Excerpts I - Pool and Servicing Agreement (Reps and Warr.) - CWHEQ 06 S10

POOLING AND SERVICING AGREEMENT

http://www.sec.gov/Archives/edgar/data/1383946/000090514807000336/efc7-0021_6007156ex994.txt

Section 2.03 Representations, Warranties and Covenants of the
                       Master Servicer and the Sellers.
...

          (b) CHL hereby represents and warrants to the Depositor, the
Certificate Insurer and the Trustee as follows, as of the Initial Cut-off Date
in the case of the Initial Mortgage Loans and as of the related Subsequent
Cut-off Date in the case of the Subsequent Mortgage Loans (unless otherwise
indicated or the context otherwise requires, percentages with respect to the
Initial Mortgage Loans in the Trust Fund are measured by the Cut-off Date
Principal Balance of the Initial Mortgage Loans in the Trust Fund):
...
                     (7) The information set forth on the Mortgage Loan
          Schedule with respect to each Initial Mortgage Loan is true and
          correct in all material respects as of the Closing Date and is
          true and correct in all material respects as of the Subsequent
          Transfer Date with respect to the related Subsequent Mortgage
          Loans.
...
                      (10) No Mortgage Loan had a Combined Loan-to-Value
          Ratio at origination in excess of 100.00%.
...
                      (28) The origination, underwriting, servicing and
          collection practices with respect to each Mortgage Loan have been
          in all respects legal, proper, prudent and customary in the
          mortgage lending and servicing business, as conducted by prudent
          lending institutions which service mortgage loans of the same type
          in the jurisdiction in which the Mortgaged Property is located.
...
                      (45) The Mortgage Loans originated by CHL were
          underwritten in all material respects in accordance with CHL's
          underwriting guidelines for closed-end second lien mortgage loans
          or, with respect to Mortgage Loans purchased by CHL were
          underwritten in all material respects in accordance with customary
          and prudent underwriting guidelines generally used by originators
          of closed-end second lien mortgage loans.

                      (46) Prior to the approval of the Mortgage Loan
          application, an appraisal of the related Mortgaged Property was
          obtained from a qualified appraiser, duly appointed by the
          originator, who had no interest, direct or indirect, in the
          Mortgaged Property or in any loan made on the security thereof,
          and whose compensation is not affected by the approval or
          disapproval of the Mortgage Loan; such appraisal is in a form
          acceptable to Fannie Mae and Freddie Mac.
...
                      (52) The Mortgage Loans, individually and in the
          aggregate, conform in all material respects to the descriptions
          thereof in the Prospectus Supplement.
...          

(64) No Mortgage Loan in the Trust Fund is a "high

          cost home," "covered" (excluding home loans defined as "covered
          home loans" in the New Jersey Home Ownership Security Act of 2002
          that were originated between November 26, 2003 and July 7, 2004),
          "high risk home" or "predatory" loan under any applicable state,
          federal or local law (or a similarly classified loan using
          different terminology under a law imposing heightened regulatory
          scrutiny or additional legal liability for residential mortgage
          loans having high interest rates, points and/or fees).
...
          (f) Upon discovery by any of the parties hereto of a breach of a
representation or warranty set forth in Section 2.03(a) through (e) that
materially and adversely affects the interests of the Certificateholders or
the Certificate Insurer in any Mortgage Loan, the party discovering such
breach shall give prompt notice thereof to the other parties, the NIM Insurer
and the Certificate Insurer. Each of the Master Servicer and the Sellers
(each, a "Representing Party") hereby covenants with respect to the
representations and warranties set forth in Sections 2.03(a) through (e) that
within 90 days of the earlier of the discovery by such Representing Party or
receipt of written notice by such Representing Party from any party of a
breach of any representation or warranty set forth herein made that materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan or the Certificate Insurer, it shall cure such breach in all material
respects and, if such breach is not so cured, shall, (i) if such 90-day period
expires prior to the second anniversary of the Closing Date, remove such
Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute
in its place a Replacement Mortgage Loan, in the manner and subject to the
conditions set forth in this Section; or (ii) repurchase the affected Mortgage
Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner
set forth below;