EXHIBIT 99.3 ASSIGNMENT AGREEMENT

                                                                  EXHIBIT 99.3



                             ASSIGNMENT AGREEMENT


      ASSIGNMENT AGREEMENT, dated as of November 30, 2006 ("Assignment
Agreement"), among BEAR STEARNS CAPITAL MARKETS ("BSCM"), BEAR STEARNS
FINANCIAL PRODUCTS ("BSFP" or "Remaining Party"), COUNTRYWIDE HOME LOANS, INC.
("CHL"), and THE BANK OF NEW YORK ("Assignee"), not in its individual or
corporate capacity but solely as Swap Contract Administrator for CWABS, Inc.
Asset-Backed Certificates Series 2006-21, pursuant to a Swap Contract
Administration Agreement (the "Swap Contract Administration Agreement") dated
as of November 30, 2006.

                             W I T N E S S E T H:
                             - - - - - - - - - -

      WHEREAS, effective as of November 30, 2006, BSCM desires to assign all
of its rights and delegate all of its duties and obligations to BSFP under a
certain Transaction (the "Assigned Transaction") as evidenced by a certain
confirmation dated November 9, 2006 between BSCM and CHL with a Trade Date of
November 8, 2006, whose BEAR STEARNS CAPITAL MARKETS INC. reference number is
CXCWL0621 (the "Old Confirmation"), a copy of which is attached hereto as
Exhibit I;

      WHEREAS, the Old Confirmation supplements, forms a part of, and is
subject to, an agreement in the form of the 1992 Multicurrency - Cross Border
Master Agreement published by the International Swaps and Derivatives
Association, Inc. (the "CHL ISDA Master Agreement"), dated July 28, 1995
between BSCM and CHL;

      WHEREAS, BSFP desires to accept the assignment of rights and assume the
delegation of duties and obligations of BSCM under the Assigned Transaction
and the Old Confirmation, including any modifications that may be agreed to by
BSFP and CHL;

      WHEREAS, BSCM desires to obtain the written consent of CHL to the
assignment, delegation, and assumption and CHL desires to grant such consent
in accordance with the terms hereof;

      WHEREAS, following the assignment of the Assigned Transaction from BSCM
to BSFP and effective as of November 30, 2006, CHL desires to assign all of
its rights and delegate all of its duties and obligations to Assignee under
the Assigned Transaction;

      WHEREAS, Assignee desires to accept the assignment of rights and assume
the delegation of duties and obligations of the CHL under the Assigned
Transaction, including any modifications that may be agreed to by Assignee and
Remaining Party;

      WHEREAS, CHL desires to obtain the written consent of Remaining Party to
the assignment, delegation, and assumption and Remaining Party desires to
grant such consent in accordance with the terms hereof; and

      WHEREAS, following the two assignments discussed above, Assignee and
Remaining Party desire to enter into a new confirmation to evidence the
Assigned Transaction, dated November 30, 2006, between Assignee and Remaining
Party, with a Trade Date of November

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30, 2006 whose Bear Stearns Financial Products reference number is FXCWL0621
(the "New Confirmation"), a copy of which is attached hereto as Exhibit II;

      NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:

      1. Assignment and Assumption. Effective as of and from November 30, 2006
(the "Effective Date"), BSCM hereby assigns all of its rights and delegates
all of its duties and obligations to BSFP and BSFP hereby assumes all BSCM's
rights, duties, and obligations under the Assigned Transaction and the Old
Confirmation arising on or after the Effective Date (other than BSCM's
obligation to pay the upfront amount to CHL in accordance with the terms of
the Old Confirmation).

      Following the assignment from BSCM to BSFP in the immediately preceding
paragraph and effective as of and from the Effective Date, CHL hereby assigns
all of its rights and delegates all of its duties and obligations to Assignee
and Assignee hereby assumes all CHL's rights, duties, and obligations under
the Assigned Transaction and the Old Confirmation arising on or after the
Effective Date (other than CHL's right to receive the upfront amount from BSCM
in accordance with the terms of the Old Confirmation).

      2. Release. Effective as of and from the Effective Date, BSCM and CHL
hereby release one another from all duties and obligations owed under and in
respect of the Assigned Transaction and the Old Confirmation, and BSCM and CHL
hereby terminate their rights under and in respect of the Assigned
Transaction; provided, that such release shall not affect BSCM's obligation to
pay the Upfront Amount to CHL in accordance with the terms of the Assigned
Transaction and the Old Confirmation.

      Effective as of and from the Effective Date, Remaining Party and CHL
hereby release one another from all duties and obligations owed under and in
respect of the Assigned Transaction and Old Confirmation, and CHL hereby
terminates its rights under and in respect of the Assigned Transaction.

      3. Limitation on Liability. BSCM, CHL and Remaining Party agree to the
following: (a) The Bank of New York ("BNY") is entering into this Assignment
Agreement not in its individual or corporate capacity, but solely in its
capacity as Swap Contract Administrator under the Swap Contract Administration
Agreement and its liability under this Assignment Agreement and under the Swap
Contract Administration Agreement shall be as set forth in the Swap Contract
Administration Agreement; (b) in no case shall BNY (or any person acting as
successor Swap Contract Administrator under the Swap Contract Administration
Agreement) be personally liable for or on account of any of the statements,
representations, warranties, covenants or obligations stated to be those of
Assignee under the terms of the Assigned Transaction, all such personal
liability, if any, being expressly waived by BSCM, CHL and Remaining Party and
any person claiming by, through or under any such party; and (c) recourse
against BNY shall be limited to the assets available under the Swap Contract
Administration Agreement or the pooling and servicing agreement for CWABS,
Inc. Asset-Backed Certificates Series 2006-21 dated as of November 1, 2006
among CWABS, Inc. as depositor, Park Monaco



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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").

      4. Consent and Acknowledgment. CHL hereby consents to the assignment and
delegation by BSCM to Remaining Party of all the rights, duties, and
obligations of BSCM under the Assigned Transaction pursuant to this Assignment
Agreement.

            Remaining Party hereby consents to the assignment and delegation
by CHL to Assignee of all the rights, duties, and obligations of CHL under the
Assigned Transaction pursuant to this Assignment Agreement.

      5. Governing Agreement. Following the assignments of the Assigned
Transaction pursuant to the terms hereof, Assignee and Remaining Party agree
that the terms of the New Confirmation shall govern the Assigned Transaction.
The New Confirmation shall form a part of, and be subject to, the ISDA Form
Master Agreement, as if Assignee and Remaining Party had executed such
agreement on the trade date of the Transaction (the "Assignee Agreement"). The
New Confirmation, together with all other documents referring to the ISDA Form
Master Agreement confirming transactions entered into between Assignee and
Remaining Party, shall form a part of, and be subject to, the Assignee
Agreement. For the purposes of this paragraph, capitalized terms used herein
and not otherwise defined shall have the meanings assigned in the ISDA Form
Master Agreement.

      6. Representations. Each party hereby represents and warrants to the
other parties as follows:

      (a)   It is duly organized, validly existing and in good standing under
            the laws of its jurisdiction of organization or incorporation;

      (b)   It has the power to execute and deliver this Assignment Agreement;

      (c)   Such execution, delivery and performance do not violate or
            conflict with any law applicable to it, any provision of its
            constitutional documents, any order or judgment of any court or