EXHIBIT 99.3 ASSIGNMENT AGREEMENT

                                                                  EXHIBIT 99.3


                              ASSIGNMENT AGREEMENT


         ASSIGNMENT AGREEMENT, dated as of December 8, 2006 ("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, Inc. Asset-Backed Certificates Series
2006-23, pursuant to a Swap Contract Administration Agreement (the "Swap
Contract Administration Agreement") dated as of December 8, 2006, and BEAR
STEARNS FINANCIAL PRODUCTS INC. ("Remaining Party").

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

         WHEREAS, effective as of December 8, 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 November 22, 2006, whose BEAR STEARNS
FINANCIAL PRODUCTS INC. reference number is FXCWL0623 (the "Confirmation"), a
copy of which is attached hereto as Exhibit I;

         WHEREAS, the 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 "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 December 8, 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

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Remaining Party's obligation to pay the Upfront Amount in accordance with the
terms of the Assigned Transaction and the Confirmation.

         3. Limitation on Liability. Assignor 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 Assignor and Remaining Party and
any person claiming by, through or under either 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 2006-23 dated as of December 1, 2006 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").

         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. Following the assignment of the Assigned
Transaction pursuant to the terms hereof, 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
trade 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. 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
             other agency of government applicable to it or any of its assets
             or any contractual restriction binding on or affecting it or any
             of its assets;

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        (d)  All governmental and other consents that are required to have
             been obtained by it with respect to this Assignment Agreement
             have been obtained and are in full force and effect and all
             conditions of any such consents have