date by the trustee to DTC. DTC will be responsible for crediting the amount of payments on Book-Entry Securities to the accounts of the applicable DTC participants in accordance with DTC’s normal procedures. Each DTC participant will be responsible for disbursing the payments to the beneficial owners of the Book-Entry Securities that it represents and to each Financial Intermediary for which it acts as agent. Each Financial Intermediary will be responsible for disbursing funds to the beneficial owners of the Book-Entry Securities that it represents.

Under a book-entry format, beneficial owners of the Book-Entry Securities may experience some delay in their receipt of payments, since the payments will be forwarded by the trustee to Cede & Co. Distributions with respect to Book-Entry Securities held through Clearstream, Luxembourg or Euroclear will be credited to the cash accounts of Clearstream, Luxembourg Participants or Euroclear Participants in accordance with the relevant system’s rules and procedures, to the extent received by the Relevant Depositary. These distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. See “Material Federal Income Tax Consequences — Tax Treatment of Foreign Investors” and “— Tax Consequences to Holders of the Notes — Backup Withholding” herein. Because DTC can only act on behalf of Financial Intermediaries, the ability of a beneficial owner to pledge Book-Entry Securities to persons or entities that do not participate in the depository system, or otherwise take actions in respect of Book-Entry Securities, may be limited due to the lack of physical certificates for the Book-Entry Securities. In addition, issuance of the Book-Entry Securities in book-entry form may reduce the liquidity of the securities in the secondary market since certain potential investors may be unwilling to purchase securities for which they cannot obtain physical certificates.

Monthly and annual reports on the Trust provided to Cede & Co., as nominee of DTC, may be made available to beneficial owners upon request, in accordance with the rules, regulations and procedures creating and affecting DTC or the Depositary, and to the Financial Intermediaries to whose DTC accounts the Book-Entry Securities of the beneficial owners are credited.

DTC has advised the trustee that, unless and until Definitive Securities are issued, DTC will take any action permitted to be ta