SUBSEQUENT TRANSFER AGREEMENT

EXHIBIT 99.1

SUBSEQUENT TRANSFER AGREEMENT

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”);

WHEREAS, the Depositor, CHL, Park Monaco, Park Sienna, the Trustee, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New York Trust Company, N.A., as Co-Trustee, have entered into the Pooling and Servicing Agreement, dated as of March 1, 2007 (the “Pooling and Servicing Agreement”), relating to the CWABS, Inc. Asset-Backed Certificates, Series 2007-5 (capitalized terms not otherwise defined herein are used as defined in the Pooling and Servicing Agreement);

WHEREAS, Section 2.01(d) of the Pooling and Servicing Agreement provides for the parties hereto to enter into this Subsequent Transfer Agreement in accordance with the terms and conditions of the Pooling and Servicing Agreement;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged the parties hereto agree as follows:

(a)           The “Subsequent Transfer Date” with respect to this Subsequent Transfer Agreement shall be April 30, 2007.

(b)           The “Subsequent Transfer Date Purchase Amount” with respect to this Subsequent Transfer Agreement shall be $55,666,203.53.

(c)           The Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date shall be subject to the terms and conditions of the Pooling and Servicing Agreement.

(d)           Annex I hereto sets forth a list of the Mortgage Loans which are Delay Delivery Mortgage Loans.

(e)           In case any provision of this Subsequent Transfer Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby.

(f)           In the event of any conflict between the provisions of this Subsequent Transfer Agreement and the Pooling and Servicing Agreement, the provisions of the Pooling and Servicing Agreement shall prevail.

(g)           This Subsequent Transfer Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York.

(h)           The Subsequent Transfer Agreement may be executed in one or more counterparts, each of which so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties to this Subsequent Transfer Agreement have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

	CWABS, INC.,
		as Depositor
	By:	/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Executive Vice President

	COUNTRYWIDE HOME LOANS, INC.,
		as a Seller
	By:	/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Executive Vice President

	PARK MONACO INC.,
		as a Seller
	By:	/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Executive Vice President

	PARK SIENNA LLC,
		as a Seller
	By:	/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Executive Vice President

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	THE BANK OF NEW YORK, not in its individual capacity, but solely as Trustee
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:  Xxxxxxxx Xxxxxx
		Title:    Vice President

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Annex I

Mortgage Loans for which All or a Portion of a Related Mortgage File is not Delivered to the Trustee on or prior to the Subsequent Transfer Date

 [On file with the Trustee.]

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