EXHIBIT 99.3 ASSIGNMENT AGREEMENT

                                 EXHIBIT 99.3


                             ASSIGNMENT AGREEMENT


     ASSIGNMENT AGREEMENT, dated as of June 30, 2006 ("Assignment Agreement"),
among COUNTRYWIDE HOME LOANS, INC. ("Assignor"), JPMORGAN CHASE BANK, N.A.
("Assignee"), not in its individual capacity but solely in its capacity as Cap
Contract Administrator for CWHEQ Revolving Home Equity Loan Trust, Series
2006-F, pursuant to a Cap Contract Administration Agreement (the "Cap Contract
Administration Agreement") dated as of June 30, 2006, and BEAR STEARNS
FINANCIAL PRODUCTS INC. ("Remaining Party").

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

     WHEREAS, effective as of June 30, 2006 Assignor desires to assign all of
its rights and delegate all of its duties and obligations to Assignee under a
certain Transaction (the "Assigned Transaction") as evidenced by a certain
confirmation with a Trade Date of June 28, 2006 whose BEAR STEARNS FINANCIAL
PRODUCTS INC. Reference Number is FXNCC8477 (the "Confirmation"), a copy of
which is attached hereto as Exhibit I;

     WHEREAS, Assignor and Remaining Party executed and delivered the
Confirmation in connection with an ISDA Master Agreement (Multicurrency--Cross
Border) form (the "ISDA Form Master Agreement");

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

     WHEREAS, Assignor 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.

     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 June 30, 2006 (the
"Effective Date"), Assignor hereby assigns all of its rights and delegates all
of its duties and obligations to Assignee and Assignee hereby assumes all
Assignor's rights, duties, and obligations under the Assigned Transaction and
the Confirmation arising on or after the Effective Date.

     2. Release. Effective as of and from the Effective Date, Remaining Party
and Assignor hereby release one another from all duties and obligations owed
under and in respect of the Assigned Transaction and the Confirmation, and
Assignor hereby terminates its rights under and in respect of the Assigned
Transaction; provided, that such release shall not affect Assignor's
obligation to pay the Fixed Amount in accordance with the terms of the
Assigned Transaction and the Confirmation.


<PAGE>


     3. Limitation on Liability. Assignor and Remaining Party agree to the
following: (a) JPMorgan Chase Bank, N.A. ("JPMorgan") is entering into this
Assignment Agreement not in its individual capacity but solely in its capacity
as Cap Contract Administrator under the Cap Contract Administration Agreement;
and (b) in no case shall JPMorgan (or any person acting as successor Cap
Contract Administrator under the Cap 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 liability, if any, being expressly
waived by Assignor and Remaining Party and any person claiming by, through or
under either such party.

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

     5. Governing Agreement. The Assigned Transaction and the 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 Effective Date
of the Transaction (the "Assignee Agreement"). The 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. Additional Provision. Each party hereby agrees that the Confirmation
and thus the Assigned Transaction are each hereby amended as follows:

          (a) The following additional provision shall be added as a new
     Section 8:

               "Regulation AB Compliance. Party A and Party B agree that the
               terms of the Item 1115 Agreement dated as of January 30, 2006
               (the "Regulation AB Agreement"), between Countrywide Home
               Loans, Inc., CWABS, INC., CWMBS, Inc., CWALT, Inc., CWHEQ, Inc.
               and Bear Stearns Financial Products Inc. shall be incorporated
               by reference into this Agreement so that Party B shall be an
               express third party beneficiary of the Regulation AB Agreement.
               A copy of the Regulation AB Agreement is attached hereto as
               Annex A."

          (b) The Item 1115 Agreement dated as of January 30, 2006, between
     Countrywide Home Loans, Inc., CWABS, INC., CWMBS, Inc., CWALT, Inc.,
     CWHEQ, Inc. and Bear Stearns Financial Products Inc., a copy of which is
     attached hereto as Exhibit II, shall be added as Annex A.

     7. 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;


                                      2
<PAGE>


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

     (c)  Its obligations under this Assignment Agreement constitute its
          legal, valid and binding obligations, enforceable in accordance with
          their respective terms.

     As of the Effective Date, each of Assignor and Remaining Party represents
that no event or condition has occurred that constitutes an Event of Default,
a Potential Event of Default or, to the party's knowledge, a Termination Event
(as such terms are defined in the Confirmation and Assignee Agreement), with
respect to the party, and no such event would occur as a result of the party's
entering into or performing its obligations under this Assignment Agreement.

     8. Indemnity. Each of Assignor and Remaining Party hereby agrees to
indemnify and hold harmless Assignee with respect to any and all claims
arising under the Assigned Transaction prior to the Effective Date. Each of
Assignee and Remaining Party (subject to the limitations set forth in
paragraph 3 above) hereby agrees to indemnify and hold harmless Assignor with
respect to any and all claims arising under the Assigned Transaction on or
after the Effective Date.

     9. Governing Law. This Assignment Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

     10. Notices. For the purposes of this Assignment Agreement and Section
12(a) of the ISDA Form Master Agreement of the Assigned Transaction, the
addresses for notices or communications are as follows: (i) in the case of
Assignor, Countrywide Home Loans, Inc., 4500 Park Granada, Mail Stop CH-143,
Calabasas, California 91302, Attention: Jeff Staab, with a copy to the same
address, Attention: Legal Department, or such other address as may be
hereafter furnished in writing to Assignee and Remaining Party; (ii) in the
case of Assignee, JPMorgan Chase Bank, N.A., 4 New York Plaza, 6th Floor, New
York, New York 10004, Attention: Worldwide Securities Services/Structure
Finance Services, Countrywide HEL CWHEQ 2006-F or such other address as may be
hereafter furnished in writing to Assignor and Remaining Party; and (iii) in
the case of Remaining Party, Bear Stearns Financial Products Inc., 383 Madison
Avenue, New York, New York 10179, such other address as may be hereafter
furnished in writing to Assignor and Assignee.

     11. Payments. All payments (if any) remitted by Remaining Party under the
Assigned Transaction shall be made by wire transfer according to the following
instructions:

     JPMorgan Chase Bank, N.A. - Houston, TX.
     ABA# 113000609
     Acct Number: 00103409232
     Acct Name: Houston Structured Finance
     Ref: CWHEQ 2006-F

     12. Counterparts. This Assignment Agreement may be executed and delivered
in counterparts (including by facsimile transmission), each of which when
executed shall be deemed to be an original but all of which taken together
shall constitute one and the same instrument.


                                      3
<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
as of the date first above written.

                                    COUNTRYWIDE HOME LOANS, INC.



                                    By: /s/ Darren Bigby                   
                                        -----------------------------------
                                    Name: Darren Bigby                    
                                         ----------------------------------
                                    Title: Executive Vice President       
                                           --------------------------------


                                    JPMORGAN CHASE BANK, N.A., not in its
                                    individual capacity but solely as Cap
                                    Contract Administrator for CWHEQ
                                    Revolving Home Equity Loan Trust,
                                    Series 2006-F



                                    By: /s/ Keith R. Richardson            
                                        -----------------------------------
                                    Name: Keith R. Richardson             
                                         ----------------------------------
                                    Title: Attorney-In-Fact               
                                           --------------------------------


                                    BEAR STEARNS FINANCIAL PRODUCTS INC.



                                    By: /s/ Annie Manevitz                
                                        -----------------------------------
                                    Name: Annie Manevitz                  
                                         ----------------------------------
                                    Title:  Authorized Signatory          
                                          ---------------------------------


                                      4
<PAGE>

                                  EXHIBIT I


BEAR STEARNS
                                          BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                            383 MADISON AVENUE
                                                      NEW YORK, NEW YORK 10179
                                                                  212-272-4009


DATE:                June 29, 2006

TO:                  Countrywide Home Loans, Inc.
ATTENTION:           Mr. Jeff Staab
TELEPHONE:           1-818-225-3279
FACSIMILE:           1-818-225-4010                FAX: 1-818-225-4038

FROM:                Derivatives Documentation
TELEPHONE:           212-272-2711
FACSIMILE:           212-272-9857

SUBJECT:             Fixed Income Derivatives Confirmation and Agreement

REFERENCE NUMBER:    FXNCC8477

The purpose of this letter agreement ("Agreement") is to confirm the terms and
conditions of the Transaction entered into on the Trade Date specified below
(the "Transaction") between Bear Stearns Financial Products Inc. ("BSFP") and
Countrywide Home Loans, Inc., ("Counterparts"). This Agreement, which
evidences a complete and binding agreement between BSFP and Counterparty to
enter into the Transaction on the terms set forth below, constitutes a
"Confirmation" as referred to in the "ISDA Form Master Agreement" (as defined
below), as well as a "Schedule" as referred to in the ISDA Form Master
Agreement.

1.   This Agreement is subject to and incorporates the 2000 ISDA Definitions
     (the "Definitions"), as published by the International Swaps and
     Derivatives Association, Inc. ("ISDA"). BSFP and Counterparty have agreed
     to enter into this Agreement in lieu of negotiating a Schedule to the
     1992 ISDA Master Agreement (Multicurrency--Cross Border) form (the "ISDA
     Form Master Agreement"). An ISDA Form Master Agreement shall be deemed to
     have been executed by BSFP and Counterparty on the date we entered into
     the Transaction. All provisions contained in, or incorporated by
     reference to, the ISDA Form Master Agreement shall govern the Transaction
     referenced in this Confirmation except as expressly modified herein. In
     the event of any inconsistency between the provisions of this Agreement
     and the Definitions or the ISDA Form Master Agreement, this Agreement
     shall prevail for purposes of the Transaction.

2.   The terms of the particular Transaction to which this Confirmation
     relates are as follows:

     Type of Transaction:              Rate Cap


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Reference Number: FXNCC8477
Countrywide Home Loans, Inc.
June 29, 2006
Page 2 of 12


     Notional Amount:                  With respect to any Calculation Period,
                                       the amount set forth for such period in
                                       the Schedule of Notional Amounts and
                                       Cap Rates attached hereto.

     Trade Date:                       June 28, 2006

     Effective Date:                   June 30, 2006

     Termination Date:                 January 15, 2012, subject to adjustment
                                       in accordance with the Business Day
                                       Convention.

     Fixed Amount (Premium):

           Fixed Rate Payer:           Counterparty

           Fixed Rate Payer
           Payment Date:               June 30, 2006

           Fixed Amount:               USD 25,000

     Floating Amounts:

           Floating Rate Payer:        BSFP

           Cap Rate:                   With respect to any Calculation Period,
                                       the rate set forth for such period in
                                       the Schedule of Notional Amounts and
                                       Cap Rates attached hereto.

           Floating Rate Payer
           Period End Dates:           The 15th calendar day of each month
                                       during the Term of this Transaction,
                                       commencing August 15, 2006 and ending
                                       on the Termination Date, subject to
                                       adjustment in accordance with the
                                       Business Day Convention.

           Floating Rate Payer
           Payment Dates:              Early Payment shall be applicable. One
                                       Business Day preceding each Floating
                                       Rate Payer Period End Date.

           Floating Rate Option:       USD-LIBOR-BBA.

           Designated Maturity:        One month

           Floating Rate Day
           Count Fraction:             Actual/360

           Reset Dates:                The first day of each Calculation
                                       Period.


<PAGE>


Reference Number: FXNCC8477
Countrywide Home Loans, Inc.
June 29, 2006
Page 3 of 12



           Compounding:                Inapplicable

     Business Days for payments:       New York

     Business Day Convention:          Modified Following

3.   Additional Provisions:            Each party hereto is hereby advised and
                                       acknowledges that the other party has
                                       engaged in (or refrained from engaging
                                       in) substantial financial transactions
                                       and has taken (or refrained from
                                       taking) other material actions in
                                       reliance upon the entry by the parties
                                       into the Transaction being entered into
                                       on the terms and conditions set forth
                                       herein and in the Confirmation relating
                                       to such Transaction, as applicable.
                                       This paragraph shall be deemed repeated
                                       on the trade date of each Transaction.

4.   Provisions Deemed Incorporated in a Schedule to the ISDA Form Master
     Agreement:

1)   The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form
     Master Agreement will apply to any Transaction.

2)   Termination Provisions. For purposes of the ISDA Form Master Agreement:

(a)  "Specified Entity" is not applicable to BSFP or Counterparty for any
     purpose.

(b)  "Specified Transaction" is not applicable to BSFP or Counterparty for any
     purpose, and, accordingly, Section 5(a)(v) of the ISDA Form Master
     Agreement shall not apply to BSFP or Counterparty.

(c)  The "Cross Default" provisions of Section 5(a)(vi) of the ISDA Form
     Master Agreement will not apply to BSFP or to Counterparty.

(d)  The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the ISDA
     Form Master Agreement will not apply to BSFP or to Counterparty.

(e)  The "Automatic Early Termination" provision of Section 6(a) of the ISDA
     Form Master Agreement will not apply to BSFP or to Counterparty.

(f)  Payments on Early Termination. For the purpose of Section 6(e) of the
     ISDA Form Master Agreement:

     (i)  Market Quotation will apply.


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Reference Number: FXNCC8477
Countrywide Home Loans, Inc.
June 29, 2006
Page 4 of 12


     (ii) The Second Method will apply.

(g)  "Termination Currency" means United States Dollars.

3)   Tax Representations. Not applicable

4)   Limitation on Events of Default. Notwithstanding the terms of Sections 5
     and 6 of the ISDA Form Master Agreement, if at any time and so long as
     the Counterparty has satisfied in full all its payment obligations under
     Section 2(a)(i) of the ISDA Form Master Agreement and has at the time no
     future payment obligations, whether absolute or contingent, under such
     Section, then unless BSFP is required pursuant to appropriate proceedings
     to return to the Counterparty or otherwise returns to the Counterparty
     upon demand of the Counterparty any portion of any such payment, (a) the
     occurrence of an event described in Section 5(a) of the ISDA Form Master
     Agreement with respect to the Counterparty shall not constitute an Event
     of Default or Potential Event of Default with respect to the Counterparty
     as Defaulting Party and (b) BSFP shall be entitled to designate an Early
     Termination Date pursuant to Section 6 of the 1SDA Form Master Agreement
     only as a result of the occurrence of a Termination Event set forth in
     either Section 5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with
     respect to BSFP as the Affected Party or Section 5(b)(iii) with respect
     to BSFP as the Burdened Party.

5)   Documents to be Delivered. For the purpose of Section 4(a) of the ISDA
     Form Master Agreement:

(1)  Tax forms, documents, or certificates to be delivered are:

<TABLE>
<CAPTION>

Party required to deliver          Form/Document/Certificate                    Date by which to be
document                                                                        delivered
                                                                               
<S>                                <C>                                          <C>
BSFP and the Counterparty          Any document required or reasonably          Promptly after the earlier of (i)
                                   requested to allow the other party           reasonable demand by either party or
                                   to make payments under this                  (ii) learning that such form or
                                   Agreement without any deduction or           document is required
                                   withholding for or on the account of       
                                   any Tax or with such deduction or          
                                   withholding at a reduced rate              

</TABLE>

                                                                        
(2)  Other documents to be delivered are:


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Reference Number: FXNCC8477
Countrywide Home Loans, Inc.
June 29, 2006
Page 5 of 12


<TABLE>
<CAPTION>

Party required to               Form/Document/               Date by which to be          Covered by Section
deliver document                Certificate                  delivered                    3(d) Representation

<S>                             <C>                          <C>                          <C>
BSFP and the Counterparty       Any documents required by    Upon the execution and       Yes
                                the receiving party to       delivery of this Agreement
                                evidence the authority       and such
                                of the delivering party      confirmation
                                or its Credit Support
                                Provider, if any, for it
                                to execute and deliver
                                this Agreement, any
                                Confirmation , and any
                                Credit Support Documents
                                to which it is a party,
                                and to evidence the
                                authority of the
                                delivering party or its
                                Credit Support Provider to
                                perform its obligations
                                under this Agreement, such
                                Confirmation and/or Credit
                                Support Document, as the
                                case may be

BSFP and the Counterparty       A certificate of an          Upon the execution and       Yes
                                authorized officer of the    delivery of this Agreement
                                party, as to the             and such Confirmation
                                incumbency and authority
                                of the respective officers
                                of the party signing this
                                Agreement, any relevant
                                Credit Support Document,
                                or any Confirmation, as
                                the case may be

</TABLE>

6)   Miscellaneous. Miscellaneous

(a)  Address for Notices: For the purposes of Section 12(a) of the ISDA Form
     Master Agreement:


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Reference Number: FXNCC8477
Countrywide Home Loans, Inc.
June 29, 2006
Page 6 of 12


     Address for notices or communications to BSFP:

          Address:       383 Madison Avenue, New York, New York 10179
          Attention:     DPC Manager
          Facsimile:     (212) 272-5823
    
     with a copy to:

          Address:       One Metrotech Center North, Brooklyn, New York 11201
          Attention:     Derivative Operations - 7th Floor
          Facsimile:     212) 272-1634
    
          (For all purposes)

     Address for notices or communications to the Counterparty:

          Address:       4500 Park Granada
                         Mail Stop CH-143
                         Calabasas, CA 91302
          Attention:     Mr. Jeff Staab
          Facsimile:     818-225-3898
          Phone:         818-225-3279

(b)  Process Agent. For the purpose of Section 13(c) of the ISDA Form Master
     Agreement:

               BSFP appoints as its
               Process Agent;               Not Applicable

               The Counterparty appoints
               as its Process Agent:        Not Applicable

(c)  Offices The provisions of Section 10(a) of the ISDA Form Master
     Agreement will not apply to this Agreement; neither BSFP nor the
     Counterparty have any Offices other than as set forth in the Notices
     Section and BSFP agrees that, for purposes of Section 6(b) of the ISDA
     Form Master Agreement, it shall not in future have any Office other than
     one in the United States.

(d)  Multibranch Party. For the purpose of Section 10(c) of the ISDA Form
     Master Agreement:

     BSFP is not a Multibranch Party.

     The Counterparty is not a Multibranch Party.


<PAGE>


Reference Number: FXNCC8477
Countrywide Home Loans, Inc.
June 29, 2006
Page 7 of 12


(e)  Calculation Agent. The Calculation Agent is BSFP; provided, however, that
     if an Event of Default occurs with respect to BSFP, then the Counterparty
     shall be entitled to appoint a financial institution which would qualify
     as a Reference Market-maker to act as Calculation Agent.

(f)  Credit Support Document. Not applicable for either BSFP or the
     Counterparty.

(g)  Credit Support Provider.

     BSFP: Not Applicable

     The Counterparty:   Not Applicable

(h)  Governing Law. The parties to this Agreement hereby agree that the law of
     the State of New York shall govern their rights and duties in whole.

(i)  Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable (in whole or in part) for any