CWABS Asset-Backed Certificates Trust 2007-5 Sample Contracts

SWAP CONTRACT ADMINISTRATION AGREEMENT
Swap Contract Administration Agreement • April 20th, 2007 • CWABS Asset-Backed Certificates Trust 2007-5 • Asset-backed securities • New York

This SWAP CONTRACT ADMINISTRATION AGREEMENT, dated as of March 30, 2007 (this “Agreement”), among THE BANK OF NEW YORK (“BNY”), as Swap Contract Administrator (in such capacity, the “Swap Contract Administrator”) and not in its individual or corporate capacity but solely as Trustee under the Pooling and Servicing Agreement referred to below (in such capacity, the “Trustee”), and COUNTRYWIDE HOME LOANS, INC. (“CHL”).

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CORRIDOR CONTRACT ADMINISTRATION AGREEMENT
Corridor Contract Administration Agreement • April 20th, 2007 • CWABS Asset-Backed Certificates Trust 2007-5 • Asset-backed securities • New York

This CORRIDOR CONTRACT ADMINISTRATION AGREEMENT, dated as of March 30, 2007 (this “Agreement”), among THE BANK OF NEW YORK (“BNY”), as Corridor Contract Administrator (in such capacity, the “Corridor Contract Administrator”) and not in its individual or corporate capacity but solely as Trustee under the Pooling and Servicing Agreement referred to below (in such capacity, the “Trustee”), and COUNTRYWIDE HOME LOANS, INC. (“CHL”).

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SCHEDULE to the Master Agreement dated as of March 30, 2007 between DEUTSCHE BANK AG, NEW YORK BRANCH (“Party A”), and THE BANK OF NEW YORK, not in its individual or corporate capacity but solely as Swap Contract Administrator and Corridor Contract...
Master Agreement • April 20th, 2007 • CWABS Asset-Backed Certificates Trust 2007-5 • Asset-backed securities • New York

All terms used herein and not otherwise defined are given their meaning in the Pooling and Servicing Agreement for CWABS Asset-Backed Certificates Trust 2007-5, dated as of March 1, 2007 among CWABS, Inc., as depositor, Park Monaco Inc., as a seller, Park Sienna LLC, as a seller, Countrywide Home Loans, Inc., as a seller, Countrywide Home Loans Servicing LP, as master servicer, The Bank of New York, as trustee, and The Bank of New York Trust Company, N.A., as co-trustee (the “Pooling and Servicing Agreement”).

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ASSIGNMENT AGREEMENT
Assignment Agreement • April 20th, 2007 • CWABS Asset-Backed Certificates Trust 2007-5 • Asset-backed securities • New York

ASSIGNMENT AGREEMENT, dated as of March 30, 2007 (“Assignment Agreement”), among COUNTRYWIDE HOME LOANS, INC. (“Assignor”), THE BANK OF NEW YORK (“Assignee”), not in its individual or corporate capacity but solely as Swap Contract Administrator for CWABS Asset-Backed Certificates Trust 2007-5, pursuant to a Swap Contract Administration Agreement (the “Swap Contract Administration Agreement”) dated as of March 30, 2007, and DEUTSCHE BANK AG, NEW YORK BRANCH (“Remaining Party”).

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Deutsche Bank Deutsche Bank AG New York 60 Wall Street New York, NY 10005 Telephone: 212-250-9425 Facsimile: 212-797-0779 Date: March 30, 2007
CWABS Asset-Backed Certificates Trust 2007-5 • April 20th, 2007 • Asset-backed securities • New York

This Confirmation supersedes any previous Confirmation or other communication with respect to the Transaction and evidences a complete and binding agreement between you and us as to the terms of the Swap Transaction to which this Confirmation relates. This Confirmation is subject to the terms and conditions of the ISDA Master Agreement dated as of July 18, 1996, between Party A and Party B and shall form a part of and be subject to that ISDA Master Agreement (the “Agreement”).

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SUBSEQUENT TRANSFER AGREEMENT
Subsequent Transfer Agreement • May 18th, 2007 • CWABS Asset-Backed Certificates Trust 2007-5 • Asset-backed securities • New York

SUBSEQUENT TRANSFER AGREEMENT, dated as of April 30, 2007 (this “Subsequent Transfer Agreement”), among CWABS, INC., a Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS, INC., a New York corporation, in its capacity as a seller under the Pooling and Servicing Agreement referred to below (“CHL”), PARK MONACO INC., a Delaware corporation, in its capacity as a seller under the Pooling and Servicing Agreement (“Park Monaco”), PARK SIENNA LLC, a Delaware limited liability company, in its capacity as a seller under the Pooling and Servicing Agreement (“Park Sienna” and, together with CHL and Park Monaco, the “Sellers”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”);

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Deutsche Bank Deutsche Bank AG New York 60 Wall Street New York, NY 10005 Telephone: 212-250-9425 Facsimile: 212-797-0779
CWABS Asset-Backed Certificates Trust 2007-5 • April 20th, 2007 • Asset-backed securities • New York

This Confirmation supersedes any previous Confirmation or other communication with respect to the Transaction and evidences a complete and binding agreement between you and us as to the terms of the Swap Transaction to which this Confirmation relates. This Confirmation is subject to the terms and conditions of the ISDA Master Agreement dated as of July 18, 1996, between Party A and Party B and shall form a part of and be subject to that ISDA Master Agreement (the “Agreement”).

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ASSIGNMENT AGREEMENT
Assignment Agreement • April 20th, 2007 • CWABS Asset-Backed Certificates Trust 2007-5 • Asset-backed securities • New York

ASSIGNMENT AGREEMENT, dated as of March 30, 2007 (“Assignment Agreement”), among COUNTRYWIDE HOME LOANS, INC. (“Assignor”), THE BANK OF NEW YORK (“Assignee”), not in its individual or corporate capacity but solely as Corridor Contract Administrator for CWABS Asset-Backed Certificates Trust 2007-5, pursuant to a Corridor Contract Administration Agreement (the “Corridor Contract Administration Agreement”) dated as of March 30, 2007, and DEUTSCHE BANK AG, NEW YORK BRANCH (“Remaining Party”).

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Deutsche Bank Deutsche Bank AG New York 60 Wall Street New York, NY 10005 Telephone: 212-250-9425 Facsimile: 212-797-0779 Date: March 30, 2007
CWABS Asset-Backed Certificates Trust 2007-5 • April 20th, 2007 • Asset-backed securities • New York

This Confirmation supersedes any previous Confirmation or other communication with respect to the Transaction and evidences a complete and binding agreement between you and us as to the terms of the Swap Transaction to which this Confirmation relates. This Confirmation is subject to the terms and conditions of the ISDA Master Agreement dated as of July 18, 1996, between Party A and Party B and shall form a part of and be subject to that ISDA Master Agreement (the “Agreement”).

Sample 1
Deutsche Bank Deutsche Bank AG New York 60 Wall Street New York, NY 10005 Telephone: 212-250-9425 Facsimile: 212-797-0779
CWABS Asset-Backed Certificates Trust 2007-5 • April 20th, 2007 • Asset-backed securities • New York

This Confirmation supersedes any previous Confirmation or other communication with respect to the Transaction and evidences a complete and binding agreement between you and us as to the terms of the Swap Transaction to which this Confirmation relates. This Confirmation is subject to the terms and conditions of the ISDA Master Agreement dated as of July 18, 1996, between Party A and Party B and shall form a part of and be subject to that ISDA Master Agreement (the “Agreement”).

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CWABS, INC., Depositor COUNTRYWIDE HOME LOANS, INC., Seller PARK MONACO INC., Seller PARK SIENNA LLC, Seller COUNTRYWIDE HOME LOANS SERVICING LP, Master Servicer THE BANK OF NEW YORK, Trustee and THE BANK OF NEW YORK TRUST COMPANY, N.A., Co-Trustee
Pooling and Servicing Agreement • May 11th, 2007 • CWABS Asset-Backed Certificates Trust 2007-5 • Asset-backed securities • New York

POOLING AND SERVICING AGREEMENT, dated as of March 1, 2007, by and among CWABS, INC., a Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS, INC., a New York corporation, as seller (“CHL” or a “Seller”), PARK MONACO INC., a Delaware corporation, as a seller (“Park Monaco” or a “Seller”), PARK SIENNA LLC, a Delaware limited liability company, as a seller (“Park Sienna” or a “Seller”, and together with CHL and Park Monaco, the “Sellers”), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as master servicer (the “Master Servicer”), THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as co-trustee (the “Co-Trustee”).

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