Exhibit 4.1
                                 -----------


                                                             EXECUTION VERSION

===============================================================================




                                 CWABS, INC.,
                                   Depositor

                         COUNTRYWIDE HOME LOANS, INC.,
                                    Seller

                               PARK MONACO INC.,
                                    Seller

                               PARK SIENNA LLC,
                                    Seller

                     COUNTRYWIDE HOME LOANS SERVICING LP,
                                Master Servicer

                                      and

                             THE BANK OF NEW YORK,
                                    Trustee

                        --------------------------------

                        POOLING AND SERVICING AGREEMENT

                         Dated as of December 1, 2005

                        --------------------------------

                   ASSET-BACKED CERTIFICATES, SERIES 2005-14



<PAGE>

<TABLE>
<CAPTION>

                               Table of Contents
                               -----------------

                                                                                                            Page
                                                                                                            ----

<S>            <C>                                                                                           <C>
ARTICLE I. DEFINITIONS                                                                                         9

Section 1.01   Defined Terms...................................................................................9
Section 1.02   Certain Interpretive Provisions................................................................53

ARTICLE II. CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES                                      53

Section 2.01   Conveyance of Mortgage Loans...................................................................53
Section 2.02   Acceptance by Trustee of the Mortgage Loans....................................................61
Section 2.03   Representations, Warranties and Covenants of the Master Servicer and the Sellers...............66
Section 2.04   Representations and Warranties of the Depositor................................................87
Section 2.05   Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases................89
Section 2.06   Authentication and Delivery of Certificates....................................................90
Section 2.07   Covenants of the Master Servicer...............................................................90

ARTICLE III. ADMINISTRATION AND SERVICING OF MORTGAGE LOANS                                                   90

Section 3.01   Master Servicer to Service Mortgage Loans......................................................90
Section 3.02   Subservicing; Enforcement of the Obligations of Master Servicer................................92
Section 3.03   Rights of the Depositor, the Sellers, the Certificateholders, the NIM Insurer, the
               Class 2-A-2 Insurer and the Trustee in Respect of the Master Servicer..........................93
Section 3.04   Trustee to Act as Master Servicer..............................................................93
Section 3.05   Collection of Mortgage Loan Payments; Certificate Account; Distribution Account;
               Pre-Funding Account; Seller Shortfall Interest Requirement.....................................94
Section 3.06   Collection of Taxes, Assessments and Similar Items; Escrow Accounts............................97
Section 3.07   Access to Certain Documentation and Information Regarding the Mortgage Loans...................98
Section 3.08   Permitted Withdrawals from the Certificate Account, Distribution Account, Carryover
               Reserve Fund and the Principal Reserve Fund....................................................98
Section 3.09   [Reserved]....................................................................................101
Section 3.10   Maintenance of Hazard Insurance...............................................................101
Section 3.11   Enforcement of Due-On-Sale Clauses; Assumption Agreements.....................................102
Section 3.12   Realization Upon Defaulted Mortgage Loans; Determination of Excess Proceeds and
               Realized Losses; Repurchase of Certain Mortgage Loans.........................................103
Section 3.13   Trustee to Cooperate; Release of Mortgage Files...............................................107
Section 3.14   Documents, Records and Funds in Possession of Master Servicer to be Held for the
               Trustee.......................................................................................108
Section 3.15   Servicing Compensation........................................................................108
Section 3.16   Access to Certain Documentation...............................................................109


                                      i
<PAGE>

Section 3.17   Annual Statement as to Compliance.............................................................109
Section 3.18   Annual Independent Public Accountants' Servicing Statement; Financial Statements..............109
Section 3.19   [Reserved]....................................................................................110
Section 3.20   Prepayment Charges............................................................................110
Section 3.21   Swap Contract.................................................................................111

ARTICLE IV. DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER                                                112

Section 4.01   Advances; Remittance Reports..................................................................112
Section 4.02   Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls.........114
Section 4.03   [Reserved]....................................................................................114
Section 4.04   Distributions.................................................................................114
Section 4.05   Monthly Statements to Certificateholders......................................................123
Section 4.06   Class 2-A-2 Policy; Rights of the Class 2-A-2 Insurer.........................................126
Section 4.07   Carryover Reserve Fund........................................................................129
Section 4.08   Credit Comeback Excess Account................................................................130
Section 4.09   Swap Trust and Swap Account...................................................................130

ARTICLE V. THE CERTIFICATES                                                                                  132

Section 5.01   The Certificates..............................................................................132
Section 5.02   Certificate Register; Registration of Transfer and Exchange of Certificates...................133
Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates.............................................137
Section 5.04   Persons Deemed Owners.........................................................................137
Section 5.05   Access to List of Certificateholders' Names and Addresses.....................................138
Section 5.06   Book-Entry Certificates.......................................................................138
Section 5.07   Notices to Depository.........................................................................139
Section 5.08   Definitive Certificates.......................................................................139
Section 5.09   Maintenance of Office or Agency...............................................................140

ARTICLE VI. THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS                                               140

Section 6.01   Respective Liabilities of the Depositor, the Master Servicer and the Sellers..................140
Section 6.02   Merger or Consolidation of the Depositor, the Master Servicer or the Sellers..................140
Section 6.03   Limitation on Liability of the Depositor, the Sellers, the Master Servicer, the NIM
               Insurer and Others............................................................................141
Section 6.04   Limitation on Resignation of Master Servicer..................................................141
Section 6.05   Errors and Omissions Insurance; Fidelity Bonds................................................142

ARTICLE VII. DEFAULT; TERMINATION OF MASTER SERVICER                                                         142

Section 7.01   Events of Default.............................................................................142
Section 7.02   Trustee to Act; Appointment of Successor......................................................144

                                      ii
<PAGE>

Section 7.03   Notification to Certificateholders............................................................145

ARTICLE VIII. CONCERNING THE TRUSTEE                                                                         146

Section 8.01   Duties of Trustee.............................................................................146
Section 8.02   Certain Matters Affecting the Trustee.........................................................147
Section 8.03   Trustee Not Liable for Mortgage Loans.........................................................149
Section 8.04   Trustee May Own Certificates..................................................................149
Section 8.05   Master Servicer to Pay Trustee's Fees and Expenses............................................149
Section 8.06   Eligibility Requirements for Trustee..........................................................149
Section 8.07   Resignation and Removal of Trustee............................................................150
Section 8.08   Successor Trustee.............................................................................151
Section 8.09   Merger or Consolidation of Trustee............................................................151
Section 8.10   Appointment of Co-Trustee or Separate Trustee.................................................151
Section 8.11   Tax Matters...................................................................................153
Section 8.12   Access to Records of the Trustee..............................................................155
Section 8.13   Suits for Enforcement.........................................................................156

ARTICLE IX. TERMINATION                                                                                      156

Section 9.01   Termination upon Liquidation or Repurchase of all Mortgage Loans..............................156
Section 9.02   Final Distribution on the Certificates........................................................157
Section 9.03   Additional Termination Requirements...........................................................158

ARTICLE X. MISCELLANEOUS PROVISIONS                                                                          159

Section 10.01  Amendment.....................................................................................159
Section 10.02  Recordation of Agreement; Counterparts........................................................161
Section 10.03  Governing Law.................................................................................161
Section 10.04  Intention of Parties..........................................................................162
Section 10.05  Notices.......................................................................................162
Section 10.06  Severability of Provisions....................................................................164
Section 10.07  Assignment....................................................................................164
Section 10.08  Limitation on Rights of Certificateholders....................................................164
Section 10.09  Inspection and Audit Rights...................................................................165
Section 10.10  Certificates Nonassessable and Fully Paid.....................................................165
Section 10.11  Rights of NIM Insurer.........................................................................165

</TABLE>

<TABLE>
<CAPTION>

Exhibits
--------

<S>                                 <C>
EXHIBIT A                           Forms of Certificates
     EXHIBIT A-1                    Form of Class 1-A-1 Certificate
     EXHIBIT A-2                    Form of Class 2-A-1 Certificate
     EXHIBIT A-3                    Form of Class 2-A-2 Certificate
     EXHIBIT A-4                    Form of Class 3-A-1 Certificate
     EXHIBIT A-5                    Form of Class 3-A-2 Certificate
     EXHIBIT A-6                    Form of Class 3-A-3 Certificate

                                     iii
<PAGE>

     EXHIBIT A-7                    Form of Class M-1 Certificate
     EXHIBIT A-8                    Form of Class M-2 Certificate
     EXHIBIT A-9                    Form of Class M-3 Certificate
     EXHIBIT A-10                   Form of Class M-4 Certificate
     EXHIBIT A-11                   Form of Class M-5 Certificate
     EXHIBIT A-12                   Form of Class M-6 Certificate
     EXHIBIT A-13                   Form of Class M-7 Certificate
     EXHIBIT A-14                   Form of Class M-8 Certificate
     EXHIBIT A-15                   Form of Class B Certificate
EXHIBIT B                           Form of Class P Certificate
EXHIBIT C                           Form of Class C Certificate
EXHIBIT D                           Form of Class A-R Certificate
EXHIBIT E                           Form of Tax Matters Person Certificate
EXHIBIT F                           Mortgage Loan Schedule
     EXHIBIT F-1                    List of Mortgage Loans
     EXHIBIT F-2                    Mortgage Loans for which All or a Portion of a Related Mortgage File is
                                        not Delivered to the Trustee on or prior to the Closing Date
EXHIBIT G                           Forms of Certification of Trustee
     EXHIBIT G-1                    Form of Initial Certification of Trustee (Initial Mortgage Loans)
     EXHIBIT G-2                    Form of Interim Certification of Trustee
     EXHIBIT G-3                    Form of Delay Delivery Certification
     EXHIBIT G-4                    Form of Initial Certification of Trustee (Subsequent Mortgage Loans)

EXHIBIT H                           Form of Final Certification of Trustee
EXHIBIT I                           Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1                         Form of Transferor Certificate for Class A-R Certificates
EXHIBIT J-2                         Form of Transferor Certificate for Private Certificates
EXHIBIT K                           Form of Investment Letter (Non-Rule 144A)
EXHIBIT L                           Form of Rule 144A Letter
EXHIBIT M                           Form of Request for Document Release
EXHIBIT N                           Form of Request for File Release
EXHIBIT O                           Copy of Depository Agreement
EXHIBIT P                           Form of Subsequent Transfer Agreement
EXHIBIT Q                           [Reserved]
EXHIBIT R                           Form of Class 2-A-2 Policy
EXHIBIT S-1                         [Reserved]
EXHIBIT S-2                         [Reserved]
EXHIBIT T                           Officer's Certificate with respect to Prepayments
EXHIBIT U                           Form of Swap Contract
EXHIBIT V-1                         Form of Swap Contract Assignment Agreement
EXHIBIT V-2                         Form of Swap Contract Administration Agreement
EXHIBIT V-3                         Form of Swap Guarantee
SCHEDULE I                          Prepayment Charge Schedule and Prepayment Charge Summary
SCHEDULE II                         Collateral Schedule

</TABLE>

                                      iv
<PAGE>

                  POOLING AND SERVICING AGREEMENT, dated as of December 1,
2005, by and among CWABS, INC., a Delaware corporation, as depositor (the
"Depositor"), COUNTRYWIDE HOME LOANS, INC., a New York corporation, as seller
("CHL" or a "Seller"), PARK MONACO INC., a Delaware corporation, as a seller
("Park Monaco" or a "Seller"), PARK SIENNA LLC, a Delaware limited liability
company, as a seller ("Park Sienna" or a "Seller", and together with CHL and
Park Monaco, the "Sellers"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas
limited partnership, as master servicer (the "Master Servicer"), THE BANK OF
NEW YORK, a New York banking corporation, as trustee (the "Trustee").

                             PRELIMINARY STATEMENT

                  The Depositor is the owner of the Trust Fund that is hereby
conveyed to the Trustee in return for the Certificates. The Trust Fund
(excluding the Credit Comeback Excess Account, the Carryover Reserve Fund and
the assets held in the Pre-Funding Account) for federal income tax purposes
will consist of four REMICs ("REMIC 1," "REMIC 2," "REMIC 3" and the "Master
REMIC"). Each Certificate, other than the Class A-R Certificate, will
represent ownership of one or more regular interests in the Master REMIC for
purposes of the REMIC Provisions. The Class A-R Certificate represents
ownership of the sole class of residual interest in REMIC 1, REMIC 2, REMIC 3
and the Master REMIC. The Master REMIC will hold as assets the several classes
of uncertificated REMIC 3 Interests (other than the R-3-R Interest). Each
REMIC 3 Interest (other than the R-3-R Interest) is hereby designated as a
regular interest in REMIC 3. REMIC 3 will hold as assets the several classes
of REMIC 2 Interests (other than the R-2-R Interest). Each REMIC 2 Interest
(other than the R-2-R Interest) is hereby designated as a regular interest in
REMIC 2. REMIC 2 will hold as assets the several classes of REMIC 1 Interests
(other than the R-1-R Interest). Each REMIC 1 Interest (other than the R-1-R
Interest) is hereby designated as a regular interest in REMIC 1. REMIC 1 will
hold as assets all property of the Trust Fund (excluding the Credit Comeback
Excess Account, the Carryover Reserve Fund and the assets held in the
Pre-Funding Account). The latest possible maturity date of all REMIC regular
interests created in this Agreement shall be the Latest Possible Maturity
Date.

                  None of the REMICs described herein shall hold any interest
in the Swap Trust, Swap Contract or Swap Account.

         REMIC 1:

                  The REMIC 1 Interests will have the principal balances,
pass-through rates and Corresponding Loan Groups as set forth below.

<TABLE>
<CAPTION>

                                                          Initial                                 Corresponding Loan
REMIC 1 Interests                                         Balance           Pass-Through Rate          Group(s)
------------------------------------------------  ---------------------  ----------------------  ----------------------
<S>                                                         <C>                    <C>                   <C>
R-1-1-I.....................................                (1)                    (5)                    1
R-1-1-S.....................................                (2)                    (6)                    1
R-1-2-I.....................................                (1)                    (5)                    2
R-1-2-S.....................................                (2)                    (6)                    2
R-1-3-I.....................................                (1)                    (5)                    3
R-1-3-S.....................................                (2)                    (6)                    3


<PAGE>

R-1-X.......................................                (3)                    (7)                1, 2 and 3
R-1-P                                                     $100.00                  (8)                   N/A
R-1-R.......................................                (4)                    (4)                   N/A
</TABLE>

---------------

(1)      The principal balance of each REMIC 1 Interest having an "I"
         designation is the principal balance of all the Initial Mortgage
         Loans in the Corresponding Loan Group.

(2)      The principal balance of each REMIC 1 Interest having an "S"
         designation is the principal balance of all the Subsequent Mortgage
         Loans in the Corresponding Loan Group.

(3)      This REMIC 1 Interest pays no principal.

(4)      The R-1-R Interest is the sole class of residual interest in REMIC 1.
         It has no principal balance and pays no principal or interest.

(5)      The interest rate for this REMIC 1 Interest with respect to any
         Distribution Date (and the related Accrual Period) through the
         Distribution Date in February 2006 is a per annum rate equal to the
         weighted average of the Adjusted Net Mortgage Rates of the Initial
         Mortgage Loans in the Corresponding Loan Group. For any Distribution
         Date (and the related Accrual Period) following the Distribution Date
         in February 2006, the interest rate for this REMIC 1 Interest is a
         per annum rate equal to the weighted average of the Adjusted Net
         Mortgage Rates of all the Mortgage Loans in the Corresponding Loan
         Group.

(6)      The interest rate for this REMIC 1 Interest with respect to any
         Distribution Date (and the related Accrual Period) through the
         Distribution Date in February 2006 is a per annum rate equal to
         0.00%. For any Distribution Date (and the related Accrual Period)
         following the Distribution Date in February 2006, the interest rate
         for this REMIC 1 Interest is a per annum rate equal to the weighted
         average of the Adjusted Net Mortgage Rates of all the Mortgage Loans
         in the Corresponding Loan Group.

(7)      For any Distribution Date (and the related Accrual Period) through
         the Distribution Date in February 2006, this REMIC 1 Interest is
         entitled to all the interest payable with respect to the Subsequent
         Mortgage Loans in the Corresponding Loan Group (or Groups). For any
         Distribution Date (and the related Accrual Period) following the
         Distribution Date in February 2006, the interest rate for this REMIC
         1 Interest is a per annum rate equal to 0.00%.

(8)      The R-1-P Interest is entitled to all Prepayment Charges collected
         with respect to the Mortgage Loans. It pays no interest.

         On each Distribution Date, the Interest Funds and the Principal
Distribution Amount of the Corresponding Loan Groups shall be distributed with
respect to the REMIC 1 Interests in the following manner:


                                      2
<PAGE>

         (1) Interest. Interest is to be distributed with respect to each
REMIC 1 Interest at the rate, or according to the formulas, described above.

         (2) Principal. For any Distribution Date (and the related Accrual
Period) through the Distribution Date in February 2006, the Principal
Distribution Amount with respect to the Initial Mortgage Loans in a Loan Group
shall be allocated to its corresponding "I" REMIC 1 Interests, and the
Principal Distribution Amount with respect to the Subsequent Mortgage Loans in
a Loan Group shall be allocated to its corresponding "S" REMIC 1 Interests.
For any Distribution Date (and the related Accrual Period) after the
Distribution Date in February 2006, the Principal Distribution Amount with
respect to all Mortgage Loans in a Loan Group shall be allocated in proportion
to its corresponding REMIC 1 Interests.

<TABLE>
<CAPTION>

         REMIC 2:

                  The REMIC 2 Interests will have the principal balances,
pass-through rates and Corresponding Loan Groups as set forth below.

                                                                                                  Corresponding Loan
REMIC 2 Interests                                     Initial Balance       Pass-Through Rate           Group
---------------------------------------------------  --------------------  ---------------------  -------------------
<S>                                                         <C>                    <C>                   <C>
R-2-A-1 (0.9% of SCB Group 1)...............                (1)                    (2)                    1
R-2-B-1 (0.1% of SCB Group 1)...............                (1)                    (2)                    1
R-2-C-1 (Excess of Group 1).................                (1)                    (2)                    1
R-2-A-2 (0.9% of SCB Group 2)...............                (1)                    (3)                    2
R-2-B-2 (0.1% of SCB Group 2)...............                (1)                    (3)                    2
R-2-C-2 (Excess of Group 2).................                (1)                    (3)                    2
R-2-A-3 (0.9% of SCB Group 3)...............                (1)                    (4)                    3
R-2-B-3 (0.1% of SCB Group 3)...............                (1)                    (4)                    3
R-2-C-3 (Excess of Group 3).................                (1)                    (4)                    3
R-2-P.......................................               $100                    (5)                   N/A
R-2-R.......................................                (5)                    (6)                   N/A
R-2-X.......................................                (7)                    (8)                   N/A
---------------
</TABLE>

(1)      Each REMIC 2 Interest having an "R-2-A-" designation (each, an "R-2-A
         Interest") will have a principal balance initially equal to 0.9% of
         the Subordinate Component Balance ("SCB") of its Corresponding Loan
         Group. Each REMIC 2 Interest having an "R-2-B-" designation (each, an
         "R-2-B Interest") will have a principal balance initially equal to
         0.1% of the SCB of its Corresponding Loan Group. Each REMIC 2
         Interest having an "R-2-C-" designation (each, an "R-2-C Interest")
         will have a principal balance initially equal to the excess of its
         Corresponding Loan Group over the initial aggregate principal
         balances of the R-2-A and R-2-B Interests corresponding to such Loan
         Group.

(2)      A rate equal to the weighted average of the pass-through rates of the
         R-1-1-I and R-1-1-S Interests (the "Loan Group 1 Net Rate Cap").



                                      3
<PAGE>

(3)      A rate equal to the weighted average of the pass-through rates of the
         R-1-2-I and R-1-2-S Interests (the "Loan Group 2 Net Rate Cap").

(4)      A rate equal to the weighted average of the pass-through rates of the
         R-1-3-I and R-1-3-S Interests (the "Loan Group 3 Net Rate Cap").

(5)      The R-2-P  Interest is entitled to all amounts payable with respect
         to the R-1-P Interest.  It pays no interest.

(6)      The R-2-R Interest is the sole class of residual interest in REMIC 2.
         It has no principal balance and pays no principal or interest.

(7)      This REMIC 2 Interest pays no principal.

(8)      This REMIC 2 Interest is entitled to all amounts payable with respect
         to the R-1-X Interest.

                  On each Distribution Date, the Interest Funds and the
Principal Distribution Amounts payable with respect to the REMIC 1 Interests
shall be payable with respect to the REMIC 2 Interests in the following
manner:

         (1) Interest. Interest is to be distributed with respect to each
REMIC 2 Interest at the rate, or according to the formulas, described above.

         (2) Principal if no Cross-Over Situation Exists. If no Cross-Over
Situation exists with respect to any REMIC 2 Interest, then the Principal
Distribution Amounts payable with respect to each Loan Group will be payable:
first to cause the Loan Group's corresponding R-2-A and R-2-B Interests to
equal, respectively, 0.9% of the SCB and .1% of the SCB of the Corresponding
Loan Group, and then to the corresponding R-2-C Interest.

         (3) Principal if a Cross-Over Situation Exists. If a Cross-Over
Situation exists with respect to the R-2-A and R-2-B Interests then:

         (a) if the Calculation Rate in respect of the outstanding R-2-A and
R-2-B Interests is less than the Subordinate Tax Net Rate Cap, Principal
Relocation Payments will be made proportionately to the outstanding R-2-A
Interests prior to any other principal distributions from each such Loan
Group; and

         (b) if the Calculation Rate in respect of the outstanding R-2-A and
R-2-B Interests is greater than the Subordinate Tax Net Rate Cap, Principal
Relocation Payments will be made proportionately to the outstanding R-2-B
Interests prior to any other principal distributions from each such Loan
Group.

         In each case, Principal Relocation Payments will be made so as to
cause the Calculation Rate in respect of the outstanding R-2-A and R-2-B
Interests to equal the Subordinate Tax Net Rate Cap. With respect to each Loan
Group, if (and to the extent that) the sum of (a) the principal payments
comprising the Principal Distribution Amount payable for the related
Distribution Date and (b) the Realized Losses, are insufficient to make the
necessary reductions



                                      4
<PAGE>

of principal on the R-2-A and R-2-B Interests, then interest will be added to
the Loan Group's R-2-C Interest.

         (c) Unless required to achieve the Calculation Rate, the outstanding
aggregate outstanding aggregate SW-A and SW-B Interests for all Loan Groups
will not be reduced below 1 percent of the excess of (i) the aggregate
outstanding principal balances of all Loan Groups as of the end of any Due
Period (reduced by Principal Prepayments received after the Due Period that
are to be distributed on the Distribution Date related to the Due Period) over
(ii) the Senior Certificates related to all Loan Groups as of the related
Distribution Date (after taking into account distributions of principal on
such Distribution Date).

         If (and to the extent that) the limitation in paragraph (c) prevents
the distribution of principal to the R-2-A and R-2-B Interests of a Loan
Group, and if the Loan Group's corresponding R-2-C Interest has already been
reduced to zero, then the excess principal from that Loan Group will be paid
to the R-2-C Interests of the other Loan Groups, the aggregate R-2-A and R-2-B
Interests of which are less than one percent of the Subordinate Component
Balance. If the Loan Group of a corresponding R-2-C Interest that receives
such payment has a Group Net Rate Cap below the Group Net Rate Cap of the Loan
Group making the payment, then the payment will be treated by REMIC 2 as a
Realized Loss. Conversely, if the Loan Group of the R-2-C Interest that
receives such payment has a Group Net Rate Cap above the Group Net Rate Cap of
the Loan Group making the payment, then the payment will be treated by REMIC 2
as a reimbursement for prior Realized Losses.

<TABLE>
<CAPTION>

         REMIC 3:

                  The REMIC 3 Regular Interests will have the principal
balances, pass-through rates and Corresponding Classes of Certificates as set
forth in the following table:

------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                    Pass-Through            Corresponding Class of
      REMIC 3 Interests          Initial Principal Balance               Rate                    Certificates
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                                         <C>                          <C>                          <C>
R-3-1-A.......................              (1)                          (3)                          1-A
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-2-A-1.....................              (1)                          (3)                         2-A-1
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-2-A-2.....................              (1)                          (3)                         2-A-2
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-3-A-1.....................              (1)                          (3)                         3-A-1
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-3-A-2.....................              (1)                          (3)                         3-A-2
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-3-A-3.....................              (1)                          (3)                         3-A-3
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-1.......................              (1)                          (3)                          M-1
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-2.......................              (1)                          (3)                          M-2
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-3.......................              (1)                          (3)                          M-3
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-4.......................              (1)                          (3)                          M-4
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-5.......................              (1)                          (3)                          M-5
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-6.......................              (1)                          (3)                          M-6
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-7.......................              (1)                          (3)                          M-7
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-M-8.......................              (1)                          (3)                          M-8
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-B.........................              (1)                          (3)                           B
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-$100......................                   $100                    (4)                          A-R
------------------------------- ---------------------------- ---------------------------- ----------------------------

</TABLE>



                                      5
<PAGE>

<TABLE>
<CAPTION>

------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                    Pass-Through            Corresponding Class of
      REMIC 3 Interests          Initial Principal Balance               Rate                    Certificates
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                                         <C>                          <C>                          <C>
R-3-C.........................              (2)                          (3)                          N/A
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-P.........................                   $100                    (5)                           P
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-R.........................              (6)                          (6)                          N/A
------------------------------- ---------------------------- ---------------------------- ----------------------------
R-3-X.........................              (7)                          (8)                          N/A
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

(1) This REMIC 3 Interest has a principal balance that is initially equal to
100% of its Corresponding Certificate Class issued by the Master REMIC.
Principal payments, both scheduled and prepaid, Realized Losses and Subsequent
Recoveries attributable to the REMIC 2 Interests held by REMIC 3 will be
allocated to this class to maintain its size relative to its Corresponding
Certificate Class.

(2) This REMIC 3 Interest has a principal balance that is initially equal to
100% of the Overcollateralization Amount. Principal payments, both scheduled
and prepaid, Realized Losses and Subsequent Recoveries attributable to the
REMIC 2 Interests held by REMIC 3 will be allocated to this class to maintain
its size relative to the Overcollateralization Amount.

(3) The pass-through rate with respect to any Distribution Date (and the
related Accrual Period) for this REMIC 3 Interest is a per annum rate equal to
the weighted average of the Loan Group 1 Net Rate Cap, the Loan Group 2 Net
Rate Cap and the Loan Group 3 Net Rate Cap (the "Pool Net Rate Cap").

(4) This REMIC 3 Interest pays no interest.

(5) The R-3-P Interest is entitled to all amounts payable with respect to the
R-2-P Interest. It pays no interest.

(6) The R-3-R Interest is the sole class of residual interest in REMIC 3. It
has no principal balance and pays no principal or interest.

(7) This REMIC 3 Interest pays no principal.

(8) This REMIC 3 Interest is entitled to all amounts payable with respect to
the R-2-X Interest.

         On each Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to the REMIC 2 Interests shall be
payable with respect to the REMIC 3 Interests in the following manner:

         (1) Interest. Interest is to be distributed with respect to each
REMIC 3 Interest at the rate, or according to the formulas, described above.

         (2) Principal. Principal Distribution Amounts shall be allocated
among the REMIC 3 Interests as described above.



                                      6
<PAGE>

<TABLE>
<CAPTION>

                  The following table specifies the class designation,
interest rate, and principal amount for each class of Master REMIC Interest:

                                                                Original Certificate
Class                                                              Principal Balance      Pass-Through Rate
-----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                      <C>
Class 1-A.......................................                        $429,264,000             (1)
Class 2-A-1.....................................                        $386,093,000             (1)
Class 2-A-2.....................................                         $43,171,000             (1)
Class 3-A-1.....................................                        $377,744,000             (1)
Class 3-A-2.....................................                        $321,249,000             (1)
Class 3-A-2.....................................                        $105,679,000             (1)
Class M-1.......................................                         $75,600,000             (1)
Class M-2.......................................                         $67,200,000             (1)
Class M-3.......................................                         $43,050,000             (1)
Class M-4.......................................                         $37,800,000             (1)
Class M-5.......................................                         $35,700,000             (1)
Class M-6.......................................                         $32,550,000             (1)
Class M-7.......................................                         $27,300,000             (1)
Class M-8.......................................                         $26,250,000             (1)
Class B.........................................                         $24,150,000             (1)
Class C.........................................                          (2)                    (3)
Class P.........................................                        $100                     (4)
Class A-R.......................................                        $100                     (5)
</TABLE>

(1)      The Certificates will accrue interest at the related Pass-Through
         Rates identified in this Agreement. For federal income tax purposes,
         including the computation of the Class C Distributable Amount, the
         pass-through rate in respect of (i) the Class 1-A-1 Certificates will
         be subject to a cap equal to the Loan Group 1 Tax Net Rate Cap, (ii)
         the Class 2-A-1 Certificates will be subject to a cap equal to the
         Loan Group 2 Tax Net Rate Cap, (iii) the Class 2-A-2 Certificates
         will be subject to a cap equal to the Loan Group 2 Tax Net Rate Cap
         minus the Class 2-A-2 Policy Premium Rate, (iv) the Class 3-A
         Certificates will be subject to a cap equal to the Loan Group 3 Tax
         Net Rate Cap and (iv) the Subordinate Certificates will be subject to
         a cap equal to the Subordinate Tax Net Rate Cap.
(2)      For federal income tax purposes, the Class C Certificates will be
         treated as having a Certificate Principal Balance equal to the
         Overcollateralized Amount.
(3)      For each Interest Accrual Period the Class C Certificates are
         entitled to an amount (the "Class C Distributable Amount") equal to
         the sum of (a) the interest payable on the R-3-X Interest, (b) the
         interest payable on the R-3-C Interest and (c) a specified portion of
         the interest payable on the REMIC 3 Regular Interests (other than the
         R-3-$100, R-3-C, R-3-P and R-3-X Interests) equal to the excess of
         the Pool Net Rate Cap over the weighted average interest rate of the
         REMIC 3 Regular Interests (other than the R-3-$100, R-3-C, R-3-P and
         R-3-X Interests) with each such Class subject to a cap and a floor
         equal to the Pass-Through Rate of the Corresponding Master REMIC
         Class. The Pass-Through Rate of the Class C Certificates shall be a
         rate sufficient to entitle it to an amount equal to all interest
         accrued on the REMIC 1 Group 1, Group 2 and Group 3 "I" and "S"
         Interests less the interest accrued on the other interests issued by
         the Master REMIC. The Class C Distributable Amount for any
         Distribution Date is payable from current interest on the Mortgage
         Loans and any related OC Release Amount for that Distribution Date.
 (4)     For each Distribution Date the Class P Certificates are entitled to
         all Prepayment Charges distributed with respect to the R-3-P
         Interest.
 (5)     The Class A-R Certificates represent the sole class of residual
         interest in each REMIC created hereunder. The Class A-R Certificates
         are not entitled to distributions of interest.


                                      7
<PAGE>

                  The foregoing REMIC structure is intended to cause all of
the cash from the Mortgage Loans to flow through to the Master REMIC as cash
flow on REMIC regular interests, without creating any shortfall--actual or
potential (other than for credit losses)-- to any REMIC regular interest. It
is not intended that the Class A-R Certificates be entitled to any cash flows
pursuant to this Agreement except as provided in Section 3.08(a) hereunder
(that is, its entitlement to $100).



                                      8
<PAGE>

                                  ARTICLE I.
                                  DEFINITIONS

                  Section 1.01 Defined Terms.

                  Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:

                  Accrual Period: With respect to any Distribution Date and
each Class of Interest-Bearing Certificates, the period commencing on the
immediately preceding Distribution Date (or, in the case of the first
Distribution Date, the Closing Date) and ending on the day immediately
preceding such Distribution Date. With respect to any Distribution Date and
the Class C Certificates, the calendar month preceding the month in which such
Distribution Date occurs. All calculations of interest on the Interest-Bearing
Certificates will be made on the basis of the actual number of days elapsed in
the related Accrual Period and on a 360-day year. All calculations of interest
on the Class C Certificates will be made on the basis of a 360-day year
consisting of twelve 30-day months.

                  Adjustable Rate Mortgage Loans: The Mortgage Loans
identified in the Mortgage Loan Schedule as having a Mortgage Rate which is
adjustable in accordance with the terms of the related Mortgage Note.

                  Adjusted Net Mortgage Rate: As to each Mortgage Loan, the
Mortgage Rate less the related Expense Fee Rate.

                  Adjustment Date: As to each Adjustable Rate Mortgage Loan,
each date on which the related Mortgage Rate is subject to adjustment, as
provided in the related Mortgage Note.

                  Advance: The aggregate of the advances required to be made
by the Master Servicer with respect to any Distribution Date pursuant to
Section 4.01, the amount of any such advances being equal to the aggregate of
payments of principal of, and interest on the Stated Principal Balance of, the
Mortgage Loans (net of the Servicing Fees) that were due on the related Due
Date and not received by the Master Servicer as of the close of business on
the related Determination Date including an amount equivalent to interest on
the Stated Principal Balance of each Mortgage Loan as to which the related
Mortgaged Property is an REO Property or as to which the related Mortgaged
Property has been liquidated but such Mortgage Loan has not yet become a
Liquidated Mortgage Loan; provided, however, that the net monthly rental
income (if any) from such REO Property deposited in the Certificate Account
for such Distribution Date pursuant to Section 3.12 may be used to offset such
Advance for the related REO Property; provided, further, that for the
avoidance of doubt, no Advances shall be required to be made in respect of any
Liquidated Mortgage Loan.

                  Agreement: This Pooling and Servicing Agreement and any and
all amendments or supplements hereto made in accordance with the terms herein.

                  Amount Held for Future Distribution: As to any Distribution
Date, the aggregate amount held in the Certificate Account at the close of
business on the immediately preceding



                                      9
<PAGE>

Determination Date on account of (i) all Scheduled Payments or portions
thereof received in respect of the Mortgage Loans due after the related Due
Date, (ii) Principal Prepayments received in respect of such Mortgage Loans
after the last day of the related Prepayment Period and (iii) Liquidation
Proceeds and Subsequent Recoveries received in respect of such Mortgage Loans
after the last day of the related Due Period.

                  Applied Realized Loss Amount: With respect to any
Distribution Date and any Loan Group or Loan Groups, the amount, if any, by
which, the aggregate Certificate Principal Balance of the Class(es) of
Certificates listed opposite such Loan Group(s) in the following table (after
all distributions of principal on such Distribution Date) exceeds the sum of
(x) the Stated Principal Balance of the Mortgage Loans in such Loan Group(s)
for such Distribution Date and (y) the amount on deposit in the Pre-Funding
Account in respect of such Loan Group(s).

                     Loan Group(s)                   Class(es) of Certificates
                   ---------------------- -------------------------------------

                      1, 2 and 3                          Interest-Bearing
                           1                                   1-A-1
                           2                                    2-A
                           3                                    3-A


                  Appraised Value: The appraised value of the Mortgaged
Property based upon the appraisal made for the originator of the related
Mortgage Loan by an independent fee appraiser at the time of the origination
of the related Mortgage Loan, or the sales price of the Mortgaged Property at
the time of such origination, whichever is less, or with respect to any
Mortgage Loan originated in connection with a refinancing, the appraised value
of the Mortgaged Property based upon the appraisal made at the time of such
refinancing.

                  Bankruptcy Code:  Title 11 of the United States Code.

                  Book-Entry Certificates: Any of the Certificates that shall
be registered in the name of the Depository or its nominee, the ownership of
which is reflected on the books of the Depository or on the books of a person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.06). As of the Closing
Date, each Class of Interest-Bearing Certificates constitutes a Class of
Book-Entry Certificates.

                  Business Day: Any day other than (i) a Saturday or a Sunday
or (ii) a day on which the Class 2-A-2 Insurer or banking institutions in the
State of New York or California or the city in which the Corporate Trust
Office of the Trustee is located are authorized or obligated by law or
executive order to be closed.

                  Calculation Rate: For each Distribution Date, the product of
(i) 10 and (ii) the weighted average rate of the outstanding R-2-A and R-2-B
Interests, treating each R-2-A Interest as having an interest rate of 0.00%
per annum.


                                      10
<PAGE>

                  Carryover Reserve Fund: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section 4.07 in
the name of the Trustee for the benefit of the Certificateholders and
designated "The Bank of New York in trust for registered Holders of CWABS,
Inc., Asset-Backed Certificates, Series 2005-14". Funds in the Carryover
Reserve Fund shall be held in trust for the Certificateholders for the uses
and purposes set forth in this Agreement.

                  Certificate: Any one of the certificates of any Class
executed and authenticated by the Trustee in substantially the forms attached
hereto as Exhibits A-1 through A-15, Exhibit B, Exhibit C, Exhibit D and
Exhibit E.

                  Certificate Account: The separate Eligible Account created
and initially maintained by the Master Servicer pursuant to Section 3.05(b)
with a depository institution in the name of the Master Servicer for the
benefit of the Trustee on behalf of the Certificateholders and the Class 2-A-2
Insurer and designated "Countrywide Home Loans Servicing LP in trust for
registered Holders of CWABS, Inc., Asset-Backed Certificates, Series 2005-14".
Funds in the Certificate Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.

                  Certificate Owner: With respect to a Book-Entry Certificate,
the person that is the beneficial owner of such Book-Entry Certificate.

                  Certificate Principal Balance: As to any Certificate (other
than the Class C Certificates) and as of any Distribution Date, the Initial
Certificate Principal Balance of such Certificate (A) less the sum of (i) all
amounts distributed with respect to such Certificate in reduction of the
Certificate Principal Balance thereof on previous Distribution Dates pursuant
to Section 4.04(b) and (ii) any Applied Realized Loss Amounts allocated to
such Certificate on previous Distribution Dates pursuant to Section 4.04(g);
provided, however, that any payment of principal under the Class 2-A-2 Policy
following an Applied Realized Loss Amount in respect of the Class 2-A-2
Certificates will not result in a further reduction of the Certificate
Principal Balance of the Class 2-A-2 Certificates, and (B) increased by any
Subsequent Recoveries allocated to such Certificate pursuant to Section
4.04(h) on such Distribution Date. References herein to the Certificate
Principal Balance of a Class of Certificates shall mean the Certificate
Principal Balances of all Certificates in such Class. The Class C Certificates
do not have a Certificate Principal Balance. With respect to any Certificate
(other than the Class C Certificates) of a Class and any Distribution Date,
the portion of the Certificate Principal Balance of such Class represented by
such Certificate equal to the product of the Percentage Interest evidenced by
such Certificate and the Certificate Principal Balance of such Class.
Exclusively for the purpose of determining any subrogation rights of the Class
2-A-2 Insurer arising under Section 4.06, the "Certificate Principal Balance"
of the Class 2-A-2 Certificates shall not be reduced by the amount of any
payments made by the Class 2-A-2 Insurer in respect of principal on such
Certificates under the Class 2-A-2 Policy, except to the extent such payment
shall have been reimbursed to the Class 2-A-2 Insurer pursuant to the
provisions of this Agreement.

                  Certificate Register: The register maintained pursuant to
Section 5.02 hereof.


                                      11
<PAGE>

                  Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register (initially, Cede & Co.,
as nominee for the Depository, in the case of any Class of Book-Entry
Certificates), except that solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the
Depositor or any affiliate of the Depositor shall be deemed not to be
Outstanding and the Voting Interest evidenced thereby shall not be taken into
account in determining whether the requisite amount of Voting Interests
necessary to effect such consent has been obtained; provided that if any such
Person (including the Depositor) owns 100% of the Voting Interests evidenced
by a Class of Certificates, such Certificates shall be deemed to be
Outstanding for purposes of any provision hereof (other than the second
sentence of Section 10.01 hereof) that requires the consent of the Holders of
Certificates of a particular Class as a condition to the taking of any action
hereunder. The Trustee is entitled to rely conclusively on a certification of
the Depositor or any affiliate of the Depositor in determining which
Certificates are registered in the name of an affiliate of the Depositor.

                  CHL: Countrywide Home Loans, Inc., a New York corporation,
and its successors and assigns.

                  CHL Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which CHL is the applicable Seller.

                  Class: All Certificates bearing the same Class designation
as set forth in Section 5.01 hereof.

                  Class 1-A-1 Certificate: Any Certificate designated as a
"Class 1-A-1 Certificate" on the face thereof, in the form of Exhibit A-1
hereto, representing the right to distributions as set forth herein.

                  Class 1-A-1 Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 1 as of the first day of the related Due Period (after giving effect to
Principal Prepayments received during the Prepayment Period that ends during
such Due Period), adjusted to an effective rate reflecting the calculation of
interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year, minus the Swap Adjustment Rate for such
Distribution Date.

                  Class 1-A-1 Principal Distribution Amount: With respect to
any Distribution Date, the product of (x) the Class A Principal Distribution
Target Amount and (y) a fraction, the numerator of which is the Class 1-A-1
Principal Distribution Target Amount and the denominator of which is the sum
of the Class 1-A-1 Principal Distribution Target Amount, the Class 2-A
Principal Distribution Target Amount and the Class 3-A Principal Distribution
Target Amount.

                  Class 1-A-1 Principal Distribution Target Amount: With
respect to any Distribution Date, the excess of (1) the Certificate Principal
Balance of the Class 1-A-1 Certificates immediately prior to such Distribution
Date, over (2) the lesser of (x) 58.40% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 1 for such Distribution Date and
(y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
1 for


                                      12
<PAGE>

such Distribution Date minus 0.50% of the sum of the aggregate Cut-off
Date Principal Balance of the Initial Mortgage Loans in Loan Group 1 and the
original Group 1 Pre-Funded Amount.

                  Class 1-A-1 Tax Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 1 as of the first day of the related Due Period (after giving effect to
Principal Prepayments received during the Prepayment Period that ends during
such Due Period), adjusted to an effective rate reflecting the calculation of
interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year.

                  Class 2-A Certificate: Any Class 2-A-1 or Class 2-A-2
Certificate.

                  Class 2-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class A Principal Distribution
Target Amount and (y) a fraction, the numerator of which is the Class 2-A
Principal Distribution Target Amount and the denominator of which is the sum
of the Class 1-A-1 Principal Distribution Target Amount, the Class 2-A
Principal Distribution Target Amount and the Class 3-A Principal Distribution
Target Amount.

                  Class 2-A Principal Distribution Target Amount: With respect
to any Distribution Date, the excess of (1) the aggregate Certificate
Principal Balance of the Class 2-A Certificates immediately prior to such
Distribution Date, over (2) the lesser of (x) 58.40% of the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 2 for such Distribution
Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group 2 for such Distribution Date minus 0.50% of the sum of the
aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans in Loan
Group 2 and the original Group 2 Pre-Funded Amount.

                  Class 2-A-1 Certificate: Any Certificate designated as a
"Class 2-A-1 Certificate" on the face thereof, in the form of Exhibit A-2
hereto, representing the right to distributions as set forth herein.

                  Class 2-A-1 Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 2 as of the first day of the related Due Period (after giving effect to
Principal Prepayments received during the Prepayment Period that ends during
such Due Period), adjusted to an effective rate reflecting the calculation of
interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year, minus the Swap Adjustment Rate for such
Distribution Date.

                  Class 2-A-1 Tax Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 2 as of the first day of the related Due Period (after giving effect to
Principal Prepayments received during the Prepayment Period that ends during
such Due Period), adjusted to an effective rate reflecting the calculation of
interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year.

                  Class 2-A-2 Certificate: Any Certificate designated as a
"Class 2-A-2 Certificate" on the face thereof, in the form of Exhibit A-3
hereto, representing the right to distributions as set forth herein.



                                      13
<PAGE>


                  Class 2-A-2 Insurer: MBIA Insurance Corporation, a
subsidiary of MBIA Inc., organized and created under the laws of the State of
New York, or any successor thereto.

                  Class 2-A-2 Insurer Contact Person: The officer designated
by the Master Servicer to provide information to the Class 2-A-2 Insurer
pursuant to Section 4.06(i).

                  Class 2-A-2 Insurer Default: Any one of the following
events: (i) the Class 2-A-2 Insurer shall have failed to make a required
payment under the Class 2-A-2 Policy, (ii) a proceeding in bankruptcy shall
have been instituted by the Class 2-A-2 Insurer, or (iii) a decree or order
for relief shall have been issued in respect of a proceeding in bankruptcy
against the Class 2-A-2 Insurer and shall remain unstayed for a period of 60
consecutive days.

                  Class 2-A-2 Late Payment Rate: The rate of interest publicly
announced by Citibank, N.A. at its principal office in New York, New York, as
its prime rate (any change in such prime rate of interest to be effective on
the date such change is announced by Citibank, N.A.) plus 3%. The Class 2-A-2
Late Payment Rate shall be computed on the basis of a year of 365 days
calculating the actual number of days elapsed. In no event shall the Class
2-A-2 Late Payment Rate exceed the maximum rate permissible under law
applicable to this Agreement limiting interest rates.

                  Class 2-A-2 Net Rate Cap: For any Distribution Date, the
Class 2-A-1 Net Rate Cap for that Distribution Date minus the Class 2-A-2
Policy Premium Rate.

                  Class 2-A-2 Policy: The irrevocable Certificate Guaranty
Insurance Policy, No. 47426, including any endorsements thereto, issued by the
Class 2-A-2 Insurer with respect to the Class 2-A-2 Certificates, in the form
attached hereto as Exhibit R.

                  Class 2-A-2 Policy Payments Account: The separate Eligible
Account created and maintained by the Trustee pursuant to Section 4.06(c) in
the name of the Trustee for the benefit of the Class 2-A-2 Certificateholders
and designated "The Bank of New York in trust for registered holders of CWABS,
Inc., Asset-Backed Certificates, Series 2005-14, Class 2-A-2". Funds in the
Class 2-A-2 Policy Payments Account shall be held in trust for the Class 2-A-2
Certificateholders for the uses and purposes set forth in this Agreement.

                  Class 2-A-2 Policy Premium Rate: The "premium percentage"
set forth in the Commitment Letter, dated as of December 20, 2005, between the
Class 2-A-2 Insurer and Countrywide Securities Corporation relating to the
Class 2-A-2 Policy.

                  Class 2-A-2 Premium: With respect to the Class 2-A-2 Policy
and any Distribution Date, an amount equal to the product of (i) one-twelfth
(1/12) of the Class 2-A-2 Policy Premium Rate and (ii) the Class 2-A-2
Certificate Principal Balance immediately prior to such Distribution Date.

                  Class 2-A-2 Reimbursement Amount: With respect to any
Distribution Date, (i) all Insured Payments paid by the Class 2-A-2 Insurer,
for which the Class 2-A-2 Insurer has not been reimbursed prior to such
Distribution Date pursuant to Section 4.04 hereof, plus (ii) interest accrued
on such Insured Payments not previously repaid, calculated at the Class 2-A-2
Late Payment Rate from the date such Insured Payments were made.



                                      14
<PAGE>

                  Class 2-A-2 Tax Net Rate Cap: For any Distribution Date, the
Class 2-A-1 Tax Net Rate Cap for that Distribution Date minus the Class 2-A-2
Policy Premium Rate.

                  Class 3-A-1 Certificate: Any Certificate designated as a
"Class 3-A-1 Certificate" on the face thereof, in the form of Exhibit A-4
hereto, representing the right to distributions as set forth herein.

                  Class 3-A-2 Certificate: Any Certificate designated as a
"Class 3-A-2 Certificate" on the face thereof, in the form of Exhibit A-5
hereto, representing the right to distributions as set forth herein.

                  Class 3-A-3 Certificate: Any Certificate designated as a
"Class 3-A-3 Certificate" on the face thereof, in the form of Exhibit A-6
hereto, representing the right to distributions as set forth herein.

                  Class 3-A Certificate: Any Class 3-A-1, Class 3-A-2 or Class
3-A-3 Certificate.

                  Class 3-A Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 3 as of the first day of the related Due Period (after giving effect to
Principal Prepayments received during the Prepayment Period that ends during
such Due Period), adjusted to an effective rate reflecting the calculation of
interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year, minus the Swap Adjustment Rate for such
Distribution Date.

                  Class 3-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class A Principal Distribution
Target Amount and (y) a fraction, the numerator of which is the Class 3-A
Principal Distribution Target Amount and the denominator of which is the sum
of the Class 1-A-1 Principal Distribution Target Amount, the Class 2-A
Principal Distribution Target Amount and the Class 3-A Principal Distribution
Target Amount.

                  Class 3-A Principal Distribution Target Amount: With respect
to any Distribution Date, the excess of (1) the aggregate Certificate
Principal Balance of the Class 3-A Certificates immediately prior to such
Distribution Date, over (2) the lesser of (x) 58.40% of the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 3 for such Distribution
Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group 3 for such Distribution Date minus 0.50% of the sum of the
aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans in Loan
Group 3 and the original Group 3 Pre-Funded Amount.

                  Class 3-A Tax Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 3 as of the first day of the related Due Period (after giving effect to
Principal Prepayments received during the Prepayment Period that ends during
such Due Period), adjusted to an effective rate reflecting the calculation of
interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year.

                  Class A-R Certificate: Any Certificate designated as a
"Class A-R Certificate" on the face thereof, in the form of Exhibit D hereto
or, in the case of the Tax Matters Person



                                      15
<PAGE>

Certificate, Exhibit E hereto, in either case representing the right to
distributions as set forth herein.

                  Class A Certificate: Any Class 1-A-1, Class 2-A or Class 3-A
Certificate.

                  Class A Principal Distribution Allocation Amount: With
respect to any Distribution Date, (a) in the case of the Class 1-A-1
Certificates, the Class 1-A-1 Principal Distribution Amount, (b) in the case
of the Class 2-A Certificates, the Class 2-A Principal Distribution Amount and
(c) in the case of the Class 3-A Certificates, the Class 3-A Principal
Distribution Amount.

                  Class A Principal Distribution Target Amount: With respect
to any Distribution Date, the excess of (1) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date, over (2) the lesser of (x) 58.40% of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date and (y) the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date minus the OC Floor for such Distribution Date.

                  Class B Certificate: Any Certificate designated as a "Class
B Certificate" on the face thereof, in the form of Exhibit A-15 hereto,
representing the right to distributions as set forth herein.

                  Class C Certificate: Any Certificate designated as a "Class
C Certificate" on the face thereof, in the form of Exhibit C hereto,
representing the right to distributions as set forth herein.

                  Class C Distributable Amount: As defined in the Preliminary
Statement.

                  Class M-1 Certificate: Any Certificate designated as a
"Class M-1 Certificate" on the face thereof, in the form of Exhibit A-7
hereto, representing the right to distributions as set forth herein.

                  Class M-2 Certificate: Any Certificate designated as a
"Class M-2 Certificate" on the face thereof, in the form of Exhibit A-8
hereto, representing the right to distributions as set forth herein.

                  Class M-3 Certificate: Any Certificate designated as a
"Class M-3 Certificate" on the face thereof, in the form of Exhibit A-9
hereto, representing the right to distributions as set forth herein.

                  Class M-4 Certificate: Any Certificate designated as a
"Class M-4 Certificate" on the face thereof, in the form of Exhibit A-10
hereto, representing the right to distributions as set forth herein.

                  Class M-5 Certificate: Any Certificate designated as a
"Class M-5 Certificate" on the face thereof, in the form of Exhibit A-11
hereto, representing the right to distributions as set forth herein.



                                      16
<PAGE>

                  Class M-6 Certificate: Any Certificate designated as a
"Class M-6 Certificate" on the face thereof, in the form of Exhibit A-12
hereto, representing the right to distributions as set forth herein.

                  Class M-7 Certificate: Any Certificate designated as a
"Class M-7 Certificate" on the face thereof, in the form of Exhibit A-13
hereto, representing the right to distributions as set forth herein.

                  Class M-8 Certificate: Any Certificate designated as a
"Class M-8 Certificate" on the face thereof, in the form of Exhibit A-14
hereto, representing the right to distributions as set forth herein.

                  Class P Certificate: Any Certificate designated as a "Class
P Certificate" on the face thereof, in the form of Exhibit B hereto,
representing the right to distributions as set forth herein.

                  Class P Principal Distribution Date: The first Distribution
Date that occurs after the end of the latest Prepayment Charge Period for all
Mortgage Loans that have a Prepayment Charge Period.

                  Closing Date:  December 21, 2005.

                  Code: The Internal Revenue Code of 1986, including any
successor or amendatory provisions.

                  Collateral Schedule:  Schedule II hereto.

                  Compensating Interest: With respect to the Mortgage Loans in
each Loan Group and any Distribution Date, an amount equal to the lesser of
(x) one-half of the Servicing Fee for such Mortgage Loans for the related Due
Period and (y) the aggregate Prepayment Interest Shortfalls for such Mortgage
Loans for such Distribution Date.

                  Confirmation: The confirmation, reference number 2334124,
with a trade date of December 1, 2005 evidencing a transaction between the
Swap Counterparty and CHL relating to the Swap Contract.

                  Corporate Trust Office: The designated office of the Trustee
in the State of New York where at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 101 Barclay Street,
New York, New York 10286 (Attention: Corporate Trust MBS Administration),
telephone: (212) 815-3236, facsimile: (212) 815-3986.

                  Credit Bureau Risk Score: A statistical credit score
obtained by CHL in connection with the origination of a Mortgage Loan.

                  Credit Comeback Excess Account: The separate Eligible
Account created and initially maintained by the Trustee pursuant to Section
4.08 in the name of the Trustee for the benefit of the Certificateholders and
designated "The Bank of New York in trust for registered



                                      17
<PAGE>

Holders of CWABS, Inc., Asset-Backed Certificates, Series 2005-14". Funds in
the Credit Comeback Excess Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.

                  Credit Comeback Excess Amount: With respect to the Credit
Comeback Loans in any Loan Group and any Master Servicer Advance Date, the
portion of the sum of the following (without duplication) attributable to the
excess, if any, of the actual mortgage rate on each Credit Comeback Loan in
such Loan Group and the Mortgage Rate on such Credit Comeback Loan: (i) all
scheduled interest collected during the related Due Period with respect to the
Credit Comeback Loans in such Loan Group, (ii) all interest on prepayments
received during the related Prepayment Period with respect to the Credit
Comeback Loans in such Loan Group, other than Prepayment Interest Excess,
(iii) all Advances relating to interest with respect to the Credit Comeback
Loans in such Loan Group, (iv) all Compensating Interest with respect to the
Credit Comeback Loans in such Loan Group and (v) Liquidation Proceeds with
respect to the Credit Comeback Loans in such Loan Group collected during the
related Due Period (to the extent such Liquidation Proceeds relate to
interest), less all Nonrecoverable Advances for such Loan Group relating to
interest reimbursed during the related Due Period.

                  Credit Comeback Excess Cashflow: With respect to any
Distribution Date, any amounts in the Credit Comeback Excess Account available
for such Distribution Date.

                  Credit Comeback Loan: Any Fixed Rate Mortgage Loan for which
the related Mortgage Rate is subject to reduction (not exceeding 0.375% per
annum) for good payment history of Scheduled Payments by the related
Mortgagor.

                  Cross-Over Situation: For any Distribution Date and for each
Loan Group (after taking into account principal distributions on such
Distribution Date), a situation in which the the Class A and Class B REMIC 2
Interests corresponding to any Loan Group are in the aggregate less than 1% of
the Subordinate Component Balance of the Loan Group to which they correspond.

                  Cumulative Loss Trigger Event: With respect to a
Distribution Date on or after the Stepdown Date, a Cumulative Loss Trigger
Event will be in effect if (x) the aggregate amount of Realized Losses on the
Mortgage Loans from the Cut-off Date for each such Mortgage Loan to (and
including) the last day of the related Due Period (reduced by the aggregate
amount of any Subsequent Recoveries received through the last day of that Due
Period) exceeds (y) the applicable percentage, for such Distribution Date, of
the sum of the aggregate Cut-off Date Principal Balance of the Initial
Mortgage Loans and the Pre-Funded Amount, as set forth below:



                                      18
<PAGE>

<TABLE>
<CAPTION>

                     Distribution Date                              Percentage
                     -----------------                              ----------

                     <S>                                                 <C>
                     January 2008 -- December 2008.....................  1.30% with respect to January 2008, plus
                                                                         an additional 1/12th of 1.55% for each
                                                                         month thereafter through December 2008
                     January 2009 -- December 2009.....................  2.85% with respect to January 2009, plus
                                                                         an additional 1/12th of 1.70% for each
                                                                         month thereafter through December 2009
                     January 2010 -- December 2010.....................  4.55% with respect to January 2010, plus
                                                                         an additional 1/12th of 1.35% for each
                                                                         month thereafter through December 2010
                     January 2011 -- December 2011.....................  5.90% with respect to January 2011, plus
                                                                         an additional 1/12th of 0.75% for each
                                                                         month thereafter through December 2011
                     January 2012 and thereafter......................   6.65%

</TABLE>

                  Current Interest: With respect to each Class of
Interest-Bearing Certificates and each Distribution Date, the interest accrued
at the applicable Pass-Through Rate for the applicable Accrual Period on the
Certificate Principal Balance of such Class immediately prior to such
Distribution Date, plus any amount previously distributed with respect to
interest for such Class that is recovered as a voidable preference by a
trustee in bankruptcy.

                  Cut-off Date: When used with respect to any Mortgage Loan
the "Cut-off Date" shall mean the Initial Cut-off Date or the related
Subsequent Cut-off Date, as the case may be.

                  Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance thereof as of the close of business on the Cut-off
Date after application of all payments of principal due on or prior to the
Cut-off Date, whether or not received, and all Principal Prepayments received
on or prior to the Cut-off Date, but without giving effect to any installments
of principal received in respect of Due Dates after the Cut-off Date.

                  Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding under the
Bankruptcy Code in the Scheduled Payment for such Mortgage Loan that became
final and non-appealable, except such a reduction resulting from a Deficient
Valuation or any other reduction that results in a permanent forgiveness of
principal.

                  Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under such Mortgage Loan,
or any reduction in the amount of principal to be paid in connection with any
Scheduled Payment that results in a permanent forgiveness of principal, which
valuation or reduction results from an order of such court that is final and
non-appealable in a proceeding under the Bankruptcy Code.



                                      19
<PAGE>

                  Definitive Certificates:  As defined in Section 5.06.

                  Delay Delivery Mortgage Loans: (i) The Initial Mortgage
Loans identified on the schedule of Mortgage Loans hereto set forth on Exhibit
F-2 hereof for which all or a portion of a related Mortgage File is not
delivered to the Trustee on or prior to the Closing Date, and (ii) the
Subsequent Mortgage Loans identified on the schedule of Subsequent Mortgage
Loans set forth in Annex A to each related Subsequent Transfer Agreement for
which all or a portion of the related Mortgage File is not delivered to the
Trustee on or prior to the related Subsequent Transfer Date. The Depositor
shall deliver (or cause delivery of) the Mortgage Files to the Trustee: (A)
with respect to at least 50% of the Initial Mortgage Loans, not later than the
Closing Date and with respect to at least 10% of the Subsequent Mortgage Loans
conveyed on a Subsequent Transfer Date, not later than such Subsequent
Transfer Date, (B) with respect to at least an additional 40% of the Initial
Mortgage Loans, not later than 20 days after the Closing Date, and not later
than 20 days after the relevant Subsequent Transfer Date with respect to the
remaining Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date,
and (C) with respect to the remaining Initial Mortgage Loans, not later than
thirty days after the Closing Date. To the extent that Countrywide Home Loans,
Inc. shall be in possession of any Mortgage Files with respect to any Delay
Delivery Mortgage Loan, until delivery to of such Mortgage File to the Trustee
as provided in Section 2.01, Countrywide Home Loans, Inc. shall hold such
files as agent and in trust for the Trustee.

                  Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced by a Replacement Mortgage Loan.

                  Delinquency Trigger Event: With respect to any Distribution
Date on or after the Stepdown Date, a Delinquency Trigger Event will be in
effect if the Rolling Sixty-Day Delinquency Rate for Outstanding Mortgage
Loans equals or exceeds the product of (x) the Senior Enhancement Percentage
for such Distribution Date and (y) the applicable percentage listed below for
the most senior Class of Interest-Bearing Certificates:

                                       Class                       Percentage

                             Class A.........................           38.00%
                             Class M-1.......................           45.95%
                             Class M-2.......................           56.46%
                             Class M-3.......................           66.14%
                             Class M-4.......................           77.87%
                             Class M-5.......................           93.54%
                             Class M-6.......................           114.55%
                             Class M-7.......................           141.14%
                             Class M-8.......................           181.70%
                             Class B.........................           247.00%


                  Delinquent: A Mortgage Loan is "delinquent" if any payment
due thereon is not made pursuant to the terms of such Mortgage Loan by the
close of business on the day such payment is scheduled to be due. A Mortgage
Loan is "30 days delinquent" if such payment has



                                      20
<PAGE>

not been received by the close of business on the corresponding day of the
month immediately succeeding the month in which such payment was due, or, if
there is no such corresponding day (e.g., as when a 30-day month follows a
31-day month in which a payment was due on the 31st day of such month), then
on the last day of such immediately succeeding month. Similarly for "60 days
delinquent," "90 days delinquent" and so on.

                  Denomination: With respect to each Certificate, the amount
set forth on the face thereof as the "Initial Certificate Balance of this
Certificate" or, if not the foregoing, the Percentage Interest appearing on
the face thereof, as applicable.

                  Depositor: CWABS, Inc., a Delaware corporation, or its
successor in interest.

                  Depository: The initial Depository shall be The Depository
Trust Company, the nominee of which is Cede & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall initially be the
registered Holder of the Book-Entry Certificates. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York.

                  Depository Agreement: With respect to the Book-Entry
Certificates, the agreement among the Depositor and the initial Depository,
dated as of the Closing Date, substantially in the form of Exhibit O.

                  Depository Participant: A broker, dealer, bank or other
financial institution or other person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.

                  Determination Date: With respect to any Distribution Date,
the 15th day of the month of such Distribution Date or, if such 15th day is
not a Business Day, the immediately preceding Business Day.

                  Distribution Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.05(c) in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York, in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-14". Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this Agreement.

                  Distribution Account Deposit Date: As to any Distribution
Date, 1:00 p.m. Pacific time on the Business Day immediately preceding such
Distribution Date.

                  Distribution Date: The 25th day of each month, or if such
day is not a Business Day, on the first Business Day thereafter, commencing in
January 2006.

                  Due Date: With respect to any Mortgage Loan and Due Period,
the due date for Scheduled Payments of interest and/or principal on that
Mortgage Loan occurring in such Due Period as provided in the related Mortgage
Note.


                                      21
<PAGE>

                  Due Period: With respect to any Distribution Date, the
period beginning on the second day of the calendar month preceding the
calendar month in which such Distribution Date occurs and ending on the first
day of the month in which such Distribution Date occurs.

                  Eligible Account: Any of (i) an account or accounts
maintained with a federal or state chartered depository institution or trust
company, the long-term unsecured debt obligations and short-term unsecured
debt obligations of which (or, in the case of a depository institution or
trust company that is the principal subsidiary of a holding company, the debt
obligations of such holding company, if Moody's is not a Rating Agency) are
rated by each Rating Agency in one of its two highest long-term and its
highest short-term rating categories respectively, at the time any amounts are
held on deposit therein, or (ii) an account or accounts in a depository
institution or trust company in which such accounts are insured by the FDIC
(to the limits established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company having capital and surplus
of not less than $50,000,000, acting in its fiduciary capacity or (iv) any
other account acceptable to the Rating Agencies without reduction or
withdrawal of their then-current ratings of the Certificates (without regard
to the Class 2-A-2 Policy, in the case of the Class 2-A-2 Certificates) as
evidenced by a letter from each Rating Agency to the Trustee. Eligible
Accounts may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee.

                  Eligible Repurchase Month: As defined in Section 3.12(d)
hereof.

                  ERISA: The Employee Retirement Income Security Act of 1974,
as amended.

                  ERISA-Qualifying Underwriting: A best efforts or firm
commitment underwriting or private placement that meets the applicable
requirements of the Underwriter's Exemption.

                  ERISA-Restricted Certificates: The Class A-R Certificates,
Class P Certificates, Class C Certificates and Certificates of any Class that
ceases to satisfy the applicable rating requirement under the Underwriter's
Exemption.

                  Escrow Account:  As defined in Section 3.06 hereof.

                  Event of Default:  As defined in Section 7.01 hereof.

                  Excess Cashflow: With respect to any Distribution Date the
sum of (i) the amount remaining after the distribution of interest to
Certificateholders and the payment of the Class 2-A-2 Premium and any Class
2-A-2 Reimbursement Amount to the Class 2-A-2 Insurer, in each case for such
Distribution Date pursuant to Section 4.04(a)(4)(b), (ii) the amount remaining
after the distribution of principal to Certificateholders and the payment of
any unpaid Class 2-A-2 Premium and any unpaid Class 2-A-2 Reimbursement Amount
to the Class 2-A-2



                                      22
<PAGE>

Insurer, in each case for such Distribution Date, pursuant to Section
4.04(b)(i)(B)(2) or 4.04(b)(ii)(D) and (iii) the Overcollateralization
Reduction Amount for such Distribution Date.

                  Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of the Overcollateralized Amount for
such Distribution Date over the Overcollateralization Target Amount for such
Distribution Date.

                  Excess Proceeds: With respect to any Liquidated Mortgage
Loan, the amount, if any, by which the sum of any Liquidation Proceeds and
Subsequent Recoveries are in excess of the sum of (i) the unpaid principal
balance of such Liquidated Mortgage Loan as of the date of liquidation of such
Liquidated Mortgage Loan plus (ii) interest at the Mortgage Rate from the Due
Date as to which interest was last paid or advanced to Certificateholders (and
not reimbursed to the Master Servicer) up to the Due Date in the month in
which Liquidation Proceeds are required to be distributed on the Stated
Principal Balance of such Liquidated Mortgage Loan outstanding during each Due
Period as to which such interest was not paid or advanced.

                  Expense Fee Rate: With respect to any Mortgage Loan, the sum
of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) with
respect to any Mortgage Loan covered by a lender paid mortgage insurance
policy, the related mortgage insurance premium rate.

                  Extra Principal Distribution Amount: With respect to any
Distribution Date and each of Loan Group 1, Loan Group 2 and Loan Group 3, the
lesser of (1) the Overcollateralization Deficiency Amount and (2) the Excess
Cashflow and Credit Comeback Excess Cashflow available for payment thereof, to
be allocated among Loan Group 1, Loan Group 2 and Loan Group 3, pro rata,
based on the Principal Remittance Amount for each such Loan Group for such
Distribution Date.

                  Fannie Mae: The Federal National Mortgage Association, a
federally chartered and privately owned corporation organized and existing
under the Federal National Mortgage Association Charter Act, or any successor
thereto.

                  FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.

                  Fiscal Agent:  As defined in the Class 2-A-2 Policy.

                  Five-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage Rate that is fixed for 60 months after origination thereof before
such Mortgage Rate becomes subject to adjustment.

                  Fixed Rate Mortgage Loans: The Mortgage Loans identified in
the Mortgage Loan Schedule as having a Mortgage Rate which is fixed for the
life of the related Mortgage and any Credit Comeback Loans, including in each
case any Mortgage Loans delivered in replacement thereof.

                  Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.


                                      23
<PAGE>

                  Funding Period: The period from the Closing Date to and
including the earlier to occur of (x) the date the amount in the Pre-Funding
Account is less than $175,000 and (y) January 31, 2006.

                  Gross Margin: The percentage set forth in the related
Mortgage Note to be added to the Index for use in determining the Mortgage
Rate for each Adjustable Rate Mortgage Loan on each of its Adjustment Dates.

                  Group 1 Mortgage Loans: The group of Mortgage Loans
identified in the related Mortgage Loan Schedule as "Group 1 Mortgage Loans",
including in each case any Mortgage Loans delivered in replacement thereof.

                  Group 1 Overcollateralization Reduction Amount: With respect
to any Distribution Date, the Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction, the numerator of which is (x) the
Principal Remittance Amount for Loan Group 1 for such Distribution Date, and
the denominator of which is (y) the aggregate Principal Remittance Amount for
Loan Group 1, Loan Group 2 and Loan Group 3 for such Distribution Date.

                  Group 1 Pre-Funded Amount: The portion of the Pre-Funded
Amount allocable for purchase of Subsequent Mortgage Loans as Group 1 Mortgage
Loans on the Closing Date, which shall equal $0.

                  Group 2 Mortgage Loans: The group of Mortgage Loans
identified in the related Mortgage Loan Schedule as "Group 2 Mortgage Loans",
including in each case any Mortgage Loans delivered in replacement thereof.

                  Group 2 Overcollateralization Reduction Amount: With respect
to any Distribution Date, the Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction, the numerator of which is the
Principal Remittance Amount for Loan Group 2 for such Distribution Date, and
the denominator of which is the aggregate Principal Remittance Amount for Loan
Group 1, Loan Group 2 and Loan Group 3 for such Distribution Date.

                  Group 2 Pre-Funded Amount: The portion of the Pre-Funded
Amount allocable for purchase of Subsequent Mortgage Loans as Group 2 Mortgage
Loans on the Closing Date, which shall equal $462.88.

                  Group 3 Mortgage Loans: The group of Mortgage Loans
identified in the related Mortgage Loan Schedule as "Group 3 Mortgage Loans",
including in each case any Mortgage Loans delivered in replacement thereof.

                  Group 3 Overcollateralization Reduction Amount: With respect
to any Distribution Date, the Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction, the numerator of which is the
Principal Remittance Amount for Loan Group 3 for such Distribution Date, and
the denominator of which is the aggregate Principal Remittance Amount for Loan
Group 1, Loan Group 2 and Loan Group 3 for such Distribution Date.


                                      24
<PAGE>

                  Group 3 Pre-Funded Amount: The portion of the Pre-Funded
Amount allocable for purchase of Subsequent Mortgage Loans as Group 3 Mortgage
Loans on the Closing Date, which shall equal $0.

                  Group Net Rate Cap. With respect to Loan Group 1, the Loan
Group 1 Net Rate Cap (as defined in the Preliminary Statement), with respect
to Loan Group 2, the Loan Group 2 Net Rate Cap (as defined in the Preliminary
Statement) and with respect to Loan Group 3, the Loan Group 3 Net Rate Cap (as
defined in the Preliminary Statement).

                  Index: As to any Adjustable Rate Mortgage Loan on any
Adjustment Date related thereto, the index for the adjustment of the Mortgage
Rate set forth as such in the related Mortgage Note, such index in general
being the average of the London interbank offered rates for six-month U.S.
dollar deposits in the London market, as set forth in The Wall Street Journal,
as most recently announced as of a date 45 days prior to such Adjustment Date
or, if the Index ceases to be published in The Wall Street Journal or becomes
unavailable for any reason, then the Index shall be a new index selected by
the Master Servicer, based on comparable information.

                  Initial Adjustment Date: As to any Adjustable Rate Mortgage
Loan, the first Adjustment Date following the origination of such Mortgage
Loan.

                  Initial Certificate Account Deposit: An amount equal to the
aggregate of all amounts in respect of (i) principal of the Initial Mortgage
Loans due after the Initial Cut-off Date and received by the Master Servicer
before the Closing Date and not applied in computing the Cut-off Date
Principal Balance thereof and (ii) interest on the Initial Mortgage Loans due
after the Initial Cut-off Date and received by the Master Servicer before the
Closing Date.

                  Initial Certificate Principal Balance: With respect to any
Certificate (other than the Class C Certificates) the Certificate Principal
Balance of such Certificate or any predecessor Certificate on the Closing
Date.

                  Initial Cut-off Date: In the case of any Initial Mortgage
Loan, the later of (x) December 1, 2005 and (y) the date of origination of
such Mortgage Loan.

                  Initial Mortgage Loan: A Mortgage Loan conveyed to the
Trustee on the Closing Date pursuant to this Agreement as identified on the
Mortgage Loan Schedule delivered to the Trustee on the Closing Date.

                  Initial Mortgage Rate: As to each Adjustable Rate Mortgage
Loan, the Mortgage Rate in effect prior to the Initial Adjustment Date.

                  Initial Periodic Rate Cap: With respect to each Adjustable
Rate Mortgage Loan, the percentage specified in the related Mortgage Note that
limits the permissible increase or decrease in the Mortgage Rate on its
initial Adjustment Date.

                  Insolvency Proceeding:  As defined in Section 4.06(h).


                                      25
<PAGE>

                  Insurance Policy: With respect to any Mortgage Loan included
in the Trust Fund, any insurance policy, including all riders and endorsements
thereto in effect with respect to such Mortgage Loan, including any
replacement policy or policies for any Insurance Policy.

                  Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans (other than by the Class 2-A-2 Insurer under the Class 2-A-2 Policy)
pursuant to any Insurance Policy or any other insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, the Master Servicer or the trustee under the deed of trust and
are not applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account, in
each case other than any amount included in such Insurance Proceeds in respect
of Insured Expenses and received prior to such Mortgage Loan becoming a
Liquidated Mortgage Loan.

                  Insured Expenses: Expenses covered by an Insurance Policy or
any other insurance policy with respect to the Mortgage Loans.

                  Insured Payment:   As defined in the Class 2-A-2 Policy.

                  Interest-Bearing Certificates: The Class A Certificates and
the Subordinate Certificates.

                  Interest Carry Forward Amount: With respect to each Class of
Interest-Bearing Certificates and each Distribution Date, the excess of (i)
the Current Interest for such Class with respect to prior Distribution Dates
over (ii) the amount actually distributed to such Class with respect to
interest on such prior Distribution Dates.

                  Interest Determination Date: With respect to the first
Accrual Period for the Interest-Bearing Certificates, December 19, 2005. With
respect to any Accrual Period for the Interest-Bearing Certificates
thereafter, the second LIBOR Business Day preceding the commencement of such
Accrual Period.

                  Interest Funds: With respect to any Distribution Date and
Loan Group, the Interest Remittance Amount for such Loan Group and
Distribution Date, less the portion of the Trustee Fee for such Distribution
Date allocable to such Loan Group.

                  Interest Remittance Amount: With respect to the Mortgage
Loans in each Loan Group and any Distribution Date, (x) the sum, without
duplication, of (i) all scheduled interest collected during the related Due
Period (for the avoidance of doubt, other than Credit Comeback Excess Amounts)
with respect to the related Mortgage Loans less the related Servicing Fee,
(ii) all interest on prepayments received during the related Prepayment Period
with respect to such Mortgage Loans, other than Prepayment Interest Excess,
(iii) all related Advances relating to interest with respect to such Mortgage
Loans, (iv) all related Compensating Interest with respect to such Mortgage
Loans, (v) Liquidation Proceeds with respect to such Mortgage Loans collected
during the related Due Period (to the extent such Liquidation Proceeds relate
to interest) and (vi) the related Seller Shortfall Interest Requirement, less
(y) all reimbursements to the Master Servicer during the related Due Period
for Advances of interest previously made allocable to such Loan Group.



                                      26
<PAGE>

                  Investment Letter:  As defined in Section 5.02(b).

                  ISDA Credit Support Annex: The International Swaps and
Derivatives Association, Inc. form of Credit Support Annex, dated as of
December 21, 2005, between the Swap Counterparty and the Swap Contract
Administrator.

                  Last Scheduled Distribution Date: With respect to the Class
2-A-2 Certificates and the Class 2-A-2 Policy, the Distribution Date occurring
in April 2036.

                  Latest Possible Maturity Date: The Distribution Date
following the third anniversary of the scheduled maturity date of the Mortgage
Loan having the latest scheduled maturity date as of the Cut-off Date.

                  LIBOR Business Day: Any day on which banks in the City of
London, England and New York City, U.S.A. are open and conducting transactions
in foreign currency and exchange.

                  Liquidated Mortgage Loan: With respect to any Distribution
Date, a defaulted Mortgage Loan that has been liquidated through deed-in-lieu
of foreclosure, foreclosure sale, trustee's sale or other realization as
provided by applicable law governing the real property subject to the related
Mortgage and any security agreements and as to which the Master Servicer has
certified in the related Prepayment Period that it has received all amounts it
expects to receive in connection with such liquidation.

                  Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of Mortgage
Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property received in connection with or prior to such Mortgage Loan becoming a
Liquidated Mortgage Loan (other than the amount of such net proceeds
representing any profit realized by the Master Servicer in connection with the
disposition of any such properties), less the sum of related unreimbursed
Advances, Servicing Fees and Servicing Advances.

                  Loan Group: Any of Loan Group 1, Loan Group 2 or Loan Group
3.

                  Loan Group 1: The Group 1 Mortgage Loans.

                  Loan Group 1 Net Rate Cap: As defined in the Preliminary
Statement.

                  Loan Group 2:  The Group 2 Mortgage Loans.

                  Loan Group 2 Net Rate Cap: As defined in the Preliminary
Statement.

                  Loan Group 3:  The Group 3 Mortgage Loans.

                  Loan Group 3 Net Rate Cap: As defined in the Preliminary
Statement.



                                      27
<PAGE>

                  Loan Number and Borrower Identification Mortgage Loan
Schedule: With respect to any Subsequent Transfer Date, the Loan Number and
Borrower Identification Mortgage Loan Schedule delivered in connection with
such Subsequent Transfer Date pursuant to Section 2.01(f). Each Loan Number
and Borrower Identification Mortgage Loan Schedule shall contain the
information specified in the definition of "Mortgage Loan Schedule" with
respect to the Subsequent Mortgage Loans conveyed on such Subsequent Transfer
Date, and each Loan Number and Borrower Identification Mortgage Loan Schedule
shall be deemed to be included in the Mortgage Loan Schedule.

                  Loan-to-Value Ratio: The fraction, expressed as a
percentage, the numerator of which is the original principal balance of the
related Mortgage Loan and the denominator of which is the Appraised Value of
the related Mortgaged Property.

                  Majority Holder: The Holders of Certificates evidencing at
least 51% of the Voting Rights allocated to such Class of Certificates.

                  Margin: With respect to any Accrual Period and Class of
Interest-Bearing Certificates, the per annum rate indicated in the following
table:

<TABLE>
<CAPTION>

                                                                         (1)            (2)
                                                                     ------------  ---------
               <S>                                                      <C>           <C>
               Class 1-A-1.......................................       0.230%        0.460%
               Class 2-A-1.......................................       0.220%        0.440%
               Class 2-A-2.......................................       0.250%        0.500%
               Class 3-A-1.......................................       0.090%        0.180%
               Class 3-A-2.......................................       0.240%        0.480%
               Class 3-A-3.......................................       0.350%        0.700%
               Class M-1.........................................       0.450%        0.675%
               Class M-2.........................................       0.470%        0.705%
               Class M-3.........................................       0.490%        0.735%
               Class M-4.........................................       0.730%        1.095%
               Class M-5.........................................       0.780%        1.170%
               Class M-6.........................................       0.850%        1.275%
               Class M-7.........................................       2.000%        3.000%
               Class M-8.........................................       2.250%        3.375%
               Class B...........................................       2.250%        3.375%

</TABLE>

(1)      For any Accrual Period relating to any Distribution Date occurring on
         or prior to the Optional Termination Date.
(2)      For any Accrual Period relating to any Distribution Date occurring
         after the Optional Termination Date.

                  Master Servicer: Countrywide Home Loans Servicing LP, a
Texas limited partnership, and its successors and assigns, in its capacity as
master servicer hereunder.

                  Master Servicer Advance Date: As to any Distribution Date,
the Business Day immediately preceding such Distribution Date.

                  Master Servicer Prepayment Charge Payment Amount: The
amounts (i) payable by the Master Servicer in respect of any Prepayment
Charges waived other than in accordance



                                      28
<PAGE>

with the standard set forth in the first sentence of Section 3.20(a), or (ii)
collected from the Master Servicer in respect of a remedy for the breach of
the representation made by CHL set forth in Section 3.20(c).

                  Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, the maximum rate of interest set forth as such in the related
Mortgage Note.

                  MERS: Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of Delaware, or
any successor thereto.

                  MERS Mortgage Loan: Any Mortgage Loan registered with MERS
on the MERS(R) System.

                  MERS(R) System: The system of recording transfers of
mortgages electronically maintained by MERS.

                  MIN: The Mortgage Identification Number for any MERS
Mortgage Loan.

                  Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, the minimum rate of interest set forth as such in the related
Mortgage Note.

                  Modified Mortgage Loan:  As defined in Section 3.12(a).

                  MOM Loan: Any Mortgage Loan, as to which MERS is acting as
mortgagee, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns.

                  Monthly Statement: The statement delivered to the
Certificateholders pursuant to Section 4.05.

                  Moody's:  Moody's Investors Service, Inc. and its successors.

                  Mortgage: The mortgage, deed of trust or other instrument
creating a first lien on or first priority ownership interest in an estate in
fee simple in real property securing a Mortgage Note.

                  Mortgage File: The mortgage documents listed in Section 2.01
hereof pertaining to a particular Mortgage Loan and any additional documents
delivered to the Trustee to be added to the Mortgage File pursuant to this
Agreement.

                  Mortgage Loan Schedule: The list of Mortgage Loans (as from
time to time amended by the Master Servicer to reflect the deletion of
Liquidated Mortgage Loans and Deleted Mortgage Loans and the addition of (x)
Replacement Mortgage Loans pursuant to the provisions of this Agreement and
(y) Subsequent Mortgage Loans pursuant to the provisions of this Agreement and
any Subsequent Transfer Agreement) transferred to the Trustee as part of the
Trust Fund and from time to time subject to this Agreement, attached hereto as
Exhibit F-1, setting forth in the following information with respect to each
Mortgage Loan:

                           (i) the loan number;



                                      29
<PAGE>

                           (ii) the Loan Group;

                           (iii) the Appraised Value;

                           (iv) the Initial Mortgage Rate;

                           (v) the maturity date;

                           (vi) the original principal balance;

                           (vii) the Cut-off Date Principal Balance;

                           (viii) the first payment date of the Mortgage Loan;

                           (ix) the Scheduled Payment in effect as of the
                  Cut-off Date;

                           (x) the Loan-to-Value Ratio at origination;

                           (xi) a code indicating whether the residential
                  dwelling at the time of origination was represented to be
                  owner-occupied;

                           (xii) a code indicating whether the residential
                  dwelling is either (a) a detached single-family dwelling,
                  (b) a two-family residential property, (c) a three-family
                  residential property, (d) a four-family residential
                  property, (e) planned unit development, (f) a low-rise
                  condominium unit, (g) a high-rise condominium unit or (h)
                  manufactured housing;

                         (xiii) a code indicating whether such Mortgage Loan
                  is a Credit Comeback Loan;

                         (xiv)  the purpose of the Mortgage Loan;

                         (xv)   with respect to each Adjustable Rate Mortgage
                  Loan:

                                (a) the frequency of each Adjustment Date;

                                (b) the next Adjustment Date;

                                (c) the Maximum Mortgage Rate;

                                (d) the Minimum Mortgage Rate;

                                (e) the Mortgage Rate as of the Cut-off Date;

                                (f) the related Initial Periodic Rate Cap and
                         Subsequent Periodic Rate Cap; and

                                (g) the Gross Margin;



                                      30
<PAGE>

                         (xvi)   [reserved];

                        (xvii)   a code indicating whether the Mortgage Loan
                                 is a CHL Mortgage Loan, a Park Monaco
                                 Mortgage Loan or a Park Sienna Mortgage Loan;

                       (xviii)   the premium rate for any lender-paid
                                 mortgage insurance, if applicable; and

                        (xix)    a code indicating whether the Mortgage
                                 Loan is a Fixed Rate Mortgage Loan or an
                                 Adjustable Rate Mortgage Loan.

Such schedule shall also set forth the total of the amounts described under
(vii) above for all of the Mortgage Loans and for each Loan Group. The
Mortgage Loan Schedule shall be deemed to include each Loan Number and
Borrower Identification Mortgage Loan Schedule delivered pursuant to Section
2.01(f) and all the related Subsequent Mortgage Loans and Subsequent Mortgage
Loan information included therein.

                  Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to the provisions hereof and any Subsequent
Transfer Agreement as from time to time are held as part of the Trust Fund
(including any REO Property), the mortgage loans so held being identified in
the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition
of title of the related Mortgaged Property. Any mortgage loan that was
intended by the parties hereto to be transferred to the Trust Fund as
indicated by such Mortgage Loan Schedule which is in fact not so transferred
for any reason, including a breach of the representation contained in Section
2.02 hereof, shall continue to be a Mortgage Loan hereunder until the Purchase
Price with respect thereto has been paid to the Trust Fund.

                  Mortgage Note: The original executed note or other evidence
of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
Loan.

                  Mortgage Pool: The aggregate of the Mortgage Loans
identified in the Mortgage Loan Schedule.

                  Mortgage Rate: The annual rate of interest borne by a
Mortgage Note from time to time; provided, however, the Mortgage Rate for each
Credit Comeback Loan shall be treated for all purposes of payments on the
Certificates, including the calculation of the Pass-Through Rates and the
applicable Net Rate Cap, as reduced by 0.375% on the Due Date following the
end of each of the first four annual periods after the origination date,
irrespective of whether the Mortgagor qualifies for the reduction by having a
good payment history.

                  Mortgaged Property: The underlying property securing a
Mortgage Loan.

                  Mortgagor:  The obligors on a Mortgage Note.

                  Net Mortgage Rate: As to each Mortgage Loan, and at any
time, the per annum rate equal to the Mortgage Rate less the Servicing Fee
Rate.



                                      31
<PAGE>

                  Net Rate Cap: With respect to any Distribution Date and (i)
the Class 1-A-1 Certificates, the Class 1-A-1 Net Rate Cap, (ii) the Class
2-A-1 Certificates, the Class 2-A-1 Net Rate Cap, (iii) the Class 2-A-2
Certificates, the Class 2-A-2 Net Rate Cap, (iv) the Class 3-A Certificates,
the Class 3-A Net Rate Cap and (v) each Class of Subordinate Certificates, the
Subordinate Net Rate Cap.

                  Tax Net Rate Cap: With respect to any Distribution Date and
(i) the Class 1-A-1 Certificates, the Class 1-A-1 Tax Net Rate Cap, (ii) the
Class 2-A-1 Certificates, the Class 2-A-1 Tax Net Rate Cap, (iii) the Class
2-A-2 Certificates, the Class 2-A-2 Tax Net Rate Cap, (iv) the Class 3-A
Certificates, the Class 3-A Tax Net Rate Cap and (v) each Class of Subordinate
Certificates, the Subordinate Tax Net Rate Cap.

                  Net Rate Carryover: With respect to any Class of
Interest-Bearing Certificates and any Distribution Date, the sum of (A) the
excess of (i) the amount of interest that such Class would otherwise have
accrued for such Distribution Date had the Pass-Through Rate for such Class
and the related Accrual Period not been determined based on the applicable Net
Rate Cap, over (ii) the amount of interest accrued on such Class at the
applicable Net Rate Cap for such Distribution Date and (B) the Net Rate
Carryover for such Class for all previous Distribution Dates not previously
paid pursuant to Section 4.04, together with interest thereon at the
then-applicable Pass-Through Rate for such Class, without giving effect to the
applicable Net Rate Cap.

                  Net Swap Payment: With respect to any Distribution Date and
payment by the Swap Contract Administrator to the Swap Counterparty, the
excess, if any, of the "Fixed Amount" (as defined in the Swap Contract) with
respect to such Distribution Date over the "Floating Amount" (as defined in
the Swap Contract) with respect to such Distribution Date. With respect to any
Distribution Date and payment by the Swap Counterparty to the Swap Contract
Administrator, the excess, if any, of the "Floating Amount" (as defined in the
Swap Contract) with respect to such Distribution Date over the "Fixed Amount"
(as defined in the Swap Contract) with respect to such Distribution Date

                  NIM Insurer: Any insurer guarantying at the request of CHL
certain payments under notes backed or secured by the Class C or Class P
Certificates.

                  Nonrecoverable Advance: Any portion of an Advance previously
made or proposed to be made by the Master Servicer that, in the good faith
judgment of the Master Servicer, will not or, in the case of a current
delinquency, would not, be ultimately recoverable by the Master Servicer from
the related Mortgagor, related Liquidation Proceeds or otherwise.

                  Non-United States Person: A Person that is not a citizen or
resident of the United States, a corporation, partnership, or other entity
(treated as a corporation or a partnership for federal income tax purposes)
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia, an estate whose income from sources
without the United States is includible in gross income for United States
federal income tax purposes regardless of its connection with the conduct of a
trade or business within the United States, or a trust if a court within the
United States is able to exercise primary supervision over the



                                      32
<PAGE>

administration of the trust and one or more United States persons have
authority to control all substantial decisions of the trustor.

                  Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Managing Director, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the Secretary, or
one of the Assistant Treasurers or Assistant Secretaries of the Depositor,
(ii) in the case of the Master Servicer, signed by the President, an Executive
Vice President, a Vice President, an Assistant Vice President, the Treasurer,
or one of the Assistant Treasurers or Assistant Secretaries of Countrywide GP,
Inc., its general partner or (iii) if provided for in this Agreement, signed
by a Servicing Officer, as the case may be, and delivered to the Depositor and
the Trustee, as the case may be, as required by this Agreement.

                  OC Floor: With respect to any Distribution Date, an amount
equal to 0.50% of the sum of the aggregate Cut-off Date Principal Balance of
the Initial Mortgage Loans and the Pre-Funded Amount.

                  One-Month LIBOR: With respect to any Accrual Period for the
Interest-Bearing Certificates, the rate determined by the Trustee on the
related Interest Determination Date on the basis of the rate for U.S. dollar
deposits for one month that appears on Telerate Screen Page 3750 as of 11:00
a.m. (London time) on such Interest Determination Date; provided that the
parties hereto acknowledge that One-Month LIBOR calculated for the first
Accrual Period for the Interest-Bearing Certificates shall equal 4.37% per
annum. If such rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer offered,
such other service for displaying One-Month LIBOR or comparable rates as may
be reasonably selected by the Trustee), One-Month LIBOR for the applicable
Accrual Period for the Interest-Bearing Certificates will be the Reference
Bank Rate. If no such quotations can be obtained by the Trustee and no
Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR
applicable to the preceding Accrual Period for the Interest-Bearing
Certificates.

                  Opinion of Counsel: A written opinion of counsel, who may be
counsel for the Depositor or the Master Servicer, reasonably acceptable to
each addressee of such opinion; provided that with respect to Section 6.04 or
10.01, or the interpretation or application of the REMIC Provisions, such
counsel must (i) in fact be independent of the Depositor and the Master
Servicer, (ii) not have any direct financial interest in the Depositor or the
Master Servicer or in any affiliate of either and (iii) not be connected with
the Depositor or the Master Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.

                  Optional Termination: The termination of the Trust Fund
provided hereunder pursuant to the purchase of the Mortgage Loans pursuant to
clause (a) of the first sentence of Section 9.01 hereof.

                  Optional Termination Date: The first Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Loans is less
than or equal to 10% of the sum of the



                                      33
<PAGE>

aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans and the
Pre-Funded Amount.

                  Original Value: The value of the property underlying a
Mortgage Loan based, in the case of the purchase of the underlying Mortgaged
Property, on the lower of an appraisal satisfactory to the Master Servicer or
the sales price of such property or, in the case of a refinancing, on an
appraisal satisfactory to the Master Servicer.

                  OTS:  The Office of Thrift Supervision.

                  Outstanding: With respect to the Certificates as of any date
of determination, all Certificates theretofore executed and authenticated
under this Agreement except:

                           (i) Certificates theretofore canceled by the
                  Trustee or delivered to the Trustee for cancellation; and

                           (ii) Certificates in exchange for which or in lieu
                  of which other Certificates have been executed and delivered
                  by the Trustee pursuant to this Agreement.

                  Outstanding Mortgage Loan: As of any Distribution Date, a
Mortgage Loan with a Stated Principal Balance greater than zero that was not
the subject of a Principal Prepayment in full, and that did not become a
Liquidated Mortgage Loan, prior to the end of the related Prepayment Period.

                  Overcollateralization Deficiency Amount: With respect to any
Distribution Date, the amount, if any, by which the Overcollateralization
Target Amount exceeds the Overcollateralized Amount on such Distribution Date
(after giving effect to distribution of the Principal Distribution Amount
(other than the portion thereof consisting of the Extra Principal Distribution
Amount) on such Distribution Date).

                  Overcollateralization Reduction Amount: With respect to any
Distribution Date, an amount equal to the lesser of (i) the Excess
Overcollateralization Amount for such Distribution Date and (ii) the aggregate
Principal Remittance Amount for Loan Group 1, Loan Group 2 and Loan Group 3
for such Distribution Date.

                  Overcollateralization Target Amount: With respect to each
Distribution Date (a) prior to the Stepdown Date, an amount equal to 3.20% of
the sum of the aggregate Cut-off Date Principal Balance of the Initial
Mortgage Loans and the Pre-Funded Amount and (b) on or after the Stepdown
Date, an amount equal to the greater of (i) an amount equal to 6.40% of the
aggregate Stated Principal Balance of the Mortgage Loans for the current
Distribution Date and (ii) the OC Floor; provided, however, that if a Trigger
Event is in effect on any Distribution Date, the Overcollateralization Target
Amount for such Distribution Date will be the Overcollateralization Target
Amount for the immediately preceding Distribution Date.

                  Overcollateralized Amount: With respect to any Distribution
Date, the amount, if any, by which (x) the sum of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date and any
amount on deposit in the Pre-Funding Account exceeds (y) the



                                      34
<PAGE>

aggregate Certificate Principal Balance of the Interest-Bearing Certificates
as of such Distribution Date (after giving effect to distribution of the
Principal Remittance Amounts to be made on such Distribution Date and, in the
case of the Distribution Date immediately following the end of the Funding
Period, any amounts to be released from the Pre-Funding Account).

                  Ownership Interest: As to any Certificate, any ownership
interest in such Certificate including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect,
legal or beneficial.

                  Park Monaco: Park Monaco Inc., a Delaware corporation, and
its successors and assigns.

                  Park Monaco Mortgage Loans: The Mortgage Loans identified as
such on the Mortgage Loan Schedule for which Park Monaco is the applicable
Seller.

                  Park Sienna: Park Sienna LLC, a Delaware limited liability
company, and its successors and assigns.

                  Park Sienna Mortgage Loans: The Mortgage Loans identified as
such on the Mortgage Loan Schedule for which Park Sienna is the applicable
Seller.

                  Pass-Through Rate: With respect to any Accrual Period and
each Class of Interest-Bearing Certificates the lesser of (x) One-Month LIBOR
for such Accrual Period plus the Margin for such Class and Accrual Period and
(y) the applicable Net Rate Cap for such Class and the related Distribution
Date.

                  Percentage Interest: With respect to any Interest-Bearing
Certificate, a fraction, expressed as a percentage, the numerator of which is
the Certificate Principal Balance represented by such Certificate and the
denominator of which is the aggregate Certificate Principal Balance of the
related Class. With respect to the Class C, Class P and Class A-R
Certificates, the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate.

                  Permitted Investments: At any time, any one or more of the
following obligations and securities:

                           (i) obligations of the United States or any agency
                  thereof, provided such obligations are backed by the full
                  faith and credit of the United States;

                           (ii) general obligations of or obligations
                  guaranteed by any state of the United States or the District
                  of Columbia receiving the highest long-term debt rating of
                  each Rating Agency, or such lower rating as each Rating
                  Agency has confirmed in writing is sufficient for the
                  ratings originally assigned to the Certificates by such
                  Rating Agency (without regard to the Class 2-A-2 Policy, in
                  the case of the Class 2-A-2 Certificates);

                           (iii) commercial or finance company paper which is
                  then receiving the highest commercial or finance company
                  paper rating of each Rating Agency, or



                                      35
<PAGE>

                  such lower rating as each Rating Agency has confirmed in
                  writing is sufficient for the ratings originally assigned to
                  the Certificates by such Rating Agency (without regard to
                  the Class 2-A-2 Policy, in the case of the Class 2-A-2
                  Certificates);

                           (iv) certificates of deposit, demand or time
                  deposits, or bankers' acceptances issued by any depository
                  institution or trust company incorporated under the laws of
                  the United States or of any state thereof and subject to
                  supervision and examination by federal and/or state banking
                  authorities, provided that the commercial paper and/or long
                  term unsecured debt obligations of such depository
                  institution or trust company (or in the case of the
                  principal depository institution in a holding company
                  system, the commercial paper or long-term unsecured debt
                  obligations of such holding company, but only if Moody's is
                  not a Rating Agency) are then rated one of the two highest
                  long-term and the highest short-term ratings of each such
                  Rating Agency for such securities, or such lower ratings as
                  each Rating Agency has confirmed in writing is sufficient
                  for the ratings originally assigned to the Certificates by
                  such Rating Agency (without regard to the Class 2-A-2
                  Policy, in the case of the Class 2-A-2 Certificates);

                           (v) repurchase obligations with respect to any
                  security described in clauses (i) and (ii) above, in either
                  case entered into with a depository institution or trust
                  company (acting as principal) described in clause (iv)
                  above;

                           (vi) securities (other than stripped bonds,
                  stripped coupons or instruments sold at a purchase price in
                  excess of 115% of the face amount thereof) bearing interest
                  or sold at a discount issued by any corporation incorporated
                  under the laws of the United States or any state thereof
                  which, at the time of such investment, have one of the two
                  highest long term ratings of each Rating Agency (except (x)
                  if the Rating Agency is Moody's, such rating shall be the
                  highest commercial paper rating of S&P for any such
                  securities) and (y), or such lower rating as each Rating
                  Agency has confirmed in writing is sufficient for the
                  ratings originally assigned to the Certificates by such
                  Rating Agency (without regard to the Class 2-A-2 Policy, in
                  the case of the Class 2-A-2 Certificates);

                           (vii) interests in any money market fund which at
                  the date of acquisition of the interests in such fund and
                  throughout the time such interests are held in such fund has
                  the highest applicable long term rating by each Rating
                  Agency or such lower rating as each Rating Agency has
                  confirmed in writing is sufficient for the ratings
                  originally assigned to the Certificates by such Rating
                  Agency (without regard to the Class 2-A-2 Policy, in the
                  case of the Class 2-A-2 Certificates);

                           (viii) short term investment funds sponsored by any
                  trust company or national banking association incorporated
                  under the laws of the United States or any state thereof
                  which on the date of acquisition has been rated by each
                  Rating Agency in their respective highest applicable rating
                  category or such lower rating as each Rating Agency has
                  confirmed in writing is sufficient for the ratings
                  originally assigned to the Certificates by such Rating
                  Agency (without regard to the Class 2-A-2 Policy, in the
                  case of the Class 2-A-2 Certificates); and



                                      36
<PAGE>

                           (ix) such other relatively risk free investments
                  having a specified stated maturity and bearing interest or
                  sold at a discount acceptable to each Rating Agency as will
                  not result in the downgrading or withdrawal of the rating
                  then assigned to the Certificates by any Rating Agency
                  (without regard to the Class 2-A-2 Policy, in the case of
                  the Class 2-A-2 Certificates), as evidenced by a signed
                  writing delivered by each Rating Agency, and reasonably
                  acceptable to the NIM Insurer, as evidenced by a signed
                  writing delivered by the NIM Insurer;

provided, that no such instrument shall be a Permitted Investment if such
instrument (i) evidences the right to receive interest only payments with
respect to the obligations underlying such instrument, (ii) is purchased at a
premium or (iii) is purchased at a deep discount; provided further that no
such instrument shall be a Permitted Investment (A) if such instrument
evidences principal and interest payments derived from obligations underlying
such instrument and the interest payments with respect to such instrument
provide a yield to maturity of greater than 120% of the yield to maturity at
par of such underlying obligations, or (B) if it may be redeemed at a price
below the purchase price (the foregoing clause (B) not to apply to investments
in units of money market funds pursuant to clause (vii) above); provided
further that no amount beneficially owned by any REMIC (including, without
limitation, any amounts collected by the Master Servicer but not yet deposited
in the Certificate Account) may be invested in investments (other than money
market funds) treated as equity interests for Federal income tax purposes,
unless the Master Servicer shall receive an Opinion of Counsel, at the expense
of Master Servicer, to the effect that such investment will not adversely
affect the status of any such REMIC as a REMIC under the Code or result in
imposition of a tax on any such REMIC. Permitted Investments that are subject
to prepayment or call may not be purchased at a price in excess of par.

                  Permitted Transferee: Any Person other than (i) the United
States, any State or political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
International Organization or any agency or instrumentality of either of the
foregoing, (iii) an organization (except certain farmers' cooperatives
described in section 521 of the Code) that is exempt from tax imposed by
Chapter 1 of the Code (including the tax imposed by section 511 of the Code on
unrelated business taxable income) on any excess inclusions (as defined in
section 860E(c)(1) of the Code) with respect to any Class A-R Certificate,
(iv) rural electric and telephone cooperatives described in section
1381(a)(2)(C) of the Code, (v) an "electing large partnership" as defined in
section 775 of the Code, (vi) a Person that is not a citizen or resident of
the United States, a corporation, partnership, or other entity (treated as a
corporation or a partnership for federal income tax purposes) created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia, or an estate whose income from sources without the
United States is includible in gross income for United States federal income
tax purposes regardless of its connection with the conduct of a trade or
business within the United States, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States Persons have authority to control all
substantial decisions of the trustor unless such Person has furnished the
transferor and the Trustee with a duly completed Internal Revenue Service Form
W-8ECI, and (vii) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a Class A-R
Certificate to such Person may cause any REMIC formed hereunder to fail to
qualify as a REMIC at any time that any Certificates are



                                      37
<PAGE>

Outstanding. The terms "United States," "State" and "International
Organization" shall have the meanings set forth in section 7701 of the Code or
successor provisions. A corporation will not be treated as an instrumentality
of the United States or of any State or political subdivision thereof for
these purposes if all of its activities are subject to tax and, with the
exception of the Federal Home Loan Mortgage Corporation, a majority of its
board of directors is not selected by such government unit.

                  Person: Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government, or any agency or political
subdivision thereof.

                  Plan: An "employee benefit plan" as defined in section 3(3)
of ERISA that is subject to Title I of ERISA, a "plan" as defined in section
4975 of the Code that is subject to section 4975 of the Code, or any Person
investing on behalf of or with plan assets (as defined in 29 CFR ss.2510.3-101
or otherwise under ERISA) of such an employee benefit plan or plan.

                  Pool Net Rate Cap:  As defined in the Preliminary Statement.

                  Pool Stated Principal Balance: The aggregate of the Stated
Principal Balances of the Mortgage Loans which were Outstanding Mortgage
Loans.

                  Pre-Funded Amount: The amount deposited in the Pre-Funding
Account on the Closing Date, which shall equal $462.88.

                  Pre-Funding Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.05 in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York, in trust for registered holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-14." Funds in the Pre-Funding Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this Agreement and shall not be a part of any REMIC created hereunder,
provided, however that any investment income earned from Permitted Investments
made with funds in the Pre-Funding Account will be for the account of CHL.

                  Preference Claim:  As defined in Section 4.06(h).

                  Prepayment Assumption: The applicable rate of prepayment, as
described in the Prospectus Supplement relating to the Certificates.

                  Prepayment Charge: With respect to any Mortgage Loan, the
charges or premiums, if any, due in connection with a full or partial
prepayment of such Mortgage Loan within the related Prepayment Charge Period
in accordance with the terms thereof (other than any Master Servicer
Prepayment Charge Payment Amount).

                  Prepayment Charge Period: With respect to any Mortgage Loan,
the period of time during which a Prepayment Charge may be imposed.

                  Prepayment Charge Schedule: As of the Initial Cut-off Date
with respect to each Initial Mortgage Loan and as of the Subsequent Cut-off
Date with respect to each Subsequent



                                      38
<PAGE>

Mortgage Loan, a list attached hereto as Schedule I (including the Prepayment
Charge Summary attached thereto), setting forth the following information with
respect to each Prepayment Charge:

                           (i) the Mortgage Loan identifying number;

                           (ii) a code indicating the type of Prepayment
                  Charge;

                           (iii) the state of origination of the related
                  Mortgage Loan;

                           (iv) the date on which the first monthly payment
                  was due on the related Mortgage Loan;

                           (v) the term of the related Prepayment Charge; and

                           (vi) the principal balance of the related Mortgage
                  Loan as of the Cut-off Date.

                  As of the Closing Date, the Prepayment Charge Schedule shall
contain the necessary information for each Initial Mortgage Loan. The
Prepayment Charge Schedule shall be amended by the Master Servicer upon the
sale of any Subsequent Mortgage Loans to the Trust Fund. In addition, the
Prepayment Charge Schedule shall be amended from time to time by the Master
Servicer in accordance with the provisions of this Agreement and a copy of
each related amendment shall be furnished by the Master Servicer to the Class
P and Class C Certificateholders and the NIM Insurer.

                  Prepayment Interest Excess: With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment
during the period from the related Due Date to the end of the related
Prepayment Period, any payment of interest received in connection therewith
(net of any applicable Servicing Fee) representing interest accrued for any
portion of such month of receipt.

                  Prepayment Interest Shortfall: With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a partial
Principal Prepayment or a Principal Prepayment in full during the period from
the beginning of the related Prepayment Period to the Due Date in such
Prepayment Period (other than a Principal Prepayment in full resulting from
the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 3.12 or
9.01 hereof) and for each Mortgage Loan that became a Liquidated Mortgage Loan
during the related Due Period, the amount, if any, by which (i) one month's
interest at the applicable Net Mortgage Rate on the Stated Principal Balance
of such Mortgage Loan immediately prior to such prepayment (or liquidation) or
in the case of a partial Principal Prepayment on the amount of such prepayment
(or Liquidation Proceeds) exceeds (ii) the amount of interest paid or
collected in connection with such Principal Prepayment or such Liquidation
Proceeds.

                  Prepayment Period: As to any Distribution Date and related
Due Date, the period beginning with the opening of business on the sixteenth
day of the calendar month preceding the month in which such Distribution Date
occurs (or, with respect to the first Distribution Date, the period beginning
with the opening of business on the day immediately following the Initial
Cut-




                                      39
<PAGE>

off Date) and ending on the close of business on the fifteenth day of the
month in which such Distribution Date occurs.

                  Prime Rate: The prime commercial lending rate of The Bank of
New York, as publicly announced to be in effect from time to time. The Prime
Rate shall be adjusted automatically, without notice, on the effective date of
any change in such prime commercial lending rate. The Prime Rate is not
necessarily The Bank of New York's lowest rate of interest.

                  Principal Distribution Amount: With respect to each
Distribution Date and a Loan Group, the sum of (i) the Principal Remittance
Amount for such Loan Group for such Distribution Date less any portion of such
amount used to cover any payment due to the Swap Counterparty with respect to
such Distribution Date pursuant to Section 4.09, (ii) the Extra Principal
Distribution Amount for such Loan Group for such Distribution Date, and (iii)
with respect to the Distribution Date immediately following the end of the
Funding Period, the amount, if any, remaining in the Pre-Funding Account at
the end of the Funding Period (net of any investment income therefrom)
allocable to such Loan Group, minus (iv) (a) the amount of any Group 1
Overcollateralization Reduction Amount, in the case of Loan Group 1, (b) the
amount of any Group 2 Overcollateralization Reduction Amount, in the case of
Loan Group 2 and (c) the amount of any Group 3 Overcollateralization Reduction
Amount, in the case of Loan Group 3.

                  Principal Prepayment: Any Mortgagor payment or other
recovery of (or proceeds with respect to) principal on a Mortgage Loan
(including loans purchased or repurchased under Sections 2.02, 2.03, 2.04,
3.12 and 9.01 hereof) that is received in advance of its scheduled Due Date to
the extent it is not accompanied by an amount as to interest representing
scheduled interest due on any date or dates in any month or months subsequent
to the month of prepayment. Partial Principal Prepayments shall be applied by
the Master Servicer in accordance with the terms of the related Mortgage Note.

                  Principal Relocation Payment: In the case of the Variable
Loan Groups and Variable Interests only, a payment from any Loan Group to a
REMIC 2 Interest other than a Regular Interest corresponding to that Loan
Group as provided in the Preliminary Statement. Principal Relocation Payments
shall be made of principal allocations comprising the Principal Remittance
Amount from a Loan Group and shall include a proportionate allocation of
Realized Losses from the Mortgage Loans of such Loan Group.

                  Principal Remittance Amount: With respect to the Mortgage
Loans in each Loan Group and any Distribution Date, (a) the sum, without
duplication, of: (i) the scheduled principal collected with respect to the
Mortgage Loans during the related Due Period or advanced with respect to such
Distribution Date, (ii) Principal Prepayments collected in the related
Prepayment Period, with respect to the Mortgage Loans, (iii) the Stated
Principal Balance of each Mortgage Loan that was repurchased by a Seller or
purchased by the Master Servicer with respect to such Distribution Date, (iv)
the amount, if any, by which the aggregate unpaid principal balance of any
Replacement Mortgage Loans delivered by the Sellers in connection with a
substitution of a Mortgage Loan is less than the aggregate unpaid principal
balance of any Deleted Mortgage Loans and (v) all Liquidation Proceeds (to the
extent such Liquidation Proceeds related to principal) and Subsequent
Recoveries collected during the related Due Period; less (b) all



                                      40
<PAGE>

Advances relating to principal and certain expenses reimbursable pursuant to
Section 6.03 and reimbursed during the related Due Period, in each case with
respect to such Loan Group.

                  Principal Reserve Fund: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section 3.08 in
the name of the Trustee for the benefit of the Certificateholders and
designated "The Bank of New York in trust for registered Holders of CWABS,
Inc., Asset-Backed Certificates, Series 2005-14". Funds in the Principal
Reserve Fund shall be held in trust for the Certificateholders for the uses
and purposes set forth in this Agreement.

                  Private Certificates:  The Class C and Class P Certificates.

                  Prospectus: The prospectus dated November 16, 2005, relating
to asset-backed securities to be sold by the Depositor.

                  Prospectus Supplement: The prospectus supplement dated
December 16, 2005, relating to the public offering of the certain Classes of
Certificates offered thereby.

                  PTCE 95-60:  As defined in Section 5.02(b).

                  PUD:  A Planned Unit Development.

                  Purchase Price: With respect to any Mortgage Loan (x)
required to be (1) repurchased by a Seller or purchased by the Master
Servicer, as applicable, pursuant to Section 2.02, 2.03 or 3.12 hereof or (2)
repurchased by the Depositor pursuant to Section 2.04 hereof, or (y) that the
Master Servicer has a right to purchase pursuant to Section 3.12 hereof, an
amount equal to the sum of (i) 100% of the unpaid principal balance (or, if
such purchase or repurchase, as the case may be, is effected by the Master
Servicer, the Stated Principal Balance) of the Mortgage Loan as of the date of
such purchase, (ii) accrued interest thereon at the applicable Mortgage Rate
(or, if such purchase or repurchase, as the case may be, is effected by the
Master Servicer, at the Net Mortgage Rate) from (a) the date through which
interest was last paid by the Mortgagor (or, if such purchase or repurchase,
as the case may be, is effected by the Master Servicer, the date through which
interest was last advanced and not reimbursed by the Master Servicer) to (b)
the Due Date in the month in which the Purchase Price is to be distributed to
Certificateholders and (iii) any costs, expenses and damages incurred by the
Trust Fund resulting from any violation of any predatory or abusive lending
law in connection with such Mortgage Loan.

                  Rating Agency: Each of Moody's and S&P. If any such
organization or its successor is no longer in existence, "Rating Agency" shall
be a nationally recognized statistical rating organization, or other
comparable Person, designated by the Depositor, notice of which designation
shall be given to the Trustee. References herein to a given rating category of
a Rating Agency shall mean such rating category without giving effect to any
modifiers.

                  Realized Loss: With respect to each Liquidated Mortgage
Loan, an amount (not less than zero or more than the Stated Principal Balance
of the Mortgage Loan) as of the date of such liquidation, equal to (i) the
Stated Principal Balance of such Liquidated Mortgage Loan as of the date of
such liquidation, minus (ii) the Liquidation Proceeds, if any, received in
connection



                                      41
<PAGE>

with such liquidation during the month in which such liquidation
occurs, to the extent applied as recoveries of principal of the Liquidated
Mortgage Loan. With respect to each Mortgage Loan that has become the subject
of a Deficient Valuation, (i) if the value of the related Mortgaged Property
was reduced below the principal balance of the related Mortgage Note, the
amount by which the value of the Mortgaged Property was reduced below the
principal balance of the related Mortgage Note, and (ii) if the principal
amount due under the related Mortgage Note has been reduced, the difference
between the principal balance of the Mortgage Loan outstanding immediately
prior to such Deficient Valuation and the principal balance of the Mortgage
Loan as reduced by the Deficient Valuation. With respect to each Mortgage Loan
that has become the subject of a Debt Service Reduction and any Distribution
Date, the amount, if any, by which the related Scheduled Payment was reduced.

                  Record Date: With respect to any Distribution Date and the
Interest-Bearing Certificates, the Business Day immediately preceding such
Distribution Date, or if such Certificates are no longer Book-Entry
Certificates, the last Business Day of the month preceding the month of such
Distribution Date. With respect to the Class A-R, Class C and Class P
Certificates, the last Business Day of the month preceding the month of a
Distribution Date.

                  Reference Bank Rate: With respect to any Accrual Period, the
arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple
of 0.03125%) of the offered rates for United States dollar deposits for one
month that are quoted by the Reference Banks as of 11:00 a.m., New York City
time, on the related Interest Determination Date to prime banks in the London
interbank market for a period of one month in amounts approximately equal to
the outstanding aggregate Certificate Principal Balance of the
Interest-Bearing Certificates on such Interest Determination Date, provided
that at least two such Reference Banks provide such rate. If fewer than two
offered rates appear, the Reference Bank Rate will be the arithmetic mean
(rounded upwards, if necessary, to the nearest whole multiple of 0.03125%) of
the rates quoted by one or more major banks in New York City, selected by the
Trustee, as of 11:00 a.m., New York City time, on such date for loans in U.S.
dollars to leading European banks for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance of the
Interest-Bearing Certificates on such Interest Determination Date.

                  Reference Banks: Barclays Bank PLC, Deutsche Bank and
NatWest, N.A., provided that if any of the foregoing banks are not suitable to
serve as a Reference Bank, then any leading banks selected by the Trustee
which are engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with the Depositor, CHL or the Master Servicer and (iii) which have been
designated as such by the Trustee.

                  Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection with the refinancing of an existing mortgage loan.

                  Regular Certificate: Any Certificate other than the Class
A-R Certificates.

                  Relief Act:  The Servicemembers Civil Relief Act.


                                      42
<PAGE>

                  REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits which appear at section
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations and rulings promulgated thereunder, as the
foregoing may be in effect from time to time.

                  Remittance Report: A report prepared by the Master Servicer
and delivered to the Trustee and the NIM Insurer in accordance with Section
4.04.

                  REO Property: A Mortgaged Property acquired by the Master
Servicer through foreclosure or deed-in-lieu of foreclosure in connection with
a defaulted Mortgage Loan.

                  Replacement Mortgage Loan: A Mortgage Loan substituted by a
Seller for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in a Request for File Release, (i) have a Stated
Principal Balance, after deduction of the principal portion of the Scheduled
Payment due in the month of substitution, not in excess of, and not less than
90% of the Stated Principal Balance of the Deleted Mortgage Loan; (ii) with
respect to any Fixed Rate Mortgage Loan, have a Mortgage Rate not less than or
no more than 1% per annum higher than the Mortgage Rate of the Deleted
Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan: (a) have
a Maximum Mortgage Rate no more than 1% per annum higher or lower than the
Maximum Mortgage Rate of the Deleted Mortgage Loan; (b) have a Minimum
Mortgage Rate no more than 1% per annum higher or lower than the Minimum
Mortgage Rate of the Deleted Mortgage Loan; (c) have the same Index and
intervals between Adjustment Dates as that of the Deleted Mortgage Loan; (d)
have a Gross Margin not more than 1% per annum higher or lower than that of
the Deleted Mortgage Loan; and (e) have an Initial Periodic Rate Cap and a
Subsequent Periodic Rate Cap each not more than 1% lower than that of the
Deleted Mortgage Loan; (iii) have the same or higher credit quality
characteristics than that of the Deleted Mortgage Loan; (iv) be accruing
interest at a rate not more than 1% per annum higher or lower than that of the
Deleted Mortgage Loan; (v) have a Loan-to-Value Ratio no higher than that of
the Deleted Mortgage Loan; (vi) have a remaining term to maturity not greater
than (and not more than one year less than) that of the Deleted Mortgage Loan;
(vii) not permit conversion of the Mortgage Rate from a fixed rate to a
variable rate or vice versa; (viii) provide for a Prepayment Charge on terms
substantially similar to those of the Prepayment Charge, if any, of the
Deleted Mortgage Loan; (ix) have the same occupancy type and lien priority as
the Deleted Mortgage Loan; and (x) comply with each representation and
warranty set forth in Section 2.03 as of the date of substitution; provided,
however, that notwithstanding the foregoing, to the extent that compliance
with clause (x) of this definition would cause a proposed Replacement Mortgage
Loan to fail to comply with one or more of clauses (i), (ii), (iv), (viii)
and/or (ix) of this definition, then such proposed Replacement Mortgage Loan
must comply with clause (x) and need not comply with one or more of clauses
(i), (ii), (iv), (viii) and/or (ix), to the extent, and only to the extent,
necessary to assure that the Replacement Mortgage Loan otherwise complies with
clause (x).

                  Representing Party:  As defined in Section 2.03(e).

                  Request for Document Release: A Request for Document Release
submitted by the Master Servicer to the Trustee, substantially in the form of
Exhibit M.


                                      43
<PAGE>

                  Request for File Release: A Request for File Release
submitted by the Master Servicer to the Trustee, substantially in the form of
Exhibit N.

                  Required Carryover Reserve Fund Deposit: With respect to any
Distribution Date, an amount equal to the excess of (i) $10,000 over (ii) the
amount of funds on deposit in the Carryover Reserve Fund.

                  Return Amount:  As defined in the Swap Contract.

                  Required Distributions: As defined in the Class 2-A-2
Policy.

                  Required Insurance Policy: With respect to any Mortgage
Loan, any insurance policy that is required to be maintained from time to time
under this Agreement.

                  Responsible Officer: When used with respect to the Trustee,
any Vice President, any Assistant Vice President, the Secretary, any Assistant
Secretary, any Trust Officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also to whom, with respect to a particular matter, such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

                  Rolling Sixty-Day Delinquency Rate: With respect to any
Distribution Date on or after the Stepdown Date and any Loan Group or Loan
Groups, the average of the Sixty-Day Delinquency Rates for such Loan Group or
Loan Groups and such Distribution Date and the two immediately preceding
Distribution Dates.

                  Rule 144A:  Rule 144A under the Securities Act.

                  Rule 144A Letter:  As defined in Section 5.02(b).

                  S&P: Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and its successors.

                  Scheduled Payment: With respect to any Mortgage Loan, the
scheduled monthly payment of principal and/or interest due on any Due Date on
such Mortgage Loan which is payable by the related Mortgagor from time to time
under the related Mortgage Note, determined: (a) after giving effect to (i)
any Deficient Valuation and/or Debt Service Reduction with respect to such
Mortgage Loan and (ii) any reduction in the amount of interest collectible
from the related Mortgagor pursuant to the Relief Act or any similar state or
local law; (b) without giving effect to any extension granted or agreed to by
the Master Servicer pursuant to Section 3.05(a); and (c) on the assumption
that all other amounts, if any, due under such Mortgage Loan are paid when
due.

                  Securities Act:  The Securities Act of 1933, as amended.

                  Sellers: CHL, in its capacity as seller of the CHL Mortgage
Loans to the Depositor, Park Monaco, in its capacity as seller of the Park
Monaco Mortgage Loans to the


                                      44
<PAGE>

Depositor and Park Sienna, in its capacity as seller of the Park Sienna
Mortgage Loans to the Depositor.

                  Seller Shortfall Interest Requirement: With respect to the
Distribution Date in each of January 2006 and February 2006, is the sum of:

                  (a)  the product of: (1) the excess of the aggregate
Stated Principal Balances for such Distribution Date of all the Mortgage Loans
in the Mortgage Pool (including the Subsequent Mortgage Loans, if any) owned
by the Trust Fund at the beginning of the related Due Period, over the
aggregate Stated Principal Balance for such Distribution Date of such Mortgage
Loans (including such Subsequent Mortgage Loans, if any) that have a scheduled
payment of interest due in the related Due Period, and (2) a fraction, the
numerator of which is the weighted average Net Mortgage Rate of all the
Mortgage Loans in the Mortgage Pool (including such Subsequent Mortgage Loans,
if any) (weighted on the basis of the Stated Principal Balances thereof for
such Distribution Date) and the denominator of which is 12; and

                  (b)  the lesser of:

                      (i) the product of: (1) the amount on deposit in
the Pre-Funding Account at the beginning of the related Due Period, and (2) a
fraction, the numerator of which is the weighted average Net Mortgage Rate of
the Mortgage Loans (including Subsequent Mortgage Loans, if any) owned by the
Trust Fund at the beginning of the related Due Period (weighted on the basis
of the Stated Principal Balances thereof for such Distribution Date) and the
denominator of which is 12; and

                     (ii) the excess of (x) the sum of (1) the amount of
Current Interest and Interest Carry Forward Amount due and payable on the
Interest-Bearing Certificates and (2) the Class 2-A-2 Premium, in each case
for that Distribution Date, over (y) the sum of (1) Interest Funds (less any
portion of Interest Funds allocated to the Swap Trust to cover any Net Swap
Payment or Swap Termination Payment (other than a Swap Termination Payment due
to a Swap Counterparty Trigger Event) due to the Swap Counterparty with
respect to such Distribution Date) otherwise available to pay Current Interest
and the Interest Carry Forward Amount on the Interest-Bearing Certificates and
the Class 2-A-2 Premium, in each case for that Distribution Date and (2) any
Net Swap Payment received by the Swap Contract Administrator from the Swap
Counterparty for such Distribution Date and allocated to the Swap Trust to pay
Current Interest and Interest Carry Forward Amounts on the Interest-Bearing
Certificates for such Distribution Date (after giving effect to the addition
of any amounts in clause (a) of this definition of Seller Shortfall Interest
Requirement to Interest Funds for such Distribution Date).

                  Senior Certificates:  The Class A and Class A-R Certificates.

                  Senior Enhancement Percentage: With respect to a
Distribution Date on or after the Stepdown Date, the fraction (expressed as a
percentage) (1) the numerator of which is the excess of (a) the aggregate
Stated Principal Balance of the Mortgage Loans for the preceding Distribution
Date over (b) (i) before the Certificate Principal Balances of the Senior
Certificates have been reduced to zero, the sum of the Certificate Principal
Balances of the Senior Certificates, or (ii) after the Certificate Principal
Balances of the Senior Certificates have been



                                      45
<PAGE>

reduced to zero, the Certificate Principal Balance of the most senior Class of
Subordinate Certificates outstanding, as of the related Master Servicer
Advance Date, and (2) the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans for the preceding Distribution Date.

                  Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in the performance by the Master
Servicer of its servicing obligations hereunder, including, but not limited
to, the cost of (i) the preservation, restoration and protection of a
Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO Property and
(iv) compliance with the obligations under Section 3.10.

                  Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's interest at the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage Loan for the preceding Distribution
Date or, in the event of any payment of interest that accompanies a Principal
Prepayment in full made by the Mortgagor, interest at the Servicing Fee Rate
on the Stated Principal Balance of such Mortgage Loan for the period covered
by such payment of interest.

                  Servicing Fee Rate: With respect to each Mortgage Loan,
0.50% per annum.

                  Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name and facsimile signature appear on a list of
servicing officers furnished to the Trustee by the Master Servicer on the
Closing Date pursuant to this Agreement, as such list may from time to time be
amended.

                  Sixty-Day Delinquency Rate: With respect to any Distribution
Date on or after the related Stepdown Date and any Loan Group or Loan Groups,
a fraction, expressed as a percentage, the numerator of which is the aggregate
Stated Principal Balance for such Distribution Date of all Mortgage Loans in
such Loan Group or Loan Groups 60 or more days delinquent as of the close of
business on the last day of the calendar month preceding such Distribution
Date (including Mortgage Loans in foreclosure, bankruptcy and REO Properties)
and the denominator of which is the aggregate Stated Principal Balance for
such Distribution Date of all Mortgage Loans in such Loan Group or Loan
Groups.

                  Stated Principal Balance: With respect to any Mortgage Loan
or related REO Property (i) as of the Cut-off Date, the unpaid principal
balance of the Mortgage Loan as of such date (before any adjustment to the
amortization schedule for any moratorium or similar waiver or grace period),
after giving effect to any partial prepayments or Liquidation Proceeds
received prior to such date and to the payment of principal due on or prior to
such date and irrespective any delinquency in payment by the related
Mortgagor, and (ii) as of any other Distribution Date, the Stated Principal
Balance of the Mortgage Loan as of its Cut-off Date, minus the sum of (a) the
principal portion of the Scheduled Payments (x) due with respect to such
Mortgage Loan during each Due Period ending prior to such Distribution Date
and (y) that were received by the Master Servicer as of the close of business
on the Determination Date related to such Distribution Date or with respect to
which Advances were made as of the Master Servicer Advance Date related to
such Distribution Date, (b) all Principal Prepayments with respect to



                                      46
<PAGE>

such Mortgage Loan received by the Master Servicer during each Prepayment
Period ending prior to such Distribution Date and (c) all Liquidation Proceeds
collected with respect to such Mortgage Loan during each Due Period ending
prior to such Distribution Date, to the extent applied by the Master Servicer
as recoveries of principal in accordance with Section 3.12. The Stated
Principal Balance of any Mortgage Loan that becomes a Liquidated Mortgage Loan
will be zero on each date following the Due Period in which such Mortgage Loan
becomes a Liquidated Mortgage Loan. References herein to the Stated Principal
Balance of the Mortgage Loans at any time shall mean the aggregate Stated
Principal Balance of all Mortgage Loans in the Trust Fund as of such time, and
references herein to the Stated Principal Balance of a Loan Group at any time
shall mean the aggregate Stated Principal Balance of all Mortgage Loans in
such Loan Group at such time.

                  Stepdown Date: The earlier to occur of (a) the Distribution
Date on which the aggregate Certificate Principal Balance of the Senior
Certificates is reduced to zero, and (b) the later to occur of (x) the
Distribution Date in January 2009 and (y) the first Distribution Date on which
the aggregate Certificate Principal Balance of the Senior Certificates (after
calculating anticipated distributions on such Distribution Date) is less than
or equal to 58.40% of the aggregate Stated Principal Balance of the Mortgage
Loans for such Distribution Date.

                  Stepdown Target Subordination Percentage: For each Class of
Subordinate Certificates, the respective percentage indicated in the following
table:

                                               Stepdown Target Subordination
                                                         Percentage
                                             ---------------------------------
Class M-1.................................                 34.40%
Class M-2.................................                 28.00%
Class M-3.................................                 23.90%
Class M-4.................................                 20.30%
Class M-5.................................                 16.90%
Class M-6.................................                 13.80%
Class M-7.................................                 11.20%
Class M-8.................................                  8.70%
Class B...................................                  6.40%


                  Subordinate Certificates: The Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
Certificates.

                  Subordinate Class Principal Distribution Amount: With
respect to any Distribution Date and any Class of Subordinate Certificates,
the excess of (1) the sum of (a) the aggregate Certificate Principal Balance
of the Class A Certificates (after taking into account distribution of the
Class A Principal Distribution Target Amount for such Distribution Date), (b)
the aggregate Certificate Principal Balance of any Class(es) of Subordinate
Certificates that are senior to the subject Class (in each case, after taking
into account distribution of the Subordinate Class Principal Distribution
Amount(s) for such senior Class(es) of Certificates for such Distribution
Date), and (c) the Certificate Principal Balance of the subject Class of
Subordinate


                                      47
<PAGE>

Certificates immediately prior to such Distribution Date over (2)
the lesser of (a) the product of (x) 100% minus the Stepdown Target
Subordination Percentage for the subject Class of Certificates and (y) the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date and (b) the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date minus the OC Floor for such Distribution Date;
provided, however, that if such Class of Subordinate Certificates is the only
Class of Subordinate Certificates outstanding on such Distribution Date, that
Class will be entitled to receive the entire remaining Principal Distribution
Amount for Loan Group 1, Loan Group 2 and Loan Group 3 until the Certificate
Principal Balance thereof is reduced to zero.

                  Subordinate Component Balance: With respect to any
Distribution Date and for each of Loan Group 1, Loan Group 2 and Loan Group 3,
the excess of the principal balance of the Mortgage Loans in such Loan Group
as of the first day of the related Due Period (after giving effect to
Principal Prepayments received in the Prepayment Period ending during such Due
Period) over the Certificate Principal Balance of the Class 1-A-1 Certificates
in the case of Loan Group 1, the Class 2-A Certificates in the case of Loan
Group 2 and the Class 3-A Certificates in the case of Loan Group 3, in each
case immediately prior to that Distribution Date.

                  Subordinate Net Rate Cap: With respect to each Distribution
Date and each Class of Subordinate Certificates, the weighted average of the
Net Rate Cap for the Class 1-A-1 Certificates, Class 2-A-1 Certificates and
Class 3-A Certificates (weighted by an amount equal to the positive difference
(if any) of the sum of the aggregate Stated Principal Balance of the Mortgage
Loans in the related Loan Group and the amount on deposit in the Pre-Funding
Account in respect to that Loan Group) over the outstanding aggregate
Certificate Principal Balance of the Class 1-A-1, Class 2-A Certificates and
Class 3-A Certificates, respectively.

                  Subordinate Tax Net Rate Cap: With respect to each
Distribution Date and each Class of Subordinate Certificates, the weighted
average of the Tax Net Rate Caps for the Class 1-A-1 Certificates, Class 2-A-1
Certificates and Class 3-A Certificates (weighted by an amount equal to the
positive difference (if any) of the sum of the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group and the amount on
deposit in the Pre-Funding Account in respect to that Loan Group) over the
outstanding aggregate Certificate Principal Balance of the Class 1-A-1, Class
2-A Certificates and Class 3-A Certificates, respectively.

                  Subsequent Certificate Account Deposit: With respect to any
Subsequent Transfer Date, an amount equal to the aggregate of all amounts in
respect of (i) principal of the related Subsequent Mortgage Loans due after
the related Subsequent Cut-off Date and received by the Master Servicer on or
before such Subsequent Transfer Date and not applied in computing the Cut-off
Date Principal Balance thereof and (ii) interest on the such Subsequent
Mortgage Loans due after such Subsequent Cut-off Date and received by the
Master Servicer on or before the Subsequent Transfer Date.

                  Subsequent Cut-off Date: In the case of any Subsequent
Mortgage Loan, the later of (x) the first day of the month of the related
Subsequent Transfer Date and (y) the date of origination of such Subsequent
Mortgage Loan.



                                      48
<PAGE>

                  Subsequent Mortgage Loan: Any Mortgage Loan conveyed to the
Trustee on a Subsequent Transfer Date, and listed on the related Loan Number
and Borrower Identification Mortgage Loan Schedule delivered pursuant to
Section 2.01(f). When used with respect to a single Subsequent Transfer Date,
"Subsequent Mortgage Loan" shall mean a Subsequent Mortgage Loan conveyed to
the Trustee on such Subsequent Transfer Date.

                  Subsequent Periodic Rate Cap: With respect to each
Adjustable Rate Mortgage Loan, the percentage specified in the related
Mortgage Note that limits permissible increases and decreases in the Mortgage
Rate on any Adjustment Date (other than the initial Adjustment Date).

                  Subsequent Recoveries: As to any Distribution Date, with
respect to a Liquidated Mortgage Loan that resulted in a Realized Loss in a
prior calendar month, unexpected amounts received by the Master Servicer (net
of any related expenses permitted to be reimbursed pursuant to Section 3.08
and 3.12) specifically related to such Liquidated Mortgage Loan after the
classification of such Mortgage Loan as a Liquidated Mortgage Loan.

                  Subsequent Transfer Agreement: A Subsequent Transfer
Agreement substantially in the form of Exhibit P hereto, executed and
delivered by the Sellers, the Depositor and the Trustee as provided in Section
2.01(d).

                  Subsequent Transfer Date: For any Subsequent Transfer
Agreement, the "Subsequent Transfer Date" identified in such Subsequent
Transfer Agreement; provided, however, the Subsequent Transfer Date for any
Subsequent Transfer Agreement must be a Business Day and may not be a date
earlier than the date on which the Subsequent Transfer Agreement is executed
and delivered by the parties thereto pursuant to Section 2.01(d).

                  Subsequent Transfer Date Purchase Amount: With respect to
any Subsequent Transfer Date, the "Subsequent Transfer Date Purchase Amount"
identified in the related Subsequent Transfer Agreement which shall be an
estimate of the aggregate Stated Principal Balances of the Subsequent Mortgage
Loans identified in such Subsequent Transfer Agreement.

                  Subsequent Transfer Date Transfer Amount: With respect to
any Subsequent Transfer Date, an amount equal to the lesser of (i) the
aggregate Stated Principal Balances as of the related Subsequent Cut-off Dates
of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, as
listed on the related Loan Number and Borrower Identification Mortgage Loan
Schedule delivered pursuant to Section 2.01(f) and (ii) the amount on deposit
in the Pre-Funding Account.

                  Subservicer:  As defined in Section 3.02(a).

                  Subservicing Agreement:  As defined in Section 3.02(a).

                  Substitution Adjustment Amount: The meaning ascribed to such
term pursuant to Section 2.03(e).

                  Substitution Amount: With respect to any Mortgage Loan
substituted pursuant to Section 2.03(e), the excess of (x) the principal
balance of the Mortgage Loan that is substituted




                                      49
<PAGE>

for, over (y) the principal balance of the related substitute Mortgage Loan,
each balance being determined as of the date of substitution.

                  Swap Account: The separate Eligible Account created and
initially maintained by the Swap Trustee pursuant to Section 4.09.

                  Swap Adjustment Rate: For any Distribution Date, a fraction,
the numerator of which is the sum of (a) the Net Swap Payment payable to the
Swap Counterparty with respect to such Distribution Date times a fraction, the
numerator of which is equal to 360 and the denominator of which is equal to
the actual number of days in the related Accrual Period and (b) any Swap
Termination Payment payable to the Swap Counterparty for such Distribution
Date (other than a Swap Termination Payment due to a Swap Counterparty Trigger
Event), and the denominator of which is equal to the sum of (i) the Stated
Principal Balance of the Mortgage Loans and (ii) the amount on deposit in the
Pre-Funding Account as of such Distribution Date.

                  Swap Contract: The transaction evidenced by the Confirmation
(as assigned to the Swap Contract Administrator pursuant to the Swap Contract
Assignment Agreement), a form of which is attached hereto as Exhibit U.

                  Swap Contract Administration Agreement: The swap contract
administration agreement dated as of the Closing Date among CHL, the Trustee
and the Swap Contract Administrator, a form of which is attached hereto as
Exhibit V-2.

                  Swap Contract Administrator: The Bank of New York, in its
capacity as swap contract administrator under the Swap Contract Administration
Agreement.

                  Swap Contract Assignment Agreement: The Assignment Agreement
dated as of the Closing Date among CHL, the Swap Contract Administrator and
the Swap Counterparty, a form of which is attached hereto as Exhibit V-1.

                  Swap Contract Termination Date: The Distribution Date in
March 2010.

                  Swap Counterparty: Lehman Brothers Special Financing Inc.
and its successors.

                  Swap Counterparty Trigger Event: Any of the following: (i)
an "Event of Default" under the Swap Contract with respect to which the Swap
Counterparty is the sole "Defaulting Party" (as defined in the Swap Contract)
or (ii) a "Termination Event" or "Additional Termination Event" under the Swap
Contract with respect to which the Swap Counterparty is the sole "Affected
Party" (as defined in the Swap Contract).

                  Swap Guarantee: The guaranty, dated as of December 21, 2005,
by the Swap Guarantor in favor of the Swap Contract Administrator, a form of
which is attached hereto as Exhibit V-3.

                  Swap Guarantor:  Lehman Brothers Holdings Inc.

                  Swap Termination Payment: The payment payable to either
party under the Swap Contract due to an early termination of the Swap
Contract.



                                      50
<PAGE>

                  Swap Trust:  The trust fund established by Section 4.09.

                  Swap Trustee: The Bank of New York, a New York banking
corporation, not in its individual capacity, but solely in its capacity as
trustee for the benefit of the Holders of the Interest-Bearing Certificates
under this Agreement, and any successor thereto, and any corporation or
national banking association resulting from or surviving any consolidation or
merger to which it or its successors may be a party and any successor trustee
as may from time to time be serving as successor trustee hereunder.

                  Tax Matters Person: The person designated as "tax matters
person" in the manner provided under Treasury regulation ss. 1.860F-4(d) and
Treasury regulation ss. 301.6231(a)(7)-1. Initially, this person shall be the
Trustee.

                  Tax Matters Person Certificate: With respect to the Master
REMIC, REMIC 1 and REMIC 2, the Class A-R Certificate with a Denomination of
$0.05 and in the form of Exhibit E hereto.

                  Terminator:  As defined in Section 9.01.

                  Three-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage Rate that is fixed for 36 months after origination thereof before
such Mortgage Rate becomes subject to adjustment.

                  Transfer: Any direct or indirect transfer or sale of any
Ownership Interest in a Certificate.

                  Transfer Affidavit:  As defined in Section 5.02(c).

                  Transferor Certificate:  As defined in Section 5.02(b).

                  Trigger Event: With respect to any Distribution Date on or
after the Stepdown Date, either a Delinquency Trigger Event with respect to
that Distribution Date or a Cumulative Loss Trigger Event with respect to that
Distribution Date.

                  Trust Fund: The corpus of the trust created hereunder
consisting of (i) the Mortgage Loans and all interest and principal received
on or with respect thereto after the Cut-off Date to the extent not applied in
computing the Cut-off Date Principal Balance thereof, exclusive of interest
not required to be deposited in the Certificate Account pursuant to Section
3.05(b)(2); (ii) the Certificate Account, the Distribution Account, the
Principal Reserve Fund, the Carryover Reserve Fund, the Credit Comeback Excess
Account, the Pre-Funding Account and all amounts deposited therein pursuant to
the applicable provisions of this Agreement; (iii) property that secured a
Mortgage Loan and has been acquired by foreclosure, deed in lieu of
foreclosure or otherwise; (iv) the mortgagee's rights under the Insurance
Policies with respect to the Mortgage Loan; (v) the rights of the Trustee for
the benefit of the Class 2-A-2 Certificateholders under the Class 2-A-2 Policy
and (vi) all proceeds of the conversion, voluntary or involuntary, of any of
the foregoing into cash or other liquid property.



                                      51
<PAGE>

                  Trustee: The Bank of New York, a New York banking
corporation, not in its individual capacity, but solely in its capacity as
trustee for the benefit of the Certificateholders under this Agreement, and
any successor thereto, and any corporation or national banking association
resulting from or surviving any consolidation or merger to which it or its
successors may be a party and any successor trustee as may from time to time
be serving as successor trustee hereunder.

                  Trustee Advance Notice:  As defined in Section 4.01(d).

                  Trustee Advance Rate: With respect to any Advance made by
the Trustee pursuant to Section 4.01(d), a per annum rate of interest
determined as of the date of such Advance equal to the Prime Rate in effect on
such date plus 5.00%.

                  Trustee Fee: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the sum of (i) the Pool
Stated Principal Balance and (ii) any amounts remaining in the Pre-Funding
Account (excluding any investment earnings thereon) with respect to such
Distribution Date.

                  Trustee Fee Rate: With respect to each Mortgage Loan, the
per annum rate agreed upon in writing on or prior to the Closing Date by the
Trustee and the Depositor, which is 0.009% per annum.

                  Two-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage Rate that is fixed for 24 months after origination thereof before
such Mortgage Rate becomes subject to adjustment.

                  Underwriter's Exemption: Prohibited Transaction Exemption
2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or
any substantially similar administrative exemption granted by the U.S.
Department of Labor.

                  Underwriters: Countrywide Securities Corporation, Bear,
Stearns & Co. Inc. and Greenwich Capital Markets, Inc.

                  Unpaid Realized Loss Amount: For any Class of Certificates
and any Distribution Date, (x) the portion of the aggregate Applied Realized
Loss Amount previously allocated to that Class remaining unpaid from prior
Distribution Dates minus (y) any increase in the Certificate Principal Balance
of that Class due to the allocation of Subsequent Recoveries to the
Certificate Principal Balance of that Class pursuant to Section 4.04(h).

                  Voting Rights: The voting rights of all the Certificates
that are allocated to any Certificates for purposes of the voting provisions
hereunder. Voting Rights allocated to each Class of Certificates shall be
allocated 97% to the Certificates other than the Class A-R, Class C and Class
P Certificates (with the allocation among the Certificates to be in proportion
to the Certificate Principal Balance of each Class relative to the Certificate
Principal Balance of all other such Classes), and 1% to each of the Class A-R,
Class C and Class P Certificates. Voting Rights will be allocated among the
Certificates of each such Class in accordance with their Notwithstanding any
of the foregoing, on any date on which any Class 2-A-2 Certificates are
outstanding or any amounts are owed the Class 2-A-2 Insurer under this
Agreement, unless a



                                      52
<PAGE>

Class 2-A-2 Insurer Default shall have occurred and be continuing, the Class
2-A-2 Insurer will be entitled to exercise the Voting Rights of the Class
2-A-2 Certificateholders, without the consent of the Class 2-A-2
Certificateholders, and the Class 2-A-2 Certificateholders may exercise
such rights only with the prior written consent of the Class 2-A-2 Insurer.

                  Section 1.02 Certain Interpretive Provisions.

                  All terms defined in this Agreement shall have the defined
meanings when used in any certificate, agreement or other document delivered
pursuant hereto unless otherwise defined therein. For purposes of this
Agreement and all such certificates and other documents, unless the context
otherwise requires: (a) accounting terms not otherwise defined in this
Agreement, and accounting terms partly defined in this Agreement to the extent
not defined, shall have the respective meanings given to them under generally
accepted accounting principles; (b) the words "hereof," "herein" and
"hereunder" and words of similar import refer to this Agreement (or the
certificate, agreement or other document in which they are used) as a whole
and not to any particular provision of this Agreement (or such certificate,
agreement or document); (c) references to any Section, Schedule or Exhibit are
references to Sections, Schedules and Exhibits in or to this Agreement, and
references to any paragraph, subsection, clause or other subdivision within
any Section or definition refer to such paragraph, subsection, clause or other
subdivision of such Section or definition; (d) the term "including" means
"including without limitation"; (e) references to any law or regulation refer
to that law or regulation as amended from time to time and include any
successor law or regulation; (f) references to any agreement refer to that
agreement as amended from time to time; and (g) references to any Person
include that Person's permitted successors and assigns.

                                 ARTICLE II.
                         CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

                  Section 2.01 Conveyance of Mortgage Loans.

                  (a) Each Seller hereby sells, transfers, assigns, sets over
and otherwise conveys to the Depositor, without recourse, all the right, title
and interest of such Seller in and to the applicable Initial Mortgage Loans,
including all interest and principal received and receivable by such Seller on
or with respect to applicable Initial Mortgage Loans after the Initial Cut-off
Date (to the extent not applied in computing the Cut-off Date Principal
Balance thereof) or deposited into the Certificate Account by the Master
Servicer on behalf of such Seller as part of the Initial Certificate Account
Deposit as provided in this Agreement, other than principal due on the
applicable Initial Mortgage Loans on or prior to the Initial Cut-off Date and
interest accruing prior to the Initial Cut-off Date. The Master Servicer
confirms that, on behalf of the Sellers, concurrently with the transfer and
assignment, it has deposited into the Certificate Account the Initial
Certificate Account Deposit.

                  Immediately upon the conveyance of the Initial Mortgage
Loans referred to in the preceding paragraph, the Depositor (i) sells,
transfers, assigns, sets over and otherwise conveys to the Trustee for benefit
of the Certificateholders and the Class 2-A-2 Insurer, without recourse,



                                      53
<PAGE>

all right title and interest in the Initial Mortgage Loans and (ii) causes the
Class 2-A-2 Insurer to deliver the Class 2-A-2 Policy to the Trustee.

                  CHL further agrees (x) to cause The Bank of New York to
enter into the Swap Contract Administration Agreement as Swap Contract
Administrator and (y) to assign all of its right, title and interest in and to
the interest rate corridor transaction evidenced by the Confirmation, and to
cause all of its obligations in respect of such transaction to be assumed by,
the Swap Contract Administrator, on the terms and conditions set forth in the
Swap Contract Assignment Agreement.

                  (b) Subject to the execution and delivery of the related
Subsequent Transfer Agreement as provided by Section 2.01(d) and the terms and
conditions of this Agreement, each Seller sells, transfers, assigns, sets over
and otherwise conveys to the Depositor, without recourse, on each Subsequent
Transfer Date, all the right, title and interest of such Seller in and to the
related Subsequent Mortgage Loans, including all interest and principal
received and receivable by such Seller on or with respect to such Subsequent
Mortgage Loans after the related Subsequent Cut-off Date (to the extent not
applied in computing the Cut-off Date Principal Balance thereof) or deposited
into the Certificate Account by the Master Servicer on behalf of such Seller
as part of any related Subsequent Certificate Account Deposit as provided in
this Agreement, other than principal due on such Subsequent Mortgage Loans on
or prior to the related Subsequent Cut-off Date and interest accruing prior to
the related Subsequent Cut-off Date.

                  Immediately upon the conveyance of the Subsequent Mortgage
Loans referred to in the preceding paragraph, the Depositor sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit of the
Certificateholders and the Class 2-A-2 Insurer, without recourse, all right
title and interest in the Subsequent Mortgage Loans.

                  (c) Each Seller has entered into this Agreement in
consideration for the purchase of the Mortgage Loans by the Depositor and has
agreed to take the actions specified herein. The Depositor, concurrently with
the execution and delivery of this Agreement, hereby sells, transfers, assigns
and otherwise conveys to the Trustee for the use and benefit of the
Certificateholders, without recourse, all right title and interest in the
portion of the Trust Fund not otherwise conveyed to the Trustee pursuant to
Section 2.01(a) or (b).

                  (d) On any Business Day during the Funding Period designated
by CHL to the Trustee, the Sellers, the Depositor and the Trustee shall
complete, execute and deliver a Subsequent Transfer Agreement. After the
execution and delivery of such Subsequent Transfer Agreement, on the
Subsequent Transfer Date, the Trustee shall set aside in the Pre-Funding
Account an amount equal to the related Subsequent Transfer Date Purchase
Amount.

                  (e) The transfer of Subsequent Mortgage Loans on the
Subsequent Transfer Date is subject to the satisfaction of each of the
following conditions:

                      (1) the Trustee and the Underwriters will be provided
          Opinions of Counsel addressed to the Rating Agencies as with respect
          to the sale of the Subsequent Mortgage Loans conveyed on such
          Subsequent Transfer Date (such opinions being



                                      54
<PAGE>

          substantially similar to the opinions delivered on the Closing
          Date to the Rating Agencies with respect to the sale of the
          Initial Mortgage Loans on the Closing Date), to be delivered as
          provided in Section 2.01(f);

                      (2) the execution and delivery of such Subsequent
          Transfer Agreement or conveyance of the related Subsequent Mortgage
          Loans does not result in a reduction or withdrawal of any ratings
          assigned to the Certificates by the Rating Agencies (without regard
          to the Class 2-A-2 Policy, in the case of the Class 2-A-2
          Certificates);

                      (3) the Depositor shall deliver to the Trustee an
          Officer's Certificate confirming the satisfaction of each of the
          conditions set forth in this Section 2.01(e) required to be
          satisfied by such Subsequent Transfer Date;

                      (4) each Subsequent Mortgage Loan conveyed on such
          Subsequent Transfer Date satisfies the representations and
          warranties applicable to it under this Agreement, provided, however,
          that with respect to a breach of a representation and warranty with
          respect to a Subsequent Mortgage Loan set forth in this clause (4),
          the obligation under Section 2.03(e) of this Agreement of the
          applicable Seller, to cure, repurchase or replace such Subsequent
          Mortgage Loan shall constitute the sole remedy against such Seller
          respecting such breach available to Certificateholders, the
          Depositor or the Trustee;

                      (5) the Subsequent Mortgage Loans conveyed on such
          Subsequent Transfer Date were selected in a manner reasonably
          believed not to be adverse to the interests of the
          Certificateholders;

                      (6) no Subsequent Mortgage Loan conveyed on such
          Subsequent Transfer Date was 30 or more days delinquent;

                      (7) following the conveyance of the Subsequent Mortgage
          Loans on such Subsequent Transfer Date, the characteristics of each
          Loan Group will not vary by more than the amount specified below
          (other than the percentage of Mortgage Loans secured by Mortgaged
          Properties located in the State of California, which will not exceed
          50% of the Mortgage Pool and the percentage of mortgage loans in the
          Credit Grade Categories of "C" or below, which will not exceed 10%
          of the Mortgage Loans in each Loan Group) from the characteristics
          listed below; provided that for the purpose of making such
          calculations, the characteristics for any Initial Mortgage Loan made
          will be taken as of the Initial Cut-off Date and the characteristics
          for any Subsequent Mortgage Loans will be taken as of the Subsequent
          Cut-off Date;
<TABLE>
<CAPTION>

             Loan Group 1

             Characteristic                                                              Permitted Variance or Range
             -----------------------                                                     ---------------------------
             <S>                                                           <C>                     <C>
             Average Stated Principal Balance.......................       $157,416                  10%
             Weighted Average Mortgage Rate.........................        7.580%                  0.10%
             Weighted Average Original Loan-to-Value                        79.98%                   3%
             Ratio..................................................



                                      55
<PAGE>

             Weighted Average Remaining Term to Maturity............      357 months              3 months
             Weighted Average Credit Bureau Risk Score..............      599 points              5 points


             Loan Group 2

             Characteristic                                                              Permitted Variance or Range
             -----------------------                                                     ---------------------------
             Average Stated Principal Balance.......................       $175,126                  10%
             Weighted Average Mortgage Rate.........................        7.514%                  0.10%
             Weighted Average Original Loan-to-Value
             Ratio..................................................        79.47%                   3%
             Weighted Average Remaining Term to Maturity............      358 months              3 months
             Weighted Average Credit Bureau Risk Score..............      610 points              5 points


             Loan Group 3

             Characteristic                                                              Permitted Variance or Range
             ------------------------                                                    ---------------------------
             Average Stated Principal Balance.......................       $214,438                  10%
             Weighted Average Mortgage Rate.........................        7.297%                  0.10%
             Weighted Average Original Loan-to-Value Ratio..........        78.84%                   3%
             Weighted Average Remaining Term to Maturity............      357 months              3 months
             Weighted Average Credit Bureau Risk Score..............      620 points              5 points
</TABLE>


                      (8) none of the Sellers or the Depositor is insolvent
          and neither of the Sellers nor the Depositor will be rendered
          insolvent by the conveyance of Subsequent Mortgage Loans on such
          Subsequent Transfer Date; and

                      (9) the Trustee and the Underwriters will be provided
          with an Opinion of Counsel, which Opinion of Counsel shall not be at
          the expense of either the Trustee or the Trust Fund, addressed to
          the Trustee, to the effect that such purchase of Subsequent Mortgage
          Loans will not (i) result in the imposition of the tax on
          "prohibited transactions" on the Trust Fund or contributions after
          the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of
          the Code, respectively or (ii) cause any REMIC formed hereunder to
          fail to qualify as a REMIC, such opinion to be delivered as provided
          in Section 2.01(f).

                  The Trustee shall not be required to investigate or
otherwise verify compliance with these conditions, except for its own receipt
of documents specified above, and shall be entitled to rely on the required
Officer's Certificate.


                                      56
<PAGE>

                  (f) Within six Business Days after each Subsequent Transfer
Date, upon (1) delivery to the Trustee by the Depositor of the Opinions of
Counsel referred to in Section 2.01(e)(1) and (e)(9), (2) delivery to the
Trustee by CHL (on behalf of each Seller) of a Loan Number and Borrower
Identification Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans
conveyed on such Subsequent Transfer Date and the Loan Group into which each
Subsequent Mortgage Loan was conveyed, (3) deposit in the Certificate Account
by the Master Servicer on behalf of the Sellers of the applicable Subsequent
Certificate Account Deposit, and (4) delivery to the Trustee by the Depositor
of an Officer's Certificate confirming the satisfaction of each of the
conditions precedent set forth in this Section 2.01(f), the Trustee shall pay
the applicable Seller the Subsequent Transfer Date Transfer Amount from such
funds that were set aside in the Pre-Funding Account pursuant to Section
2.01(d). The positive difference, if any, between the Subsequent Transfer Date
Transfer Amount and the Subsequent Transfer Date Purchase Amount shall be
re-invested by the Trustee in the Pre-Funding Account.

                  The Trustee shall not be required to investigate or
otherwise verify compliance with the conditions set forth in the preceding
paragraph, except for its own receipt of documents specified above, and shall
be entitled to rely on the required Officer's Certificate.

                  Within thirty days after each Subsequent Transfer Date, the
Depositor shall deliver to the Trustee a letter of a nationally recognized
firm of independent public accountants stating whether or not the Subsequent
Mortgage Loans conveyed on such Subsequent Transfer Date conform to the
characteristics described in Section 2.01(e)(6) and (7).

                  (g) In connection with the transfer and assignment of each
Mortgage Loan, the Depositor has delivered to, and deposited with, the Trustee
(or, in the case of the Delay Delivery Mortgage Loans, will deliver to, and
deposit with, the Trustee within the time periods specified in the definition
of Delay Delivery Mortgage Loans) (except as provided in clause (6) below) for
the benefit of the Certificateholders, the following documents or instruments
with respect to each such Mortgage Loan so assigned (with respect to each
Mortgage Loan, clause (1) through (6) below, together, the "Mortgage File" for
each such Mortgage Loan):

                       (1) the original Mortgage Note, endorsed by manual or
                  facsimile signature in blank in the following form: "Pay
                  to the order of ________________ without recourse", with
                  all intervening endorsements that show a complete chain of
                  endorsement from the originator to the Person endorsing
                  the Mortgage Note (each such endorsement being sufficient
                  to transfer all right, title and interest of the party so
                  endorsing, as noteholder or assignee thereof, in and to
                  that Mortgage Note), or, if the original Mortgage Note has
                  been lost or destroyed and not replaced, an original lost
                  note affidavit, stating that the original Mortgage Note
                  was lost or destroyed, together with a copy of the related
                  Mortgage Note and all such intervening endorsements;

                       (2) in the case of each Mortgage Loan that is not a
                  MERS Mortgage Loan, the original recorded Mortgage or a copy
                  of such Mortgage, with recording information, and in the
                  case of each MERS Mortgage Loan, the original Mortgage or a
                  copy of such Mortgage, with recording information, noting
                  the presence of the MIN of the Mortgage Loan and language
                  indicating that the Mortgage Loan is



                                      57
<PAGE>

                  a MOM Loan if the Mortgage Loan is a MOM Loan, with
                  evidence of recording indicated thereon, or a copy of the
                  Mortgage certified by the public recording office in which
                  such Mortgage has been recorded;

                       (3) in the case of each Mortgage Loan that is not a
                  MERS Mortgage Loan, a duly executed assignment of the
                  Mortgage to "Asset-Backed Certificates, Series 2005-14,
                  CWABS, Inc., by The Bank of New York, a New York banking
                  corporation, as trustee under the Pooling and Servicing
                  Agreement dated as of December 1, 2005, without recourse" or
                  a copy of such assignment, with recording information, (each
                  such assignment, when duly and validly completed, to be in
                  recordable form and sufficient to effect the assignment of
                  and transfer to the assignee thereof, under the Mortgage to
                  which such assignment relates);

                       (4) the original recorded assignment or assignments of
                  the Mortgage or a copy of such assignments, with recording
                  information, together with all interim recorded assignments
                  of such Mortgage or a copy of such assignments, with
                  recording information (in each case noting the presence of a
                  MIN in the case of each MERS Mortgage Loan);

                       (5) the original or copies of each assumption,
                  modification, written assurance or substitution agreement,
                  if any; and

                       (6) the original or duplicate original lender's title
                  policy or a copy of lender's title policy or a printout of
                  the electronic equivalent and all riders thereto or, in the
                  event such original title policy has not been received from
                  the insurer, such original or duplicate original lender's
                  title policy and all riders thereto shall be delivered
                  within one year of the Closing Date.

                  In addition, in connection with the assignment of any MERS
Mortgage Loan, each Seller agrees that it will cause, at such Seller's own
expense, the MERS(R) System to indicate (and provide evidence to the Trustee
that it has done so) that such Mortgage Loans have been assigned by such
Seller to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer
files (a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY
THE FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Sellers further agree that they will not, and will not
permit the Master Servicer to, and the Master Servicer agrees that it will
not, alter the codes referenced in this paragraph with respect to any Mortgage
Loan during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement.

                  In the event that in connection with any Mortgage Loan that
is not a MERS Mortgage Loan a Seller cannot deliver the original recorded
Mortgage or all interim recorded assignments of the Mortgage satisfying the
requirements of clause (2), (3) or (4) concurrently with the execution and
delivery hereof, such Seller shall deliver or cause to be delivered to the



                                      58
<PAGE>

Trustee a true copy of such Mortgage and of each such undelivered interim
assignment of the Mortgage each certified by such Seller, the applicable title
company, escrow agent or attorney, or the originator of such Mortgage, as the
case may be, to be a true and complete copy of the original Mortgage or
assignment of Mortgage submitted for recording. For any such Mortgage Loan
that is not a MERS Mortgage Loan each Seller shall promptly deliver or cause
to be delivered to the Trustee such original Mortgage and such assignment or
assignments with evidence of recording indicated thereon upon receipt thereof
from the public recording official, or a copy thereof, certified, if
appropriate, by the relevant recording office, but in no event shall any such
delivery be made later than 270 days following the Closing Date; provided that
in the event that by such date such Seller is unable to deliver or cause to be
delivered each such Mortgage and each interim assignment by reason of the fact
that any such documents have not been returned by the appropriate recording
office, or, in the case of each interim assignment, because the related
Mortgage has not been returned by the appropriate recording office, such
Seller shall deliver or cause to be delivered such documents to the Trustee as
promptly as possible upon receipt thereof. If the public recording office in
which a Mortgage or interim assignment thereof is recorded retains the
original of such Mortgage or assignment, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office, shall satisfy a Seller's
obligations in Section 2.01. If any document submitted for recording pursuant
to this Agreement is (x) lost prior to recording or rejected by the applicable
recording office, the applicable Seller shall immediately prepare or cause to
be prepared a substitute and submit it for recording, and shall deliver copies
and originals thereof in accordance with the foregoing or (y) lost after
recording, the applicable Seller shall deliver to the Trustee a copy of such
document certified by the applicable public recording office to be a true and
complete copy of the original recorded document. Each Seller shall promptly
forward or cause to be forwarded to the Trustee (x) from time to time
additional original documents evidencing an assumption or modification of a
Mortgage Loan and (y) any other documents required to be delivered by the
Depositor or the Master Servicer to the Trustee within the time periods
specified in this Section 2.01.

                  With respect to each Mortgage Loan other than a MERS
Mortgage Loan as to which the related Mortgaged Property and Mortgage File are
located in (a) the State of California or (b) any other jurisdiction under the
laws of which the recordation of the assignment specified in clause (3) above
is not necessary to protect the Trustee's and the Certificateholders' interest
in the related Mortgage Loan, as evidenced by an Opinion of Counsel delivered
by CHL to the Trustee and a copy to the Rating Agencies, in lieu of recording
the assignment specified in clause (3) above, the applicable Seller may
deliver an unrecorded assignment in blank, in form otherwise suitable for
recording to the Trustee; provided that if the related Mortgage has not been
returned from the applicable public recording office, such assignment, or any
copy thereof, of the Mortgage may exclude the information to be provided by
the recording office. As to any Mortgage Loan other than a MERS Mortgage Loan,
the procedures of the preceding sentence shall be applicable only so long as
the related Mortgage File is maintained in the possession of the Trustee in
the State or jurisdiction described in such sentence. In the event that with
respect to Mortgage Loans other than MERS Mortgage Loans (i) any Seller, the
Depositor, the Master Servicer or the NIM Insurer gives written notice to the
Trustee that recording is required to protect the right, title and interest of
the Trustee on behalf of the Certificateholders in and to any Mortgage Loan,
(ii) a court recharacterizes any sale of the Mortgage Loans as a financing, or
(iii) as a result of any change in or amendment to the laws of the State or
jurisdiction described in the


                                      59
<PAGE>

first sentence of this paragraph or any applicable political subdivision
thereof, or any change in official position regarding application or
interpretation of such laws, including a holding by a court of competent
jurisdiction, such recording is so required, the Trustee shall complete the
assignment in the manner specified in clause (3) above and CHL shall submit or
cause to be submitted for recording as specified above or, should CHL fail to
perform such obligations, the Trustee shall cause the Master Servicer, at the
Master Servicer's expense, to cause each such previously unrecorded assignment
to be submitted for recording as specified above. In the event a Mortgage File
is released to the Master Servicer as a result of the Master Servicer's having
completed a Request for Document Release, the Trustee shall complete the
assignment of the related Mortgage in the manner specified in clause (3)
above.

                  So long as the Trustee or its agent maintains an office in
the State of California, the Trustee or its agent shall maintain possession of
and not remove or attempt to remove from the State of California any of the
Mortgage Files as to which the related Mortgaged Property is located in such
State. In the event that a Seller fails to record an assignment of a Mortgage
Loan as herein provided within 90 days of notice of an event set forth in
clause (i), (ii) or (iii) of the above paragraph, the Master Servicer shall
prepare and, if required hereunder, file such assignments for recordation in
the appropriate real property or other records office. Each Seller hereby
appoints the Master Servicer (and any successor servicer hereunder) as its
attorney-in-fact with full power and authority acting in its stead for the
purpose of such preparation, execution and filing.

                  In the case of Mortgage Loans that become the subject of a
Principal Prepayment between the Closing Date (in the case of Initial Mortgage
Loans) or related Subsequent Transfer Date (in the case of Subsequent Mortgage
Loans) and the Cut-off Date, CHL shall deposit or cause to be deposited in the
Certificate Account the amount required to be deposited therein with respect
to such payment pursuant to Section 3.05 hereof.

                  Notwithstanding anything to the contrary in this Agreement,
within thirty days after the Closing Date (in the case of Initial Mortgage
Loans) or within twenty days after the related Subsequent Transfer Date (in
the case of Subsequent Mortgage Loans), CHL (on behalf of each Seller) shall
either (i) deliver to the Trustee the Mortgage File as required pursuant to
this Section 2.01 for each Delay Delivery Mortgage Loan or (ii) (A) repurchase
the Delay Delivery Mortgage Loan or (B) substitute the Delay Delivery Mortgage
Loan for a Replacement Mortgage Loan, which repurchase or substitution shall
be accomplished in the manner and subject to the conditions set forth in
Section 2.03, provided that if CHL fails to deliver a Mortgage File for any
Delay Delivery Mortgage Loan within the period provided in the prior sentence,
the cure period provided for in Section 2.02 or in Section 2.03 shall not
apply to the initial delivery of the Mortgage File for such Delay Delivery
Mortgage Loan, but rather CHL shall have five (5) Business Days to cure such
failure to deliver. CHL shall promptly provide each Rating Agency with written
notice of any cure, repurchase or substitution made pursuant to the proviso of
the preceding sentence. On or before the thirtieth (30th) day (or if such
thirtieth day is not a Business Day, the succeeding Business Day) after the
Closing Date (in the case of Initial Mortgage Loans) or within twenty days
after the related Subsequent Transfer Date (in the case of Subsequent Mortgage
Loans), the Trustee shall, in accordance with the provisions of Section 2.02,
send a Delay Delivery Certification substantially in the form annexed hereto
as Exhibit G-3 (with any applicable exceptions noted thereon) for all Delay
Delivery Mortgage Loans delivered within



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<PAGE>

thirty (30) days after such date. The Trustee will promptly send a copy of
such Delay Delivery Certification to each Rating Agency.

                  Section 2.02 Acceptance by Trustee of the Mortgage Loans.

                  (a) The Trustee acknowledges receipt, subject to the
limitations contained in and any exceptions noted in the Initial Certification
in the form annexed hereto as Exhibit G-1 and in the list of exceptions
attached thereto, of the documents referred to in clauses (i) and (iii) of
Section 2.01(g) above with respect to the Initial Mortgage Loans and all other
assets included in the Trust Fund and declares that it holds and will hold
such documents and the other documents delivered to it constituting the
Mortgage Files, and that it holds or will hold such other assets included in
the Trust Fund, in trust for the exclusive use and benefit of all present and
future Certificateholders.

                  The Trustee agrees to execute and deliver on the Closing
Date to the Depositor, the Master Servicer and CHL (on behalf of each Seller)
an Initial Certification substantially in the form annexed hereto as Exhibit
G-1 to the effect that, as to each Initial Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full or
any Initial Mortgage Loan specifically identified in such certification as not
covered by such certification), the documents described in Section 2.01(g)(1)
and, in the case of each Initial Mortgage Loan that is not a MERS Mortgage
Loan, the documents described in Section 2.01(g)(3) with respect to such
Initial Mortgage Loans as are in the Trustee's possession and based on its
review and examination and only as to the foregoing documents, such documents
appear regular on their face and relate to such Initial Mortgage Loan. The
Trustee agrees to execute and deliver within 30 days after the Closing Date to
the Depositor, the Master Servicer and CHL (on behalf of each Seller) an
Interim Certification substantially in the form annexed hereto as Exhibit G-2
to the effect that, as to each Initial Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Initial Mortgage Loan paid in full or any
Initial Mortgage Loan specifically identified in such certification as not
covered by such certification) all documents required to be delivered to the
Trustee pursuant to the Agreement with respect to such Initial Mortgage Loans
are in its possession (except those documents described in Section 2.01(g)(6))
and based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and relate to such
Initial Mortgage Loan, and (ii) the information set forth in items (i), (iv),
(v), (vi), (viii), (ix) and (xv) of the definition of the "Mortgage Loan
Schedule" accurately reflects information set forth in the Mortgage File. On
or before the thirtieth (30th) day after the Closing Date (or if such
thirtieth day is not a Business Day, the succeeding Business Day), the Trustee
shall deliver to the Depositor, the Master Servicer and CHL (on behalf of each
Seller) a Delay Delivery Certification with respect to the Initial Mortgage
Loans substantially in the form annexed hereto as Exhibit G-3, with any
applicable exceptions noted thereon. The Trustee shall be under no duty or
obligation to inspect, review or examine such documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable or appropriate for the represented purpose or that they have
actually been recorded in the real estate records or that they are other than
what they purport to be on their face.

                  Not later than 180 days after the Closing Date, the Trustee
shall deliver to the Depositor, the Master Servicer and CHL (on behalf of each
Seller), the Class 2-A-2 Insurer and to any Certificateholder that so
requests, a Final Certification with respect to the Initial Mortgage


                                      61
<PAGE>

Loans substantially in the form annexed hereto as Exhibit H, with any
applicable exceptions noted thereon.

                  In connection with the Trustee's completion and delivery of
such Final Certification, the Trustee shall review each Mortgage File with
respect to the Initial Mortgage Loans to determine that such Mortgage File
contains the following documents:

                        (1) the original Mortgage Note, endorsed by manual or
                  facsimile signature in blank in the following form: "Pay to
                  the order of ________________ without recourse", with all
                  intervening endorsements that show a complete chain of
                  endorsement from the originator to the Person endorsing the
                  Mortgage Note (each such endorsement being sufficient to
                  transfer all right, title and interest of the party so
                  endorsing, as noteholder or assignee thereof, in and to that
                  Mortgage Note), or, if the original Mortgage Note has been
                  lost or destroyed and not replaced, an original lost note
                  affidavit, stating that the original Mortgage Note was lost
                  or destroyed, together with a copy of the related Mortgage
                  Note and all such intervening endorsements;

                        (2) in the case of each Initial Mortgage Loan that is
                  not a MERS Mortgage Loan, the original recorded Mortgage or
                  a copy of such Mortgage, with recording information, and in
                  the case of each Initial Mortgage Loan that is a MERS
                  Mortgage Loan, the original Mortgage or a copy of such
                  Mortgage, with recording information, noting the presence of
                  the MIN of the Initial Mortgage Loan and language indicating
                  that the Mortgage Loan is a MOM Loan if the Initial Mortgage
                  Loan is a MOM Loan, with evidence of recording indicated
                  thereon, or a copy of the Mortgage certified by the public
                  recording office in which Mortgage has been recorded;

                        (3) in the case of each Initial Mortgage Loan that is
                  not a MERS Mortgage Loan, a duly executed assignment of the
                  Mortgage or a copy thereof with recording information, in
                  either case in the form permitted by Section 2.01;

                        (4) the original recorded assignment or assignments of
                  the Mortgage or a copy of such assignments, with recording
                  information, together with all interim recorded assignments
                  of such Mortgage or a copy of such assignments, with
                  recording information (in each case noting the presence of a
                  MIN in the case of each MERS Mortgage Loan);

                        (5) the original or copies of each assumption,
                  modification, written assurance or substitution agreement,
                  if any; and

                        (6) the original or duplicate original lender's title
                  policy or a copy of lender's title policy or a printout of
                  the electronic equivalent and all riders thereto.

                  If, in the course of such review, the Trustee finds any
document or documents constituting a part of such Mortgage File that do not
meet the requirements of clauses (1)-(4) and (6) above, the Trustee shall
include such exceptions in such Final Certification (and the Trustee shall
state in such Final Certification whether any Mortgage File does not then
include the



                                      62
<PAGE>

original or duplicate original lender's title policy or a printout
of the electronic equivalent and all riders thereto). If the public recording
office in which a Mortgage or assignment thereof is recorded retains the
original of such Mortgage or assignment, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office, shall be deemed to satisfy the
requirements of clause (2), (3) or (4) above, as applicable. CHL shall
promptly correct or cure such defect referred to above within 90 days from the
date it was so notified of such defect and, if CHL does not correct or cure
such defect within such period, CHL shall either (A) if the time to cure such
defect expires prior to the end of the second anniversary of the Closing Date,
substitute for the related Initial Mortgage Loan a Replacement Mortgage Loan,
which substitution shall be accomplished in the manner and subject to the
conditions set forth in Section 2.03, or (B) purchase such Initial Mortgage
Loan from the Trust Fund within 90 days from the date CHL was notified of such
defect in writing at the Purchase Price of such Initial Mortgage Loan;
provided that any such substitution pursuant to (A) above or repurchase
pursuant to (B) above shall not be effected prior to the delivery to the
Trustee of the Opinion of Counsel required by Section 2.05 hereof and any
substitution pursuant to (A) above shall not be effected prior to the
additional delivery to the Trustee of a Request for File Release. No
substitution will be made in any calendar month after the Determination Date
for such month. The Purchase Price for any such Initial Mortgage Loan shall be
deposited by CHL in the Certificate Account and, upon receipt of such deposit
and Request for File Release with respect thereto, the Trustee shall release
the related Mortgage File to CHL and shall execute and deliver at CHL's
request such instruments of transfer or assignment as CHL has prepared, in
each case without recourse, as shall be necessary to vest in CHL, or a
designee, the Trustee's interest in any Initial Mortgage Loan released
pursuant hereto. If pursuant to the foregoing provisions CHL repurchases an
Initial Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall
cause MERS to execute and deliver an assignment of the Mortgage in recordable
form to transfer the Mortgage from MERS to CHL and shall cause such Mortgage
to be removed from registration on the MERS(R) System in accordance with MERS'
rules and regulations.

                  The Trustee shall retain possession and custody of each
Mortgage File in accordance with and subject to the terms and conditions set
forth herein. Each Seller shall promptly deliver to the Trustee, upon the
execution or receipt thereof, the originals of such other documents or
instruments constituting the Mortgage File that come into the possession of
such Seller from time to time.

                  It is understood and agreed that the obligation of CHL to
substitute for or to purchase any Mortgage Loan that does not meet the
requirements of Section 2.02(a) above shall constitute the sole remedy
respecting such defect available to the Trustee, the Depositor and any
Certificateholder against any Seller.

                  It is understood and agreed that the obligation of CHL to
substitute for or to purchase, pursuant to Section 2.02(a), any Initial
Mortgage Loan whose Mortgage File contains any document or documents that does
not meet the requirements of clauses (1)-(4) and (6) above and which defect is
not corrected or cured by CHL within 90 days from the date it was notified of
such defect, shall constitute the sole remedy respecting such defect available
to the Trustee, the Depositor and any Certificateholder against any Seller.



                                      63
<PAGE>

                  (b) The Trustee agrees to execute and deliver on the
Subsequent Transfer Date to the Depositor, the Master Servicer and CHL (on
behalf of each Seller) an Initial Certification substantially in the form
annexed hereto as Exhibit G-4 to the effect that, as to each Subsequent
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Subsequent
Mortgage Loan paid in full or any Subsequent Mortgage Loan specifically
identified in such certification as not covered by such certification), the
documents described in Section 2.01(g)(1) and, in the case of each Subsequent
Mortgage Loan that is not a MERS Mortgage Loan, the documents described in
Section 2.01(g)(3), with respect to such Subsequent Mortgage Loan are in its
possession, and based on its review and examination and only as to the
foregoing documents, such documents appear regular on their face and relate to
such Subsequent Mortgage Loan.

                  The Trustee agrees to execute and deliver within 30 days
after the Subsequent Transfer Date to the Depositor, the Master Servicer and
CHL (on behalf of each Seller) an Interim Certification substantially in the
form annexed hereto as Exhibit G-2 to the effect that, as to each Subsequent
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Subsequent
Mortgage Loan paid in full or any Subsequent Mortgage Loan specifically
identified in such certification as not covered by such certification), all
documents required to be delivered to it pursuant to this Agreement with
respect to such Subsequent Mortgage Loan are in its possession (except those
described in Section 2.01(g)(6)) and based on its review and examination and
only as to the foregoing documents, (i) such documents appear regular on their
face and relate to such Subsequent Mortgage Loan, and (ii) the information set
forth in items (i), (iv), (v), (vi), (viii), (ix) and (xv) of the definition
of the "Mortgage Loan Schedule" accurately reflects information set forth in
the Mortgage File. On or before the thirtieth (30th) day after the Subsequent
Transfer Date (or if such thirtieth day is not a Business Day, the succeeding
Business Day), the Trustee shall deliver to the Depositor, the Master Servicer
and CHL (on behalf of each Seller) a Delay Delivery Certification with respect
to the Subsequent Mortgage Loans substantially in the form annexed hereto as
Exhibit G-3, with any applicable exceptions noted thereon, together with a
Subsequent Certification substantially in the form annexed hereto as Exhibit
G-4. The Trustee shall be under no duty or obligation to inspect, review or
examine such documents, instruments, certificates or other papers to determine
that the same are genuine, enforceable or appropriate for the represented
purpose or that they have actually been recorded in the real estate records or
that they are other than what they purport to be on their face.

                  Not later than 180 days after the Subsequent Transfer Date,
the Trustee shall deliver to the Depositor, the Master Servicer, CHL (on
behalf of each Seller) and to any Certificateholder that so requests a Final
Certification with respect to the Subsequent Mortgage Loans substantially in
the form annexed hereto as Exhibit H, with any applicable exceptions noted
thereon.

                  In connection with the Trustee's completion and delivery of
such Final Certification, the Trustee shall review each Mortgage File with
respect to the Subsequent Mortgage Loans to determine that such Mortgage File
contains the following documents:

               (i) the original Mortgage Note, endorsed by manual or facsimile
          signature in blank in the following form: "Pay to the order of
          ________________ without recourse", with all intervening
          endorsements that show a complete chain of




                                      64
<PAGE>

          endorsement from the originator to the Person endorsing the
          Mortgage Note (each such endorsement being sufficient to transfer
          all right, title and interest of the party so endorsing, as
          noteholder or assignee thereof, in and to that Mortgage Note), or,
          if the original Mortgage Note has been lost or destroyed and not
          replaced, an original lost note affidavit, stating that the original
          Mortgage Note was lost or destroyed, together with a copy of the
          related Mortgage Note and all such intervening endorsements;

               (ii) in the case of each Subsequent Mortgage Loan that is not a
          MERS Mortgage Loan, the original recorded Mortgage or a copy of such
          Mortgage, with recording information, and in the case of each
          Subsequent Mortgage Loan that is a MERS Mortgage Loan, the original
          Mortgage or a copy of such Mortgage, with recording information,
          noting the presence of the MIN of the Subsequent Mortgage Loan and
          language indicating that the Subsequent Mortgage Loan is a MOM Loan
          if the Subsequent Mortgage Loan is a MOM Loan, with evidence of
          recording indicated thereon, or a copy of the Mortgage certified by
          the public recording office in which Mortgage has been recorded;

               (iii) in the case of each Subsequent Mortgage Loan that is not
          a MERS Mortgage Loan, a duly executed assignment of the Mortgage or
          a copy thereof with recording information, in either case in the
          form permitted by Section 2.01;

               (iv) the original recorded assignment or assignments of the
          Mortgage or a copy of such assignments, with recording information,
          together with all interim recorded assignments of such Mortgage or a
          copy of such assignments, with recording information (in each case
          noting the presence of a MIN in the case of each MERS Mortgage
          Loan);

               (v) the original or copies of each assumption, modification,
          written assurance or substitution agreement, if any; and

               (vi) the original or duplicate original lender's title policy
          or a copy of lender's title policy or a printout of the electronic
          equivalent and all riders thereto.

                  If, in the course of such review, the Trustee finds any
document or documents constituting a part of such Mortgage File that do not
meet the requirements of clauses (i)-(iv) and (vi) above, the Trustee shall
include such exceptions in such Final Certification (and the Trustee shall
state in such Final Certification whether any Mortgage File does not then
include the original or duplicate original lender's title policy or a printout
of the electronic equivalent and all riders thereto). If the public recording
office in which a Mortgage or assignment thereof is recorded retains the
original of such Mortgage or assignment, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office, shall be deemed to satisfy the
requirements of clause (ii), (iii) or (iv) above, as applicable. CHL shall
promptly correct or cure such defect referred to above within 90 days from the
date it was so notified of such defect and, if CHL does not correct or cure
such defect within such period, CHL shall either (A) if the time to cure such
defect expires prior to the end of the second anniversary of the Closing Date,
substitute for the related Subsequent Mortgage Loan a Replacement Mortgage
Loan, which substitution shall be accomplished in the



                                      65
<PAGE>

manner and subject to the conditions set forth in Section 2.03, or (B)
purchase such Subsequent Mortgage Loan from the Trust Fund within 90 days from
the date CHL was notified of such defect in writing at the Purchase Price of
such Subsequent Mortgage Loan; provided that any such substitution pursuant to
(A) above or repurchase pursuant to (B) above shall not be effected prior to
the delivery to the Trustee of the Opinion of Counsel required by Section 2.05
hereof and any substitution pursuant to (A) above shall not be effected prior
to the additional delivery to the Trustee of a Request for File Release. No
substitution will be made in any calendar month after the Determination Date
for such month. The Purchase Price for any such Subsequent Mortgage Loan shall
be deposited by CHL in the Certificate Account and, upon receipt of such
deposit and Request for File Release with respect thereto, the Trustee shall
release the related Mortgage File to CHL and shall execute and deliver at
CHL's request such instruments of transfer or assignment as CHL has prepared,
in each case without recourse, as shall be necessary to vest in CHL, or a
designee, the Trustee's interest in any Subsequent Mortgage Loan released
pursuant hereto. If pursuant to the foregoing provisions CHL repurchases a
Subsequent Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer
shall cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to CHL and shall cause such
Mortgage to be removed from registration on the MERS(R) System in accordance
with MERS' rules and regulations.

                  The Trustee shall retain possession and custody of each
Mortgage File in accordance with and subject to the terms and conditions set
forth herein. Each Seller shall promptly deliver to the Trustee, upon the
execution or receipt thereof, the originals of such other documents or
instruments constituting the Mortgage File that come into the possession of
such Seller from time to time.

                  It is understood and agreed that the obligation of the
Sellers to substitute for or to purchase, pursuant to Section 2.02(b), any
Subsequent Mortgage Loan whose Mortgage File contains any document or
documents that does not meet the requirements of clauses (i)-(iv) and (vi)
above and which defect is not corrected or cured by such Seller within 90 days
from the date it was notified of such defect, shall constitute the sole remedy
respecting such defect available to the Trustee, the Depositor and any
Certificateholder against the Sellers.

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

                  (a) The Master Servicer hereby represents and warrants to
the Depositor and the Trustee as follows, as of the date hereof with respect
to the Initial Mortgage Loans, and the related Subsequent Transfer Date with
respect to the Subsequent Mortgage Loans:

                      (1) The Master Servicer is duly organized as a Texas
               limited partnership and is validly existing and in good
               standing under the laws of the State of Texas and is duly
               authorized and qualified to transact any and all business
               contemplated by this Agreement to be conducted by the Master
               Servicer in any state in which a Mortgaged Property is located
               or is otherwise not required under applicable law to effect
               such qualification and, in any event, is in compliance with the
               doing business laws of any such state, to the extent necessary
               to ensure its ability to enforce each Mortgage Loan, to service
               the Mortgage Loans in accordance with the terms of this
               Agreement and to


                                      66
<PAGE>

               perform any of its other obligations under this Agreement in
               accordance with the terms hereof.

                      (2) The Master Servicer has the full partnership power and
               authority to sell and service each Mortgage Loan, and to
               execute, deliver and perform, and to enter into and consummate
               the transactions contemplated by this Agreement and has duly
               authorized by all necessary partnership action on the part of
               the Master Servicer the execution, delivery and performance of
               this Agreement; and this Agreement, assuming the due
               authorization, execution and delivery hereof by the other
               parties hereto, constitutes a legal, valid and binding
               obligation of the Master Servicer, enforceable against the
               Master Servicer in accordance with its terms, except that (a)
               the enforceability hereof may be limited by bankruptcy,
               insolvency, moratorium, receivership and other similar laws
               relating to creditors' rights generally and (b) the remedy of
               specific performance and injunctive and other forms of
               equitable relief may be subject to equitable defenses and to
               the discretion of the court before which any proceeding
               therefor may be brought.

                      (3) The execution and delivery of this Agreement by the
               Master Servicer, the servicing of the Mortgage Loans by the
               Master Servicer under this Agreement, the consummation of any
               other of the transactions contemplated by this Agreement, and
               the fulfillment of or compliance with the terms hereof are in
               the ordinary course of business of the Master Servicer and will
               not (A) result in a material breach of any term or provision of
               the certificate of limited partnership, partnership agreement
               or other organizational document of the Master Servicer or (B)
               materially conflict with, result in a material breach,
               violation or acceleration of, or result in a material default
               under, the terms of any other material agreement or instrument
               to which the Master Servicer is a party or by which it may be
               bound, or (C) constitute a material violation of any statute,
               order or regulation applicable to the Master Servicer of any
               court, regulatory body, administrative agency or governmental
               body having jurisdiction over the Master Servicer; and the
               Master Servicer is not in breach or violation of any material
               indenture or other material agreement or instrument, or in
               violation of any statute, order or regulation of any court,
               regulatory body, administrative agency or governmental body
               having jurisdiction over it which breach or violation may
               materially impair the Master Servicer's ability to perform or
               meet any of its obligations under this Agreement.

                      (4) The Master Servicer is an approved servicer of
               conventional mortgage loans for Fannie Mae and Freddie Mac and
               is a mortgagee approved by the Secretary of Housing and Urban
               Development pursuant to sections 203 and 211 of the National
               Housing Act.

                      (5) No litigation is pending or, to the best of the Master
               Servicer's knowledge, threatened, against the Master Servicer
               that would materially and adversely affect the execution,
               delivery or enforceability of this Agreement or the ability of
               the Master Servicer to service the Mortgage Loans or to perform
               any of its other obligations under this Agreement or any
               Subsequent Transfer Agreement in accordance with the terms
               hereof or thereof.


                                      67
<PAGE>

                      (6) No consent, approval, authorization or order of any
               court or governmental agency or body is required for the
               execution, delivery and performance by the Master Servicer of,
               or compliance by the Master Servicer with, this Agreement or
               the consummation of the transactions contemplated hereby, or if
               any such consent, approval, authorization or order is required,
               the Master Servicer has obtained the same.

                      (7) The Master Servicer is a member of MERS in good
               standing, and will comply in all material respects with the
               rules and procedures of MERS in connection with the servicing
               of the Mortgage Loans for as long as such Mortgage Loans are
               registered with MERS.

                      (8) The Master Servicer has fully furnished and will fully
               furnish, in accordance with the Fair Credit Reporting Act and
               its implementing regulations, accurate and complete information
               (i.e., favorable and unfavorable) on its borrower credit files
               to Equifax, Experian, and Trans Union Credit Information
               Company (three of the credit repositories), on a monthly basis
               for the Mortgage Loans in Loan Group 1.

                  (b) CHL hereby represents and warrants to the Depositor 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 or in a Loan Group or Loan Groups are measured by the
Cut-off Date Principal Balance of the Initial Mortgage Loans in the Trust Fund
or of the Initial Mortgage Loans in the related Loan Group or Loan Groups, as
applicable):

                      (1) CHL is duly organized as a New York corporation and is
               validly existing and in good standing under the laws of the
               State of New York and is duly authorized and qualified to
               transact any and all business contemplated by this Agreement
               and each Subsequent Transfer Agreement to be conducted by CHL
               in any state in which a Mortgaged Property is located or is
               otherwise not required under applicable law to effect such
               qualification and, in any event, is in compliance with the
               doing business laws of any such state, to the extent necessary
               to ensure its ability to enforce each Mortgage Loan, to sell
               the CHL Mortgage Loans in accordance with the terms of this
               Agreement and each Subsequent Transfer Agreement and to perform
               any of its other obligations under this Agreement and each
               Subsequent Transfer Agreement in accordance with the terms
               hereof and thereof.

                      (2) CHL has the full corporate power and authority to sell
               each CHL Mortgage Loan, and to execute, deliver and perform,
               and to enter into and consummate the transactions contemplated
               by this Agreement and each Subsequent Transfer Agreement and
               has duly authorized by all necessary corporate action on the
               part of CHL the execution, delivery and performance of this
               Agreement and each Subsequent Transfer Agreement; and this
               Agreement and each Subsequent Transfer Agreement, assuming the
               due authorization, execution and delivery hereof by the other
               parties hereto, constitutes a legal, valid and binding
               obligation of CHL, enforceable against CHL in accordance with
               its terms, except that (a) the enforceability hereof may be
               limited by bankruptcy, insolvency, moratorium, receivership and
               other similar laws relating to creditors' rights



                                      68
<PAGE>

               generally and (b) the remedy of specific performance and
               injunctive and other forms of equitable relief may be subject
               to equitable defenses and to the discretion of the court before
               which any proceeding therefor may be brought.

                      (3) The execution and delivery of this Agreement and each
               Subsequent Transfer Agreement by CHL, the sale of the CHL
               Mortgage Loans by CHL under this Agreement and each Subsequent
               Transfer Agreement, the consummation of any other of the
               transactions contemplated by this Agreement and each Subsequent
               Transfer Agreement, and the fulfillment of or compliance with
               the terms hereof and thereof are in the ordinary course of
               business of CHL and will not (A) result in a material breach of
               any term or provision of the charter or by-laws of CHL or (B)
               materially conflict with, result in a material breach,
               violation or acceleration of, or result in a material default
               under, the terms of any other material agreement or instrument
               to which CHL is a party or by which it may be bound, or (C)
               constitute a material violation of any statute, order or
               regulation applicable to CHL of any court, regulatory body,
               administrative agency or governmental body having jurisdiction
               over CHL; and CHL is not in breach or violation of any material
               indenture or other material agreement or instrument, or in
               violation of any statute, order or regulation of any court,
               regulatory body, administrative agency or governmental body
               having jurisdiction over it which breach or violation may
               materially impair CHL's ability to perform or meet any of its
               obligations under this Agreement and each Subsequent Transfer
               Agreement.

                      (4) CHL is an approved seller of conventional mortgage
               loans for Fannie Mae and Freddie Mac and is a mortgagee
               approved by the Secretary of Housing and Urban Development
               pursuant to sections 203 and 211 of the National Housing Act.

                      (5) No litigation is pending or, to the best of CHL's
               knowledge, threatened, against CHL that would materially and
               adversely affect the execution, delivery or enforceability of
               this Agreement or any Subsequent Transfer Agreement or the
               ability of CHL to sell the CHL Mortgage Loans or to perform any
               of its other obligations under this Agreement or any Subsequent
               Transfer Agreement in accordance with the terms hereof or
               thereof.

                      (6) No consent, approval, authorization or order of any
               court or governmental agency or body is required for the
               execution, delivery and performance by CHL of, or compliance by
               CHL with, this Agreement or any Subsequent Transfer Agreement
               or the consummation of the transactions contemplated hereby, or
               if any such consent, approval, authorization or order is
               required, CHL has obtained the same.

                      (7) The information set forth on Exhibit F-1 hereto with
               respect to each Initial Mortgage Loan is true and correct in
               all material respects as of the Closing Date.

                      (8) CHL will treat the transfer of the CHL Mortgage Loans
               to the Depositor as a sale of the CHL Mortgage Loans for all
               tax, accounting and regulatory purposes.


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<PAGE>

                      (9) None of the Mortgage Loans is delinquent in payment of
               principal and interest.

                     (10) No Mortgage Loan had a Loan-to-Value Ratio at
               origination in excess of 100.00%.

                     (11) Each Mortgage Loan is secured by a valid and
               enforceable first lien on the related Mortgaged Property
               subject only to (1) the lien of non-delinquent current real
               property taxes and assessments, (2) covenants, conditions and
               restrictions, rights of way, easements and other matters of
               public record as of the date of recording of such Mortgage,
               such exceptions appearing of record being acceptable to
               mortgage lending institutions generally or specifically
               reflected in the appraisal made in connection with the
               origination of the related Mortgage Loan and (3) other matters
               to which like properties are commonly subject that do not
               materially interfere with the benefits of the security intended
               to be provided by such Mortgage.

                     (12) Immediately prior to the assignment of each CHL
               Mortgage Loan to the Depositor, CHL had good title to, and was
               the sole owner of, such CHL Mortgage Loan free and clear of any
               pledge, lien, encumbrance or security interest and had full
               right and authority, subject to no interest or participation
               of, or agreement with, any other party, to sell and assign the
               same pursuant to this Agreement.

                     (13) There is no delinquent tax or assessment lien against
               any Mortgaged Property.

                     (14) There is no valid offset, claim, defense or
               counterclaim to any Mortgage Note or Mortgage, including the
               obligation of the Mortgagor to pay the unpaid principal of or
               interest on such Mortgage Note.

                     (15) There are no mechanics' liens or claims for work,
               labor or material affecting any Mortgaged Property that are or
               may be a lien prior to, or equal with, the lien of such
               Mortgage, except those that are insured against by the title
               insurance policy referred to in item (18) below.

                     (16) As of the Closing Date in the case of the Initial
               Mortgage Loans and as of the related Subsequent Transfer Date
               in the case of the Subsequent Mortgage Loans, to the best of
               CHL's knowledge, each Mortgaged Property is free of material
               damage and is in good repair.

                     (17) As of the Closing Date in the case of the Initial
               Mortgage Loans and as of the related Subsequent Transfer Date
               in the case of the Subsequent Mortgage Loans, neither CHL nor
               any prior holder of any Mortgage has modified the Mortgage in
               any material respect (except that a Mortgage Loan may have been
               modified by a written instrument that has been recorded or
               submitted for recordation, if necessary, to protect the
               interests of the Certificateholders and the original or a copy
               of which has been delivered to the Trustee); satisfied,
               cancelled or subordinated such Mortgage in whole or in part;
               released the related Mortgaged Property in whole or in part
               from the lien of such



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               Mortgage; or executed any instrument of release, cancellation,
               modification (except as expressly permitted above) or
               satisfaction with respect thereto.

                     (18) A lender's policy of title insurance together with a
               condominium endorsement and extended coverage endorsement, if
               applicable, in an amount at least equal to the Cut-off Date
               Principal Balance of each such Mortgage Loan or a commitment
               (binder) to issue the same was effective on the date of the
               origination of each Mortgage Loan, each such policy is valid
               and remains in full force and effect, and each such policy was
               issued by a title insurer qualified to do business in the
               jurisdiction where the Mortgaged Property is located and
               acceptable to Fannie Mae and Freddie Mac and is in a form
               acceptable to Fannie Mae and Freddie Mac, which policy insures
               the Sellers and successor owners of indebtedness secured by the
               insured Mortgage, as to the first priority lien, of the
               Mortgage subject to the exceptions set forth in paragraph (11)
               above; to the best of CHL's knowledge, no claims have been made
               under such mortgage title insurance policy and no prior holder
               of the related Mortgage, including any Seller, has done, by act
               or omission, anything that would impair the coverage of such
               mortgage title insurance policy.

                     (19) No Initial Mortgage Loan was the subject of a
               Principal Prepayment in full between the Initial Cut-off Date
               and the Closing Date. No Subsequent Mortgage Loan was the
               subject of a Principal Prepayment in full between the
               Subsequent Cut-off Date and the Subsequent Transfer Date.

                     (20) To the best of CHL's knowledge, all of the
               improvements that were included for the purpose of determining
               the Appraised Value of the Mortgaged Property lie wholly within
               the boundaries and building restriction lines of such property,
               and no improvements on adjoining properties encroach upon the
               Mortgaged Property.

                     (21) To the best of CHL's knowledge, no improvement
               located on or being part of the Mortgaged Property is in
               violation of any applicable zoning law or regulation. To the
               best of CHL's knowledge, all inspections, licenses and
               certificates required to be made or issued with respect to all
               occupied portions of the Mortgaged Property and, with respect
               to the use and occupancy of the same, including but not limited
               to certificates of occupancy and fire underwriting
               certificates, have been made or obtained from the appropriate
               authorities, unless the lack thereof would not have a material
               adverse effect on the value of such Mortgaged Property, and the
               Mortgaged Property is lawfully occupied under applicable law.

                     (22) The Mortgage Note and the related Mortgage are
               genuine, and each is the legal, valid and binding obligation of
               the maker thereof, enforceable in accordance with its terms and
               under applicable law, except that (a) the enforceability
               thereof may be limited by bankruptcy, insolvency, moratorium,
               receivership and other similar laws relating to creditors'
               rights generally and (b) the remedy of specific performance and
               injunctive and other forms of equitable relief may be subject
               to equitable defenses and to the discretion of the court before
               which any proceeding therefor may be brought. To the best of
               CHL's knowledge, all parties to the Mortgage Note and



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<PAGE>

               the Mortgage had legal capacity to execute the Mortgage
               Note and the Mortgage and each Mortgage Note and Mortgage have
               been duly and properly executed by such parties.

                     (23) The proceeds of the Mortgage Loan have been fully
               disbursed, there is no requirement for future advances
               thereunder, and any and all requirements as to completion of
               any on-site or off-site improvements and as to disbursements of
               any escrow funds therefor have been complied with. All costs,
               fees and expenses incurred in making, or closing or recording
               the Mortgage Loan were paid.

                     (24) The related Mortgage contains customary and
               enforceable provisions that render the rights and remedies of
               the holder thereof adequate for the realization against the
               Mortgaged Property of the benefits of the security, including,
               (i) in the case of a Mortgage designated as a deed of trust, by
               trustee's sale, and (ii) otherwise by judicial foreclosure.

                     (25) With respect to each Mortgage constituting a deed of
               trust, a trustee, duly qualified under applicable law to serve
               as such, has been properly designated and currently so serves
               and is named in such Mortgage, and no fees or expenses are or
               will become payable by the Certificateholders to the trustee
               under the deed of trust, except in connection with a trustee's
               sale after default by the Mortgagor.

                     (26) Each Mortgage Note and each Mortgage is acceptable in
               form to Fannie Mae and Freddie Mac.

                     (27) There exist no deficiencies with respect to escrow
               deposits and payments, if such are required, for which
               customary arrangements for repayment thereof have not been
               made, and no escrow deposits or payments of other charges or
               payments due the Sellers have been capitalized under the
               Mortgage or the related Mortgage Note.

                     (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.

                     (29) There is no pledged account or other security other
               than real estate securing the Mortgagor's obligations.

                     (30) No Mortgage Loan has a shared appreciation feature,
               or other contingent interest feature.

                     (31) Each Mortgage Loan contains a customary "due on sale"
               clause.

                     (32) No less than approximately the percentage specified
               in the Collateral Schedule of the Initial Mortgage Loans in
               Loan Group 1, Loan Group 2 and Loan Group 3 are secured by
               single family detached dwellings. No more than approximately
               the percentage specified in the Collateral Schedule of the
               Initial Mortgage Loans in Loan Group 1, Loan Group 2 and Loan
               Group 3 are secured by two- to four-



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<PAGE>

               family dwellings. No more than approximately the
               percentage specified in the Collateral Schedule of the Initial
               Mortgage Loans in Loan Group 1, Loan Group 2 and Loan Group 3
               are secured by low-rise condominium units. No more than
               approximately the percentage specified in the Collateral
               Schedule of the Initial Mortgage Loans in Loan Group 1, Loan
               Group 2 and Loan Group 3 are secured by high-rise condominium
               units. No more than approximately the percentage specified in
               the Collateral Schedule of the Initial Mortgage Loans in Loan
               Group 1, Loan Group 2 and Loan Group 3 are secured by
               manufactured housing. No more than approximately the percentage
               specified in the Collateral Schedule of the Initial Mortgage
               Loans in Loan Group 1, Loan Group 2 and Loan Group 3 are
               secured by PUDs.

                     (33) Each Initial Mortgage Loan in Loan Group 1, Loan
               Group 2 and Loan Group 3 was originated on or after the date
               specified in the Collateral Schedule.

                     (34) Each Initial Mortgage Loan that is an Adjustable Rate
               Mortgage Loan, other than a Two-Year Hybrid Mortgage Loan, a
               Three-Year Hybrid Mortgage Loan or a Five-Year Hybrid Mortgage
               Loan, had an initial Adjustment Date no later than the
               applicable date specified on the Collateral Schedule; each
               Initial Mortgage Loan that is a Two-Year Hybrid Mortgage Loan
               had an initial Adjustment Date no later than the applicable
               date specified on the Collateral Schedule; each Initial
               Mortgage Loan that is a Three-Year Hybrid Mortgage Loan had an
               initial Adjustment Date no later than the applicable date
               specified on the Collateral Schedule; and each Initial Mortgage
               Loan that is a Five-Year Hybrid Mortgage Loan had an initial
               Adjustment Date no later than the applicable date specified on
               the Collateral Schedule.

                     (35) Approximately the percentage specified in the
               Collateral Schedule of the Initial Mortgage Loans in Loan Group
               1, Loan Group 2 and Loan Group 3 provide for a Prepayment
               Charge.

                     (36) On the basis of representations made by the
               Mortgagors in their loan applications, no more than
               approximately the percentage specified in the Collateral
               Schedule of the Initial Mortgage Loans in Loan Group 1, Loan
               Group 2 and Loan Group 3, respectively, are secured by investor
               properties, and no less than approximately the percentage
               specified in the Collateral Schedule of the Initial Mortgage
               Loans in Loan Group 1, Loan Group 2 and Loan Group 3
               respectively, are secured by owner-occupied Mortgaged
               Properties that are primary residences.

                     (37) At the Cut-off Date, the improvements upon each
               Mortgaged Property are covered by a valid and existing hazard
               insurance policy with a generally acceptable carrier that
               provides for fire and extended coverage and coverage for such
               other hazards as are customary in the area where the Mortgaged
               Property is located in an amount that is at least equal to the
               lesser of (i) the maximum insurable value of the improvements
               securing such Mortgage Loan or (ii) the greater of (a) the
               outstanding principal balance of the Mortgage Loan and (b) an
               amount such that the proceeds of such policy shall be
               sufficient to prevent the Mortgagor and/or the mortgagee from
               becoming a co-insurer. If the Mortgaged Property is a
               condominium unit, it is included under the coverage afforded by
               a blanket policy for the condominium unit. All such individual



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<PAGE>

               insurance policies and all flood policies referred to in item
               (38) below contain a standard mortgagee clause naming the
               applicable Seller or the original mortgagee, and its successors
               in interest, as mortgagee, and the applicable Seller has
               received no notice that any premiums due and payable thereon
               have not been paid; the Mortgage obligates the Mortgagor
               thereunder to maintain all such insurance, including flood
               insurance, at the Mortgagor's cost and expense, and upon the
               Mortgagor's failure to do so, authorizes the holder of the
               Mortgage to obtain and maintain such insurance at the
               Mortgagor's cost and expense and to seek reimbursement therefor
               from the Mortgagor.

                     (38) If the Mortgaged Property is in an area identified in
               the Federal Register by the Federal Emergency Management Agency
               as having special flood hazards, a flood insurance policy in a
               form meeting the requirements of the current guidelines of the
               Flood Insurance Administration is in effect with respect to
               such Mortgaged Property with a generally acceptable carrier in
               an amount representing coverage not less than the least of (A)
               the original outstanding principal balance of the Mortgage
               Loan, (B) the minimum amount required to compensate for damage
               or loss on a replacement cost basis, or (C) the maximum amount
               of insurance that is available under the Flood Disaster
               Protection Act of 1973, as amended.

                     (39) To the best of CHL's knowledge, there is no
               proceeding occurring, pending or threatened for the total or
               partial condemnation of the Mortgaged Property.

                     (40) There is no material monetary default existing under
               any Mortgage or the related Mortgage Note and, to the best of
               CHL's knowledge, there is no material event that, with the
               passage of time or with notice and the expiration of any grace
               or cure period, would constitute a default, breach, violation
               or event of acceleration under the Mortgage or the related
               Mortgage Note; and no Seller has waived any default, breach,
               violation or event of acceleration.

                     (41) Each Mortgaged Property is improved by a one- to
               four-family residential dwelling, including condominium units
               and dwelling units in PUDs. To the best of CHL's knowledge, no
               improvement to a Mortgaged Property includes a cooperative or a
               mobile home or constitutes other than real property under state
               law.

                     (42) Each Mortgage Loan is being serviced by the Master
               Servicer.

                     (43) Any future advances made prior to the Cut-off Date
               have been consolidated with the outstanding principal amount
               secured by the Mortgage, and the secured principal amount, as
               consolidated, bears a single interest rate and single repayment
               term reflected on the Mortgage Loan Schedule. The consolidated
               principal amount does not exceed the original principal amount
               of the Mortgage Loan. The Mortgage Note does not permit or
               obligate the Master Servicer to make future advances to the
               Mortgagor at the option of the Mortgagor.

                     (44) All taxes, governmental assessments, insurance
               premiums, water, sewer and municipal charges, leasehold
               payments or ground rents that previously became due and owing
               have been paid, or an escrow of funds has been established in
               an amount



                                      74
<PAGE>

               sufficient to pay for every such item that remains unpaid
               and that has been assessed, but is not yet due and payable.
               Except for (A) payments in the nature of escrow payments, and
               (B) interest accruing from the date of the Mortgage Note or
               date of disbursement of the Mortgage proceeds, whichever is
               later, to the day that precedes by one month the Due Date of
               the first installment of principal and interest, including
               without limitation, taxes and insurance payments, the Master
               Servicer has not advanced funds, or induced, solicited or
               knowingly received any advance of funds by a party other than
               the Mortgagor, directly or indirectly, for the payment of any
               amount required by the Mortgage.

                     (45) The Mortgage Loans originated by CHL were
               underwritten in all material respects in accordance with CHL's
               underwriting guidelines for credit blemished quality 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 credit blemished quality 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.

                     (47) None of the Mortgage Loans is a graduated payment
               mortgage loan or a growing equity mortgage loan, and no
               Mortgage Loan is subject to a buydown or similar arrangement.

                     (48) The Mortgage Rates borne by the Initial Mortgage
               Loans in Loan Group 1, Loan Group 2 and Loan Group 3 as of the
               Cut-off Date ranged between the approximate per annum
               percentages specified on the Collateral Schedule and the
               weighted average Mortgage Rate as of the Cut-off Date was
               approximately the per annum rate specified on the Collateral
               Schedule.

                     (49) The Mortgage Loans were selected from among the
               outstanding one- to four-family mortgage loans in the
               applicable Seller's portfolio at the Closing Date as to which
               the representations and warranties made as to the Mortgage
               Loans set forth in this Section 2.03(b) and Sections 2.03(c)
               and 2.03(d) can be made. No selection was made in a manner that
               would adversely affect the interests of Certificateholders.

                     (50) The Gross Margins on the Initial Mortgage Loans in
               Loan Group 1, Loan Group 2 and Loan Group 3 range between the
               approximate percentages specified on the Collateral Schedule,
               and the weighted average Gross Margin was approximately the
               percentage specified in the Collateral Schedule.

                     (51) Each of the Initial Mortgage Loans in the Mortgage
               Pool has a Due Date on or before the date specified in the
               Collateral Schedule.



                                      75
<PAGE>

                     (52) The Mortgage Loans, individually and in the
               aggregate, conform in all material respects to the descriptions
               thereof in the Prospectus Supplement.

                     (53) There is no obligation on the part of any Seller
               under the terms of the Mortgage or related Mortgage Note to
               make payments in addition to those made by the Mortgagor.

                     (54) Any leasehold estate securing a Mortgage Loan has a
               term of not less than five years in excess of the term of the
               related Mortgage Loan.

                     (55) Each Mortgage Loan represents a "qualified mortgage"
               within the meaning of Section 860(a)(3) of the Code (but
               without regard to the rule in Treasury Regulation ss.
               1.860G-2(f)(2) that treats a defective obligation as a
               qualified mortgage, or any substantially similar successor
               provision) and applicable Treasury regulations promulgated
               thereunder.

                     (56) No Mortgage Loan was either a "consumer credit
               contract" or a "purchase money loan" as such terms are defined
               in 16 C.F.R. ss. 433 nor is any Mortgage Loan a "mortgage" as
               defined in 15 U.S.C. ss. 1602(aa).

                     (57) To the extent required under applicable law, each
               originator and subsequent mortgagee or servicer of the Mortgage
               Loan complied with all licensing requirements and was
               authorized to transact and do business in the jurisdiction in
               which the related Mortgaged Property is located at all times
               when it held or serviced the Mortgage Loan. Any and all
               requirements of any federal, state or local laws or
               regulations, including, without limitation, usury,
               truth-in-lending, real estate settlement procedures, consumer
               credit protection, anti-predatory lending, fair credit
               reporting, unfair collection practice, equal credit
               opportunity, fair housing and disclosure laws and regulations,
               applicable to the solicitation, origination, collection and
               servicing of such Mortgage Loan have been complied with in all
               material respects; and any obligations of the holder of the
               Mortgage Note, Mortgage and other loan documents have been
               complied with in all material respects; servicing of each
               Mortgage Loan has been in accordance with prudent mortgage
               servicing standards, any applicable laws, rules and regulations
               and in accordance with the terms of the Mortgage Notes,
               Mortgage and other loan documents, whether such origination and
               servicing was done by the applicable Seller, its affiliates, or
               any third party which originated the Mortgage Loan on behalf
               of, or sold the Mortgage Loan to, any of them, or any servicing
               agent of any of the foregoing.

                     (58) The methodology used in underwriting the extension of
               credit for the Mortgage Loan employs objective mathematical
               principles which relate the borrower's income, assets and
               liabilities to the proposed payment and such underwriting
               methodology does not rely on the extent of the borrower's
               equity in the collateral as the principal determining factor in
               approving such credit extension. Such underwriting methodology
               confirmed that at the time of origination
               (application/approval) the borrower had a reasonable ability to
               make timely payments on the Mortgage Loan.


                                      76
<PAGE>

                     (59) No borrower was required to purchase any credit life,
               disability, accident or health insurance product as a condition
               of obtaining the extension of credit. No borrower obtained a
               prepaid single-premium credit life, disability, accident or
               health insurance policy in connection with the origination of
               the Mortgage Loan.

                     (60) If the Mortgage Loan provides that the interest rate
               on the principal balance of the related Mortgage Loan may be
               adjusted, all of the terms of the related Mortgage pertaining
               to interest rate adjustments, payment adjustments and
               adjustments of the outstanding principal balance have been made
               in accordance with the terms of the related Mortgage Note and
               applicable law and are enforceable and such adjustments will
               not affect the priority of the Mortgage lien.

                     (61) The Mortgaged Property complies with all applicable
               laws, rules and regulations relating to environmental matters,
               including but not limited to those relating to radon, asbestos
               and lead paint and no Seller nor, to the best of CHL's
               knowledge, the Mortgagor, has received any notice of any
               violation or potential violation of such law.

                     (62) There is no action, suit or proceeding pending, or to
               the best of CHL's knowledge, threatened or likely to be
               asserted with respect to the Mortgage Loan against or affecting
               any Seller before or by any court, administrative agency,
               arbitrator or governmental body.

                     (63) No action, inaction, or event has occurred and no
               state of fact exists or has existed that has resulted or will
               result in the exclusion from, denial of, or defense to coverage
               under any applicable hazard insurance policy, irrespective of
               the cause of such failure of coverage. In connection with the
               placement of any such insurance, no commission, fee, or other
               compensation has been or will be received by CHL or any
               designee of CHL or any corporation in which CHL or any officer,
               director, or employee had a financial interest at the time of
               placement of such insurance.

                     (64) Each Mortgage Loan has a fully assignable life of
               loan tax service contract which may be assigned without the
               payment of any fee.

                     (65) No Mortgagor has notified CHL or the Master Servicer
               on CHL's behalf, and CHL has no knowledge, of any relief
               requested or allowed to a Mortgagor under the Relief Act or any
               similar state or local law.

                     (66) Each Mortgage Loan was originated by a savings and
               loan association, savings bank, commercial bank, credit union,
               insurance company, or mortgage banking company which is
               supervised and examined by a federal or state authority, or by
               a mortgagee approved by the Secretary of Housing and Urban
               Development pursuant to Sections 2.03 and 2.11 of the National
               Housing Act.

                     (67) Each Mortgage Loan was (A) originated no earlier than
               six months prior to the time the applicable Seller purchased
               such Mortgage Loan pursuant to a mortgage loan purchase
               agreement or other similar agreement and (B) underwritten or
               reunderwritten by the applicable Seller in accordance with the
               applicable Seller's



                                      77
<PAGE>

               underwriting guidelines in effect at the time the loan was
               underwritten or reunderwritten, as applicable.

                     (68) Each Mortgage Loan, at the time it was originated and
               as of the Closing Date or the related Subsequent Transfer Date,
               as applicable, complied in all material respects with
               applicable local, state and federal laws, including, but not
               limited to, all predatory and abusive lending laws.

                     (69) None of the Mortgage Loans is a "high cost" mortgage
               loan as defined by applicable federal, state and local
               predatory and abusive lending laws.

                     (70) Each Prepayment Charge is enforceable and was
               originated in compliance with all applicable federal, state and
               local laws.

                     (71) None of the Mortgage Loans that are secured by
               property located in the State of Illinois are in violation of
               the provisions of the Illinois Interest Act; 815 Ill. Comp.
               Stat. 205/0.01 (2004).

                     (72) There is no Mortgage Loan in the Trust Fund that was
               originated on or after March 7, 2003, which is a "high cost
               home loan" as defined under the Georgia Fair Lending Act.

                     (73) No Mortgage Loan in the Trust Fund is a High Cost
               Loan or Covered Loan, as applicable (as such terms are defined
               in the then-current Standard & Poor's LEVELS(R) Glossary which
               is now Version 5.6(c), Appendix E) and no Mortgage Loan
               originated on or after October 1, 2002 through March 6, 2003 is
               governed by the Georgia Fair Lending Act.

                     (74) Each Mortgage Loan is secured by a "single family
               residence" within the meaning of Section 25(e)(10) of the
               Internal Revenue Code of 1986 (as amended) (the "Code"). The
               fair market value of the manufactured home securing each
               Mortgage Loan was at least equal to 80% of the adjusted issue
               price of the contract at either (i) the time the contract was
               originated (determined pursuant to the REMIC Provisions) or
               (ii) the time the contract is transferred to the purchaser.
               Each Mortgage Loan is a "qualified mortgage" under Section
               860G(a)(3) of the Code.

                     (75) 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).

                     (76) There is no Mortgage Loan in the Trust Fund that was
               originated on or after October 1, 2002 and before March 7,
               2003, which is secured by property located in the State of
               Georgia.



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<PAGE>

                     (77) Representations and Warranties relating to the
               Mortgage Loans in Loan Group 1:

                         (1) No Mortgage Loan in Loan Group 1 is covered by
                    the Home Ownership and Equity Protection Act of 1994
                    ("HOEPA");

                         (2) No borrower was required to purchase any single
                    premium credit insurance policy (e.g., life, disability,
                    accident, unemployment, or health insurance product) or
                    debt cancellation agreement as a condition of obtaining
                    the extension of credit. No borrower obtained a prepaid
                    single-premium credit insurance policy (e.g., life,
                    disability, accident, unemployment, mortgage, or health
                    insurance) in connection with the origination of the
                    Mortgage Loan; No proceeds from any Mortgage Loan in Loan
                    Group 1 were used to purchase single premium credit
                    insurance policies or debt cancellation agreements as part
                    of the origination of, or as a condition to closing, such
                    Mortgage Loan;

                         (3) No Mortgage Loan in Loan Group 1 originated on or
                    after October 1, 2002 will impose a prepayment premium for
                    a term in excess of three years. Any Mortgage Loan in Loan
                    Group 1 originated prior to such date will not impose
                    prepayment penalties in excess of five years;

                         (4) With respect to (a) any Mortgage Loan in Loan
                    Group 1 originated by CHL from August 1, 2004 through
                    April 30, 2005 and (b) any Mortgage Loan in Loan Group 1
                    originated by any other entity through April 30, 2005, if
                    the related Mortgage or the related Mortgage Note, or any
                    document relating to the loan transaction, contains a
                    mandatory arbitration clause (that is, a clause that
                    requires the borrower to submit to arbitration to resolve
                    any dispute arising out of or relating in any way to the
                    mortgage loan transaction), CHL will (i) notify the
                    related borrower in writing within 60 days after the
                    issuance of the Certificates that none of the related
                    seller, the related servicer or any subsequent party that
                    acquires an interest in the loan or services such Mortgage
                    Loan will enforce such arbitration clause against the
                    borrower, but that the borrower will continue to have the
                    right to submit a dispute to arbitration and (ii) place a
                    copy of such notice in the Mortgage File; and with respect
                    to any Mortgage Loan in Loan Group 1 and originated on or
                    after May 1, 2005, neither the related mortgage nor the
                    related mortgage note requires the borrower to submit to
                    arbitration to resolve any dispute arising out of or
                    relating in any way to the mortgage loan transaction; and

                         (5) Each Mortgage Loan in Loan Group 1 had an
                    original principal balance that conforms to Freddie Mac
                    guidelines concerning original principal balance limits at
                    the time of the origination of such mortgage loan.

                     (78) Representations and Warranties relating to the
               Mortgage Loans in Loan Group 2:



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<PAGE>

                         (1) Each Mortgage Loan in Loan Group 2 is in
                    compliance with the anti-predatory lending eligibility for
                    purchase requirements of Fannie Mae's Selling Guide;

                         (2) No Mortgage Loan in Loan Group 2 is subject to
                    the requirements of the Home Ownership and Equity
                    Protection Act of 1994 ("HOEPA");

                         (3) Each Mortgage Loan in Loan Group 2 at the time it
                    was made complied in all material respects with applicable
                    local, state, and federal laws, including, but not limited
                    to, all applicable predatory and abusive lending laws;

                         (4) No Mortgage Loan in Loan Group 2 is a "High-Cost
                    Home Loan" as defined in the Georgia Fair Lending Act, as
                    amended (the "Georgia Act"). No Mortgage Loan in Loan
                    Group 2 subject to the Georgia Act and secured by owner
                    occupied real property or an owner occupied manufactured
                    home located in the State of Georgia was originated (or
                    modified) on or after October 1, 2002 through and
                    including March 6, 2003;

                         (5) No Mortgage Loan in Loan Group 2 is a "High-Cost
                    Home Loan" as defined in New York Banking Law 6-1;

                         (6) No Mortgage Loan in Loan Group 2 is a "High-Cost
                    Home Loan" as defined in the Arkansas Home Loan Protection
                    Act effective July 16, 2003 (Act 1340 of 2003);

                         (7) No Mortgage Loan in Loan Group 2 is a "High-Cost
                    Home Loan" as defined in the Kentucky high-cost home loan
                    statute effective June 24, 2003 (Ky. Rev. Stat. Section
                    360.100);

                         (8) No Mortgage Loan in Loan Group 2 is a "High-Cost
                    Home Loan" as defined in the New Jersey Home Ownership Act
                    effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.);

                         (9) No Mortgage Loan in Loan Group 2 is a "High-Cost
                    Home Loan" as defined in the New Mexico Home Loan
                    Protection Act effective January 1, 2004 (N.M. Stat. Ann.
                    ss.ss. 58-21A-1 et seq.);

                        (10) No Mortgage Loan in Loan Group 2 is a "High-Risk
                    Home Loan" as defined in the Illinois High-Risk Home Loan
                    Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1
                    et seq.);

                        (11) No Mortgage Loan in Loan Group 2 is a "High-Cost
                    Home Mortgage Loan" as defined in the Massachusetts
                    Predatory Home Loan Practices Act, effective November 7,
                    2004 (Mass. Ann. Laws Ch. 183C);

                        (12) No Mortgage Loan in Loan Group 2 is a "High Cost
                    Home Loan" as defined in the Indiana Home Loan Practices
                    Act, effective January 1, 2005 (Ind. Code Ann. Sections
                    24-9-1 through 24-9-9);


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<PAGE>

                        (13) No Mortgage Loan in Loan Group 2 is a balloon
                    mortgage loan that has an original stated maturity of less
                    than seven (7) years;

                        (14) No borrower related to a Mortgage Loan in Loan
                    Group 2 was encouraged or required to select a Mortgage
                    Loan product offered by the Mortgage Loan's originator
                    which is a higher cost product designed for less
                    creditworthy borrowers, unless at the time of such
                    Mortgage Loan's origination, such borrower did not qualify
                    taking into account credit history and debt-to-income
                    ratios for a lower-cost credit product then offered by
                    such Mortgage Loan's originator or any affiliate of the
                    Mortgage Loan's originator. If, at the time of loan
                    application, the borrower may have qualified for a
                    lower-cost credit product then offered by any mortgage
                    lending affiliate of the Mortgage Loan's originator, the
                    Mortgage Loan's originator referred the borrower's
                    application to such affiliate for underwriting
                    consideration;

                        (15) The methodology used in underwriting the
                    extension of credit for each Mortgage Loan in Loan Group 2
                    employs objective mathematical principles which relate the
                    borrower's income, assets and liabilities to the proposed
                    payment and such underwriting methodology does not rely on
                    the extent of the borrower's equity in the collateral as
                    the principal determining factor in approving such credit
                    extension. Such underwriting methodology confirmed that at
                    the time of origination (application/approval) the
                    borrower had a reasonable ability to make timely payments
                    on such Mortgage Loan;

                        (16) With respect to any Mortgage Loan in Loan Group
                    2 that contains a provision permitting imposition of a
                    premium upon a prepayment prior to maturity: (i) prior to
                    the loan's origination, the borrower agreed to such
                    premium in exchange for a monetary benefit, including but
                    not limited to a rate or fee reduction, (ii) prior to the
                    loan's origination, the borrower was offered the option of
                    obtaining a mortgage loan that did not require payment of
                    such a premium, (iii) the prepayment premium is disclosed
                    to the borrower in the loan documents pursuant to
                    applicable state and federal law, (iv) for loans
                    originated on or after September 1, 2004, the duration of
                    the prepayment period shall not exceed three (3) years
                    from the date of the note, unless the loan was modified to
                    reduce the prepayment period to no more than three years
                    from the date of the note and the borrower was notified in
                    writing of such reduction in prepayment period, and (v)
                    notwithstanding any state or federal law to the contrary,
                    the Master Servicer shall not impose such prepayment
                    premium in any instance when the mortgage debt is
                    accelerated as the result of the borrower's default in
                    making the loan payments;

                        (17) No borrower related to a Mortgage Loan in Loan
                    Group 2 was required to purchase any credit, life,
                    disability, accident or health insurance product as a
                    condition of obtaining the extension of credit. No
                    borrower related to a Mortgage Loan in Loan Group 2
                    obtained a prepaid single-premium credit, life,
                    disability, accident or health insurance policy in
                    connection with the origination of the Mortgage Loan in
                    Loan Group 2; No proceeds from any Mortgage Loan in Loan
                    Group 2 were used to purchase single premium credit



                                      81
<PAGE>

                    insurance policies as part of the origination of, or as a
                    condition to closing, such Mortgage Loan;

                        (18) All points and fees related to each Mortgage
                    Loan in Loan Group 2 were disclosed in writing to the
                    borrower in accordance with applicable state and federal
                    law and regulation. Except in the case of a Mortgage Loan
                    in Loan Group 2 in an original principal amount of less
                    than $60,000 which would have resulted in an unprofitable
                    origination, no borrower was charged "points and fees"
                    (whether or not financed) in an amount greater than 5% of
                    the principal amount of such loan, such 5% limitation is
                    calculated in accordance with Fannie Mae's anti-predatory
                    lending requirements as set forth in the Fannie Mae
                    Selling Guide;

                        (19) All fees and charges (including finance charges)
                    and whether or not financed, assessed, collected or to be
                    collected in connection with the origination and servicing
                    of each Mortgage Loan in Loan Group 2 has been disclosed
                    in writing to the borrower in accordance with applicable
                    state and federal law and regulation; and

                        (20) The Master Servicer will transmit full-file
                    credit reporting data for each Mortgage Loan pursuant to
                    Fannie Mae Guide Announcement 95-19 and that for each
                    Mortgage Loan, Master Servicer agrees it shall report one
                    of the following statuses each month as follows: new
                    origination, current, delinquent (30-, 60-, 90-days,
                    etc.), foreclosed, or charged-off.

               (79) The representations in Section 2.03(c)(1)-(6) and
          2.03(d)(1)-(6) are true and correct.


                  (c) Park Monaco hereby represents and warrants to the
Depositor and the Trustee as follows, as of the Cut-off Date:

                     (1) Park Monaco is duly organized as a Delaware
          corporation and is validly existing and in good standing under the
          laws of the State of Delaware and is duly authorized and qualified
          to transact any and all business contemplated by this Agreement and
          each Subsequent Transfer Agreement to be conducted by Park Monaco in
          any state in which a Mortgaged Property securing a Park Monaco
          Mortgage Loan is located or is otherwise not required under
          applicable law to effect such qualification and, in any event, is in
          compliance with the doing business laws of any such state, to the
          extent necessary to ensure its ability to enforce each Park Monaco
          Mortgage Loan, to sell the Park Monaco Mortgage Loans in accordance
          with the terms of this Agreement and each Subsequent Transfer
          Agreement and to perform any of its other obligations under this
          Agreement in accordance with the terms hereof.

                     (2) Park Monaco has the full company power and authority
          to sell each Park Monaco Mortgage Loan, and to execute, deliver and
          perform, and to enter into and consummate the transactions
          contemplated by this Agreement and each Subsequent Transfer
          Agreement and has duly authorized by all necessary corporate action
          on the part



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<PAGE>

          of Park Monaco the execution, delivery and performance of this
          Agreement and each Subsequent Transfer Agreement; and this
          Agreement and each Subsequent Transfer Agreement, assuming the due
          authorization, execution and delivery hereof by the other parties
          hereto, constitutes a legal, valid and binding obligation of Park
          Monaco, enforceable against Park Monaco in accordance with its
          terms, except that (a) the enforceability hereof may be limited by
          bankruptcy, insolvency, moratorium, receivership and other similar
          laws relating to creditors' rights generally and (b) the remedy of
          specific performance and injunctive and other forms of equitable
          relief may be subject to equitable defenses and to the discretion of
          the court before which any proceeding therefor may be brought.

                     (3) The execution and delivery of this Agreement and each
          Subsequent Transfer Agreement by Park Monaco, the sale of the Park
          Monaco Mortgage Loans by Park Monaco under this Agreement and each
          Subsequent Transfer Agreement, the consummation of any other of the
          transactions contemplated by this Agreement and each Subsequent
          Transfer Agreement, and the fulfillment of or compliance with the
          terms hereof are in the ordinary course of business of Park Monaco
          and will not (A) result in a material breach of any term or
          provision of the certificate of incorporation or by-laws of Park
          Monaco or (B) materially conflict with, result in a material breach,
          violation or acceleration of, or result in a material default under,
          the terms of any other material agreement or instrument to which
          Park Monaco is a party or by which it may be bound, or (C)
          constitute a material violation of any statute, order or regulation
          applicable to Park Monaco of any court, regulatory body,
          administrative agency or governmental body having jurisdiction over
          Park Monaco; and Park Monaco is not in breach or violation of any
          material indenture or other material agreement or instrument, or in
          violation of any statute, order or regulation of any court,
          regulatory body, administrative agency or governmental body having
          jurisdiction over it which breach or violation may materially impair
          Park Monaco's ability to perform or meet any of its obligations
          under this Agreement.

                     (4) No litigation is pending or, to the best of Park
          Monaco's knowledge, threatened, against Park Monaco that would
          materially and adversely affect the execution, delivery or
          enforceability of this Agreement or any Subsequent Transfer
          Agreement or the ability of Park Monaco to sell the Park Monaco
          Mortgage Loans or to perform any of its other obligations under this
          Agreement or any Subsequent Transfer Agreement in accordance with
          the terms hereof or thereof.

                     (5) No consent, approval, authorization or order of any
          court or governmental agency or body is required for the execution,
          delivery and performance by Park Monaco of, or compliance by Park
          Monaco with, this Agreement or any Subsequent Transfer Agreement or
          the consummation of the transactions contemplated hereby, or if any
          such consent, approval, authorization or order is required, Park
          Monaco has obtained the same.

                     (6) Park Monaco will treat the transfer of the Park
          Monaco Mortgage Loans to the Depositor as a sale of the Park Monaco
          Mortgage Loans for all tax, accounting and regulatory purposes.



                                      83
<PAGE>

                     (7) Immediately prior to the assignment of each Park
          Monaco Mortgage Loan to the Depositor, Park Monaco had good title
          to, and was the sole owner of, such Park Monaco Mortgage Loan free
          and clear of any pledge, lien, encumbrance or security interest and
          had full right and authority, subject to no interest or
          participation of, or agreement with, any other party, to sell and
          assign the same pursuant to this Agreement.

                 (d)  Park Sienna hereby represents and warrants to the
Depositor and the Trustee as follows, as of the Cut-off Date:

                     (1) Park Sienna is duly organized as a Delaware limited
          liability company and is validly existing and in good standing under
          the laws of the State of Delaware and is duly authorized and
          qualified to transact any and all business contemplated by this
          Agreement and each Subsequent Transfer Agreement to be conducted by
          Park Sienna in any state in which a Mortgaged Property securing a
          Park Sienna Mortgage Loan is located or is otherwise not required
          under applicable law to effect such qualification and, in any event,
          is in compliance with the doing business laws of any such state, to
          the extent necessary to ensure its ability to enforce each Park
          Sienna Mortgage Loan, to sell the Park Sienna Mortgage Loans in
          accordance with the terms of this Agreement and each Subsequent
          Transfer Agreement and to perform any of its other obligations under
          this Agreement in accordance with the terms hereof.

                     (2) Park Sienna has the full company power and authority
          to sell each Park Sienna Mortgage Loan, and to execute, deliver and
          perform, and to enter into and consummate the transactions
          contemplated by this Agreement and each Subsequent Transfer
          Agreement and has duly authorized by all necessary company action on
          the part of Park Sienna the execution, delivery and performance of
          this Agreement and each Subsequent Transfer Agreement; and this
          Agreement and each Subsequent Transfer Agreement, assuming the due
          authorization, execution and delivery hereof by the other parties
          hereto, constitutes a legal, valid and binding obligation of Park
          Sienna, enforceable against Park Sienna in accordance with its
          terms, except that (a) the enforceability hereof may be limited by
          bankruptcy, insolvency, moratorium, receivership and other similar
          laws relating to creditors' rights generally and (b) the remedy of
          specific performance and injunctive and other forms of equitable
          relief may be subject to equitable defenses and to the discretion of
          the court before which any proceeding therefor may be brought.

                     (3) The execution and delivery of this Agreement and each
          Subsequent Transfer Agreement by Park Sienna, the sale of the Park
          Sienna Mortgage Loans by Park Sienna under this Agreement and each
          Subsequent Transfer Agreement, the consummation of any other of the
          transactions contemplated by this Agreement and each Subsequent
          Transfer Agreement and the fulfillment of or compliance with the
          terms hereof are in the ordinary course of business of Park Sienna
          and will not (A) result in a material breach of any term or
          provision of the certificate of formation or limited liability
          company agreement of Park Sienna or (B) materially conflict with,
          result in a material breach, violation or acceleration of, or result
          in a material default under, the terms of any other material
          agreement or instrument to which Park Sienna is a party or by which
          it may be bound, or (C) constitute a material violation of any
          statute, order or regulation



                                      84
<PAGE>

          applicable to Park Sienna of any court, regulatory body,
          administrative agency or governmental body having jurisdiction over
          Park Sienna; and Park Sienna is not in breach or violation of any
          material indenture or other material agreement or instrument, or in
          violation of any statute, order or regulation of any court,
          regulatory body, administrative agency or governmental body having
          jurisdiction over it which breach or violation may materially impair
          Park Sienna's ability to perform or meet any of its obligations
          under this Agreement.

                     (4) No litigation is pending or, to the best of Park
          Sienna's knowledge, threatened, against Park Sienna that would
          materially and adversely affect the execution, delivery or
          enforceability of this Agreement or any Subsequent Transfer
          Agreement or the ability of Park Sienna to sell the Park Sienna
          Mortgage Loans or to perform any of its other obligations under this
          Agreement or any Subsequent Transfer Agreement in accordance with
          the terms hereof or thereof.

                     (5) No consent, approval, authorization or order of any
          court or governmental agency or body is required for the execution,
          delivery and performance by Park Sienna of, or compliance by Park
          Sienna with, this Agreement or any Subsequent Transfer Agreement or
          the consummation of the transactions contemplated hereby, or if any
          such consent, approval, authorization or order is required, Park
          Sienna has obtained the same.

                     (6) Park Sienna will treat the transfer of the Park
          Sienna Mortgage Loans to the Depositor as a sale of the Park Sienna
          Mortgage Loans for all tax, accounting and regulatory purposes.

                     (7) Immediately prior to the assignment of each Park
          Sienna Mortgage Loan to the Depositor, Park Sienna had good title
          to, and was the sole owner of, such the Park Sienna Mortgage Loan
          free and clear of any pledge, lien, encumbrance or security interest
          and had full right and authority, subject to no interest or
          participation of, or agreement with, any other party, to sell and
          assign the same pursuant to this Agreement.

                  (e) Upon discovery by any of the parties hereto of a breach
of a representation or warranty set forth in Section 2.03(a) through (d) that
materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan, the party discovering such breach shall give prompt notice
thereof to the other parties, the NIM Insurer and the Swap Counterparty. 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 (d) 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 Class 2-A-2
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; provided that
(a) any such substitution pursuant to (i) above or repurchase pursuant to (ii)
above shall not be effected prior to the delivery to the Trustee of the
Opinion of Counsel required



                                      85
<PAGE>

by Section 2.05 hereof, (b) any such substitution pursuant to (i) above shall
not be effected prior to the additional delivery to the Trustee of a Request
for File Release and (c) any such substitution pursuant to (i) above shall
include a payment by the applicable Representing Party of any amount as
calculated under item (iii) of the definition of "Purchase Price". Any
Representing Party liable for a breach under this Section 2.03 shall promptly
reimburse the Master Servicer or the Trustee for any expenses reasonably
incurred by the Master Servicer or the Trustee in respect of enforcing the
remedies for such breach. To enable the Master Servicer to amend the Mortgage
Loan Schedule, any Representing Party liable for a breach under this Section
2.03 shall, unless it cures such breach in a timely fashion pursuant to this
Section 2.03, promptly notify the Master Servicer whether such Representing
Party intends either to repurchase, or to substitute for, the Mortgage Loan
affected by such breach. With respect to the representations and warranties
described in this Section that are made to the best of the Representing
Party's knowledge, if it is discovered by any of the Depositor, the Master
Servicer, the Sellers or the Trustee that the substance of such representation
and warranty is inaccurate and such inaccuracy materially and adversely
affects the value of the related Mortgage Loan, notwithstanding the
Representing Party's lack of knowledge with respect to the substance of such
representation or warranty, such inaccuracy shall be deemed a breach of the
applicable representation or warranty. Any breach of a representation set
forth in Section 2.03(a)(8), (b)(72), (b)(75), (b)(76) or (b)(77) shall be
deemed to materially and adversely affect the Certificateholders.

                  With respect to any Replacement Mortgage Loan or Loans, the
applicable Seller delivering such Replacement Mortgage Loan shall deliver to
the Trustee for the benefit of the Certificateholders the related Mortgage
Note, Mortgage and assignment of the Mortgage, and such other documents and
agreements as are required by Section 2.01, with the Mortgage Note endorsed
and the Mortgage assigned as required by Section 2.01. No substitution will be
made in any calendar month after the Determination Date for such month.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and will be retained by the
applicable Seller delivering such Replacement Mortgage Loan on such
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the Scheduled Payment due on any Deleted
Mortgage Loan for the related Due Period and thereafter the applicable Seller
shall be entitled to retain all amounts received in respect of such Deleted
Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for
the benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Replacement Mortgage Loan or Loans
and the Master Servicer shall deliver the amended Mortgage Loan Schedule to
the Trustee. Upon such substitution, the Replacement Mortgage Loan or Loans
shall be subject to the terms of this Agreement in all respects, and the
applicable Seller delivering such Replacement Mortgage Loan shall be deemed to
have made with respect to such Replacement Mortgage Loan or Loans, as of the
date of substitution, the representations and warranties set forth in Section
2.03(b), (c) or (d) with respect to such Mortgage Loan. Upon any such
substitution and the deposit to the Certificate Account of the amount required
to be deposited therein in connection with such substitution as described in
the following paragraph, the Trustee shall release to the Representing Party
the Mortgage File relating to such Deleted Mortgage Loan and held for the
benefit of the Certificateholders and shall execute and deliver at the Master
Servicer's direction such instruments of transfer or assignment as have been
prepared by the Master Servicer, in each case without recourse, as shall



                                      86
<PAGE>

be necessary to vest in the applicable Seller, or its respective designee,
title to the Trustee's interest in any Deleted Mortgage Loan substituted for
pursuant to this Section 2.03.

                  For any month in which any Seller substitutes one or more
Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the amount (if any) by which the aggregate principal
balance of all such Replacement Mortgage Loans as of the date of substitution
is less than the Stated Principal Balance (after application of the principal
portion of the Scheduled Payment due in the month of substitution) of all such
Deleted Mortgage Loans. An amount equal to the aggregate of the deficiencies
described in the preceding sentence (such amount, the "Substitution Adjustment
Amount") shall be forwarded by the applicable Seller to the Master Servicer
and deposited by the Master Servicer into the Certificate Account not later
than the Determination Date for the Distribution Date relating to the
Prepayment Period during which the related Mortgage Loan became required to be
purchased or replaced hereunder.

                  In the event that a Seller shall have repurchased a Mortgage
Loan, the Purchase Price therefor shall be deposited in the Certificate
Account pursuant to Section 3.05 on the Determination Date for the
Distribution Date in the month following the month during which such Seller
became obligated to repurchase or replace such Mortgage Loan and upon such
deposit of the Purchase Price, the delivery of the Opinion of Counsel required
by Section 2.05, if any, and the receipt of a Request for File Release, the
Trustee shall release the related Mortgage File held for the benefit of the
Certificateholders to such Seller, and the Trustee shall execute and deliver
at such Person's direction the related instruments of transfer or assignment
prepared by such Seller, in each case without recourse, as shall be necessary
to transfer title from the Trustee for the benefit of the Certificateholders
and transfer the Trustee's interest to such Seller to any Mortgage Loan
purchased pursuant to this Section 2.03. It is understood and agreed that the
obligation under this Agreement of the Sellers to cure, repurchase or replace
any Mortgage Loan as to which a breach has occurred and is continuing shall
constitute the sole remedy against the Sellers respecting such breach
available to Certificateholders, the Depositor or the Trustee.

                  (f) The representations and warranties set forth in this
Section 2.03 shall survive delivery of the respective Mortgage Files to the
Trustee for the benefit of the Certificateholders with respect to each
Mortgage Loan.

                  Section 2.04 Representations and Warranties of the
                               Depositor.

                  The Depositor hereby represents and warrants to the Master
Servicer and the Trustee as follows, as of the date hereof and as of each
Subsequent Transfer Date:

               (1) The Depositor is duly organized and is validly existing as
          a corporation in good standing under the laws of the State of
          Delaware and has full power and authority (corporate and other)
          necessary to own or hold its properties and to conduct its business
          as now conducted by it and to enter into and perform its obligations
          under this Agreement and each Subsequent Transfer Agreement.

               (2) The Depositor has the full corporate power and authority to
          execute, deliver and perform, and to enter into and consummate the
          transactions



                                      87
<PAGE>

          contemplated by, this Agreement and each Subsequent Transfer
          Agreement and has duly authorized, by all necessary corporate action
          on its part, the execution, delivery and performance of this
          Agreement and each Subsequent Transfer Agreement; and this Agreement
          and each Subsequent Transfer Agreement, assuming the due
          authorization, execution and delivery hereof by the other parties
          hereto, constitutes a legal, valid and binding obligation of the
          Depositor, enforceable against the Depositor in accordance with its
          terms, subject, as to enforceability, to (i) bankruptcy, insolvency,
          reorganization, moratorium and other similar laws affecting
          creditors' rights generally and (ii) general principles of equity,
          regardless of whether enforcement is sought in a proceeding in
          equity or at law.

               (3) The execution and delivery of this Agreement and each
          Subsequent Transfer Agreement by the Depositor, the consummation of
          the transactions contemplated by this Agreement, and the fulfillment
          of or compliance with the terms hereof are in the ordinary course of
          business of the Depositor and will not (A) result in a material
          breach of any term or provision of the charter or by-laws of the
          Depositor or (B) materially conflict with, result in a material
          breach, violation or acceleration of, or result in a material
          default under, the terms of any other material agreement or
          instrument to which the Depositor is a party or by which it may be
          bound or (C) constitute a material violation of any statute, order
          or regulation applicable to the Depositor of any court, regulatory
          body, administrative agency or governmental body having jurisdiction
          over the Depositor; and the Depositor is not in breach or violation
          of any material indenture or other material agreement or instrument,
          or in violation of any statute, order or regulation of any court,
          regulatory body, administrative agency or governmental body having
          jurisdiction over it which breach or violation may materially impair
          the Depositor's ability to perform or meet any of its obligations
          under this Agreement.

               (4) No litigation is pending, or, to the best of the
          Depositor's knowledge, threatened, against the Depositor that would
          materially and adversely affect the execution, delivery or
          enforceability of this Agreement or any Subsequent Transfer
          Agreement or the ability of the Depositor to perform its obligations
          under this Agreement or any Subsequent Transfer Agreement in
          accordance with the terms hereof or thereof.

               (5) No consent, approval, authorization or order of any court
          or governmental agency or body is required for the execution,
          delivery and performance by the Depositor of, or compliance by the
          Depositor with, this Agreement or any Subsequent Transfer Agreement
          or the consummation of the transactions contemplated hereby, or if
          any such consent, approval, authorization or order is required, the
          Depositor has obtained the same.

                  The Depositor hereby represents and warrants to the Trustee
with respect to each Mortgage Loan, as of the Closing Date or the related
Subsequent Transfer Date, as applicable, following the transfer of such
Mortgage Loan to it by the Sellers, the Depositor had good title to the
Initial Mortgage Loans or related Subsequent Mortgage Loans, as applicable,
and the related Mortgage Notes were subject to no offsets, claims, defenses or
counterclaims.


                                      88
<PAGE>

                  It is understood and agreed that the representations and
warranties set forth in the two immediately preceding paragraphs shall survive
delivery of the Mortgage Files to the Trustee. Upon discovery by the Depositor
or the Trustee, of a breach of any of the foregoing representations and
warranties set forth in the immediately preceding paragraph (referred to
herein as a "breach"), which breach materially and adversely affects the
interest of the Certificateholders, the party discovering such breach shall
give prompt written notice to the others and to each Rating Agency, the NIM
Insurer and the Swap Counterparty. The Depositor hereby covenants with respect
to the representations and warranties made by it in this Section 2.04 that
within 90 days of the earlier of the discovery by it or receipt of written
notice by it 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, it shall cure such breach in all
material respects and, if such breach is not so cured, shall repurchase or
replace the affected Mortgage Loan or Loans in accordance with the procedure
set forth in Section 2.03(e).

                  Section 2.05 Delivery of Opinion of Counsel in Connection
                               with Substitutions and Repurchases.

                  (a) Notwithstanding any contrary provision of this
Agreement, with respect to any Mortgage Loan that is not in default or as to
which default is not imminent, no repurchase or substitution pursuant to
Sections 2.02, 2.03 or 2.04 shall be made unless the Representing Party making
such repurchase or substitution delivers to the Trustee an Opinion of Counsel
(which such Representing Party shall use reasonable efforts to obtain),
addressed to the Trustee to the effect that such repurchase or substitution
would not (i) result in the imposition of the tax on "prohibited transactions"
of the Trust Fund or contributions after the Closing Date, as defined in
sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding. Any Mortgage Loan as to which repurchase or
substitution was delayed pursuant to this paragraph shall be repurchased or
the substitution therefor shall occur (subject to compliance with Sections
2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or
imminent default with respect to such loan and (b) receipt by the Trustee of
an Opinion of Counsel to the effect that such repurchase or substitution, as
applicable, will not result in the events described in clause (i) or clause
(ii) of the preceding sentence.

                  (b) Upon discovery by the Depositor, any Seller, the Master
Servicer or the Trustee that any Mortgage Loan does not constitute a
"qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the
party discovering such fact shall promptly (and in any event within five
Business Days of discovery) give written notice thereof to the other parties
and the NIM Insurer. In connection therewith, the Trustee shall require CHL,
at CHL's option, to either (i) substitute, if the conditions in Section
2.03(e) with respect to substitutions are satisfied, a Replacement Mortgage
Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage
Loan within 90 days of such discovery in the same manner as it would a
Mortgage Loan for a breach of representation or warranty contained in Section
2.03. The Trustee shall reconvey to CHL the Mortgage Loan to be released
pursuant hereto in the same manner, and on the same terms and conditions, as
it would a Mortgage Loan repurchased for breach of a representation or
warranty contained in Section 2.03.



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                  Section 2.06 Authentication and Delivery of Certificates.

                  The Trustee acknowledges the transfer and assignment to it
of the Trust Fund and, concurrently with such transfer and assignment, has
executed, authenticated and delivered, to or upon the order of the Depositor,
the Certificates in authorized denominations evidencing the entire ownership
of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the
rights referred to above for the benefit of all present and future Holders of
the Certificates and to perform the duties set forth in this Agreement.

                  Section 2.07 Covenants of the Master Servicer.

                  The Master Servicer hereby covenants to the Depositor and
the Trustee as follows:

                  (a) the Master Servicer shall comply in the performance of
its obligations under this Agreement with all reasonable rules and
requirements of the insurer under each Required Insurance Policy; and

                  (b) no written information, certificate of an officer,
statement furnished in writing or written report delivered to the Depositor,
any affiliate of the Depositor or the Trustee and prepared by the Master
Servicer pursuant to this Agreement will contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
information, certificate, statement or report not misleading.

                                 ARTICLE III.
                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

                  Section 3.01 Master Servicer to Service Mortgage Loans.

                  For and on behalf of the Certificateholders, the Master
Servicer shall service and administer the Mortgage Loans in accordance with
customary and usual standards of practice of prudent mortgage loan lenders in
the respective states in which the Mortgaged Properties are located, including
taking all required and appropriate actions under each Required Insurance
Policy. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.02 hereof, subject to the terms hereof
(i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but only in the manner provided in this
Agreement), (iii) to collect any Insurance Proceeds, other Liquidation
Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to
effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that the Master Servicer shall
take no action that is inconsistent with or prejudices the interests of the
Trustee or the Certificateholders in any Mortgage Loan or the rights and
interests of the Depositor and the Trustee under this Agreement. The Master
Servicer shall represent and protect the interest of the Trustee in the same
manner as it currently protects its own interest in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan which would (i) cause



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any REMIC formed hereunder to fail to qualify as a REMIC or (ii) result in the
imposition of any tax under section 860(a) or 860(d) of the Code, but in any
case the Master Servicer shall not act in any manner that is a lesser standard
than that provided in the first sentence of this Section 3.01. Without
limiting the generality of the foregoing, the Master Servicer, in its own name
or in the name of the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Master Servicer believes
it appropriate in its reasonable judgment, to execute and deliver, on behalf
of the Trustee, the Depositor, the Certificateholders or any of them, any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge and all other comparable instruments, with respect to the
Mortgage Loans, and with respect to the Mortgaged Properties held for the
benefit of the Certificateholders. The Master Servicer shall prepare and
deliver to the Depositor and/or the Trustee such documents requiring execution
and delivery by any or all of them as are necessary or appropriate to enable
the Master Servicer to service and administer the Mortgage Loans. Upon receipt
of such documents, the Depositor and/or the Trustee shall execute such
documents and deliver them to the Master Servicer. The Master Servicer further
is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of the
Subservicer, when the Master Servicer or the Subservicer, as the case may be,
believes it appropriate in its best judgment to register any Mortgage Loan on
the MERS(R) System, or cause the removal from the registration of any Mortgage
Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee
and the Certificateholders or any of them, any and all instruments of
assignment and other comparable instruments with respect to such assignment or
re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns.

                  In accordance with the standards of the preceding paragraph,
the Master Servicer shall advance or cause to be advanced funds as necessary
for the purpose of effecting the payment of taxes and assessments on the
Mortgaged Properties, which advances shall be reimbursable in the first
instance from related collections from the Mortgagors pursuant to Section
3.06, and further as provided in Section 3.08. All costs incurred by the
Master Servicer, if any, in effecting the timely payments of taxes and
assessments on the Mortgaged Properties and related insurance premiums shall
not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balance under the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so
permit.

                  The Master Servicer shall deliver a list of Servicing
Officers to the Trustee by the Closing Date.

                  In connection with its activities as Master Servicer of the
Mortgage Loans, the Master Servicer agrees to present, on behalf of itself,
the Trustee and the Certificateholders, claims to the insurer under any
primary insurance policies and, in this regard, to take any reasonable action
necessary to permit recovery under any primary insurance policies respecting
defaulted Mortgage Loans. Any amounts collected by the Master Servicer under
any primary insurance policies shall be deposited in the Certificate Account.

                  In the event that a shortfall in any collection on or
liability with respect to any Mortgage Loan results from or is attributable to
adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances
that were made by the Master Servicer in a manner not consistent with the
terms of the related Mortgage Note and this Agreement, the Master Servicer,



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upon discovery or receipt of notice thereof, immediately shall deliver to the
Trustee for deposit in the Distribution Account from its own funds the amount
of any such shortfall and shall indemnify and hold harmless the Trust Fund,
the Trustee, the Depositor and any successor master servicer in respect of any
such liability. Such indemnities shall survive the termination or discharge of
this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not
limit the ability of the Master Servicer to seek recovery of any such amounts
from the related Mortgagor under the terms of the related Mortgage Note, as
permitted by law and shall not be an expense of the Trust.

                  Section 3.02 Subservicing; Enforcement of the Obligations of
                               Master Servicer.

                  (a) The Master Servicer may arrange for the subservicing of
any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a
subservicing agreement (each, a "Subservicing Agreement"); provided that (i)
such subservicing arrangement and the terms of the related subservicing
agreement must provide for the servicing of such Mortgage Loans in a manner
consistent with the servicing arrangements contemplated hereunder, (ii) that
such subservicing agreements would not result in a withdrawal or a downgrading
by any Rating Agency of the ratings on any Class of Certificates (without
regard to the Class 2-A-2 Policy in the case of the Class 2-A-2 Certificates),
as evidenced by a letter to that effect delivered by each Rating Agency to the
Depositor and the NIM Insurer and (iii) the NIM Insurer shall have consented
to such subservicing agreements (which consent shall not be unreasonably
withheld) with Subservicers, for the servicing and administration of the
Mortgage Loans. The Master Servicer shall deliver to the Trustee copies of all
Sub-Servicing Agreements, and any amendments or modifications thereof,
promptly upon the Master Servicer's execution and delivery of such
instruments. The Master Servicer, with the written consent of the NIM Insurer
(which consent shall not be unreasonably withheld), shall be entitled to
terminate any Subservicing Agreement and the rights and obligations of any
Subservicer pursuant to any Subservicing Agreement in accordance with the
terms and conditions of such Subservicing Agreement. Notwithstanding the
provisions of any subservicing agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer
or a subservicer or reference to actions taken through a Master Servicer or
otherwise, the Master Servicer shall remain obligated and liable to the
Depositor, the Trustee and the Certificateholders for the servicing and
administration of the Mortgage Loans in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
subservicing agreements or arrangements or by virtue of indemnification from
the subservicer and to the same extent and under the same terms and conditions
as if the Master Servicer alone were servicing and administering the Mortgage
Loans. Every subservicing agreement entered into by the Master Servicer shall
contain a provision giving the successor Master Servicer the option to
terminate such agreement without cost in the event a successor Master Servicer
is appointed. All actions of each subservicer performed pursuant to the
related subservicing agreement shall be performed as an agent of the Master
Servicer with the same force and effect as if performed directly by the Master
Servicer.

                  (b) For purposes of this Agreement, the Master Servicer
shall be deemed to have received any collections, recoveries or payments with
respect to the Mortgage Loans that are received by a subservicer regardless of
whether such payments are remitted by the subservicer to the Master Servicer.



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                  Section 3.03 Rights of the Depositor, the Sellers, the
                               Certificateholders, the NIM Insurer, the
                               Class 2-A-2 Insurer and the Trustee
                               in Respect of the Master Servicer.

                  None of the Trustee, the Sellers, the Certificateholders,
the NIM Insurer, the Class 2-A-2 Insurer or the Depositor shall have any
responsibility or liability for any action or failure to act by the Master
Servicer, and none of them is obligated to supervise the performance of the
Master Servicer hereunder or otherwise. The Master Servicer shall afford (and
any Subservicing Agreement shall provide that each Subservicer shall afford)
the Depositor, the NIM Insurer, the Class 2-A-2 Insurer and the Trustee, upon
reasonable notice, during normal business hours, access to all records
maintained by the Master Servicer (and any such Subservicer) in respect of the
Master Servicer's rights and obligations hereunder and access to officers of
the Master Servicer (and those of any such Subservicer) responsible for such
obligations. Upon request, the Master Servicer shall furnish to the Depositor,
the NIM Insurer, the Class 2-A-2 Insurer and the Trustee its (and any such
Subservicer's) most recent financial statements and such other information
relating to the Master Servicer's capacity to perform its obligations under
this Agreement that it possesses. To the extent such information is not
otherwise available to the public, the Depositor, the NIM Insurer, the Class
2-A-2 Insurer and the Trustee shall not disseminate any information obtained
pursuant to the preceding two sentences without the Masters Servicer's (or any
such Subservicer's) written consent, except as required pursuant to this
Agreement or to the extent that it is necessary to do so (i) in working with
legal counsel, auditors, taxing authorities or other governmental agencies,
rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Depositor, the Trustee, the NIM
Insurer, the Class 2-A-2 Insurer or the Trust Fund, and in either case, the
Depositor, the NIM Insurer, the Class 2-A-2 Insurer or the Trustee, as the
case may be, shall use its reasonable best efforts to assure the
confidentiality of any such disseminated non-public information. The Depositor
may, but is not obligated to, enforce the obligations of the Master Servicer
under this Agreement and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer under
this Agreement or exercise the rights of the Master Servicer under this
Agreement; provided by virtue of such performance by the Depositor of its
designee. The Depositor shall not have any responsibility or liability for any
action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.

                  Section 3.04 Trustee to Act as Master Servicer.

                  In the event that the Master Servicer shall for any reason
no longer be the Master Servicer hereunder (including by reason of an Event of
Default), the Trustee or its designee shall thereupon assume all of the rights
and obligations of the Master Servicer hereunder arising thereafter (except
that the Trustee shall not be (i) liable for losses of the Master Servicer
pursuant to Section 3.10 hereof or any acts or omissions of the predecessor
Master Servicer hereunder, (ii) obligated to make Advances if it is prohibited
from doing so by applicable law, (iii) obligated to effectuate repurchases or
substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02
or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant
to Section 2.03 or (v) deemed to have made any representations and warranties
hereunder, including pursuant to Section 2.03 or the first paragraph of
Section 6.02 hereof). If the Master



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Servicer shall for any reason no longer be the Master Servicer (including by
reason of any Event of Default), the Trustee (or any other successor servicer)
may, at its option, succeed to any rights and obligations of the Master
Servicer under any subservicing agreement in accordance with the terms
thereof; provided that the Trustee (or any other successor servicer) shall not
incur any liability or have any obligations in its capacity as servicer under
a subservicing agreement arising prior to the date of such succession unless
it expressly elects to succeed to the rights and obligations of the Master
Servicer thereunder; and the Master Servicer shall not thereby be relieved of
any liability or obligations under the subservicing agreement arising prior to
the date of such succession.

                  The Master Servicer shall, upon request of the Trustee, but
at the expense of the Master Servicer, deliver to the assuming party all
documents and records relating to each subservicing agreement and the Mortgage
Loans then being serviced thereunder and an accounting of amounts collected
held by it and otherwise use its best efforts to effect the orderly and
efficient transfer of the subservicing agreement to the assuming party.

                  Section 3.05 Collection of Mortgage Loan Payments;
                               Certificate Account; Distribution Account;
                               Pre-Funding Account; Seller Shortfall Interest
                               Requirement.

                  (a) The Master Servicer shall make reasonable efforts in
accordance with customary and usual standards of practice of prudent mortgage
lenders in the respective states in which the Mortgaged Properties are located
to collect all payments called for under the terms and provisions of the
Mortgage Loans to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Required Insurance
Policy. Consistent with the foregoing, the Master Servicer may in its
discretion (i) waive any late payment charge or, subject to Section 3.20, any
Prepayment Charge or penalty interest in connection with the prepayment of a
Mortgage Loan and (ii) extend the due dates for payments due on a Mortgage
Note for a period not greater than 270 days. In the event of any such
arrangement, the Master Servicer shall make Advances on the related Mortgage
Loan during the scheduled period in accordance with the amortization schedule
of such Mortgage Loan without modification thereof by reason of such
arrangements. In addition, the NIM Insurer's prior written consent shall be
required for any waiver of Prepayment Charges or for the extension of the due
dates for payments due on a Mortgage Note, if the aggregate number of
outstanding Mortgage Loans that have been granted such waivers or extensions
exceeds 5% of the aggregate number of Initial Mortgage Loans and Subsequent
Mortgage Loans. The Master Servicer shall not be required to institute or join
in litigation with respect to collection of any payment (whether under a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant to
which such payment is required is prohibited by applicable law.

                  (b) The Master Servicer shall establish and maintain a
Certificate Account into which the Master Servicer shall deposit or cause to
be deposited on a daily basis within two Business Days of receipt, except as
otherwise specifically provided herein, the following payments and collections
remitted by Subservicers or received by it in respect of Mortgage Loans
subsequent to the Cut-off Date (other than in respect of principal and
interest due on the



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Mortgage Loans on or before the Cut-off Date) and the following amounts
required to be deposited hereunder:

               (1) all payments on account of principal, including Principal
          Prepayments, on the Mortgage Loans;

               (2) all payments on account of interest on the Mortgage Loans
          (net of the related Servicing Fee and Prepayment Interest Excess
          permitted under Section 3.15 hereof to the extent not previously
          paid to or withheld by the Master Servicer);

               (3) all Insurance Proceeds;

               (4) all Liquidation Proceeds and Subsequent Recoveries, other
          than proceeds to be applied to the restoration or repair of the
          Mortgaged Property or released to the Mortgagor in accordance with
          the Master Servicer's normal servicing procedures;

               (5) all Compensating Interest;

               (6) any amount required to be deposited by the Master Servicer
          pursuant to Section 3.05(e) in connection with any losses on
          Permitted Investments;

               (7) any amounts required to be deposited by the Master Servicer
          pursuant to Section 3.10 hereof;

               (8) the Purchase Price and any Substitution Adjustment Amount;

               (9) all Advances made by the Master Servicer or the Trustee
          pursuant to Section 4.01 hereof;

              (10) all Prepayment Charges and Master Servicer Prepayment
          Charge Payment Amounts; and

              (11) any other amounts required to be deposited hereunder.

                  The foregoing requirements for remittance by the Master
Servicer into the Certificate Account shall be exclusive, it being understood
and agreed that, without limiting the generality of the foregoing, payments in
the nature of late payment charges or assumption fees, if collected, need not
be remitted by the Master Servicer. In the event that the Master Servicer
shall remit any amount not required to be remitted and not otherwise subject
to withdrawal pursuant to Section 3.08 hereof, it may at any time withdraw or
direct the institution maintaining the Certificate Account, to withdraw such
amount from the Certificate Account, any provision herein to the contrary
notwithstanding. Such withdrawal or direction may be accomplished by
delivering written notice thereof to the institution maintaining the
Certificate Account, that describes the amounts deposited in error in the
Certificate Account. The Master Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section. All funds deposited
in the Certificate Account shall be held in trust for the Certificateholders
until withdrawn in accordance with Section 3.08.


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                  No later than 1:00 p.m. Pacific time on the Business Day
prior to the Master Servicer Advance Date in each of January 2006 and February
2006, CHL shall remit to the Master Servicer, and the Master Servicer shall
deposit in the Certificate Account, the Seller Shortfall Interest Requirement
(if any) for such Master Servicer Advance Date.

                  (c) The Trustee shall establish and maintain, on behalf of
the Certificateholders, the Distribution Account. The Trustee shall, promptly
upon receipt, deposit in the Distribution Account and retain therein the
following:

                    (1) the aggregate amount remitted by the Master Servicer
               pursuant to the second paragraph of Section 3.08(a); and

                    (2) any amount required to be deposited by the Master
               Servicer pursuant to Section 3.05(e) in connection with any
               losses on Permitted Investments.

                  The foregoing requirements for remittance by the Master
Servicer and deposit by the Trustee into the Distribution Account shall be
exclusive. In the event that the Master Servicer shall remit any amount not
required to be remitted and not otherwise subject to withdrawal pursuant to
Section 3.08 hereof, it may at any time direct the Trustee to withdraw such
amount from the Distribution Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering a written
notice to the Trustee that describes the amounts deposited in error in the
Distribution Account. All funds deposited in the Distribution Account shall be
held by the Trustee in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 3.08.
In no event shall the Trustee incur liability for withdrawals from the
Distribution Account at the direction of the Master Servicer.

                  (d) If the Pre-Funded Amount is greater than zero, the
Trustee shall establish and maintain, on behalf of the Certificateholders, the
Pre-Funding Account, and on the Closing Date, CHL shall remit the Pre-Funded
Amount to the Trustee for deposit in the Pre-Funding Account.

                  On the Business Day before the Distribution Date following
the end of the Funding Period, the Trustee shall (i) withdraw the amount on
deposit in the Pre-Funding Account (net of investment income), (ii) promptly
deposit such amount in the Distribution Account, and (iii) distribute each
amount to the Certificates on the Distribution Date pursuant to Section 4.04.

                  (e) Each institution that maintains the Certificate Account,
the Distribution Account or the Pre-Funding Account shall invest the funds in
each such account, as directed by the Master Servicer, in Permitted
Investments, which shall mature not later than (x) in the case of the
Certificate Account, the second Business Day next preceding the related
Distribution Account Deposit Date (except that if such



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Permitted Investment is an obligation of the institution that maintains such
Certificate Account, then such Permitted Investment shall mature not later
than the Business Day next preceding such Distribution Account Deposit Date)
and (y) in the case of the Distribution Account and the Pre-Funding Account,
the Business Day immediately preceding the first Distribution Date that
follows the date of such investment (except that if such Permitted Investment
is an obligation of the institution that maintains such Distribution Account
or Pre-Funding Account, then such Permitted Investment shall mature not later
than such Distribution Date), in each case, shall not be sold or disposed of
prior to its maturity. All such Permitted Investments shall be made in the
name of the Trustee, for the benefit of the Certificateholders. In the case of
(i) the Certificate Account and the Distribution Account, all income and gain
net of any losses realized from any such investment shall be for the benefit
of the Master Servicer as servicing compensation and shall be remitted to it
monthly as provided herein and (ii) the Pre-Funding Account, all income and
gain net of any losses realized from any such investment shall be for the
benefit of the Depositor and shall be remitted to the Depositor as provided
herein. The amount of any losses incurred in the Certificate Account or the
Distribution Account in respect of any such investments shall be deposited by
the Master Servicer in the Certificate Account or paid to the Trustee for
deposit into the Distribution Account out of the Master Servicer's own funds
immediately as realized. The amount of any losses incurred in the Pre-Funding
Account in respect of any such investments shall be paid by the Master
Servicer to the Trustee for deposit into the Pre-Funding Account out of the
Master Servicer's own funds immediately as realized. The Trustee shall not be
liable for the amount of any loss incurred in respect of any investment or
lack of investment of funds held in the Certificate Account, the Distribution
Account or the Pre-Funding Account and made in accordance with this Section
3.05.

                  (f) The Master Servicer shall give at least 30 days advance
notice to the Trustee, each Seller, each Rating Agency and the Depositor of
any proposed change of location of the Certificate Account prior to any change
thereof. The Trustee shall give at least 30 days advance notice to the Master
Servicer, each Seller, each Rating Agency and the Depositor of any proposed
change of the location of the Distribution Account, the Pre-Funding Account or
the Carryover Reserve Fund prior to any change thereof.

                  (g) Except as otherwise expressly provided in this
Agreement, if any default occurs under any Permitted Investment, the Trustee
may and, subject to Sections 8.01 and 8.02(a)(4), at the request of the
Holders of Certificates representing more than 50% of the Voting Rights or the
NIM Insurer, shall take any action appropriate to enforce payment or
performance, including the institution and prosecution of appropriate
proceedings.

                  Section 3.06 Collection of Taxes, Assessments and Similar
                               Items; Escrow Accounts.

                  To the extent required by the related Mortgage Note, the
Master Servicer shall establish and maintain one or more accounts (each, an
"Escrow Account") and deposit and retain therein all collections from the
Mortgagors (or advances by the Master Servicer) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account of
the Mortgagors. Nothing herein shall require the Master Servicer to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.

                  Withdrawals of amounts so collected from the Escrow Accounts
may be made only to effect timely payment of taxes, assessments, hazard
insurance premiums, condominium or PUD association dues, or comparable items,
to reimburse the Master Servicer out of related collections for any payments
made pursuant to Sections 3.01 hereof (with respect to taxes and


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assessments and insurance premiums) and 3.10 hereof (with respect to hazard
insurance), to refund to any Mortgagors any sums as may be determined to be
overages, to pay interest, if required by law or the terms of the related
Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account or
to clear and terminate the Escrow Account at the termination of this Agreement
in accordance with Section 9.01 hereof. The Escrow Accounts shall not be a
part of the Trust Fund.

                  Section 3.07 Access to Certain Documentation and Information
                               Regarding the Mortgage Loans.

                  The Master Servicer shall afford the Depositor, the NIM
Insurer, the Class 2-A-2 Insurer and the Trustee reasonable access to all
records and documentation regarding the Mortgage Loans and all accounts,
insurance policies and other matters relating to this Agreement, such access
being afforded without charge, but only upon reasonable request and during
normal business hours at the offices of the Master Servicer designated by it.
Upon request, the Master Servicer shall furnish to the Trustee and the NIM
Insurer its most recent publicly available financial statements and any other
information relating to its capacity to perform its obligations under this
Agreement reasonably requested by the NIM Insurer.

                  Upon reasonable advance notice in writing if required by
federal regulation, the Master Servicer will provide to each Certificateholder
or Certificate Owner that is a savings and loan association, bank or insurance
company certain reports and reasonable access to information and documentation
regarding the Mortgage Loans sufficient to permit such Certificateholder or
Certificate Owner to comply with applicable regulations of the OTS or other
regulatory authorities with respect to investment in the Certificates;
provided that the Master Servicer shall be entitled to be reimbursed by each
such Certificateholder or Certificate Owner for actual expenses incurred by
the Master Servicer in providing such reports and access.

                  Section 3.08 Permitted Withdrawals from the Certificate
                               Account, Distribution Account, Carryover
                               Reserve Fund and the Principal Reserve Fund.

                  (a) The Master Servicer may from time to time make
withdrawals from the Certificate Account for the following purposes:

                    (1) to pay to the Master Servicer (to the extent not
               previously paid to or withheld by the Master Servicer), as
               servicing compensation in accordance with Section 3.15, that
               portion of any payment of interest that equals the Servicing
               Fee for the period with respect to which such interest payment
               was made, and, as additional servicing compensation to the
               Master Servicer, those other amounts set forth in Section 3.15;

                    (2) to reimburse each of the Master Servicer and the
               Trustee for Advances made by it with respect to the Mortgage
               Loans, such right of reimbursement pursuant to this subclause
               (2) being limited to amounts received on particular Mortgage
               Loan(s) (including, for this purpose, Liquidation Proceeds,
               Insurance Proceeds and Subsequent Recoveries) that represent
               late recoveries of



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               payments of principal and/or interest on such particular
               Mortgage Loan(s) in respect of which any such Advance was made;

                    (3) [Reserved];

                    (4) to reimburse each of the Master Servicer and the
               Trustee for any Nonrecoverable Advance previously made;

                    (5) to reimburse the Master Servicer from Insurance
               Proceeds for Insured Expenses covered by the related Insurance
               Policy;

                    (6) to pay the Master Servicer any unpaid Servicing Fees
               and to reimburse it for any unreimbursed Servicing Advances,
               the Master Servicer's right to reimbursement of Servicing
               Advances pursuant to this subclause (6) with respect to any
               Mortgage Loan being limited to amounts received on particular
               Mortgage Loan(s) (including, for this purpose, Liquidation
               Proceeds, Insurance Proceeds and Subsequent Recoveries and
               purchase and repurchase proceeds) that represent late
               recoveries of the payments for which such advances were made
               pursuant to Section 3.01 or Section 3.06;

                    (7) to pay to the applicable Seller, the Depositor or the
               Master Servicer, as applicable, with respect to each Mortgage
               Loan or property acquired in respect thereof that has been
               purchased pursuant to Section 2.02, 2.03, 2.04 or 3.12, all
               amounts received thereon and not taken into account in
               determining the related Purchase Price of such repurchased
               Mortgage Loan;

                    (8) to reimburse the applicable Seller, the Master
               Servicer, the NIM Insurer or the Depositor for expenses
               incurred by any of them in connection with the Mortgage Loans
               or Certificates and reimbursable pursuant to Section 6.03
               hereof; provided that such amount shall only be withdrawn
               following the withdrawal from the Certificate Account for
               deposit into the Distribution Account pursuant to the following
               paragraph;

                    (9) to pay any lender-paid primary mortgage insurance
               premiums;

                   (10) to withdraw any amount deposited in the Certificate
               Account and not required to be deposited therein; and

                   (11) to clear and terminate the Certificate Account upon
               termination of this Agreement pursuant to Section 9.01 hereof.

                  In addition, no later than 1:00 p.m. Pacific time on the
Distribution Account Deposit Date, the Master Servicer shall withdraw from the
Certificate Account and remit to the Trustee the Interest Remittance Amount
and Principal Remittance Amount for each Loan Group, and the Trustee shall
deposit such amount in the Distribution Account.

                  The Trustee shall establish and maintain, on behalf of the
Certificateholders, a Principal Reserve Fund in the name of the Trustee. On
the Closing Date, CHL shall deposit into



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the Principal Reserve Fund $200.00. Funds on deposit in the Principal Reserve
Fund shall not be invested. The Principal Reserve Fund shall be treated as an
"outside reserve fund" under applicable Treasury regulations and shall not be
part of any REMIC created under this Agreement.

                  On the Business Day before the first Distribution Date, the
Trustee shall transfer $100.00 from the Principal Reserve Fund to the
Distribution Account, and on the first Distribution Date, the Trustee shall
withdraw $100 and distribute such amount to the Class A-R Certificates in
reduction of the Certificate Principal Balance thereof.

                  On the Business Day before the Class P Principal
Distribution Date, the Trustee shall transfer from the Principal Reserve Fund
to the Distribution Account $100.00 and shall distribute such amount to the
Class P Certificates on the Class P Principal Distribution Date. Following the
distributions to be made in accordance with the preceding sentence, the
Trustee shall then terminate the Principal Reserve Fund.

                  The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Certificate Account pursuant to subclauses
(1), (2), (4), (5), (6), (7), (8) and (9) above. Prior to making any
withdrawal from the Certificate Account pursuant to subclause (4), the Master
Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing
Officer indicating the amount of any previous Advance determined by the Master
Servicer to be a Nonrecoverable Advance and identifying the related Mortgage
Loan(s), and their respective portions of such Nonrecoverable Advance.

                  (b) The Trustee shall withdraw funds from the Distribution
Account for distribution to the Certificateholders and the Class 2-A-2 Insurer
and remittance to the Swap Account in the manner specified in this Agreement
(and to withhold from the amounts so withdrawn, the amount of any taxes that
it is authorized to retain pursuant to the penultimate paragraph of Section
8.11). In addition, the Trustee may from time to time make withdrawals from
the Distribution Account for the following purposes:

                    (1) to pay the Trustee the Trustee Fee on each
               Distribution Date;

                    (2) to pay to the Master Servicer, as additional servicing
               compensation, earnings on or investment income with respect to
               funds in or credited to the Distribution Account;

                    (3) to withdraw pursuant to Section 3.05 any amount
               deposited in the Distribution Account and not required to be
               deposited therein;

                    (4) to reimburse the Trustee for any unreimbursed Advances
               made by it pursuant to Section 4.01(d) hereof, such right of
               reimbursement pursuant to this subclause (iv) being limited to
               (x) amounts received on the related Mortgage Loan(s) in respect
               of which any such Advance was made and (y) amounts not
               otherwise reimbursed to the Trustee pursuant to Section
               3.08(a)(2) hereof;


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                    (5) to reimburse the Trustee for any Nonrecoverable
               Advance previously made by the Trustee pursuant to Section
               4.01(d) hereof, such right of reimbursement pursuant to this
               subclause (v) being limited to amounts not otherwise reimbursed
               to the Trustee pursuant to Section 3.08(a)(4) hereof; and

                    (6) to clear and terminate the Distribution Account upon
               termination of the Agreement pursuant to Section 9.01 hereof.

                  (c) The Trustee shall withdraw funds from the Carryover
Reserve Fund for distribution to the Certificateholders in the manner
specified in this Agreement (and to withhold from the amounts so withdrawn,
the amount of any taxes that it is authorized to retain pursuant to the
penultimate paragraph of Section 8.11). In addition, the Trustee may from time
to time make withdrawals from the Carryover Reserve Fund for the following
purposes:

                    (1) to withdraw any amount deposited in the Carryover
               Reserve Fund and not required to be deposited therein; and

                    (2) to clear and terminate the Carryover Reserve Fund upon
               termination of the Agreement pursuant to Section 9.01 hereof.

                  Section 3.09 [Reserved].

                  Section 3.10 Maintenance of Hazard Insurance.

                  The Master Servicer shall cause to be maintained, for each
Mortgage Loan, hazard insurance with extended coverage in an amount that is at
least equal to the lesser of (i) the maximum insurable value of the
improvements securing such Mortgage Loan and (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan and (b) an amount such that
the proceeds of such policy shall be sufficient to prevent the related
Mortgagor and/or mortgagee from becoming a co-insurer. Each such policy of
standard hazard insurance shall contain, or have an accompanying endorsement
that contains, a standard mortgagee clause. The Master Servicer shall also
cause flood insurance to be maintained on property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, to the extent described
below. Pursuant to Section 3.05 hereof, any amounts collected by the Master
Servicer under any such policies (other than the amounts to be applied to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the Master
Servicer's normal servicing procedures) shall be deposited in the Certificate
Account. Any cost incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating monthly distributions to
the Certificateholders or remittances to the Trustee for their benefit, be
added to the principal balance of the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be recoverable by the
Master Servicer out of late payments by the related Mortgagor or out of
Liquidation Proceeds or Subsequent Recoveries to the extent permitted by
Section 3.08 hereof. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Mortgaged Property is located at the
time of origination of the Mortgage Loan in a federally designated special
flood



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hazard area and such area is participating in the national flood
insurance program, the Master Servicer shall cause flood insurance to be
maintained with respect to such Mortgage Loan. Such flood insurance shall be
in an amount equal to the lesser of (i) the original principal balance of the
related Mortgage Loan, (ii) the replacement value of the improvements that are
part of such Mortgaged Property, or (iii) the maximum amount of such insurance
available for the related Mortgaged Property under the Flood Disaster
Protection Act of 1973, as amended. If the hazard policy contains a deductible
clause, the Master Servicer will be required to deposit from its own funds
into the Certificate Account the amounts that would have been deposited
therein but for the deductible clause.

                  Section 3.11 Enforcement of Due-On-Sale Clauses; Assumption
                               Agreements.

                  (a) Except as otherwise provided in this Section 3.11(a),
when any property subject to a Mortgage has been or is about to be conveyed by
the Mortgagor, the Master Servicer shall to the extent that it has knowledge
of such conveyance, enforce any due-on-sale clause contained in any Mortgage
Note or Mortgage, to the extent permitted under applicable law and
governmental regulations, but only to the extent that such enforcement will
not adversely affect or jeopardize coverage under any Required Insurance
Policy. Notwithstanding the foregoing, the Master Servicer is not required to
exercise such rights with respect to a Mortgage Loan if the Person to whom the
related Mortgaged Property has been conveyed or is proposed to be conveyed
satisfies the terms and conditions contained in the Mortgage Note and Mortgage
related thereto and the consent of the mortgagee under such Mortgage Note or
Mortgage is not otherwise so required under such Mortgage Note or Mortgage as
a condition to such transfer. In the event that the Master Servicer is
prohibited by law from enforcing any such due-on-sale clause, or if coverage
under any Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Master Servicer is
authorized, subject to Section 3.11(b), to take or enter into an assumption
and modification agreement from or with the person to whom such property has
been or is about to be conveyed, pursuant to which such person becomes liable
under the Mortgage Note and, unless prohibited by applicable state law, the
Mortgagor remains liable thereon, provided that the Mortgage Loan shall
continue to be covered (if so covered before the Master Servicer enters such
agreement) by the applicable Required Insurance Policies. The Master Servicer,
subject to Section 3.11(b), is also authorized with the prior approval of the
insurers under any Required Insurance Policies to enter into a substitution of
liability agreement with such Person, pursuant to which the original Mortgagor
is released from liability and such Person is substituted as Mortgagor and
becomes liable under the Mortgage Note. The Master Servicer shall notify the
Trustee that any such substitution, modification or assumption agreement has
been completed by forwarding to the Trustee the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.

                  (b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.11(a) hereof, in any
case in which a Mortgaged Property has been conveyed to a Person by a
Mortgagor, and such Person is to enter into an assumption agreement or
modification agreement or supplement to the Mortgage Note or Mortgage that
requires the signature of the Trustee, or if an instrument of release signed
by the Trustee is required releasing the Mortgagor from liability on the
Mortgage Loan, the Master Servicer shall



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<PAGE>

prepare and deliver or cause to be prepared and delivered to the Trustee for
signature and shall direct, in writing, the Trustee to execute the assumption
agreement with the Person to whom the Mortgaged Property is to be conveyed and
such modification agreement or supplement to the Mortgage Note or Mortgage or
other instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such
Person. In connection with any such assumption, no material term of the
Mortgage Note (including, but not limited to, the Mortgage Rate, the amount of
the Scheduled Payment, the Maximum Mortgage Rate, the Minimum Mortgage Rate,
the Gross Margin, the Initial Periodic Rate Cap, the Subsequent Periodic Rate
Cap, the Adjustment Date and any other term affecting the amount or timing of
payment on the Mortgage Loan) may be changed. In addition, the substitute
Mortgagor and the Mortgaged Property must be acceptable to the Master Servicer
in accordance with its underwriting standards as then in effect. The Master
Servicer shall notify the Trustee that any such substitution or assumption
agreement has been completed by forwarding to the Trustee the original of such
substitution or assumption agreement, which in the case of the original shall
be added to the related Mortgage File and shall, for all purposes, be
considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. Any fee collected by
the Master Servicer for entering into an assumption or substitution of
liability agreement will be retained by the Master Servicer as additional
servicing compensation.

                  Section 3.12 Realization Upon Defaulted Mortgage Loans;
                               Determination of Excess Proceeds and Realized
                               Losses; Repurchase of Certain Mortgage Loans.

                  (a) The Master Servicer may agree to a modification of any
Mortgage Loan (the "Modified Mortgage Loan") if (i) CHL purchases the Modified
Mortgage Loan from the Trust Fund immediately following the modification as
described below and (ii) the Stated Principal Balance of such Mortgage Loan,
when taken together with the aggregate of the Stated Principal Balances of all
other Mortgage Loans in the same Loan Group that have been so modified since
the Closing Date at the time of those modifications, does not exceed an amount
equal to 5% of the aggregate Certificate Principal Balance of the related
Certificates. Effective immediately after the modification, and, in any event,
on the same Business Day on which the modification occurs, all interest of the
Trustee in the Modified Mortgage Loan shall automatically be deemed
transferred and assigned to CHL and all benefits and burdens of ownership
thereof, including the right to accrued interest thereon from the date of
modification and the risk of default thereon, shall pass to CHL. The Master
Servicer shall promptly deliver to the Trustee a certification of a Servicing
Officer to the effect that all requirements of this paragraph have been
satisfied with respect to the Modified Mortgage Loan. For federal income tax
purposes, the Trustee shall account for such purchase as a prepayment in full
of the Modified Mortgage Loan. CHL shall remit the Purchase Price to the
Master Servicer for deposit into the Certificate Account pursuant to Section
3.05 within one Business Day after the purchase of the Modified Mortgage Loan.
Upon receipt by the Trustee of written notification of any such deposit signed
by a Servicing Officer, the Trustee shall release to CHL or its designee the
related Mortgage File and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as shall be necessary
to vest in CHL any Modified Mortgage Loan previously transferred and assigned
pursuant hereto. CHL covenants and agrees to indemnify the



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Trust Fund against any liability for any "prohibited transaction" taxes and
any related interest, additions, and penalties imposed on the Trust Fund
established hereunder as a result of any modification of a Mortgage Loan
effected pursuant to this subsection (a), any holding of a Modified Mortgage
Loan by the Trust Fund or any purchase of a Modified Mortgage Loan by CHL (but
such obligation shall not prevent CHL or any other appropriate Person from in
good faith contesting any such tax in appropriate proceedings and shall not
prevent the CHL from withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings). CHL shall have no right of
reimbursement for any amount paid pursuant to the foregoing indemnification,
except to the extent that the amount of any tax, interest, and penalties,
together with interest thereon, is refunded to the Trust Fund or the CHL. If
the Master Servicer agrees to a modification of any Mortgage Loan pursuant to
this Section 3.12(a), and if such Mortgage Loan carries a Prepayment Charge
provision, CHL shall deliver to the Trustee the amount of the Prepayment
Charge, if any, that would have been due had such Mortgage Loan been prepaid
at the time of such modification, for deposit into the Certificate Account
(not later than 1:00 p.m. Pacific time on the Master Servicer Advance Date
immediately succeeding the date of such modification) for distribution in
accordance with the terms of this Agreement.

                  (b) The Master Servicer shall use reasonable efforts to
foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and
as to which no satisfactory arrangements can be made for collection of
delinquent payments. In connection with such foreclosure or other conversion,
the Master Servicer shall follow such practices and procedures as it shall
deem necessary or advisable and as shall be normal and usual in its general
mortgage servicing activities and the requirements of the insurer under any
Required Insurance Policy; provided that the Master Servicer shall not be
required to expend its own funds in connection with any foreclosure or towards
the restoration of any property unless it shall determine (i) that such
restoration and/or foreclosure will increase the proceeds of liquidation of
the Mortgage Loan after reimbursement to itself of such expenses and (ii) that
such expenses will be recoverable to it through Liquidation Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Certificate Account pursuant to Section 3.08 hereof). The Master Servicer
shall be responsible for all other costs and expenses incurred by it in any
such proceedings; provided that it shall be entitled to reimbursement thereof
from the proceeds of liquidation of the related Mortgaged Property and any
related Subsequent Recoveries, as contemplated in Section 3.08 hereof. If the
Master Servicer has knowledge that a Mortgaged Property that the Master
Servicer is contemplating acquiring in foreclosure or by deed-in-lieu of
foreclosure is located within a one-mile radius of any site with environmental
or hazardous waste risks known to the Master Servicer, the Master Servicer
will, prior to acquiring the Mortgaged Property, consider such risks and only
take action in accordance with its established environmental review
procedures.

                  With respect to any REO Property, the deed or certificate of
sale shall be taken in the name of the Trustee for the benefit of the
Certificateholders (or the Trustee's nominee on behalf of the
Certificateholders). The Trustee's name shall be placed on the title to such
REO Property solely as the Trustee hereunder and not in its individual
capacity. The Master Servicer shall ensure that the title to such REO Property
references this Agreement and the Trustee's capacity thereunder. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall either itself
or through an agent selected by the Master Servicer protect and conserve such
REO Property in the same manner and to such extent as is customary in the
locality where such REO



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Property is located and may, incident to its conservation and protection of
the interests of the Certificateholders, rent the same, or any part thereof,
as the Master Servicer deems to be in the best interest of the Master Servicer
and the Certificateholders for the period prior to the sale of such REO
Property. The Master Servicer shall prepare for and deliver to the Trustee a
statement with respect to each REO Property that has been rented showing the
aggregate rental income received and all expenses incurred in connection with
the management and maintenance of such REO Property at such times as is
necessary to enable the Trustee to comply with the reporting requirements of
the REMIC Provisions. The net monthly rental income, if any, from such REO
Property shall be deposited in the Certificate Account no later than the close
of business on each Determination Date. The Master Servicer shall perform the
tax reporting and withholding related to foreclosures, abandonments and
cancellation of indebtedness income as specified by Sections 1445, 6050J and
6050P of the Code by preparing and filing such tax and information returns, as
may be required.

                  In the event that the Trust Fund acquires any Mortgaged
Property as aforesaid or otherwise in connection with a default or imminent
default on a Mortgage Loan, the Master Servicer shall dispose of such
Mortgaged Property as soon as practicable in a manner that maximizes the
Liquidation Proceeds, but in no event later than three years after its
acquisition by the Trust Fund or, at the expense of the Trust Fund, the Master
Servicer shall request, more than 60 days prior to the day on which such
three-year period would otherwise expire, an extension of the three-year grace
period. In the event the Trustee shall have been supplied with an Opinion of
Counsel (such opinion not to be an expense of the Trustee) to the effect that
the holding by the Trust Fund of such Mortgaged Property subsequent to such
three-year period will not result in the imposition of taxes on "prohibited
transactions" of the Trust Fund as defined in section 860F of the Code or
cause any REMIC formed hereunder to fail to qualify as a REMIC at any time
that any Certificates are outstanding, and the Trust Fund may continue to hold
such Mortgaged Property (subject to any conditions contained in such Opinion
of Counsel) after the expiration of such three-year period. Notwithstanding
any other provision of this Agreement, no Mortgaged Property acquired by the
Trust Fund shall be rented (or allowed to continue to be rented) or otherwise
used for the production of income by or on behalf of the Trust Fund in such a
manner or pursuant to any terms that would (i) cause such Mortgaged Property
to fail to qualify as "foreclosure property" within the meaning of section
860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under section 860G(c) of the Code or otherwise, unless the Master
Servicer has agreed to indemnify and hold harmless the Trust Fund with respect
to the imposition of any such taxes.

                  The decision of the Master Servicer to foreclose on a
defaulted Mortgage Loan shall be subject to a determination by the Master
Servicer that the proceeds of such foreclosure would exceed the costs and
expenses of bringing such a proceeding. The income earned from the management
of any Mortgaged Properties acquired through foreclosure or other judicial
proceeding, net of reimbursement to the Master Servicer for expenses incurred
(including any property or other taxes) in connection with such management and
net of unreimbursed Servicing Fees, Advances, Servicing Advances and any
management fee paid or to be paid with respect to the management of such
Mortgaged Property, shall be applied to the payment of principal of, and
interest on, the related defaulted Mortgage Loans (with interest accruing as
though such Mortgage Loans were still current) and all such income shall be
deemed, for all purposes in this



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Agreement, to be payments on account of principal and interest on the related
Mortgage Notes and shall be deposited into the Certificate Account. To the
extent the income received during a Prepayment Period is in excess of the
amount attributable to amortizing principal and accrued interest at the
related Mortgage Rate on the related Mortgage Loan, such excess shall be
considered to be a partial Principal Prepayment for all purposes hereof.

                  The Liquidation Proceeds from any liquidation of a Mortgage
Loan and any Subsequent Recoveries, net of any payment to the Master Servicer
as provided above, shall be deposited in the Certificate Account as provided
in Section 3.05 for distribution on the related Distribution Date, except that
any Excess Proceeds shall be retained by the Master Servicer as additional
servicing compensation.

                  The proceeds of any Liquidated Mortgage Loan, as well as any
recovery resulting from a partial collection of Liquidation Proceeds or any
income from an REO Property, will be applied in the following order of
priority: first, to reimburse the Master Servicer for any related unreimbursed
Servicing Advances and Servicing Fees, pursuant to Section 3.08(a)(6) or this
Section 3.12; second, to reimburse the Master Servicer for any unreimbursed
Advances, pursuant to Section 3.08(a)(2) or this Section 3.12; third, to
accrued and unpaid interest (to the extent no Advance has been made for such
amount) on the Mortgage Loan or related REO Property, at the Net Mortgage Rate
to the Due Date occurring in the month in which such amounts are required to
be distributed; and fourth, as a recovery of principal of the Mortgage Loan.

                  (c) [Reserved].

                  (d) The Master Servicer, in its sole discretion, shall have
the right to elect (by written notice sent to the Trustee) to purchase for its
own account from the Trust Fund any Mortgage Loan that is 150 days or more
delinquent at a price equal to the Purchase Price; provided, however, that the
Master Servicer may only exercise this right on or before the last day of the
calendar month in which such Mortgage Loan became 150 days delinquent (such
month, the "Eligible Repurchase Month"); provided further, that any such
Mortgage Loan which becomes current but thereafter becomes delinquent may be
purchased by the Master Servicer pursuant to this Section in any ensuing
Eligible Repurchase Month. The Purchase Price for any Mortgage Loan purchased
hereunder shall be deposited in the Certificate Account. Any purchase of a
Mortgage Loan pursuant to this Section 3.12(d) shall be accomplished by
remittance to the Master Servicer for deposit in the Certificate Account of
the Purchase Price. The Trustee, upon receipt of certification from the Master
Servicer of such deposit and a Request for File Release from the Master
Servicer, shall release or cause to be released to the purchaser of such
Mortgage Loan the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment prepared by the purchaser of such
Mortgage Loan, in each case without recourse, as shall be necessary to vest in
the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto
and the purchaser of such Mortgage Loan shall succeed to all the Trustee's
right, title and interest in and to such Mortgage Loan and all security and
documents related thereto. Such assignment shall be an assignment outright and
not for security. The purchaser of such Mortgage Loan shall thereupon own such
Mortgage Loan, and all security and documents, free of any further obligation
to the Trustee or the Certificateholders with respect thereto.



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                  Section 3.13 Trustee to Cooperate; Release of Mortgage
                               Files.

                  Upon the payment in full of any Mortgage Loan, or the
receipt by the Master Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Master Servicer will
promptly notify the Trustee by delivering a Request for File Release. Upon
receipt of such request, the Trustee shall promptly release the related
Mortgage File to the Master Servicer, and the Trustee shall at the Master
Servicer's direction execute and deliver to the Master Servicer the request
for reconveyance, deed of reconveyance or release or satisfaction of mortgage
or such instrument releasing the lien of the Mortgage in each case provided by
the Master Servicer, together with the Mortgage Note with written evidence of
cancellation thereon. The Master Servicer is authorized to cause the removal
from the registration on the MERS(R) System of such Mortgage and to execute
and deliver, on behalf of the Trust Fund and the Certificateholders or any of
them, any and all instruments of satisfaction or cancellation or of partial or
full release. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account, the Distribution Account, the Carryover Reserve Fund or the related
subservicing account. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose,
collection under any policy of flood insurance any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee shall, upon delivery to the Trustee
of a Request for Document Release or a Request for File Release, as
applicable, release the documents specified in such request or the Mortgage
File, as the case may be, to the Master Servicer. Subject to the further
limitations set forth below, the Master Servicer shall cause the Mortgage File
or documents so released to be returned to the Trustee when the need therefor
by the Master Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Certificate Account,
in which case the Master Servicer shall deliver to the Trustee a Request for
File Release for any remaining documents in the Mortgage File not in the
possession of the Master Servicer.

                  If the Master Servicer at any time seeks to initiate a
foreclosure proceeding in respect of any Mortgaged Property as authorized by
this Agreement, the Master Servicer shall deliver or cause to be delivered to
the Trustee, for signature, as appropriate, any court pleadings, requests for
trustee's sale or other documents necessary to effectuate such foreclosure or
any legal action brought to obtain judgment against the Mortgagor on the
Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce
any other remedies or rights provided by the Mortgage Note or the Mortgage or
otherwise available at law or in equity. Notwithstanding the foregoing, the
Master Servicer shall cause possession of any Mortgage File or of the
documents therein that shall have been released by the Trustee to be returned
to the Trustee within 21 calendar days after possession thereof shall have
been released by the Trustee unless (i) the Mortgage Loan has been liquidated
and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the Certificate Account, and the Master Servicer shall have delivered to
the Trustee a Request for File Release or (ii) the Mortgage File or document
shall have been delivered to an attorney or to a public trustee or other
public official as required by law for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged
Property and the Master Servicer shall have delivered to the Trustee an
Officer's Certificate of a Servicing Officer certifying as to the name and
address of the Person to



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which the Mortgage File or the documents therein were delivered and the
purpose or purposes of such delivery.

                  Section 3.14 Documents, Records and Funds in Possession of
                               Master Servicer to be Held for the Trustee.

                  Notwithstanding any other provisions of this Agreement, the
Master Servicer shall transmit to the Trustee as required by this Agreement
all documents and instruments in respect of a Mortgage Loan coming into the
possession of the Master Servicer from time to time and shall account fully to
the Trustee for any funds received by the Master Servicer or that otherwise
are collected by the Master Servicer as Liquidation Proceeds, Insurance
Proceeds or Subsequent Recoveries in respect of any Mortgage Loan. All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds or Subsequent
Recoveries including but not limited to, any funds on deposit in the
Certificate Account, shall be held by the Master Servicer for and on behalf of
the Trust Fund and shall be and remain the sole and exclusive property of the
Trust Fund, subject to the applicable provisions of this Agreement. The Master
Servicer also agrees that it shall not create, incur or subject any Mortgage
File or any funds that are deposited in the Certificate Account, the
Distribution Account, the Carryover Reserve Fund or in any Escrow Account (as
defined in Section 3.06), or any funds that otherwise are or may become due or
payable to the Trustee for the benefit of the Certificateholders, to any
claim, lien, security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of set
off against any Mortgage File or any funds collected on, or in connection
with, a Mortgage Loan, except, however, that the Master Servicer shall be
entitled to set off against and deduct from any such funds any amounts that
are properly due and payable to the Master Servicer under this Agreement.

                  Section 3.15 Servicing Compensation.

                  As compensation for its activities hereunder, the Master
Servicer shall be entitled to retain or withdraw from the Certificate Account
out of each payment of interest on a Mortgage Loan included in the Trust Fund
an amount equal to interest at the applicable Servicing Fee Rate on the Stated
Principal Balance of the related Mortgage Loan for the period covered by such
interest payment.

                  Additional servicing compensation in the form of any Excess
Proceeds, assumption fees, late payment charges, Prepayment Interest Excess,
and all income and gain net of any losses realized from Permitted Investments
shall be retained by the Master Servicer to the extent not required to be
deposited in the Certificate Account pursuant to Section 3.05 or 3.12(b)
hereof. The Master Servicer shall be required to pay all expenses incurred by
it in connection with its servicing activities hereunder (including payment of
any premiums for hazard insurance, as required by Section 3.10 hereof and
maintenance of the other forms of insurance coverage required by Section 3.10
hereof) and shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.08 and 3.12 hereof.



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                  Section 3.16 Access to Certain Documentation.

                  The Master Servicer shall provide to the OTS and the FDIC
and to comparable regulatory authorities supervising Holders of the
Certificates and Certificate Owners and the examiners and supervisory agents
of the OTS, the FDIC and such other authorities, access to the documentation
regarding the Mortgage Loans required by applicable regulations of the OTS and
the FDIC. Such access shall be afforded without charge, but only upon
reasonable and prior written request and during normal business hours at the
offices of the Master Servicer designated by it. Nothing in this Section shall
limit the obligation of the Master Servicer to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Master Servicer to provide access as provided in this Section as a
result of such obligation shall not constitute a breach of this Section.

                  Section 3.17 Annual Statement as to Compliance.

                  The Master Servicer shall deliver to the Depositor and the
Trustee on or before the 80th day after the end of the Master Servicer's
fiscal year, commencing with its 2005 fiscal year, an Officer's Certificate
stating, as to the signer thereof, that (i) a review of the activities of the
Master Servicer during the preceding calendar year and of the performance of
the Master Servicer under this Agreement has been made under such officer's
supervision and (ii) to the best of such officer's knowledge, based on such
review, the Master Servicer has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and (iii) to the best of such
officer's knowledge, each Subservicer has fulfilled all its obligations under
its Subservicing Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation specifying each such default
known to such officer and the nature and status thereof. The Trustee shall
forward a copy of each such statement to each Rating Agency. Copies of such
statement shall be provided by the Trustee to any Certificateholder or
Certificate Owner upon request at the Master Servicer's expense, provided such
statement is delivered by the Master Servicer to the Trustee.

                  Section 3.18 Annual Independent Public Accountants'
                               Servicing Statement; Financial Statements.

                  On or before the later of (i) the 80th day after the end of
the Master Servicer's fiscal year, commencing with its 2005 fiscal year or
(ii) within 30 days of the issuance of the annual audited financial statements
beginning with the audit for the period ending in 2005, the Master Servicer at
its expense shall cause a nationally recognized firm of independent public
accountants (who may also render other services to the Master Servicer, CHL or
any affiliate thereof) that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Trustee, the Depositor and CHL
in compliance with the Uniform Single Attestation Program for Mortgage
Bankers. Copies of such report shall be provided by the Trustee to any
Certificateholder or Certificate Owner upon request at the Master Servicer's
expense, provided such report is delivered by the Master Servicer to the
Trustee. Upon written request, the Master Servicer shall provide to the
Certificateholders or Certificate Owners its publicly available annual
financial statements (or the Master Servicer's parent company's publicly
available annual financial statements, as applicable), if any, promptly after
they become available.



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                  Section 3.19 [Reserved].

                  Section 3.20 Prepayment Charges.

                  (a) Notwithstanding anything in this Agreement to the
contrary, in the event of a Principal Prepayment in full or in part of a
Mortgage Loan, the Master Servicer may not waive any Prepayment Charge or
portion thereof required by the terms of the related Mortgage Note unless (i)
such Mortgage Loan is in default or the Master Servicer believes that such a
default is imminent, and the Master Servicer determines that such waiver would
maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into
account the value of such Prepayment Charge, or (ii) (A) the enforceability
thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or
other similar law relating to creditors' rights generally or (2) due to
acceleration in connection with a foreclosure or other involuntary payment, or
(B) the enforceability is otherwise limited or prohibited by applicable law.
In the event of a Principal Prepayment in full or in part with respect to any
Mortgage Loan, the Master Servicer shall deliver to the Trustee an Officer's
Certificate substantially in the form of Exhibit T no later than the third
Business Day following the immediately succeeding Determination Date with a
copy to the Class P Certificateholders. If the Master Servicer has waived or
does not collect all or a portion of a Prepayment Charge relating to a
Principal Prepayment in full or in part due to any action or omission of the
Master Servicer, other than as provided above, the Master Servicer shall
deliver to the Trustee, together with the Principal Prepayment in full or in
part, the amount of such Prepayment Charge (or such portion thereof as had
been waived) for deposit into the Certificate Account (not later than 1:00
p.m. Pacific time on the immediately succeeding Master Servicer Advance Date,
in the case of such Prepayment Charge) for distribution in accordance with the
terms of this Agreement.

                  (b) Upon discovery by the Master Servicer or a Responsible
Officer of the Trustee of a breach of the foregoing subsection (a), the party
discovering the breach shall give prompt written notice to the other parties.

                  (c) CHL represents and warrants to the Depositor and the
Trustee, as of the Closing Date and each Subsequent Transfer Date, that the
information in the Prepayment Charge Schedule (including the attached
prepayment charge summary) is complete and accurate in all material respects
at the dates as of which the information is furnished and each Prepayment
Charge is permissible and enforceable in accordance with its terms under
applicable state law, except as the enforceability thereof is limited due to
acceleration in connection with a foreclosure or other involuntary payment.

                  (d) Upon discovery by the Master Servicer or a Responsible
Officer of the Trustee of a breach of the foregoing clause (c) that materially
and adversely affects right of the Holders of the Class P Certificates to any
Prepayment Charge, the party discovering the breach shall give prompt written
notice to the other parties. Within 60 days of the earlier of discovery by the
Master Servicer or receipt of notice by the Master Servicer of breach, the
Master Servicer shall cure the breach in all material respects or shall pay
into the Certificate Account the amount of the Prepayment Charge that would
otherwise be due from the Mortgagor, less any amount representing such
Prepayment Charge previously collected and paid by the Master Servicer into
the Certificate Account.



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                  Section 3.21 Swap Contract.

                  CHL shall cause The Bank of New York to enter into the Swap
Contract Administration Agreement and shall assign all of its right, title and
interest in and to the interest rate swap transaction evidenced by the Swap
Contract to, and shall cause all of its obligations in respect of such
transaction to be assumed by, the Swap Contract Administrator, on the terms
and conditions set forth in the Swap Contract Assignment Agreement. The
Trustee's rights to receive certain proceeds of the Swap Contract as provided
in the Swap Contract Administration Agreement shall be rights of the Trustee
as Swap Trustee hereunder, shall be an asset of the Swap Trust and shall not
be an asset of the Trust Fund nor of any REMIC. The Swap Trustee shall deposit
any amounts received from time to time from the Swap Contract Administrator
with respect to the Swap Contract into the Swap Account. The Master Servicer
shall deposit any amounts received on behalf of the Swap Trustee from time to
time with respect to the Swap Contract into the Swap Account.

                  On the Business Day preceding each Distribution Date, the
Swap Trustee shall notify the Swap Contract Administrator of any amounts
distributable to the Interest-Bearing Certificates pursuant to Section
4.04(d)(3) through (8) that will remain unpaid following all distributions to
be made on such Distribution Date pursuant to Section 4.04(a) through (c).

                  No later than two Business Days following each Distribution
Date, the Trustee shall provide the Swap Contract Administrator with
information regarding the aggregate Certificate Principal Balance of the
Interest-Bearing Certificates after all distributions on such Distribution
Date.

                  Upon the Swap Contract Administrator obtaining actual
knowledge of the rating of the Swap Counterparty falling below the Approved
Rating Thresholds (as defined in the Swap Contract), the Swap Trustee shall
direct the Swap Contract Administrator to demand payment of the Delivery
Amount (as defined in the ISDA Credit Support Annex). If a Delivery Amount is
demanded, the Swap Trustee shall set up an account in accordance with Section
4.09 to hold cash or other eligible investments pledged under the ISDA Credit
Support Annex. Any cash or other eligible investments pledged under the ISDA
Credit Support Annex shall not be part of the Distribution Account or the Swap
Account unless they are applied in accordance with the ISDA Credit Support
Annex to make a payment due to the Swap Contract Administrator pursuant to the
Swap Contract. To the extent any Return Amount is due to the Swap Counterparty
pursuant to the ISDA Credit Support Annex, the Swap Trustee shall promptly
transfer such amount pursuant to the terms of the ISDA Credit Support Annex.

                  Upon the Swap Trustee obtaining actual knowledge of a
Failure to Pay or Deliver (as defined in the Swap Contract), the Swap Trustee
shall direct the Swap Contract Administrator to demand payment under the Swap
Guarantee.

                  Upon the Swap Trustee obtaining actual knowledge of an Event
of Default (as defined in the Swap Contract) or Termination Event (as defined
in the Swap Contract) for which the Swap Contract Administrator has the right
to designate an Early Termination Date (as defined in the Swap Contract), the
Swap Trustee shall act at the written direction of the Depositor as to whether
to direct the Swap Contract Administrator to designate an Early



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Termination Date; provided, however, that the Swap Trustee shall provide
written notice to each Rating Agency following the Event of Default or
Termination Event. Upon the termination of the Swap Contract under the
circumstances contemplated by this Section 3.21, the Swap Trustee shall use
its reasonable best efforts to enforce the rights of the Swap Contract
Administrator as may be permitted by the terms of the Swap Contract and
consistent with the terms hereof, and CHL shall assist the Swap Contract
Administrator in procuring a replacement swap contract with terms
approximating those of the original Swap Contract.

                  In the event that the swap counterparty in respect of a
replacement swap contract pays any upfront amount to the Swap Contract
Administrator in connection with entering into the replacement swap contract,
the Swap Trustee shall notify the Swap Contract Administrator of the amount of
Interest Funds for Loan Group 1, Loan Group 2 and Loan Group 3 and the
Principal Distribution Amounts for Loan Group 1, Loan Group 2 and Loan Group 3
that were used on prior Distribution Dates to cover any Swap Termination
Payment due to the Swap Counterparty under the original Swap Contract, and any
portion of such upfront amount paid by a swap counterparty in respect of a
replacement swap contract that is remitted by the Swap Contract Administrator
to the Swap Trustee shall be included in Interest Funds for Loan Group 1, Loan
Group 2 and Loan Group 3 and the Principal Distribution Amounts for Loan Group
1, Loan Group 2 and Loan Group 3 on the next Distribution Date to the extent,
and in the respective amounts, that such Interest Funds for Loan Group 1, Loan
Group 2 and Loan Group 3 and Principal Distribution Amounts for Loan Group 1,
Loan Group 2 and Loan Group 3 were used on prior Distribution Dates to cover
any Swap Termination Payment due to the Swap Counterparty under the original
Swap Contract.

                  Any portion of any Net Swap Payment or Swap Termination
Payment payable by the Swap Counterparty and not required to be remitted by
the Swap Contract Administrator to the Swap Trustee with respect to any
Distribution Date pursuant to this Agreement or the Swap Contract
Administration Agreement will be remitted to CHL and will not be available to
make distributions in respect of any Class of Certificates.

                  The Swap Counterparty shall be an express third party
beneficiary of this Agreement for the purpose of enforcing the provisions
hereof to the extent of the Swap Counterparty's rights explicitly specified
herein as if a party hereto.

                                 ARTICLE IV.
               DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

                  Section 4.01 Advances; Remittance Reports.

                  (a) Within two Business Days after each Determination Date,
the Master Servicer shall deliver to the Trustee by facsimile or electronic
mail (or by such other means as the Master Servicer and the Trustee, as the
case may be, may agree from time to time) a Remittance Report with respect to
the related Distribution Date. The Trustee shall not be responsible to
recompute, recalculate or verify any information provided to it by the Master
Servicer.



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<PAGE>

                  (b) Subject to the conditions of this Article IV, the Master
Servicer, as required below, shall make an Advance and deposit such Advance in
the Certificate Account. Each such Advance shall be remitted to the
Certificate Account no later than 1:00 p.m. Pacific time on the Master
Servicer Advance Date in immediately available funds. The Trustee will provide
notice to the Master Servicer by facsimile by the close of business on any
Master Servicer Advance Date in the event that the amount remitted by the
Master Servicer to the Trustee on the Distribution Account Deposit Date is
less than the Advances required to be made by the Master Servicer for such
Distribution Date. The Master Servicer shall be obligated to make any such
Advance only to the extent that such advance would not be a Nonrecoverable
Advance. If the Master Servicer shall have determined that it has made a
Nonrecoverable Advance or that a proposed Advance or a lesser portion of such
Advance would constitute a Nonrecoverable Advance, the Master Servicer shall
deliver (i) to the Trustee for the benefit of the Certificateholders funds
constituting the remaining portion of such Advance, if applicable, and (ii) to
the Depositor, each Rating Agency and the Trustee an Officer's Certificate
setting forth the basis for such determination.

                  (c) In lieu of making all or a portion of such Advance from
its own funds, the Master Servicer may (i) cause to be made an appropriate
entry in its records relating to the Certificate Account that any Amount Held
for Future Distributions has been used by the Master Servicer in discharge of
its obligation to make any such Advance and (ii) transfer such funds from the
Certificate Account to the Distribution Account. Any funds so applied and
transferred shall be replaced by the Master Servicer by deposit in the
Certificate Account no later than the close of business on the Business Day
immediately preceding the Distribution Date on which such funds are required
to be distributed pursuant to this Agreement. The Master Servicer shall be
entitled to be reimbursed from the Certificate Account for all Advances of its
own funds made pursuant to this Section as provided in Section 3.08. The
obligation to make Advances with respect to any Mortgage Loan shall continue
until such Mortgage Loan is paid in full or becomes a Liquidated Mortgage Loan
or until the purchase or repurchase thereof (or substitution therefor) from
the Trustee pursuant to any applicable provision of this Agreement, except as
otherwise provided in this Section 4.01.

                  (d) If the Master Servicer determines that it will be unable
to comply with its obligation to make the Advances as and when described in
paragraphs (b) and (c) immediately above, it shall use its best efforts to
give written notice thereof to the Trustee (each such notice a "Trustee
Advance Notice"; and such notice may be given by facsimile), not later than
3:00 p.m., New York time, on the Business Day immediately preceding the
related Master Servicer Advance Date, specifying the amount that it will be
unable to deposit (each such amount an "Advance Deficiency") and certifying
that such Advance Deficiency constitutes an Advance hereunder and is not a
Nonrecoverable Advance. If the Trustee receives a Trustee Advance Notice on or
before 3:30 p.m., (New York time) on a Master Servicer Advance Date, the
Trustee shall, not later than 3:00 p.m., (New York time), on the related
Distribution Date, deposit in the Distribution Account an amount equal to the
Advance Deficiency identified in such Trustee Advance Notice unless it is
prohibited from so doing by applicable law. Notwithstanding the foregoing, the
Trustee shall not be required to make such deposit if the Trustee shall have
received written notification from the Master Servicer that the Master
Servicer has deposited or caused to be deposited in the Certificate Account an
amount equal to such Advance Deficiency. All Advances made by the Trustee
pursuant to this Section 4.01(d) shall accrue interest on behalf



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of the Trustee at the Trustee Advance Rate from and including the date such
Advances are made to but excluding the date of repayment, with such interest
being an obligation of the Master Servicer and not the Trust Fund. The Master
Servicer shall reimburse the Trustee for the amount of any Advance made by the
Trustee pursuant to this Section 4.01(d) together with accrued interest, not
later than 6:00 p.m. (New York time) on the Business Day following the related
Distribution Date. In the event that the Master Servicer does not reimburse
the Trustee in accordance with the requirements of the preceding sentence, the
Trustee shall immediately (i) terminate all of the rights and obligations of
the Master Servicer under this Agreement in accordance with Section 7.01 and
(ii) subject to the limitations set forth in Section 3.04, assume all of the
rights and obligations of the Master Servicer hereunder.

                  (e) The Master Servicer shall, not later than the close of
business on the second Business Day immediately preceding each Distribution
Date, deliver to the Trustee a report (in form and substance reasonably
satisfactory to the Trustee) that indicates (i) the Mortgage Loans with
respect to which the Master Servicer has determined that the related Scheduled
Payments should be advanced and (ii) the amount of the related Scheduled
Payments. The Master Servicer shall deliver to the Trustee on the related
Master Servicer Advance Date an Officer's Certificate of a Servicing Officer
indicating the amount of any proposed Advance determined by the Master
Servicer to be a Nonrecoverable Advance.

                  Section 4.02 Reduction of Servicing Compensation in
                               Connection with Prepayment Interest Shortfalls.

                  In the event that any Mortgage Loan is the subject of a
Prepayment Interest Shortfall, the Master Servicer shall remit any related
Compensating Interest as part of the related Interest Remittance Amount as
provided in this Agreement. The Master Servicer shall not be entitled to any
recovery or reimbursement for Compensating Interest from the Depositor, the
Trustee, any Seller, the Trust Fund or the Certificateholders.

                  Section 4.03 [Reserved].

                  Section 4.04 Distributions.

                  (a) Distributions of Interest Funds. On each Distribution
Date, the Interest Funds for such Distribution Date shall be distributed by
the Trustee from the Distribution Account in the following order of priority:

                    (1) from the Interest Funds for all three Loan Groups, pro
               rata based on the Interest Funds for each such Loan Group, to
               the Swap Account, the amount of any Net Swap Payment and any
               Swap Termination Payment (other than a Swap Termination Payment
               due to a Swap Counterparty Trigger Event) payable to the Swap
               Counterparty with respect to such Distribution Date;

                    (2) concurrently:

                         (a) from Interest Funds for Loan Group 1, to the
                    Class 1-A-1 Certificates, the Current Interest and
                    Interest Carry Forward Amount for such Class and such
                    Distribution Date,



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                         (b) from Interest Funds for Loan Group 2,
                    sequentially:

                            (1) concurrently to the Class 2-A-2 Insurer, the
                            Class 2-A-2 Premium for that Distribution Date and
                            to each Class of Class 2-A Certificates, the
                            Current Interest and Interest Carry Forward Amount
                            for each such Class and such Distribution Date,
                            pro rata, based on their respective entitlements,
                            and

                            (2) to the Class 2-A-2 Insurer, any Class 2-A-2
                            Reimbursement Amount, and

                         (c) from Interest Funds for Loan Group 3,
                    concurrently to each Class of Class 3-A Certificates, the
                    Current Interest and Interest Carry Forward Amount for
                    each such Class and such Distribution Date, pro rata,
                    based on their respective entitlements,

                    (3) from the remaining Interest Funds for all three Loan
               Groups, concurrently to each Class of Class A Certificates and
               the Class 2-A-2 Insurer, any remaining Current Interest and
               Interest Carry Forward Amount or any Class 2-A-2 Premium or
               Class 2-A-2 Reimbursement Amount, as applicable, not paid
               pursuant to Section 4.04(a)(2), pro rata, based on (a) the
               Certificate Principal Balances thereof, to the extent needed to
               pay any Current Interest and Interest Carry Forward Amount for
               each such Class and (b) any remaining Class 2-A-2 Premium and
               any remaining Class 2-A-2 Reimbursement Amount, as applicable;
               provided, however, that any such Interest Funds allocated to
               the Class 2-A-2 Certificates and the Class 2-A-2 Insurer will
               be distributed as provided in clause (2)(b) above; provided
               further, that Interest Funds remaining after such allocation to
               pay any Current Interest and Interest Carry Forward Amount
               based on the Certificate Principal Balances of the Certificates
               will be distributed to each Class of Class A Certificates with
               respect to which there remains any unpaid Current Interest and
               Interest Carry Forward Amount (after the distribution based on
               Certificate Principal Balances), pro rata, based on the amount
               of such remaining unpaid Current Interest and Interest Carry
               Forward Amount,

                    (4) from the remaining Interest Funds for all three Loan
               Groups, sequentially:

                         (a) sequentially, to the Class M-1, Class M-2, Class
                    M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
                    and Class B Certificates, in that order, the Current
                    Interest for each such Class, and

                         (b) any remainder as part of the Excess Cashflow.

                  (b) On each Distribution Date, the Principal Distribution
Amount for such Distribution Date with respect to Loan Group 1, Loan Group 2
and Loan Group 3 shall be distributed by the Trustee from the Distribution
Account in the following order of priority (with the Principal Distribution
Amount exclusive of the portion thereof consisting of the Extra



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Principal Distribution Amount being applied first and the Extra Principal
Distribution Amount being applied thereafter):

               (i) with respect to any Distribution Date prior to the Stepdown
          Date or on which a Trigger Event is in effect, sequentially:

               (A) concurrently:

               (1) from the Principal Distribution Amount for Loan Group
             1, sequentially:

                         (a) to the Class 1-A-1 Certificates, until the
                    Certificate Principal Balance thereof is reduced to zero;
                    and

                         (b) pro rata (based on (x) the sum of (1) the
                    aggregate Certificate Principal Balance of the Class 2-A
                    Certificates and (2) any remaining Class 2-A-2 Premium and
                    any remaining Class 2-A-2 Reimbursement Amount, in each
                    case that has not been paid from Interest Funds for Loan
                    Group 2 for such Distribution Date and (y) the aggregate
                    Certificate Principal Balance of the Class 3-A
                    Certificates) to (I) the Classes of Class 2-A Certificates
                    and the Class 2-A-2 Insurer (after the distribution of the
                    Principal Distribution Amount from Loan Group 2 as
                    provided in Section 4.04(b)(i)(A)(2)(a), in the order and
                    priorities set forth in Section 4.04(b)(iii)(A) below,
                    until the Certificate Principal Balances thereof and the
                    amounts due to the Class 2-A-2 Insurer are reduced to zero
                    and (II) the Classes of Class 3-A Certificates (after
                    distribution of the Principal Distribution Amount from
                    Loan Group 3 as provided in Section 4.04(b)(i)(A)(3)(a)),
                    in the order and priorities described in Section
                    4.04(b)(iv), until the Certificate Principal Balances
                    thereof are reduced to zero,

                (2) from the Principal Distribution Amount for Loan Group
             2, sequentially:

                         (a) to the Classes of Class 2-A Certificates and the
                    Class 2-A-2 Insurer, in the order and priorities set forth
                    in Section 4.04(b)(iii)(A) below, until the Certificate
                    Principal Balances thereof and the amounts due to the
                    Class 2-A-2 Insurer are reduced to zero; and

                         (b) pro rata (based on (x) the Certificate Principal
                    Balance of the Class 1-A-1 Certificates and (y) the
                    aggregate Certificate Principal Balance of the Class 3-A
                    Certificates) to (I) the Class 1-A-1 Certificates (after
                    the distribution of the Principal Distribution Amount from
                    Loan Group 1 as provided in Section 4.04(b)(i)(A)(1)(a)),
                    until the Certificate Principal Balance thereof is reduced
                    to zero and (II) the Classes of Class 3-A Certificates
                    (after the distribution of the Principal Distribution
                    Amount from Loan Group 3 as provided in Section
                    4.04(b)(i)(A)(3)(a)),

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                    in the order, amounts and priorities described in
                    Section 4.04(b)(iv) below, and

                (3) from the Principal Distribution Amount for Loan Group
             3, sequentially:

                         (a) to the Classes of Class 3-A Certificates, in the
                    order and priorities set forth in Section 4.04(b)(iv)
                    below, until the Certificate Principal Balances thereof
                    are reduced to zero, and

                         (b) pro rata (based on (x) the Certificate Principal
                    Balance of the Class 1-A-1 Certificates and (y) the sum of
                    (1) the aggregate Certificate Principal Balance of the
                    Class 2-A Certificates and (2) any remaining Class 2-A-2
                    Premium and any remaining Class 2-A-2 Reimbursement
                    Amount, in each case that has not been paid from Interest
                    Funds for Loan Group 2 for such Distribution Date) to (I)
                    the Class 1-A-1 Certificates (after distribution of the
                    Principal Distribution Amount from Loan Group 1 as
                    provided in Section 4.04 (b)(i)(A)(1)(a) above), until the
                    Certificate Principal Balance is reduced to zero and (II)
                    the Classes of Class 2-A Certificates and the Class 2-A-2
                    Insurer (after the distribution of the Principal
                    Distribution Amount from Loan Group 2 as provided in
                    Section 4.04(b)(i)(A)(2)(a) above), in the order and
                    priorities set forth in Section 4.04(b)(iii)(A) below,
                    until the Certificate Principal Balances thereof and the
                    amounts due to the Class 2-A-2 Insurer are reduced to
                    zero,

                    (B) from the remaining Principal Distribution Amounts for
               all three Loan Groups, sequentially:

                    (1) sequentially, to the Class M-1, Class M-2, Class M-3,
               Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
               B Certificates, in that order, in each case until the
               Certificate Principal Balance thereof is reduced to zero,

                    (2) any remainder as part of the Excess Cashflow.

                   (ii) with respect to any Distribution Date on or after the
          Stepdown Date and so long as a Trigger Event is not in effect, from
          the Principal Distribution Amounts for all three Loan Groups,
          sequentially:

                    (A) in an amount up to the Class A Principal Distribution
               Target Amount, pro rata based on the related Class A Principal
               Distribution Allocation Amount for the Class 1-A-1
               Certificates, the Class 2-A Certificates and the Class 3-A
               Certificates, respectively, concurrently, to (I) the Class
               1-A-1 Certificates, in an amount up to the Class 1-A-1
               Principal Distribution Amount, until the Certificate Principal
               Balance thereof is reduced to zero, (II) the Classes of Class
               2-A Certificates, in an amount up to the Class 2-A Principal
               Distribution Amount in the order and priorities set forth in
               Section 4.04(b)(iii)(B), until the Certificate



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               Principal Balances thereof are reduced to zero and (III)
               the Classes of Class 3-A Certificates, in an amount up to the
               Class 3-A Principal Distribution Amount in the order and
               priorities set forth in Section 4.04(b)(iv) below, until the
               Certificate Principal Balances thereof are reduced to zero;
               provided, however, that if (i) the Certificate Principal
               Balance of the Class 1-A-1 Certificates, (ii) the aggregate
               Certificate Principal Balance of the Class 2-A Certificates
               and/or (iii) the aggregate Certificate Principal Balance of the
               Class 3-A Certificates is reduced to zero then any remaining
               unpaid Class A Principal Distribution Target Amount will be
               distributed pro rata (based on (i) the Certificate Principal
               Balance of the Class 1-A-1 Certificates, (ii) the aggregate
               Certificate Principal Balance of the Class 2-A Certificates
               and/or (iii) the aggregate Certificate Principal Balance of the
               Class 3-A Certificates) to the remaining Classes of Senior
               Certificates after distributions from clauses (I), (II) and
               (III) above (and in the case of the Class 2-A and Class 3-A
               Certificates, in the order and priorities described in Section
               4.04(b)(iii)(B) and (iv), respectively), until the Certificate
               Principal Balance(s) thereof is/are reduced to zero,

                    (B) to the Class 2-A-2 Insurer, any remaining Class 2-A-2
               Premium and any remaining Class 2-A-2 Reimbursement Amount, in
               each case that has not been paid from Interest Funds for Loan
               Group 2 for such Distribution Date,

                    (C) sequentially, to the Class M-1, Class M-2, Class M-3,
               Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
               B Certificates, in that order, the Subordinate Class Principal
               Distribution Amount for each such Class, in each case until the
               Certificate Principal Balance thereof is reduced to zero, and

                    (D) any remainder as part of the Excess Cashflow.

                  (iii) On each Distribution Date on which any principal
         amounts are to be distributed to the Class 2-A Certificates and
         the Class 2-A-2 Insurer pursuant to Section 4.04(b)(i)(A) or to
         the Class 2-A Certificates pursuant to Section 4.04(b)(ii)(A)
         above, such amounts will be distributed to the Class 2-A
         Certificates and, if applicable, the Class 2-A-2 Insurer, in
         the following order of priority:

                    (A) For each Distribution Date prior to the Stepdown Date
               or on which a Trigger Event is in effect, sequentially,

                         (i) pro rata (based on (x) the Certificate Principal
                    Balance of the Class 2-A-1 Certificates and (y) the
                    Certificate Principal Balance of the Class 2-A-2
                    Certificates), concurrently:

                             a. to the Class 2-A-1 Certificates, until the
                        Certificate Principal Balance thereof is reduced to
                        zero, and

                             b. sequentially,




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                                                     (1) to the Class 2-A-2
                                    Insurer, any remaining Class 2-A-2 Premium
                                    that has not been paid from Interest Funds
                                    for that Distribution Date, and

                                                     (2) to the Class 2-A-2
                                    Certificates, until the Certificate
                                    Principal Balance thereof is reduced to
                                    zero, and

                                    (ii) to the Class 2-A-2 Insurer, any
                           remaining Class 2-A-2 Reimbursement Amount that has
                           not been paid from Interest Funds for that
                           Distribution Date.

                           (B) For each Distribution Date on or after the
                  Stepdown Date and so long as a Trigger Event is not in
                  effect, concurrently, to the Class 2-A Certificates, pro
                  rata, based on the Certificate Principal Balances thereof,
                  until the Certificate Principal Balances thereof are reduced
                  to zero.

                           (iv) On each Distribution Date on which any principal
               amounts are to be distributed to the Class 3-A  Certificates,
               such amounts will be distributed sequentially, to the Class
               3-A-1, Class 3-A-2 and Class 3-A-3 Certificates, in that order,
               until their respective Certificate Principal Balances are
               reduced to zero.

                  (c) With respect to any Distribution Date, any Excess
Cashflow and, in the case of clauses (1) and (2) below and in the case of the
payment of Unpaid Realized Loss Amounts pursuant to clause (3) below, any
Credit Comeback Excess Cashflow, shall be distributed to the Classes of
Certificates in the following order of priority, in each case first to the
extent of the remaining Credit Comeback Excess Cashflow, if applicable, and
second to the extent of the remaining Excess Cashflow:

                    (1) to the Holders of the Class or Classes of Class A
               Certificates and Subordinate Certificates then entitled to
               receive distributions in respect of principal, in an aggregate
               amount equal to the Extra Principal Distribution Amount for
               each Loan Group, payable to such Holders of each such Class as
               part of the Principal Distribution Amount for Loan Group 1,
               Loan Group 2 and Loan Group 3 pursuant to Section 4.04(b)
               above;

                    (2) concurrently, to the Holders of the Class A
               Certificates, pro rata based on the Unpaid Realized Loss
               Amounts for such Classes, in each case in an amount equal to
               the Unpaid Realized Loss Amount for such Class; provided,
               however, to the extent that any Applied Realized Loss Amount
               was covered by the Class 2-A-2 Policy, then any related Unpaid
               Realized Loss Amount otherwise payable to the Class 2-A-2
               Certificateholders pursuant to this clause will instead be paid
               to the Class 2-A-2 Insurer;

                    (3) sequentially, to the Holders of the Class M-1, Class
               M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
               Class M-8 and Class B Certificates, in that order, in each case
               first in an amount equal to any Interest Carry Forward Amount
               for such Class and then in an amount equal to the Unpaid
               Realized Loss Amount for such Class;


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                    (4) to the Carryover Reserve Fund and from the Carryover
               Reserve Fund to the Holders of each Class of Interest-Bearing
               Certificates, pro rata based on the Certificate Principal
               Balances thereof, to the extent needed to pay any Net Rate
               Carryover for each such Class; provided that any Excess
               Cashflow remaining after such allocation to pay Net Rate
               Carryover based on the Certificate Principal Balances of the
               Certificates shall be distributed to each Class of
               Interest-Bearing Certificates with respect to which there
               remains any unpaid Net Rate Carryover (after the distribution
               based on Certificate Principal Balances), pro rata, based on
               the amount of such unpaid Net Rate Carryover;

                    (5) to the Carryover Reserve Fund, in an amount equal to
               the Required Carryover Reserve Fund Deposit (after giving
               effect to other deposits and withdrawals therefrom on such
               Distribution Date);

                    (6) to the Swap Account, in an amount equal to any Swap
               Termination Payment due to the Swap Counterparty as a result of
               a Swap Counterparty Trigger Event;

                    (7) to the Class C Certificateholders, the Class C
               Distributable Amount for such Distribution Date; and

                    (8) to the Class A-R Certificates, any remaining amount.

                  (d) On each Distribution Date on or prior to the Swap
Contract Termination Date, following the deposits to the Swap Account pursuant
to 4.04(a)(i) and Section 4.09 and the distributions described under Sections
4.04(c)(1) through (4), the Swap Trustee shall distribute amounts on deposit
in the Swap Account in the following amounts and order of priority:

                    (1) to the Swap Contract Administrator for payment to the
               Swap Counterparty, any Net Swap Payment payable to the Swap
               Counterparty with respect to such Distribution Date;

                    (2) to the Swap Contract Administrator for payment to the
               Swap Counterparty, any Swap Termination Payment (other than a
               Swap Termination Payment due to a Swap Counterparty Trigger
               Event) payable to the Swap Counterparty with respect to such
               Distribution Date;

                    (3) concurrently to the Holders of each Class of Class A
               Certificates, any remaining Current Interest and Interest Carry
               Forward Amount, pro rata based on their respective
               entitlements; provided, however, that to the extent that any
               Current Interest or Interest Carry Forward Amount was covered
               by the Class 2-A-2 Policy, then any Current Interest or
               Interest Carry Forward Amount otherwise payable to the Class
               2-A-2 Certificateholders pursuant to this clause will instead
               be paid to the Class 2-A-2 Insurer;

                    (4) sequentially, to the Holders of the Class M-1, Class
               M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
               Class M-8 and Class B Certificates, in that order, in each case
               in an amount equal to any remaining Current Interest and
               Interest Carry Forward Amount for such Class;



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                    (5) to the Holders of the Class or Classes of Class A
               Certificates and Subordinate Certificates then entitled to
               receive distributions in respect of principal, in an aggregate
               amount equal to the Overcollateralization Deficiency Amount
               remaining unpaid following the distributions described under
               Section 4.04(c), payable to such Holders of each such Class in
               the same manner in which the Extra Principal Distribution
               Amount in respect of Loan Group 1, Loan Group 2 and Loan Group
               3 would be distributed to such Classes as described under
               Section 4.04(c);

                    (6) to the Holders of each Class of Class A Certificates
               and Subordinate Certificates, to the extent needed to pay any
               remaining Net Rate Carryover for each such Class, pro rata,
               based on the amount of such remaining Net Rate Carryover;

                    concurrently, to the Holders of each Class of Class A
               Certificates, pro rata, based on the remaining Unpaid Realized
               Loss Amounts for such Classes, in each case in an amount equal
               to the remaining Unpaid Realized Loss Amount for each such
               Class; provided, however, that any Unpaid Realized Loss Amounts
               to be paid to the Class 2-A Certificates will be paid
               sequentially to the Class 2-A-1 and Class 2-A-2 Certificates,
               in that order, in each case in an amount equal to the remaining
               Unpaid Realized Loss Amount for such Class; and provided
               further, however, that to the extent that any Unpaid Realized
               Loss Amount was covered by the Class 2-A-2 Policy, then any
               Unpaid Realized Loss Amount otherwise payable to the Class
               2-A-2 Certificateholders pursuant to this clause will instead
               be paid to the Class 2-A-2 Insurer; and

                    (7) sequentially, to the Holders of the Class M-1, Class
               M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
               Class M-8 and Class B Certificates, in that order, in each case
               in an amount equal to the remaining Unpaid Realized Loss Amount
               for each such Class.

                  On each Distribution Date on or prior to the Swap Contract
Termination Date, following the distributions described under Section
4.04(c)(5) and following the deposit to the Swap Account pursuant to Section
4.04(c)(6), the Swap Trustee shall distribute amounts on deposit in the Swap
Account to the Swap Contract Administrator for payment to the Swap
Counterparty, any Swap Termination Payment due to a Swap Counterparty Trigger
Event payable to the Swap Counterparty with respect to such Distribution Date.

                  (e) To the extent that a Class of Interest-Bearing
Certificates receives interest in excess of the applicable Net Rate Cap, if
such interest is paid pursuant to Section 4.04(c), then it shall be deemed to
have been paid to the Carryover Reserve Fund and then paid by the Carryover
Reserve Fund to those Certificateholders, and if such interest is paid
pursuant to Section 4.04(d), then such interest shall be deemed to have been
paid to the Swap Account and then paid by the Swap Account to those
Certificateholders. For purposes of the Code, amounts deemed deposited in the
Carryover Reserve Fund shall be deemed to have first been distributed to the
Class C Certificates.

                  (f) On each Distribution Date, all Prepayment Charges
(including amounts deposited in connection with the full or partial waiver of
such Prepayment Charges pursuant to Section 3.20) shall be allocated to the
Class P Certificates. On the Class P Principal Distribution



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Date, the Trustee shall make the $100.00 distribution to the Class P
Certificates as specified in Section 3.08.

                  (g) On each Distribution Date, the Trustee shall allocate
any Applied Realized Loss Amount to reduce the Certificate Principal Balances
of the Class B, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class
M-3, Class M-2 and Class M-1 Certificates, sequentially, in that order, in
each case until the Certificate Principal Balance thereof is reduced to zero.
After the Certificate Principal Balances of the Subordinate Certificates have
been reduced to zero, (i) the Trustee shall allocate any Applied Realized Loss
Amount with respect to Loan Group 1 to reduce the Certificate Principal
Balance of the Class 1-A-1 Certificates, until the Certificate Principal
Balance of the Class 1-A-1 Certificates has been reduced to zero, (ii) the
Trustee shall allocate any Applied Realized Loss Amount with respect to Loan
Group 2 to reduce the Certificate Principal Balances of the Class 2-A-2 and
Class 2-A-1 Certificates, sequentially, in that order, in each case until the
Certificate Principal Balance thereof is reduced to zero and (iii) the Trustee
shall allocate any Applied Realized Loss Amount with respect to Loan Group 3
to reduce the Certificate Principal Balances of each Class of Class 3-A
Certificates, on a pro rata basis according to their respective Certificate
Principal Balances, until the Certificate Principal Balances of such Classes
have been reduced to zero.

                  (h) On each Distribution Date, the Trustee shall allocate
the amount of the Subsequent Recoveries with respect to either Loan Group, if
any, first to increase the Certificate Principal Balances of the Class 1-A-1
Certificates (in the case of any Subsequent Recoveries with respect to Loan
Group 1), the Classes of Class 2-A Certificates (in the case of any Subsequent
Recoveries with respect to Loan Group 2) to which Applied Realized Loss
Amounts have been previously allocated (such increases, in the case of
Subsequent Recoveries with respect to Loan Group 2, to be made among the
Classes of Class 2-A Certificates, sequentially, to the Class 2-A-2 and Class
2-A-1 Certificates, in that order), or the Classes of Class 3-A Certificates
(in the case of any Subsequent Recoveries with respect to Loan Group 3) (such
increases to be made among the Classes of Class 3-A Certificates on a pro rata
basis according to their respective Certificate Principal Balances, in each
case by not more than the amount of the Unpaid Realized Loss Amount of such
Class, and then to increase the Certificate Principal Balance of the
Subordinate Certificates to which Applied Realized Loss Amounts have been
previously allocated, sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
Certificates, in that order, in each case by not more than the amount of the
Unpaid Realized Loss Amount of such Class. To the extent, however, that an
Applied Realized Loss Amount was covered under the Class 2-A-2 Policy, the
Certificate Principal Balance of the Class 2-A-2 Certificates will not be
increased by any related Subsequent Recovery otherwise payable to the Class
2-A-2 Certificateholders and such Subsequent Recovery will instead be paid to
the Class 2-A-2 Insurer

                  Holders of Certificates to which any Subsequent Recoveries
have been allocated shall not be entitled to any payment in respect of Current
Interest on the amount of such increases for any Accrual Period preceding the
Distribution Date on which such increase occurs.

                  Subject to Section 9.02 hereof respecting the final
distribution, on each Distribution Date the Trustee shall make distributions
to each Certificateholder of record on the preceding Record Date either by
wire transfer in immediately available funds to the account of


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such Holder at a bank or other entity having appropriate facilities therefor,
if (i) such Holder has so notified the Trustee at least five Business Days
prior to the related Record Date and (ii) such Holder shall hold Regular
Certificates with an aggregate initial Certificate Principal Balance of not
less than $1,000,000 or evidencing a Percentage Interest aggregating 10% or
more with respect to such Class or, if not, by check mailed by first class
mail to such Certificateholder at the address of such Holder appearing in the
Certificate Register. Notwithstanding the foregoing, but subject to Section
9.02 hereof respecting the final distribution, distributions with respect to
Certificates registered in the name of a Depository shall be made to such
Depository in immediately available funds. Payments to the Class 2-A-2 Insurer
shall be made by wire transfer of immediately available funds to the following
account, unless the Class 2-A-2 Insurer notifies the Trustee in writing:
Account Name: MBIA Insurance Corporation, Account Number: 910-2-721728, Bank -
JPMorgan Chase Bank, ABA Number 021-000-021, Re: Countrywide 2005-14 - Policy
47426, Class 2-A-2.

                  On or before 5:00 p.m. Pacific time on the fifth Business
Day following each Determination Date (but in no event later than 5:00 p.m.
Pacific time on the third Business Day before the related Distribution Date),
the Master Servicer shall deliver a report to the Trustee (in the form of a
computer readable magnetic tape or by such other means as the Master Servicer
and the Trustee may agree from time to time) containing such data and
information as agreed to by the Master Servicer and the Trustee (including,
without limitation, the actual mortgage rate for each Credit Comeback Loan)
such as to permit the Trustee to prepare the Monthly Statement to
Certificateholders and make the required distributions for the related
Distribution Date (the "Remittance Report"). The Trustee shall not be
responsible to recompute, recalculate or verify information provided to it by
the Master Servicer and shall be permitted to conclusively rely on any
information provided to it by the Master Servicer.

                  Section 4.05 Monthly Statements to Certificateholders.

                  (a) Not later than each Distribution Date, the Trustee shall
prepare and cause to be forwarded by first class mail to each Holder of a
Class of Certificates of the Trust Fund, the Master Servicer, each Seller, the
Class 2-A-2 Insurer and the Depositor a statement setting forth for the
Certificates:

                    (1) the amount of the related distribution to Holders of
               each Class allocable to principal, separately identifying (A)
               the aggregate amount of any Principal Prepayments included
               therein and (B) the aggregate of all scheduled payments of
               principal included therein;

                    (2) the amount of such distribution to Holders of each
               Class allocable to interest;

                    (3) any Interest Carry Forward Amount for each Class;

                    (4) the Certificate Principal Balance of each Class after
               giving effect (i) to all distributions allocable to principal
               on such Distribution Date, (ii) the allocation of any Applied
               Realized Loss Amounts for such Distribution Date and (iii) the
               allocation of any Subsequent Recoveries for such Distribution
               Date;


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                    (5) the aggregate Stated Principal Balance of the Mortgage
               Loans for the Mortgage Pool and each Loan Group;

                    (6) the related amount of the Servicing Fees paid to or
               retained by the Master Servicer for the related Due Period;

                    (7) the Pass-Through Rate for each Class of Certificates
               with respect to the current Accrual Period;

                    (8) the Net Rate Carryover paid on any Class of
               Certificates on such Distribution Date and any Net Rate
               Carryover remaining on any Class of Certificates on such
               Distribution Date;

                    (9) the amount of Advances for each Loan Group included in
               the distribution on such Distribution Date;

                    (10) the number and aggregate principal amounts of
               Mortgage Loans in each Loan Group: (A) Delinquent (exclusive of
               Mortgage Loans in foreclosure) (1) 30 to 59 days, (2) 60 to 89
               days and (3) 90 or more days, and (B) in foreclosure and
               Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or
               more days, in each case as of the close of business on the last
               day of the calendar month preceding such Distribution Date;

                    (11) with respect to any Mortgage Loan that became an REO
               Property during the preceding calendar month in each Loan
               Group, the loan number and Stated Principal Balance of such
               Mortgage Loan and the date of acquisition thereof;

                    (12) the total number and Stated Principal Balance of any
               Mortgage Loans converted to REO Properties in each Loan Group
               as of the close of business on the Determination Date preceding
               such Distribution Date;

                    (13) the aggregate Stated Principal Balance of all
               Liquidated Mortgage Loans;

                    (14) with respect to any Liquidated Mortgage Loan in each
               Loan Group, the loan number and Stated Principal Balance
               relating thereto;

                    (15) whether a Trigger Event is in effect;

                    (16) the amount of the distribution made to the Holders of
               the Class P Certificates;

                    (17) prior to the end of the Funding Period, (A) the
               amount on deposit in the Pre-Funding Account (if any) on the
               related Determination Date (net of investment income) and (B)
               the aggregate Stated Principal Balances of the Subsequent
               Mortgage Loans for Subsequent Transfer Dates occurring during
               the related Due Period; and on the Distribution Date
               immediately following the end of the Funding Period, any unused
               Pre-Funded Amount (if any) included in the Principal
               Distribution Amount for such Distribution Date;


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                    (18) the amount of Applied Realized Loss Amounts and
               Subsequent Recoveries, if any, applied to each Class of
               Certificates for such Distribution Date;

                    (19) the amount of any Net Swap Payment and any Swap
               Termination Payment (a) payable to the Swap Counterparty with
               respect to such Distribution Date or (b) payable to the Swap
               Contract Administrator for such Distribution Date and allocated
               to the Swap Trust;

                    (20) all payments made by the Master Servicer in respect
               of Compensating Interest for such Distribution Date;

                    (21) the information set forth in the Prepayment Charge
               Schedule;

                    (22) with respect to any Mortgage Loan repurchased by a
               Seller or purchased by the Depositor or the Master Servicer,
               the loan number and Stated Principal Balance relating thereto;

                    (23) the amounts paid by the Class 2-A-2 Insurer under the
               Class 2-A-2 Policy for such Distribution Date; and

                    (24) all amounts paid to the Class 2-A-2 Insurer in
               respect of the Class 2-A-2 Reimbursement Amount for such
               Distribution Date.

                  (b) The Trustee's responsibility for disbursing the above
information to the Certificateholders is limited to the availability,
timeliness and accuracy of the information derived from the Master Servicer.
The Trustee shall send a copy of each statement provided pursuant to this
Section 4.05 to each Rating Agency, the Class 2-A-2 Insurer and the NIM
Insurer. The Trustee may make the above information available to
Certificateholders and the Class 2-A-2 Insurer via the Trustee's website at
http://www.bnyinvestorreporting.com.

                  (c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at
any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (a)(1), (a)(2) and (a)(6) of
this Section 4.05 aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of
the Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee pursuant
to any requirements of the Code as from time to time in effect.

                  (d) Upon filing with the Internal Revenue Service, the
Trustee shall furnish to the Holders of the Class A-R Certificates the Form
1066 and each Form 1066Q and shall respond promptly to written requests made
not more frequently than quarterly by any Holder of Class A-R Certificates
with respect to the following matters:

                    (1) The original projected principal and interest cash
               flows on the Closing Date on each related Class of regular and
               residual interests created hereunder and on the Mortgage Loans,
               based on the Prepayment Assumption;


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<PAGE>

                    (2) The projected remaining principal and interest cash
               flows as of the end of any calendar quarter with respect to
               each related Class of regular and residual interests created
               hereunder and the Mortgage Loans, based on the Prepayment
               Assumption;

                    (3) The applicable Prepayment Assumption and any interest
               rate assumptions used in determining the projected principal
               and interest cash flows described above;

                    (4) The original issue discount (or, in the case of the
               Mortgage Loans, market discount) or premium accrued or
               amortized through the end of such calendar quarter with respect
               to each related Class of regular or residual interests created
               hereunder and to the Mortgage Loans, together with each
               constant yield to maturity used in computing the same;

                    (5) The treatment of losses realized with respect to the
               Mortgage Loans or the regular interests created hereunder,
               including the timing and amount of any cancellation of
               indebtedness income of the related REMIC with respect to such
               regular interests or bad debt deductions claimed with respect
               to the Mortgage Loans;

                    (6) The amount and timing of any non-interest expenses of
               the related REMIC; and

                    (7) Any taxes (including penalties and interest) imposed
               on the related REMIC, including, without limitation, taxes on
               "prohibited transactions," "contributions" or "net income from
               foreclosure property" or state or local income or franchise
               taxes.

                  The information pursuant to clauses (1), (2), (3) and (4)
above shall be provided by the Depositor pursuant to Section 8.11.

                  Section 4.06 Class 2-A-2 Policy; Rights of the Class 2-A-2
                               Insurer.

                  (a) If, on the third Business Day before any Distribution
Date, the Trustee determines that the amounts available for such Distribution
Date distributable to the Holders of the Class 2-A-2 Certificates pursuant to
Section 4.04 will be insufficient to pay the related Required Distributions
due on such Distribution Date, the Trustee shall determine the amount of any
such deficiency and shall give notice to the Class 2-A-2 Insurer and the
Fiscal Agent, if any, by telephone or telecopy of the amount of such
deficiency, confirmed in writing by notice substantially in the form of
Exhibit A to the Class 2-A-2 Policy, by 12:00 p.m., New York City time on such
third Business Day. The Trustee's responsibility for delivering the notice to
the Class 2-A-2 Insurer as provided in the preceding sentence is limited to
the availability, timeliness and accuracy of the information provided by the
Master Servicer.

                  (b) In the event the Trustee receives a certified copy of an
order of the appropriate court that any scheduled payment of principal or
interest on a Class 2-A-2 Certificate has been voided in whole or in part as a
preference payment under applicable bankruptcy law, the Trustee shall (i)
promptly notify the Class 2-A-2 Insurer and the Fiscal Agent, if any, and (ii)
comply with the provisions of the Class 2-A-2 Policy, to obtain payment by the
Class 2-A-2



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<PAGE>

Insurer of such voided scheduled payment. In addition, the Trustee shall mail
notice to all Holders of the Class 2-A-2 Certificates so affected that, in the
event that any such Holder's scheduled payment is so recovered, such Holder
will be entitled to payment pursuant to the terms of the Class 2-A-2 Policy, a
copy of which shall be made available to such Holders by the Trustee. The
Trustee shall furnish to the Class 2-A-2 Insurer and the Fiscal Agent, if any,
its records listing the payments on the affected Class 2-A-2 Certificates, if
any, that have been made by the Trustee and subsequently recovered from the
affected Holders, and the dates on which such payments were made by the
Trustee.

                  (c) At the time of the execution hereof, and for the
purposes hereof, the Trustee shall establish a special purpose trust account
in the name of the Trustee for the benefit of Holders of the Class 2-A-2
Certificates (the "Class 2-A-2 Policy Payments Account") over which the
Trustee shall have exclusive control and sole right of withdrawal. The Class
2-A-2 Policy Payments Account shall be an Eligible Account. The Trustee shall
deposit any amount paid under the Class 2-A-2 Policy into the Class 2-A-2
Policy Payments Account and distribute such amount only for the purposes of
making the payments to Holders of the Class 2-A-2 Certificates, in respect of
the related Required Distributions for which the related claim was made under
the Class 2-A-2 Policy. Such amounts shall be allocated by the Trustee to
Holders of Class 2-A-2 Certificates affected by such shortfalls in the same
manner as principal and interest payments are to be allocated with respect to
such Certificates pursuant to Section 4.04. It shall not be necessary for such
payments to be made by checks or wire transfers separated from the checks or
wire transfers used to make regular payments hereunder with funds withdrawn
from the Distribution Account. However, any payments made on the Class 2-A-2
Certificates from funds in the Class 2-A-2 Policy Payments Account shall be
noted as provided in subsection (e) below. Funds held in the Class 2-A-2
Policy Payments Account shall not be invested by the Trustee.

                  (d) Any funds received from the Class 2-A-2 Insurer for
deposit into the Class 2-A-2 Policy Payments Account pursuant to the Class
2-A-2 Policy in respect of a Distribution Date or otherwise as a result of any
claim under the Class 2-A-2 Policy shall be applied by the Trustee directly to
the payment in full (i) of the related Required Distributions due on such
Distribution Date on the Class 2-A-2 Certificates or (ii) of other amounts
payable under the Class 2-A-2 Policy. Funds received by the Trustee as a
result of any claim under the Class 2-A-2 Policy shall be used solely for
payment to the Holders of the Class 2-A-2 Certificates and may not be applied
for any other purpose, including, without limitation, satisfaction of any
costs, expenses or liabilities of the Trustee, the Master Servicer or the
Trust Fund. Any funds remaining in the Class 2-A-2 Policy Payments Account on
the first Business Day after each Distribution Date shall be remitted promptly
to the Class 2-A-2 Insurer in accordance with the instructions set forth in
Section 4.04(h).

                  (e) The Trustee shall keep complete and accurate records in
respect of (i) all funds remitted to it by the Class 2-A-2 Insurer and
deposited into the Class 2-A-2 Policy Payments Account and (ii) the allocation
of such funds to (A) payments of interest on and principal in respect of any
Class 2-A-2 Certificates and (B) the amount of funds available to make
distributions on the Class 2-A-2 Certificates pursuant to Sections 4.04(a),
(b), (c) and (d). The Class 2-A-2 Insurer shall have the right to inspect such
records at reasonable times during normal business hours upon three Business
Days' prior notice to the Trustee.


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<PAGE>

                  (f) The Trustee acknowledges, and each Holder of a Class
2-A-2 Certificate by its acceptance of the Class 2-A-2 Certificate agrees,
that, without the need for any further action on the part of the Class 2-A-2
Insurer or the Trustee, to the extent the Class 2-A-2 Insurer makes payments,
directly or indirectly, on account of principal of or interest on any Class
2-A-2 Certificates, the Class 2-A-2 Insurer will be fully subrogated to the
rights of the Holders of such Class 2-A-2 Certificates to receive such
principal and interest from the Trust Fund. The Holders of the Class 2-A-2
Certificates, by acceptance of the Class 2-A-2 Certificates, assign their
rights as Holders of the Class 2-A-2 Certificates to the extent of the Class
2-A-2 Insurer's interest with respect to amounts paid under the Class 2-A-2
Policy. Anything herein to the contrary notwithstanding, solely for purposes
of determining the Class 2-A-2 Insurer's rights, as applicable, as subrogee
for payments distributable pursuant to Section 4.04, any payment with respect
to distributions to the Class 2-A-2 Certificates which is made with funds
received pursuant to the terms of the Class 2-A-2 Policy shall not be
considered payment of the Class 2-A-2 Certificates from the Trust Fund and
shall not result in the distribution or the provision for the distribution in
reduction of the Certificate Principal Balance of the Class 2-A-2 Certificates
within the meaning of Article IV.

                  (g) Upon its becoming aware of the occurrence of an Event of
Default, the Trustee shall promptly notify the Class 2-A-2 Insurer of such
Event of Default.

                  (h) The Trustee shall promptly notify the Class 2-A-2
Insurer of either of the following as to which it has actual knowledge: (A)
the commencement of any proceeding by or against the Depositor commenced under
the United States bankruptcy code or any other applicable bankruptcy,
insolvency, receivership, rehabilitation or similar law (an "Insolvency
Proceeding") and (B) the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer (a "Preference
Claim") of any distribution made with respect to the Class 2-A-2 Certificates
as to which it has actual knowledge. Each Holder of a Class 2-A-2 Certificate,
by its purchase of Class 2-A-2 Certificates, and the Trustee hereby agrees
that the Class 2-A-2 Insurer (so long as no Class 2-A-2 Insurer Default
exists) may at any time during the continuation of any proceeding relating to
a Preference Claim direct all matters relating to such Preference Claim,
including, without limitation, (i) the direction of any appeal of any order
relating to any Preference Claim and (ii) the posting of any surety,
supersedes or performance bond pending any such appeal. In addition and
without limitation of the foregoing, the Class 2-A-2 Insurer shall be
subrogated to the rights of the Trustee and each Holder of a Class 2-A-2
Certificate in the conduct of any Preference Claim, including, without
limitation, all rights of any party to an adversary proceeding action with
respect to any court order issued in connection with any such Preference
Claim.

                  (i) The Master Servicer shall designate a Class 2-A-2
Insurer Contact Person who shall be available to the Class 2-A-2 Insurer to
provide reasonable access to information regarding the Mortgage Loans. The
initial Class 2-A-2 Insurer Contact Person is to the attention of Secondary
Marketing.

                  (j) The Trustee shall surrender the Class 2-A-2 Policy to
the Class 2-A-2 Insurer for cancellation upon the reduction of the Certificate
Principal Balance of the Class 2-A-2 Certificates to zero.


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<PAGE>

                  (k) The Trustee shall send to the Class 2-A-2 Insurer the
reports prepared pursuant to Sections 3.17 and 3.18 and the statements
prepared pursuant to Section 4.05, as well as any other statements or
communications sent to Holders of the Class 2-A-2 Certificates, in each case
at the same time such reports, statements and communications are otherwise
sent.

                  (l) For so long as no Class 2-A-2 Insurer Default shall have
occurred and be continuing, each Holder of a Class 2-A-2 Certificate agrees
that the Class 2-A-2 Insurer shall be treated by the Depositor, the Master
Servicer and the Trustee as if the Class 2-A-2 Insurer were the Holder of all
of the Class 2-A-2 Certificates, for the purpose (and solely for the purpose)
of the giving of any consent, the making of any direction or the exercise of
any voting or other control rights otherwise given to the Holders of the Class
2-A-2 Certificates hereunder.

                  (m) With respect to this Section 4.06, the terms "Receipt"
and "Received" shall mean actual delivery to the Class 2-A-2 Insurer and the
Fiscal Agent, if any, prior to 12:00 p.m., New York City time, on a Business
Day; delivery either on a day that is not a Business Day or after 12:00 p.m.,
New York time, shall be deemed to be Receipt on the next succeeding Business
Day. If any notice or certificate given under the Class 2-A-2 Policy by the
Trustee is not in proper form or is not properly completed, executed or
delivered, it shall be deemed not to have been Received. The Class 2-A-2
Insurer or the Fiscal Agent, if any, shall promptly so advise the Trustee and
the Trustee may submit an amended notice.

                  (n) All notices, statements, reports, certificates or
opinions required by this Agreement to be sent to the Rating Agencies or the
Class 2-A-2 Certificateholders shall also be sent at such time to the Class
2-A-2 Insurer at the notice address set forth in Section 10.05.

                  (o) The Class 2-A-2 Insurer shall be an express third party
beneficiary of this Agreement for the purpose of enforcing the provisions
hereof to the extent of the Class 2-A-2 Insurer's rights explicitly specified
herein as if a party hereto.

                  (p) All references herein to the ratings assigned to the
Certificates and to the interests of any Certificateholders shall be without
regard to the Class 2-A-2 Policy, in the case of the Class 2-A-2 Certificates.

                  Section 4.07 Carryover Reserve Fund.

                  (a) On the Closing Date, the Trustee shall establish and
maintain in its name, in trust for the benefit of the Holders of the
Certificates, the Carryover Reserve Fund and shall deposit $10,000 therein.
The Carryover Reserve Fund shall be an Eligible Account, and funds on deposit
therein shall be held separate and apart from, and shall not be commingled
with, any other moneys, including without limitation, other moneys held by the
Trustee pursuant to this Agreement.

                  (b) The Trustee shall make withdrawals from the Carryover
Reserve Fund to make distributions in respect of Net Rate Carryover as to the
extent required by Section 4.04.

                  (c) The Carryover Reserve Fund shall not constitute an asset
of any REMIC created hereunder. The Class C Certificates shall evidence
ownership of the Carryover Reserve Fund for federal tax purposes.


                                     129
<PAGE>

                  Section 4.08 Credit Comeback Excess Account.

                  On the Closing Date, the Trustee shall establish and
maintain in its name, in trust for the benefit of the Certificateholders, the
Credit Comeback Excess Account. The Credit Comeback Excess Account shall be an
Eligible Account, and funds on deposit therein shall be held separate and
apart from, and shall not be commingled with, any other moneys, including
without limitation, other moneys held by the Trustee pursuant to this
Agreement.

                  On each Distribution Date, the Trustee shall deposit all
Credit Comeback Excess Amounts in the Credit Comeback Excess Account. The
Trustee shall make withdrawals from the Credit Comeback Excess Account to make
distributions as and to the extent required by Section 4.04.

                  Funds in the Credit Comeback Excess Account with respect to
Loan Group 1, Loan Group 2 and Loan Group 3 may be invested in Permitted
Investments at the written direction of the Majority Holder of the Class C
Certificates, which Permitted Investments shall mature not later than the
Business Day immediately preceding the first Distribution Date that follows
the date of such investment (except that if such Permitted Investment is an
obligation of the institution that maintains the Credit Comeback Excess
Account, then such Permitted Investment shall mature not later than such
Distribution Date) and shall not be sold or disposed of prior to maturity. All
such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. In the absence of such written direction,
all funds in the Credit Comeback Excess Account shall be invested by the
Trustee in The Bank of New York cash reserves. Any net investment earnings on
amounts in the Credit Comeback Excess Account with respect to Loan Group 1,
Loan Group 2 and Loan Group 3 shall be payable pro rata to the Holders of the
Class C Certificates in accordance with their Percentage Interests. Any losses
incurred in the Credit Comeback Excess Account in respect of any such
investments shall be charged against amounts on deposit in the Credit Comeback
Excess Account (or such investments) immediately as realized.

                  The Trustee shall not be liable for the amount of any loss
incurred in respect of any investment or lack of investment of funds held in
the Credit Comeback Excess Account and made in accordance with this Section
4.08. The Credit Comeback Excess Account shall not constitute an asset of any
REMIC created hereunder. The Class C Certificates shall evidence ownership of
the Credit Comeback Excess Account for federal tax purposes.

                  Section 4.09 Swap Trust and Swap Account.

                  On the Closing Date, there is hereby established a separate
trust (the "Swap Trust"), the assets of which shall consist of the Trustee's
rights and obligations under the Swap Contract Administration Agreement. The
Swap Trust shall be maintained by the Swap Trustee, who initially, shall be
the Trustee. The Swap Trustee shall hold the assets of the Swap Trust in trust
for the benefit of the Holders of the Swap Certificates and the Swap
Counterparty. No later than the Closing Date, the Swap Trustee shall establish
and maintain a separate, segregated trust account to be held in the Swap
Trust, titled, "Swap Account, The Bank of New York, as Swap Trustee, in trust
for the Swap Counterparty and the registered holders of CWABS, Inc.,
Asset-Backed Certificates, Series 2005-14." Such account shall be an Eligible
Account and funds on



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<PAGE>

deposit therein shall be held separate and apart from, and shall not be
commingled with, any other moneys, including, without limitation, other moneys
of the Trustee held pursuant to this Agreement. Amounts therein shall be held
uninvested. Funds on deposit in the Swap Account shall be distributed in the
amounts and in the order of priority described under Section 4.04(d). For
federal income tax purposes, the Swap Trust, including the Swap Account, shall
be owned by the Class C Certificates.

                  On each Distribution Date, the Trustee shall make a deposit
to the Swap Account pursuant to Section 4.04(a)(i), and to the extent that the
amount of such deposit is insufficient to pay any Net Swap Payment and/or Swap
Termination Payment (other than a Swap Termination Payment due to a Swap
Counterparty Trigger Event) due to the Swap Counterparty with respect to such
Distribution Date, the Trustee shall withdraw, out of amounts on deposit in
the Distribution Account in respect of the Principal Remittance Amount for
Loan Group 1, Loan Group 2 and Loan Group 3, pro rata on the basis of those
respective Principal Remittance Amounts, such additional amount as is
necessary to cover the remaining portion of any such Net Swap Payment and/or
Swap Termination Payment (other than a Swap Termination Payment due to a Swap
Counterparty Trigger Event) due to the Swap Counterparty with respect to such
Distribution Date.





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<PAGE>

                                  ARTICLE V.
                               THE CERTIFICATES

                  Section 5.01 The Certificates.

                  The Certificates shall be substantially in the forms
attached hereto as Exhibits A-1 through A-15, Exhibit B, Exhibit C, Exhibit D
and Exhibit E. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof and
aggregate dollar denominations as set forth in the following table:

<TABLE>
<CAPTION>

                                                                Integral Multiples in        Original Certificate
            Class                  Minimum Denomination           Excess of Minimum            Principal Balance
---------------------------------------------------------------------------------------------------------------------
            <S>                           <C>                          <C>                          <C>
             1-A                          $20,000                      $1,000                       $429,264,000
            2-A-1                         $20,000                      $1,000                       $386,093,000
            2-A-2                         $20,000                      $1,000                        $43,171,000
            3-A-1                         $20,000                      $1,000                       $377,744,000
            3-A-2                         $20,000                      $1,000                       $321,249,000
            3-A-3                         $20,000                      $1,000                       $105,679,000
             M-1                          $20,000                      $1,000                        $75,600,000
             M-2                          $20,000                      $1,000                        $67,200,000
             M-3                          $20,000                      $1,000                        $43,050,000
             M-4                          $20,000                      $1,000                        $37,800,000
             M-5                          $20,000                      $1,000                        $35,700,000
             M-6                          $20,000                      $1,000                        $32,550,000
             M-7                          $20,000                      $1,000                        $27,300,000
             M-8                          $20,000                      $1,000                        $26,250,000
              B                           $20,000                      $1,000                        $24,150,000
             A-R                         $99.95(1)                       N/A                                $100
              C                             N/A                          N/A                           N/A
              P                             N/A                          N/A                                $100


</TABLE>

(1)      The Tax Matters Person Certificate may be issued in a denomination
         of $0.05.

                  The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at the
time when such signatures were affixed, authorized to sign on behalf of the
Trustee shall bind the Trustee, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
authentication and delivery. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on
such Certificate a certificate of authentication substantially in the form set
forth as attached hereto executed by the Trustee by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the
date of their authentication. On the Closing Date, the Trustee shall
authenticate the Certificates to be issued at the written direction of the
Depositor, or any affiliate thereof.


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<PAGE>

                  The Depositor shall provide, or cause to be provided, to the
Trustee on a continuous basis, an adequate inventory of Certificates to
facilitate transfers.

                  Section 5.02 Certificate Register; Registration of Transfer
                               and Exchange of Certificates.

                  (a) The Trustee shall maintain a Certificate Register for
the Trust Fund in which, subject to the provisions of subsections (b) and (c)
below and to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of Transfers and
exchanges of Certificates as herein provided. Upon surrender for registration
of Transfer of any Certificate, the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class and of like aggregate Percentage Interest.

                  At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates that the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of Transfer or exchange shall be accompanied by a
written instrument of Transfer in form satisfactory to the Trustee duly
executed by the Holder thereof or his attorney duly authorized in writing.

                  No service charge to the Certificateholders shall be made
for any registration of Transfer or exchange of Certificates, but payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any Transfer or exchange of Certificates may be required.

                  All Certificates surrendered for registration of Transfer or
exchange shall be canceled and subsequently destroyed by the Trustee in
accordance with the Trustee's customary procedures.

                  (b) No Transfer of a Private Certificate shall be made
unless such Transfer is made pursuant to an effective registration statement
under the Securities Act and any applicable state securities laws or is exempt
from the registration requirements under the Securities Act and such state
securities laws. In the event that a transfer is to be made in reliance upon
an exemption from the Securities Act and such state securities laws, in order
to assure compliance with the Securities Act and such state securities laws,
the Certificateholder desiring to effect such Transfer and such
Certificateholder's prospective transferee shall (except in connection with
any transfer of a Private Certificate to an affiliate of the Depositor (either
directly or through a nominee) in connection with the initial issuance of the
Certificates) each certify to the Trustee in writing the facts surrounding the
Transfer in substantially the forms set forth in Exhibit J-2 and, in the case
of a Class A-R Certificate, Exhibit J-1 (the "Transferor Certificate") and (i)
deliver a letter in substantially the form of either Exhibit K (in the case of
the Class P and Class C Certificates only) (the "Investment Letter") or
Exhibit L (in the case of any Private Certificate) (the "Rule 144A Letter") or
(ii) there shall be delivered to the Trustee at the expense of the
Certificateholder desiring to effect such transfer an Opinion of Counsel that
such Transfer may



                                     133
<PAGE>

be made pursuant to an exemption from the Securities Act; provided, however,
that in the case of the delivery of an Investment Letter in connection with
the transfer of any Class C or Class P Certificate to a transferee that is
formed with the purpose of issuing notes backed by such Class C or Class P
Certificate, as the case may be, clause (b) and (c) of the form of Investment
Letter shall not be applicable and shall be deleted by such transferee. The
Depositor shall provide to any Holder of a Private Certificate and any
prospective transferee designated by any such Holder, information regarding
the related Certificates and the Mortgage Loans and such other information as
shall be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption provided by
Rule 144A. The Trustee and the Master Servicer shall cooperate with the
Depositor in providing the Rule 144A information referenced in the preceding
sentence, including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect
such Transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Trust Fund, each Seller, the Master Servicer and the NIM
Insurer against any liability that may result if the Transfer is not so exempt
or is not made in accordance with such federal and state laws.

                  No Transfer of an ERISA-Restricted Certificate (other than a
transfer of an ERISA-Restricted Certificate to an affiliate of the Depositor
(either directly or through a nominee) in connection with the initial issuance
of the Certificates) shall be made unless the Trustee shall have received
either (i) a representation from the transferee of such Certificate acceptable
to and in form and substance satisfactory to the Trustee (in the event such
Certificate is a Private Certificate, such requirement is satisfied only by
the Trustee's receipt of a representation letter from the transferee
substantially in the form of Exhibit K or Exhibit L, or in the event such
Certificate is a Residual Certificate, such requirement is satisfied only by
the Trustee's receipt of a representation letter from the transferee
substantially in the form of Exhibit I), to the effect that (x) such
transferee is not a Plan, or (y) in the case of an ERISA-Restricted
Certificate that has been the subject of an ERISA-Qualifying Underwriting, a
representation that the transferee is an insurance company which is purchasing
such Certificate with funds contained in an "insurance company general
account" (as such term is defined in section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of
such Certificate satisfy the requirements for exemptive relief under Sections
I and III of PTCE 95-60 or (ii) in the case of any ERISA-Restricted
Certificate presented for registration in the name of an employee benefit plan
or arrangement subject to ERISA, or a plan or arrangement subject to Section
4975 of the Code (or comparable provisions of any subsequent enactments), or a
trustee of any such plan or arrangement or any other person acting on behalf
of any such plan or arrangement, an Opinion of Counsel satisfactory to the
Trustee, addressed to the Trustee and the Master Servicer, to the effect that
the purchase or holding of such ERISA-Restricted Certificate will not result
in a non-exempt prohibited transaction under ERISA or the Code and will not
subject the Trustee or the Master Servicer to any obligation in addition to
those expressly undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee, the Master Servicer, or the Trust Fund. For
purposes of the preceding sentence, one of such representations, as
appropriate, shall be deemed to have been made to the Trustee by the
transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance
by a Certificate Owner of the beneficial interest in any such Class of
ERISA-Restricted Certificates) unless the



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<PAGE>

Trustee shall have received from the transferee an Opinion of Counsel as
described in clause (ii) or a representation letter acceptable in form and
substance to the Trustee. Notwithstanding anything else to the contrary
herein, any purported transfer of an ERISA-Restricted Certificate to or on
behalf of an employee benefit plan subject to Section 406 of ERISA or a plan
subject to Section 4975 of the Code without the delivery to the Trustee of an
Opinion of Counsel satisfactory to the Trustee meeting the requirements of
clause (i) of the first sentence of this paragraph as described above shall be
void and of no effect. The Trustee shall be under no liability to any Person
for any registration of transfer of any ERISA-Restricted Certificate that is
in fact not permitted by this Section 5.02(b) or for making any payments due
on such Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement so long as the
Trustee, with respect to the transfer of such Classes of Certificates,
required delivery of such certificates and other documentation or evidence as
are expressly required by the terms of this Agreement and examined such
certificates and other documentation or evidence to determine compliance as to
form with the express requirements hereof. The Trustee shall be entitled, but
not obligated, to recover from any Holder of any ERISA-Restricted Certificate
that was in fact an employee benefit plan or arrangement subject to Section
406 of ERISA or a plan or arrangement subject to Section 4975 of the Code or a
Person acting on behalf of any such plan or arrangement at the time it became
a Holder or, at such subsequent time as it became such a plan or arrangement
or Person acting on behalf of such a plan or arrangement, all payments made on
such ERISA-Restricted Certificate at and after either such time. Any such
payments so recovered by the Trustee shall be paid and delivered by the
Trustee to the last preceding Holder of such Certificate that is not such a
plan or arrangement or Person acting on behalf of a plan or arrangement.

                  No transfer of an Interest-Bearing Certificate (other than a
transfer of an Interest-Bearing Certificate to an affiliate of the Depositor
(either directly or through a nominee) in connection with the initial issuance
of the Certificates) shall be made unless the Trustee shall have received
either (i) a representation from the transferee of such Interest-Bearing
Certificate acceptable to and in form and substance satisfactory to the
Trustee to the effect that such transferee is not a Plan, or (ii) a
representation that the purchase and holding of the Interest-Bearing
Certificate satisfy the requirements for exemptive relief under PTCE 84-14,
PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption. In the
event that such a representation letter is not delivered, one of the foregoing
representations, as appropriate, shall be deemed to have been made by the
transferee's (including an initial acquiror's) acceptance of the
Interest-Bearing Certificate. In the event that such representation is
violated, such transfer or acquisition shall be void and of no effect.

                  (c) Each Person who has or who acquires any Ownership
Interest in a Class A-R Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions, and the rights of each Person acquiring any Ownership
Interest in a Class A-R Certificate are expressly subject to the following
provisions:

                    (1) Each Person holding or acquiring any Ownership
               Interest in a Class A-R Certificate shall be a Permitted
               Transferee and shall promptly notify the Trustee of any change
               or impending change in its status as a Permitted Transferee.


                                     135
<PAGE>

                    (2) Except in connection with (i) the registration of the
               Tax Matters Person Certificate in the name of the Trustee or
               (ii) any registration in the name of, or transfer of a Class
               A-R Certificate to, an affiliate of the Depositor (either
               directly or through a nominee) in connection with the initial
               issuance of the Certificates, no Ownership Interest in a Class
               A-R Certificate may be registered or transferred, and the
               Trustee shall not register the Transfer of any Class A-R
               Certificate, unless the Trustee shall have been furnished with
               an affidavit (a "Transfer Affidavit") of the initial owner or
               the proposed transferee in the form attached hereto as Exhibit
               I.

                    (3) Each Person holding or acquiring any Ownership
               Interest in a Class A-R Certificate shall agree (A) to obtain a
               Transfer Affidavit from any other Person to whom such Person
               attempts to Transfer its Ownership Interest in a Class A-R
               Certificate, (B) to obtain a Transfer Affidavit from any Person
               for whom such Person is acting as nominee, trustee or agent in
               connection with any Transfer of a Class A-R Certificate and (C)
               not to Transfer its Ownership Interest in a Class A-R
               Certificate, or to cause the Transfer of an Ownership Interest
               in a Class A-R Certificate to any other Person, if it has
               actual knowledge that such Person is not a Permitted Transferee
               or that such Transfer Affidavit is false.

                    (4) Any attempted or purported Transfer of any Ownership
               Interest in a Class A-R Certificate in violation of the
               provisions of this Section 5.02(c) shall be absolutely null and
               void and shall vest no rights in the purported Transferee. If
               any purported transferee shall become a Holder of a Class A-R
               Certificate in violation of the provisions of this Section
               5.02(c), then the last preceding Permitted Transferee shall be
               restored to all rights as Holder thereof retroactive to the
               date of registration of Transfer of such Class A-R Certificate.
               The Trustee shall be under no liability to any Person for any
               registration of Transfer of a Class A-R Certificate that is in
               fact not permitted by Section 5.02(b) and this Section 5.02(c)
               or for making any payments due on such Certificate to the
               Holder thereof or taking any other action with respect to such
               Holder under the provisions of this Agreement so long as the
               Transfer was registered after receipt of the related Transfer
               Affidavit and Transferor Certificate. The Trustee shall be
               entitled but not obligated to recover from any Holder of a
               Class A-R Certificate that was in fact not a Permitted
               Transferee at the time it became a Holder or, at such
               subsequent time as it became other than a Permitted Transferee,
               all payments made on such Class A-R Certificate at and after
               either such time. Any such payments so recovered by the Trustee
               shall be paid and delivered by the Trustee to the last
               preceding Permitted Transferee of such Certificate.

                    (5) The Master Servicer shall use its best efforts to make
               available, upon receipt of written request from the Trustee,
               all information necessary to compute any tax imposed under
               section 860E(e) of the Code as a result of a Transfer of an
               Ownership Interest in a Class A-R Certificate to any Holder who
               is not a Permitted Transferee.

                  The restrictions on Transfers of a Class A-R Certificate set
forth in this Section 5.02(c) shall cease to apply (and the applicable
portions of the legend on a Class A-R Certificate may be deleted) with respect
to Transfers occurring after delivery to the Trustee of an Opinion of



                                     136
<PAGE>

Counsel, which Opinion of Counsel shall not be an expense of the Trustee, any
Seller or the Master Servicer, to the effect that the elimination of such
restrictions will not cause any REMIC formed hereunder to fail to qualify as a
REMIC at any time that the Certificates are outstanding or result in the
imposition of any tax on the Trust Fund, a Certificateholder or another
Person. Each Person holding or acquiring any Ownership Interest in a Class A-R
Certificate, by acceptance of its Ownership Interest, shall be deemed to
consent to any amendment of this Agreement that, based on an Opinion of
Counsel furnished to the Trustee, is reasonably necessary (a) to ensure that
the record ownership of, or any beneficial interest in, a Class A-R
Certificate is not transferred, directly or indirectly, to a Person that is
not a Permitted Transferee and (b) to provide for a means to compel the
Transfer of a Class A-R Certificate that is held by a Person that is not a
Permitted Transferee to a Holder that is a Permitted Transferee.

                  (d) The preparation and delivery of all affidavits,
certifications and opinions referred to above in this Section 5.02 shall not
be an expense of the Trust Fund, the Trustee, the Depositor, any Seller or the
Master Servicer.

                  Section 5.03 Mutilated, Destroyed, Lost or Stolen
                               Certificates.

                  If (a) any mutilated Certificate is surrendered to the
Trustee, or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and of the ownership thereof and
(b) there is delivered to the Master Servicer and the Trustee (and with
respect to the Class 2-A-2 Certificates, the Class 2-A-2 Insurer) such
security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Trustee that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
and Percentage Interest. In connection with the issuance of any new
Certificate under this Section 5.03, the Trustee may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith. Any replacement Certificate
issued pursuant to this Section 5.03 shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time. All Certificates surrendered to the Trustee under the terms of this
Section 5.03 shall be canceled and destroyed by the Trustee in accordance with
its standard procedures without liability on its part.

                  Section 5.04 Persons Deemed Owners.

                  The Master Servicer, the Trustee, the NIM Insurer, the Class
2-A-2 Insurer and any agent of the Master Servicer, the Trustee, the NIM
Insurer or the Class 2-A-2 Insurer may treat the person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in this Agreement and for all other
purposes whatsoever, and none of the Master Servicer, the Trustee, the NIM
Insurer, the Class 2-A-2 Insurer or any agent of the Master Servicer, the
Trustee, the NIM Insurer or the Class 2-A-2 Insurer shall be affected by any
notice to the contrary.



                                     137
<PAGE>

                  Section 5.05 Access to List of Certificateholders' Names and
                               Addresses.

                  If three or more Certificateholders or Certificate Owners
(a) request such information in writing from the Trustee, (b) state that such
Certificateholders or Certificate Owners desire to communicate with other
Certificateholders or Certificate Owners with respect to their rights under
this Agreement or under the Certificates and (c) provide a copy of the
communication that such Certificateholders or Certificate Owners propose to
transmit or if the Depositor or Master Servicer shall request such information
in writing from the Trustee, then the Trustee shall, within ten Business Days
after the receipt of such request, provide the Depositor, the Master Servicer
or such Certificateholders or Certificate Owners at such recipients' expense
the most recent list of the Certificateholders of the Trust Fund held by the
Trustee, if any. The Depositor and every Certificateholder or Certificate
Owner, by receiving and holding a Certificate, agree that the Trustee shall
not be held accountable by reason of the disclosure of any such information as
to the list of the Certificateholders hereunder, regardless of the source from
which such information was derived.

                  Section 5.06 Book-Entry Certificates.

                  The Book-Entry Certificates, upon original issuance, shall
be issued in the form of one typewritten Certificate (or more than one, if
required by the Depository) for each Class of such Certificates, to be
delivered to the Depository by or on behalf of the Depositor. Such
Certificates shall initially be registered on the Certificate Register in the
name of the Depository or its nominee, and no Certificate Owner of such
Certificates will receive a definitive certificate representing such
Certificate Owner's interest in such Certificates, except as provided in
Section 5.08. Unless and until definitive, fully registered Certificates
("Definitive Certificates") have been issued to the Certificate Owners of such
Certificates pursuant to Section 5.08:

                  (a) the provisions of this Section shall be in full force
and effect;

                  (b) the Depositor, the Sellers, the Master Servicer and the
Trustee may deal with the Depository and the Depository Participants for all
purposes (including the making of distributions) as the authorized
representative of the respective Certificate Owners of such Certificates;

                  (c) registration of the Book-Entry Certificates may not be
transferred by the Trustee except to another Depository;

                  (d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the
Depository Participants. Pursuant to the Depository Agreement, unless and
until Definitive Certificates are issued pursuant to Section 5.08, the
Depository will make book-entry transfers among the Depository Participants
and receive and transmit distributions of principal and interest on the
related Certificates to such Depository Participants;

                  (e) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants;



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                  (f) the Trustee may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to its
Depository Participants; and

                  (g) to the extent the provisions of this Section conflict
with any other provisions of this Agreement, the provisions of this Section
shall control.

                  For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of,
Certificateholders evidencing a specified percentage of the aggregate unpaid
principal amount of any Class of Certificates, such direction or consent may
be given by Certificate Owners (acting through the Depository and the
Depository Participants) owning Book-Entry Certificates evidencing the
requisite percentage of principal amount of such Class of Certificates.

                  Section 5.07 Notices to Depository.

                  Whenever any notice or other communication is required to be
given to Certificateholders of the Class with respect to which Book-Entry
Certificates have been issued, unless and until Definitive Certificates shall
have been issued to the related Certificate Owners, the Trustee shall give all
such notices and communications to the Depository.

                  Section 5.08 Definitive Certificates.

                  If, after Book-Entry Certificates have been issued with
respect to any Certificates, (a) the Depositor advises the Trustee that the
Depository is no longer willing or able to discharge properly its
responsibilities under the Depository Agreement with respect to such
Certificates and the Trustee or the Depositor is unable to locate a qualified
successor or (b) after the occurrence and continuation of an Event of Default,
Certificate Owners of such Book-Entry Certificates having not less than 51% of
the Voting Rights evidenced by any Class of Book-Entry Certificates advise the
Trustee and the Depository in writing through the Depository Participants that
the continuation of a book-entry system with respect to Certificates of such
Class through the Depository (or its successor) is no longer in the best
interests of the Certificate Owners of such Class, then the Trustee shall
notify all Certificate Owners of such Certificates, through the Depository, of
the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners of such Class requesting the same. The
Depositor shall provide the Trustee with an adequate inventory of Certificates
to facilitate the issuance and transfer of Definitive Certificates. Upon
surrender to the Trustee of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall authenticate and deliver such Definitive Certificates.
Neither the Depositor nor the Trustee shall be liable for any delay in
delivery of such instructions and each may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of such
Definitive Certificates, all references herein to obligations imposed upon or
to be performed by the Depository shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates and the Trustee shall recognize the Holders of such
Definitive Certificates as Certificateholders hereunder.



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                  Section 5.09 Maintenance of Office or Agency.

                  The Trustee will maintain or cause to be maintained at its
expense an office or offices or agency or agencies in New York City where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its offices at 101 Barclay Street, New York, New
York 10286, Attention: Corporate Trust MBS Administration, as offices for such
purposes. The Trustee will give prompt written notice to the
Certificateholders and the Class 2-A-2 Insurer of any change in such location
of any such office or agency.

                                 ARTICLE VI.
              THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS

                  Section 6.01 Respective Liabilities of the Depositor, the
                               Master Servicer and the Sellers.

                  The Depositor, the Master Servicer and each Seller shall
each be liable in accordance herewith only to the extent of the obligations
specifically and respectively imposed upon and undertaken by them herein.

                  Section 6.02 Merger or Consolidation of the Depositor, the
                               Master Servicer or the Sellers.

                  The Depositor will keep in full effect its existence, rights
and franchises as a corporation under the laws of the United States or under
the laws of one of the states thereof and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement. The Master Servicer will keep in effect its
existence, rights and franchises as a limited partnership under the laws of
the United States or under the laws of one of the states thereof and will
obtain and preserve its qualification or registration to do business as a
foreign partnership in each jurisdiction in which such qualification or
registration is or shall be necessary to protect the validity and
enforceability of this Agreement or any of the Mortgage Loans and to perform
its duties under this Agreement.

                  Any Person into which the Depositor, the Master Servicer or
any Seller may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Depositor, the Master Servicer or any
Seller shall be a party, or any person succeeding to the business of the
Depositor, the Master Servicer or any Seller, shall be the successor of the
Depositor, the Master Servicer or such Seller, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided that the successor or surviving Person to the Master Servicer shall
be qualified to service mortgage loans on behalf of Fannie Mae and Freddie
Mac.


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                  Section 6.03 Limitation on Liability of the Depositor, the
                               Sellers, the Master Servicer, the NIM Insurer
                               and Others.

                  None of the Depositor, the Sellers, the NIM Insurer or the
Master Servicer or any of the directors, officers, employees or agents of the
Depositor, the Sellers, the NIM Insurer or the Master Servicer shall be under
any liability to the Trustee (except as provided in Section 8.05), the Trust
Fund or the Certificateholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided that this provision shall not protect the Depositor, the
Sellers, the Master Servicer or any such Person against any breach of
representations or warranties made by it herein or protect the Depositor, the
Sellers, the Master Servicer or any such Person from any liability that would
otherwise be imposed by reasons of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Sellers, the NIM Insurer,
the Master Servicer and any director, officer, employee or agent of the
Depositor, the Sellers, the NIM Insurer or the Master Servicer may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The
Depositor, the Sellers, the NIM Insurer, the Master Servicer and any director,
officer, employee or agent of the Depositor, the Sellers, the NIM Insurer or
the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any audit,
controversy or judicial proceeding relating to a governmental taxing authority
or any legal action relating to this Agreement or the Certificates, other than
any loss, liability or expense related to any specific Mortgage Loan or
Mortgage Loans (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) and any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. None of the Depositor, the
Sellers, the NIM Insurer or the Master Servicer shall be under any obligation
to appear in, prosecute or defend any legal action that is not incidental to
its respective duties hereunder and that in its opinion may involve it in any
expense or liability; provided that any of the Depositor, the Sellers, the NIM
Insurer or the Master Servicer may, in its discretion undertake any such
action that it may deem necessary or desirable in respect of this Agreement
and the rights and duties of the parties hereto and interests of the Trustee
and the Certificateholders hereunder. In such event, the legal expenses and
costs of such action and any liability resulting therefrom shall be, expenses,
costs and liabilities of the Trust Fund, and the Depositor, the Sellers, the
NIM Insurer and the Master Servicer shall be entitled to be reimbursed
therefor out of the Certificate Account as provided by Section 3.08 hereof.

                  Section 6.04 Limitation on Resignation of Master Servicer.

                  The Master Servicer shall not resign from the obligations
and duties hereby imposed on it except (i) upon determination that its duties
hereunder are no longer permissible under applicable law or (ii) upon
appointment of a successor servicer that is reasonably acceptable to the
Trustee and the NIM Insurer and the written confirmation from each Rating
Agency (which confirmation shall be furnished to the Depositor, the Trustee
and the NIM Insurer) that such resignation will not cause such Rating Agency
to reduce the then-current rating of the Certificates (such determination to
be made without regard to the Class 2-A-2 Policy). Any such determination
pursuant to clause (i) of the preceding sentence permitting the



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resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
to such effect delivered to the Trustee. No resignation of the Master Servicer
shall become effective until the Trustee shall have assumed the Master
Servicer's responsibilities, duties, liabilities (other than those liabilities
arising prior to the appointment of such successor) and obligations under this
Agreement.

                  Section 6.05 Errors and Omissions Insurance; Fidelity Bonds.

                  The Master Servicer shall, for so long as it acts as
servicer under this Agreement, obtain and maintain in force (a) a policy or
policies of insurance covering errors and omissions in the performance of its
obligations as servicer hereunder, and (b) a fidelity bond in respect of its
officers, employees and agents. Each such policy or policies and bond shall,
together, comply with the requirements from time to time of Fannie Mae and
Freddie Mac for persons performing servicing for mortgage loans purchased by
Fannie Mae and Freddie Mac. In the event that any such policy or bond ceases
to be in effect, the Master Servicer shall use its reasonable best efforts to
obtain a comparable replacement policy or bond from an insurer or issuer,
meeting the requirements set forth above as of the date of such replacement.

                  The Master Servicer shall provide the Trustee, the Class
2-A-2 Insurer and the NIM Insurer (upon such party's reasonable request) with
copies of any such insurance policies and fidelity bond. The Master Servicer
shall be deemed to have complied with this provision if an Affiliate of the
Master Servicer has such errors and omissions and fidelity bond coverage and,
by the terms of such insurance policy or fidelity bond, the coverage afforded
thereunder extends to the Master Servicer.

                                 ARTICLE VII.
                    DEFAULT; TERMINATION OF MASTER SERVICER

                  Section 7.01 Events of Default.

                  "Event of Default," wherever used herein, means any one of
the following events:

                    (1) any failure by the Master Servicer to deposit in the
               Certificate Account or the Distribution Account or remit to the
               Trustee any payment (excluding a payment required to be made
               under Section 4.01 hereof) required to be made under the terms
               of this Agreement, which failure shall continue unremedied for
               five calendar days and, with respect to a payment required to
               be made under Section 4.01(b) or (c) hereof, for one Business
               Day, after the date on which written notice of such failure
               shall have been given to the Master Servicer by the Trustee,
               the NIM Insurer or the Depositor, or to the Trustee, the NIM
               Insurer and the Master Servicer by the Holders of Certificates
               evidencing not less than 25% of the Voting Rights; or

                    (2) any failure by the Master Servicer to observe or
               perform in any material respect any other of the covenants or
               agreements on the part of the Master Servicer contained in this
               Agreement or any representation or warranty shall prove to be
               untrue, which failure or breach shall continue unremedied for a
               period of 60 days after the date on which written notice of
               such failure shall have been given to the Master Servicer by
               the Trustee, the NIM Insurer or the Depositor, or to the
               Trustee by the



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               Holders of Certificates evidencing not less than 25% of
               the Voting Rights; provided that the sixty-day cure period
               shall not apply to the initial delivery of the Mortgage File
               for Delay Delivery Mortgage Loans nor the failure to repurchase
               or substitute in lieu thereof; or

                    (3) a decree or order of a court or agency or supervisory
               authority having jurisdiction in the premises for the
               appointment of a receiver or liquidator in any insolvency,
               readjustment of debt, marshalling of assets and liabilities or
               similar proceedings, or for the winding-up or liquidation of
               its affairs, shall have been entered against the Master
               Servicer and such decree or order shall have remained in force
               undischarged or unstayed for a period of 60 consecutive days;
               or

                    (4) the Master Servicer shall consent to the appointment
               of a receiver or liquidator in any insolvency, readjustment of
               debt, marshalling of assets and liabilities or similar
               proceedings of or relating to the Master Servicer or all or
               substantially all of the property of the Master Servicer; or

                    (5) the Master Servicer shall admit in writing its
               inability to pay its debts generally as they become due, file a
               petition to take advantage of, or commence a voluntary case
               under, any applicable insolvency or reorganization statute,
               make an assignment for the benefit of its creditors, or
               voluntarily suspend payment of its obligations; or

                    (6) the Master Servicer shall fail to reimburse in full
               the Trustee not later than 6:00 p.m. (New York time) on the
               Business Day following the related Distribution Date for any
               Advance made by the Trustee pursuant to Section 4.01(d)
               together with accrued and unpaid interest.

                  If an Event of Default shall occur, then, and in each and
every such case, so long as such Event of Default shall not have been
remedied, the Trustee shall, but only at the direction of either the NIM
Insurer or the Holders of Certificates evidencing not less than 25% of the
Voting Rights (subject to the consent of the Class 2-A-2 Insurer, which
consent shall not be unreasonably withheld), by notice in writing to the
Master Servicer (with a copy to each Rating Agency), terminate all of the
rights and obligations of the Master Servicer under this Agreement and in and
to the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. On or after the receipt by the Master Servicer of
such written notice, all authority and power of the Master Servicer hereunder,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be
vested in the Trustee. The Trustee shall thereupon make any Advance described
in Section 4.01 hereof subject to Section 3.04 hereof. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Master
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. Unless expressly provided in such written
notice, no such termination shall affect any obligation of the Master Servicer
to pay amounts owed pursuant to Article VIII. The Master Servicer agrees to
cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder,



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including, without limitation, the transfer to the Trustee of all cash amounts
which shall at the time be credited to the Certificate Account, or thereafter
be received with respect to the Mortgage Loans. The Trustee shall promptly
notify the Rating Agencies of the occurrence of an Event of Default.

                  Notwithstanding any termination of the activities of a
Master Servicer hereunder, such Master Servicer shall be entitled to receive,
out of any late collection of a Scheduled Payment on a Mortgage Loan that was
due prior to the notice terminating such Master Servicer's rights and
obligations as Master Servicer hereunder and received after such notice, that
portion thereof to which such Master Servicer would have been entitled
pursuant to Sections 3.08(a)(1) through (8), and any other amounts payable to
such Master Servicer hereunder the entitlement to which arose prior to the
termination of its activities hereunder.

                  Section 7.02 Trustee to Act; Appointment of Successor.

                  On and after the time the Master Servicer receives a notice
of termination pursuant to Section 7.01 hereof, the Trustee shall, to the
extent provided in Section 3.04, be the successor to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth
or provided for herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto placed on the Master Servicer by the
terms and provisions hereof and applicable law including the obligation to
make advances pursuant to Section 4.01. As compensation therefor, the Trustee
shall be entitled to all fees, costs and expenses relating to the Mortgage
Loans that the Master Servicer would have been entitled to if the Master
Servicer had continued to act hereunder. Notwithstanding the foregoing, if the
Trustee has become the successor to the Master Servicer in accordance with
Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act, or
shall, if it is prohibited by applicable law from making Advances pursuant to
Section 4.01 hereof or if it is otherwise unable to so act, (i) appoint any
established mortgage loan servicing institution reasonably acceptable to the
NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or
(ii) if it is unable for 60 days to appoint a successor servicer reasonably
acceptable to the NIM Insurer, petition a court of competent jurisdiction to
appoint any established mortgage loan servicing institution, the appointment
of which does not adversely affect the then-current rating of the Certificates
(without regard to the Class 2-A-2 Policy, in the case of the Class 2-A-2
Certificates) and the NIM Insurer guaranteed notes (without giving any effect
to any policy or guaranty provided by the NIM Insurer) by each Rating Agency
as the successor to the Master Servicer hereunder in the assumption of all or
any part of the responsibilities, duties or liabilities of the Master Servicer
hereunder. Any successor Master Servicer shall be an institution that is a
Fannie Mae and Freddie Mac approved seller/servicer in good standing, that has
a net worth of at least $15,000,000 and that is willing to service the
Mortgage Loans and executes and delivers to the Depositor and the Trustee an
agreement accepting such delegation and assignment, that contains an
assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Master Servicer (other than liabilities and
indemnities of the Master Servicer under Section 6.03 hereof incurred prior to
termination of the Master Servicer under Section 7.01), with like effect as if
originally named as a party to this Agreement; and provided further that each
Rating Agency acknowledges that its rating of the Certificates in effect
immediately prior to such assignment and delegation will not be qualified or
reduced as a result of such assignment and delegation (without regard to the
Class 2-A-2 Policy, in the case of the Class 2-A-2 Certificates). No



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appointment of a successor to the Master Servicer hereunder shall be effective
until the Trustee shall have consented thereto, and written notice of such
proposed appointment shall have been provided by the Trustee to each
Certificateholder and the Class 2-A-2 Insurer. The Trustee shall not resign as
servicer until a successor servicer has been appointed and has accepted such
appointment. Pending appointment of a successor to the Master Servicer
hereunder, the Trustee, unless the Trustee is prohibited by law from so
acting, shall, subject to Section 3.04 hereof, act in such capacity as herein
above provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out
of payments on Mortgage Loans as it and such successor shall agree; provided
that no such compensation shall be in excess of that permitted the Master
Servicer hereunder. The Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Neither the Trustee nor any other successor servicer shall be
deemed to be in default hereunder by reason of any failure to make, or any
delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the Master Servicer to
deliver or provide, or any delay in delivering or providing, any cash,
information, documents or records to it.

                  Any successor to the Master Servicer as servicer shall give
notice to the NIM Insurer and the Mortgagors of such change of servicer and
shall, during the term of its service as servicer maintain in force the policy
or policies that the Master Servicer is required to maintain pursuant to
Section 6.05.

                  In connection with the termination or resignation of the
Master Servicer hereunder, either (i) the successor Master Servicer, including
the Trustee if the Trustee is acting as successor Master Servicer, shall
represent and warrant that it is a member of MERS in good standing and shall
agree to comply in all material respects with the rules and procedures of MERS
in connection with the servicing of the Mortgage Loans that are registered
with MERS, or (ii) the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the
Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the
successor Master Servicer. The predecessor Master Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
successor Master Servicer shall cause such assignment to be delivered to the
Trustee promptly upon receipt of the original with evidence of recording
thereon or a copy certified by the public recording office in which such
assignment was recorded.

                  Section 7.03 Notification to Certificateholders.

                  (a) Upon any termination of or appointment of a successor to
the Master Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders, to the Class 2-A-2 Insurer and to each Rating Agency.



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                  (b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall transmit by mail to all Certificateholders notice
of each such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.

                                ARTICLE VIII.
                            CONCERNING THE TRUSTEE

                  Section 8.01 Duties of Trustee.

                  The Trustee, prior to the occurrence of an Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred and remains
uncured, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the
conduct of such person's own affairs.

                  The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee that are specifically required to be furnished
pursuant to any provision of this Agreement shall examine them to determine
whether they conform to the requirements of this Agreement, to the extent
provided in this Agreement. If any such instrument is found not to conform to
the requirements of this Agreement in a material manner, the Trustee shall
take action as it deems appropriate to have the instrument corrected.

                  No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own grossly negligent action, its own gross
negligent failure to act or its own misconduct, its grossly negligent failure
to perform its obligations in compliance with this Agreement, or any liability
that would be imposed by reason of its willful misfeasance or bad faith;
provided that:

                    (1) prior to the occurrence of an Event of Default, and
               after the curing of all such Events of Default that may have
               occurred, the duties and obligations of the Trustee shall be
               determined solely by the express provisions of this Agreement,
               the Trustee shall not be liable, individually or as Trustee,
               except for the performance of such duties and obligations as
               are specifically set forth in this Agreement, no implied
               covenants or obligations shall be read into this Agreement
               against the Trustee and the Trustee may conclusively rely, as
               to the truth of the statements and the correctness of the
               opinions expressed therein, upon any certificates or opinions
               furnished to the Trustee and conforming to the requirements of
               this Agreement that it reasonably believed in good faith to be
               genuine and to have been duly executed by the proper
               authorities respecting any matters arising hereunder;

                    (2) the Trustee shall not be liable, individually or as
               Trustee, for an error of judgment made in good faith by a
               Responsible Officer or Responsible Officers of the Trustee,
               unless the Trustee was grossly negligent or acted in bad faith
               or with willful misfeasance;



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                    (3) the Trustee shall not be liable, individually or as
               Trustee, with respect to any action taken, suffered or omitted
               to be taken by it in good faith in accordance with the
               direction of the Holders of each Class of Certificates
               evidencing not less than 25% of the Voting Rights of such Class
               relating to the time, method and place of conducting any
               proceeding for any remedy available to the Trustee, or
               exercising any trust or power conferred upon the Trustee under
               this Agreement; and

                    (4) without in any way limiting the provisions of this
               Section 8.01 or Section 8.02 hereof, the Trustee shall be
               entitled to rely conclusively on the information delivered to
               it by the Master Servicer in a Trustee Advance Notice in
               determining whether or not it is required to make an Advance
               under Section 4.01(d), shall have no responsibility to
               ascertain or confirm any information contained in any Trustee
               Advance Notice, and shall have no obligation to make any
               Advance under Section 4.01(d) in the absence of a Trustee
               Advance Notice or actual knowledge by a Responsible Officer
               that (A) a required Advance was not made and (B) such required
               Advance was not a Nonrecoverable Advance.

                  Section 8.02 Certain Matters Affecting the Trustee.

                  (a) Except as otherwise provided in Section 8.01:

                       (1) the Trustee may request and rely upon and shall be
               protected in acting or refraining from acting upon any
               resolution, Officer's Certificate, certificate of auditors or
               any other certificate, statement, instrument, opinion, report,
               notice, request, consent, order, appraisal, bond or other paper
               or document believed by it to be genuine and to have been
               signed or presented by the proper party or parties;

                       (2) the Trustee may consult with counsel and any Opinion
               of Counsel shall be full and complete authorization and
               protection in respect of any action taken or suffered or
               omitted by it hereunder in good faith and in accordance with
               such Opinion of Counsel;

                       (3) the Trustee shall not be liable, individually or as
               Trustee, for any action taken, suffered or omitted by it in
               good faith and believed by it to be authorized or within the
               discretion or rights or powers conferred upon it by this
               Agreement;

                       (4) prior to the occurrence of an Event of Default
               hereunder and after the curing of all Events of Default that
               may have occurred, the Trustee shall not be bound to make any
               investigation into the facts or matters stated in any
               resolution, certificate, statement, instrument, opinion,
               report, notice, request, consent, order, approval, bond or
               other paper or document, unless requested in writing so to do
               by the NIM Insurer or the Holders of each Class of Certificates
               evidencing not less than 25% of the Voting Rights of such
               Class; provided, however, that if the payment within a
               reasonable time to the Trustee of the costs, expenses or
               liabilities likely to be incurred by it in the making of such
               investigation is, in the opinion of the Trustee not reasonably
               assured to the Trustee by the NIM Insurer or such
               Certificateholders, the Trustee may require reasonable


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               indemnity against such expense, or liability from the NIM
               Insurer or such Certificateholders as a condition to taking any
               such action;

                       (5) the Trustee may execute any of the trusts or powers
               hereunder or perform any duties hereunder either directly or by
               or through agents, accountants or attorneys;

                       (6) the Trustee shall not be required to expend its own
               funds or otherwise incur any financial liability in the
               performance of any of its duties hereunder if it shall have
               reasonable grounds for believing that repayment of such funds
               or adequate indemnity against such liability is not assured to
               it;

                       (7) the Trustee shall not be liable, individually or as
               Trustee, for any loss on any investment of funds pursuant to
               this Agreement (other than as issuer of the investment
               security);

                       (8) the Trustee shall not be deemed to have knowledge of
               an Event of Default until a Responsible Officer of the Trustee
               shall have received written notice thereof; and

                       (9) the Trustee shall be under no obligation to exercise
               any of the trusts or powers vested in it by this Agreement or
               to make any investigation of matters arising hereunder or to
               institute, conduct or defend any litigation hereunder or in
               relation hereto at the request, order or direction of the NIM
               Insurer or any of the Certificateholders, pursuant to the
               provisions of this Agreement, unless the NIM Insurer or such
               Certificateholders, as applicable, shall have offered to the
               Trustee reasonable security or indemnity against the costs,
               expenses and liabilities that may be incurred therein or
               thereby.

                  (b) All rights of action under this Agreement or under any
of the Certificates, enforceable by the Trustee, may be enforced by the
Trustee without the possession of any of the Certificates, or the production
thereof at the trial or other proceeding relating thereto, and any such suit,
action or proceeding instituted by the Trustee shall be brought in its name
for the benefit of all the Holders of the Certificates, subject to the
provisions of this Agreement.

                  The Depositor hereby directs the Trustee to execute, deliver
and perform its obligations under the Swap Contract Administration Agreement
(in its capacity as Swap Trustee). The Sellers, the Depositor, the Master
Servicer and the Holders of the Interest-Bearing Certificates by their
acceptance of such Certificates acknowledge and agree that the Trustee shall
execute, deliver and perform its obligations under the Swap Contract
Administration Agreement and shall do so solely in its capacity as Swap
Trustee, as the case may be, and not in its individual capacity. Every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Trustee shall apply to the Trustee's
execution of the Swap Contract Administration Agreement in its capacity as
Swap Trustee, and the performance of its duties and satisfaction of its
obligations thereunder.


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                  Section 8.03 Trustee Not Liable for Mortgage Loans.

                  The recitals contained herein shall be taken as the
statements of the Depositor or the Master Servicer, as the case may be, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Agreement or of
any Mortgage Loan or related document or of MERS or the MERS(R) System other
than with respect to the Trustee's execution and authentication of the
Certificates. The Trustee shall not be accountable for the use or application
by the Depositor or the Master Servicer of any funds paid to the Depositor or
the Master Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Certificate Account by the Depositor or the Master
Servicer.

                  Section 8.04 Trustee May Own Certificates.

                  The Trustee in its individual or any other capacity may
become the owner or pledgee of Certificates with the same rights as it would
have if it were not the Trustee.

                  Section 8.05 Master Servicer to Pay Trustee's Fees and
                               Expenses.

                  The Master Servicer covenants and agrees to pay or reimburse
the Trustee, upon its request, for all reasonable expenses, disbursements and
advances incurred or made by the Trustee on behalf of the Trust Fund in
accordance with any of the provisions of this Agreement (including, without
limitation: (A) the reasonable compensation and the expenses and disbursements
of its counsel, but only for representation of the Trustee acting in its
capacity as Trustee hereunder and (B) to the extent that the Trustee must
engage persons not regularly in its employ to perform acts or services on
behalf of the Trust Fund, which acts or services are not in the ordinary
course of the duties of a trustee, paying agent or certificate registrar, in
the absence of a breach or default by any party hereto, the reasonable
compensation, expenses and disbursements of such persons, except any such
expense, disbursement or advance as may arise from its negligence, bad faith
or willful misconduct). The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Master Servicer and held
harmless against any loss, liability or expense (i) incurred in connection
with any legal action relating to this Agreement or the Certificates, or in
connection with the performance of any of the Trustee's duties hereunder,
other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of any of the
Trustee's duties hereunder or by reason of reckless disregard of the Trustee's
obligations and duties hereunder or (ii) resulting from any error in any tax
or information return prepared by the Master Servicer. Such indemnity shall
survive the termination of this Agreement or the resignation or removal of the
Trustee hereunder.

                  Section 8.06 Eligibility Requirements for Trustee.

                  The Trustee hereunder shall, at all times, be a corporation
or association organized and doing business under the laws of a state or the
United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by federal or state authority and with a
credit rating that would not cause any of the Rating Agencies to reduce their


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respective ratings of any Class of Certificates (without regard to the Class
2-A-2 Policy, in the case of the Class 2-A-2 Certificates) below the ratings
issued on the Closing Date (or having provided such security from time to time
as is sufficient to avoid such reduction). If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07 hereof. The corporation
or national banking association serving as Trustee may have normal banking and
trust relationships with the Depositor, the Sellers and the Master Servicer
and their respective affiliates; provided that such corporation cannot be an
affiliate of the Master Servicer other than the Trustee in its role as
successor to the Master Servicer.

                  Section 8.07 Resignation and Removal of Trustee.

                  The Trustee may at any time resign and be discharged from
the trusts hereby created by (1) giving written notice of resignation to the
Depositor and the Master Servicer and by mailing notice of resignation by
first class mail, postage prepaid, to the Certificateholders at their
addresses appearing on the Certificate Register, the Class 2-A-2 Insurer and
each Rating Agency, not less than 60 days before the date specified in such
notice when, subject to Section 8.08, such resignation is to take effect, and
(2) acceptance of appointment by a successor trustee in accordance with
Section 8.08 and meeting the qualifications set forth in Section 8.06. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice or resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment
of a successor trustee.

                  If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 hereof and shall fail to resign
after written request thereto by the NIM Insurer or the Depositor, (ii) the
Trustee shall become incapable of acting, or shall be adjudged as bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or (iii)(A) a tax is imposed with respect to the Trust Fund by
any state in which the Trustee or the Trust Fund is located, (B) the
imposition of such tax would be avoided by the appointment of a different
trustee and (C) the Trustee fails to indemnify the Trust Fund against such
tax, then the Depositor, the NIM Insurer or the Master Servicer may remove the
Trustee and appoint a successor trustee, reasonably acceptable to the NIM
Insurer, by written instrument, in triplicate, one copy of which instrument
shall be delivered to the Trustee, one copy of which shall be delivered to the
Master Servicer and one copy of which shall be delivered to the successor
trustee.

                  The Holders evidencing at least 51% of the Voting Rights of
each Class of Certificates may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed
by such Holders or their attorneys-in-fact duly authorized, one complete set
of which instruments shall be delivered by the successor Trustee to the Master
Servicer one complete set to the Trustee so removed and one complete set to
the



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successor so appointed. Notice of any removal of the Trustee shall be
given to each Rating Agency by the successor Trustee.

                  Any resignation or removal of the Trustee and appointment of
a successor trustee pursuant to any of the provisions of this Section 8.07
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 8.08 hereof.

                  Section 8.08 Successor Trustee.

                  Any successor trustee appointed as provided in Section 8.07
hereof shall execute, acknowledge and deliver to the Depositor, its
predecessor trustee and the Master Servicer an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. In addition, if the Swap
Contract is still outstanding, the Person appointed as successor trustee shall
execute, acknowledge and deliver to the predecessor trustee, CHL and the
Master Servicer an instrument accepting the appointment as successor Swap
Contract Administrator under the Swap Contract Administration Agreement.

                  No successor trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06 hereof, is reasonably
acceptable to the NIM Insurer and its appointment shall not adversely affect
the then-current ratings of the Certificates (without regard to the Class
2-A-2 Policy, in the case of the Class 2-A-2 Certificates).

                  Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, the Depositor shall mail notice of the
succession of such trustee hereunder to the NIM Insurer and all Holders of
Certificates. If the Depositor fails to mail such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.

                  Section 8.09 Merger or Consolidation of Trustee.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided that such corporation shall be eligible under the
provisions of Section 8.06 hereof without the execution or filing of any paper
or further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.

                  Section 8.10 Appointment of Co-Trustee or Separate Trustee.

                  Notwithstanding any other provisions of this Agreement, at
any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Fund or property securing any
Mortgage Note may at the time be located, the Master Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments



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to appoint one or more Persons approved by the Trustee and reasonably
acceptable to the NIM Insurer to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of
the Trust Fund, and to vest in such Person or Persons, in such capacity and
for the benefit of the Certificateholders, such title to the Trust Fund or any
part thereof, whichever is applicable, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment, or the NIM Insurer
shall not have approved such appointment, within 15 days after receipt by it
of a request to do so, or in the case an Event of Default shall have occurred
and be continuing, the Trustee shall have the power to make such appointment.
No co-trustee or separate trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.06 and no notice
to Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.08.

                  Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                    (1) All rights, powers, duties and obligations conferred
               or imposed upon the Trustee, except for the obligation of the
               Trustee under this Agreement to advance funds on behalf of the
               Master Servicer, shall be conferred or imposed upon and
               exercised or performed by the Trustee and such separate trustee
               or co-trustee jointly (it being understood that such separate
               trustee or co-trustee is not authorized to act separately
               without the Trustee joining in such act), except to the extent
               that under any law of any jurisdiction in which any particular
               act or acts are to be performed (whether as Trustee hereunder
               or as successor to the Master Servicer hereunder), the Trustee
               shall be incompetent or unqualified to perform such act or
               acts, in which event such rights, powers, duties and
               obligations (including the holding of title to the Trust Fund
               or any portion thereof in any such jurisdiction) shall be
               exercised and performed singly by such separate trustee or
               co-trustee, but solely at the direction of the Trustee;

                    (2) No trustee hereunder shall be held personally liable
               by reason of any act or omission of any other trustee
               hereunder; and

                    (3) The Trustee may at any time accept the resignation of
               or remove any separate trustee or co-trustee.

                  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article VIII. Each separate trustee and co-trustee
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee and a copy thereof given to the Master Servicer and the Depositor.



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                  Any separate trustee or co-trustee may, at any time,
constitute the Trustee its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.

                  Section 8.11 Tax Matters.

                  It is intended that the Trust Fund shall constitute, and
that the affairs of the Trust Fund shall be conducted so that each REMIC
created pursuant to the Preliminary Statement qualifies as, a "real estate
mortgage investment conduit" as defined in and in accordance with the REMIC
Provisions. In furtherance of such intention, the Trustee covenants and agrees
that it shall act as agent (and the Trustee is hereby appointed to act as
agent) on behalf of the Trust Fund and that in such capacity it shall: (a)
prepare and file, or cause to be prepared and filed, in a timely manner, a
U.S. Real Estate Mortgage Investment Conduit Income Tax Returns (Form 1066 or
any successor form adopted by the Internal Revenue Service) and prepare and
file or cause to be prepared and filed with the Internal Revenue Service and
applicable state or local tax authorities income tax or information returns
for each taxable year with respect to each REMIC created hereunder containing
such information and at the times and in the manner as may be required by the
Code or state or local tax laws, regulations, or rules, and furnish or cause
to be furnished to Certificateholders the schedules, statements or information
at such times and in such manner as may be required thereby; (b) within thirty
days of the Closing Date, furnish or cause to be furnished to the Internal
Revenue Service, on Forms 8811 or as otherwise may be required by the Code,
the name, title, address, and telephone number of the person that the Holders
of the Certificates may contact for tax information relating thereto, together
with such additional information as may be required by such Form, and update
such information at the time or times in the manner required by the Code for
the Trust Fund; (c) make or cause to be made elections, on behalf of each
REMIC created hereunder to be treated as a REMIC on the federal tax return of
each such REMIC for its first taxable year (and, if necessary, under
applicable state law); (d) prepare and forward, or cause to be prepared and
forwarded, to the Certificateholders and to the Internal Revenue Service and,
if necessary, state tax authorities, all information returns and reports as
and when required to be provided to them in accordance with the REMIC
Provisions, including without limitation, the calculation of any original
issue discount using the Prepayment Assumption; (e) provide information
necessary for the computation of tax imposed on the transfer of a Class A-R
Certificate to a Person that is not a Permitted Transferee, or an agent
(including a broker, nominee or other middleman) of a Non-Permitted
Transferee, or a pass-through entity in which a Non-Permitted Transferee is
the record holder of an interest (the reasonable cost of computing and
furnishing such information may be charged to the Person liable for such tax);
(f) to the extent that they are under its control conduct the affairs of the
Trust Fund at all times that any Certificates are outstanding so as to
maintain the status of each REMIC created hereunder as a REMIC under the REMIC
Provisions; (g) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of any REMIC
created hereunder; (h) pay, from the sources specified in the penultimate
paragraph of this Section 8.11, the amount of any federal, state and local
taxes, including prohibited transaction taxes as described below, imposed on
any REMIC created hereunder prior to the termination of the Trust Fund when
and as the same shall be due and payable (but such



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obligation shall not prevent the Trustee or any other appropriate Person from
contesting any such tax in appropriate proceedings and shall not prevent the
Trustee from withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings); (i) sign or cause to be signed federal, state or
local income tax or information returns; (j) maintain records relating to each
REMIC created hereunder, including but not limited to the income, expenses,
assets and liabilities of each such REMIC, and the fair market value and
adjusted basis of the Trust Fund property determined at such intervals as may
be required by the Code, as may be necessary to prepare the foregoing returns,
schedules, statements or information; and (k) as and when necessary and
appropriate, represent the Trust Fund in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of any
REMIC created hereunder, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of the Trust Fund, and otherwise act on behalf of any REMIC created
hereunder in relation to any tax matter involving any such REMIC.

                  In order to enable the Trustee to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Trustee within ten days after the Closing Date all information or data that
the Trustee requests in writing and determines to be relevant for tax purposes
to the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows
of the Certificates and the Mortgage Loans (and, to the extent not part of the
aforementioned, the information referred to in paragraphs (1), (2), (3) and
(4) of Section 4.05(d)). Thereafter, the Depositor shall provide to the
Trustee promptly upon written request therefor, any such additional
information or data that the Trustee may, from time to time, request in order
to enable the Trustee to perform its duties as set forth herein. The Depositor
hereby indemnifies the Trustee for any losses, liabilities, damages, claims or
expenses of the Trustee arising from any errors or miscalculations of the
Trustee that result from any failure of the Depositor to provide, or to cause
to be provided, accurate information or data to the Trustee on a timely basis.

                  In the event that any tax is imposed on "prohibited
transactions" of the Trust Fund as defined in section 860F(a)(2) of the Code,
on the "net income from foreclosure property" of the Trust Fund as defined in
section 860G(c) of the Code, on any contribution to the Trust Fund after the
startup day pursuant to section 860G(d) of the Code, or any other tax is
imposed, including, without limitation, any federal, state or local tax or
minimum tax imposed upon the Trust Fund pursuant to sections 23153 and 24872
of the California Revenue and Taxation Code if not paid as otherwise provided
for herein, such tax shall be paid by (i) the Trustee, if any such other tax
arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement, (ii) (x) the Master Servicer, in the case of
any such minimum tax, and (y) any party hereto (other than the Trustee) to the
extent any such other tax arises out of or results from a breach by such other
party of any of its obligations under this Agreement or (iii) in all other
cases, or in the event that any liable party here fails to honor its
obligations under the preceding clauses (i) or (ii), any such tax will be paid
first with amounts otherwise to be distributed to the Class A-R
Certificateholders, and second with amounts otherwise to be distributed to all
other Certificateholders in the same manner as if such tax were a Realized
Loss that occurred ratably within each Loan Group. Notwithstanding anything to
the contrary contained herein, to the extent that such tax is payable by the
Class A-R Certificates, the Trustee is hereby authorized to retain on any
Distribution Date, from the Holders of the Class A-R Certificates (and, if


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necessary, second, from the Holders of the all other Certificates in the
priority specified in the preceding sentence), funds otherwise distributable
to such Holders in an amount sufficient to pay such tax. The Trustee agrees to
promptly notify in writing the party liable for any such tax of the amount
thereof and the due date for the payment thereof.

                  The Trustee shall treat the Carryover Reserve Fund and the
Swap Trust, including the Swap Account, as outside reserve funds within the
meaning of Treasury Regulation 1.860G-2(h), neither of which is an asset of
any REMIC created hereunder. The Carryover Reserve Fund shall be treated as
owned by the Class C Certificateholders and the Swap Trust, including the Swap
Account shall be treated as owned by the Class C Certificateholders. The
rights of the Holders of each Class of Certificates (other than the Class P
and Class A-R Certificates) to receive payments from, and the deemed
obligations of such Holders to make payments to, the Carryover Reserve Fund or
the Swap Trust, including the Swap Account, shall be treated as rights and
obligations with respect to notional principal contracts written by the
Holders of the Class C Certificates in respect of any Net Rate Carryover
distributed pursuant to Sections 4.04(c)(4), and (ii) the Swap Counterparty in
respect of any Net Rate Carryover funded by the Swap Contract and in respect
of any residual payments from such Swap Contract received by the Class C
Certificates. Thus, the Certificates (other than the Class P and Class A-R
Certificates), shall be treated as representing ownership of Master REMIC
regular interests coupled with contractual rights and obligations within the
meaning of Treasury Regulation 1.860G-2(i). For purposes of determining the
issue price of the various Master REMIC regular interests, the Trustee shall
assume that the Swap Contract has a value of $6,100,000.

                  The Trustee shall treat the entitlement to Credit Comeback
Excess Amounts as owned by the Holders of the Class C Certificates and not as
an asset of, or interest in, any REMIC created hereunder. Further, the Trustee
shall treat any payments of Credit Comeback Excess Amounts to Persons other
than the Holders of the Class C Certificates as payments made by the Holders
of the Class C Certificates pursuant to a credit enhancement contract under
Treasury Regulation 1.860G-2(c). The Trustee shall also treat any amount
payable to a Class C Certificate with respect to the R-3-X Interest as
deposited into the Carryover Reserve Fund. In addition, to the extent the
interest otherwise payable to a Certificateholder is reduced for amounts
payable with respect to the Swap Contract, the Trustee, for federal income tax
purposes, shall treat the amount of such reduction as first payable to the
Certificateholder as interest and as then payable by the Certificateholder
with respect to a notional principal contract. To the extent the amount
payable with respect to the Swap Contract exceeds the aggregate of the
reductions described in the immediate sentence, the Trustee, for federal
income tax purposes, shall treat such excess as Realized Losses from Mortgage
Loans and to the extent such Realized Losses (if they had occurred) would be
allocated to a Certificateholder, the Trustee shall treat such amount as first
payable to the Certificateholder as principal and as then payable by the
Certificateholder with respect to a notional principal contract.

                  Section 8.12 Access to Records of the Trustee.

                  The Trustee shall afford the Sellers, the Depositor, the
Master Servicer, the NIM Insurer, the Class 2-A-2 Insurer and each Certificate
Owner upon reasonable notice during normal business hours access to all
records maintained by the Trustee in respect of its duties under this
Agreement and access to officers of the Trustee responsible for performing its
duties. Upon request, the Trustee shall furnish the Depositor, the Master
Servicer, the NIM Insurer, the Class 2-A-2 Insurer and any requesting
Certificate Owner with its most recent financial statements. The Trustee shall
cooperate fully with the Sellers, the Master Servicer, the Depositor,


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the NIM Insurer, the Class 2-A-2 Insurer and the Certificate Owner for review
and copying any books, documents, or records requested with respect to the
Trustee's duties under this Agreement. The Sellers, the Depositor, the Master
Servicer, the Class 2-A-2 Insurer and the Certificate Owner shall not have any
responsibility or liability for any action for failure to act by the Trustee
and are not obligated to supervise the performance of the Trustee under this
Agreement or otherwise.

                  Section 8.13 Suits for Enforcement.

                  If an Event of Default or other material default by the
Master Servicer or the Depositor under this Agreement occurs and is
continuing, at the direction of the Certificateholders holding not less than
51% of the Voting Rights or the NIM Insurer, the Trustee shall proceed to
protect and enforce its rights and the rights of the Certificateholders or the
NIM Insurer under this Agreement by a suit, action, or proceeding in equity or
at law or otherwise, whether for the specific performance of any covenant or
agreement contained in this Agreement or in aid of the execution of any power
granted in this Agreement or for the enforcement of any other legal,
equitable, or other remedy, as the Trustee, being advised by counsel, and
subject to the foregoing, shall deem most effectual to protect and enforce any
of the rights of the Trustee, the NIM Insurer and the Certificateholders.

                                 ARTICLE IX.
                                  TERMINATION

                  Section 9.01 Termination upon Liquidation or Repurchase of
                               all Mortgage Loans.

                  Subject to Section 9.03, the Trust Fund shall terminate and
the obligations and responsibilities of the Depositor, the Master Servicer,
the Sellers and the Trustee created hereby shall terminate upon the earlier of
(a) the purchase by the Master Servicer or NIM Insurer (the party exercising
such purchase option, the "Terminator") of all of the Mortgage Loans (and REO
Properties) remaining in the Trust Fund at the price equal to the sum of (i)
100% of the Stated Principal Balance of each Mortgage Loan in the Trust Fund
(other than in respect of an REO Property), (ii) accrued interest thereon at
the applicable Mortgage Rate (or, if such repurchase is effected by the Master
Servicer, at the applicable Net Mortgage Rate), (iii) the appraised value of
any REO Property in the Trust Fund (up to the Stated Principal Balance of the
related Mortgage Loan), such appraisal to be conducted by an appraiser
mutually agreed upon by the Terminator and the Trustee, (iv) any remaining
unpaid costs and damages incurred by the Trust Fund that arises out of an
actual violation of any predatory or abusive lending law or regulation and (v)
if the Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and
the principal portion of any unreimbursed Advances, made on the Mortgage Loans
prior to the exercise of such repurchase and (b) the later of (i) the maturity
or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all REO
Property and (ii) the distribution to related Certificateholders of all
amounts required to be distributed to them pursuant to this Agreement, as
applicable. In no event shall the trusts created hereby continue beyond the
earlier of (i) the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James's, living on the date hereof and (ii) the
Latest Possible Maturity Date. If



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any such termination will result in a Deficiency Amount on the Class 2-A-2
Policy, the consent of the Class 2-A-2 Insurer will also be required prior to
exercising the option specified in clause (a) of this paragraph.

                  The right to purchase all Mortgage Loans and REO Properties
by the Terminator pursuant to clause (a) of the immediately preceding
paragraph shall be conditioned upon (1) the Stated Principal Balance of the
Mortgage Loans, at the time of any such repurchase, aggregating ten percent
(10%) or less of the sum of the aggregate Cut-off Date Principal Balance of
the Initial Mortgage Loans and the Pre-Funded Amount, (2) unless the NIM
Insurer otherwise consents, the purchase price for such Mortgage Loans and REO
Properties shall result in a final distribution on any NIM Insurer guaranteed
notes that is sufficient (x) to pay such notes in full and (y) to pay any
amounts due and payable to the NIM Insurer pursuant to the indenture related
to such notes and (3) unless the Class 2-A-2 Insurer otherwise consents, the
purchase price for such Mortgage Loans and REO Properties shall result in a
final distribution on the Class 2-A-2 Certificates and the Class 2-A-2 Insurer
that is sufficient (x) to pay such Class 2-A-2 Certificates in full (without
the need of any Insured Payment) and (y) to pay any amounts due and payable to
the Class 2-A-2 Insurer pursuant to the terms hereof.

                  The NIM Insurer's right to purchase all Mortgage Loans and
REO Properties shall be further conditioned upon the written consent of the
Master Servicer.

                  The Swap Trust shall terminate on the earlier of (i) the
Swap Contract Termination Date, (ii) the reduction of the aggregate
Certificate Principal Balance of the Swap Certificates to zero and (iii) the
termination of this Agreement.

                  Section 9.02 Final Distribution on the Certificates.

                  If on any Determination Date, (i) the Master Servicer
determines that there are no Outstanding Mortgage Loans and no other funds or
assets in the Trust Fund other than the funds in the Certificate Account, the
Master Servicer shall direct the Trustee to send a final distribution notice
promptly to each related Certificateholder and the Class 2-A-2 Insurer or (ii)
the Trustee determines that a Class of Certificates shall be retired after a
final distribution on such Class, the Trustee shall notify the related
Certificateholders and the Class 2-A-2 Insurer within five (5) Business Days
after such Determination Date that the final distribution in retirement of
such Class of Certificates is scheduled to be made on the immediately
following Distribution Date. Any final distribution made pursuant to the
immediately preceding sentence will be made only upon presentation and
surrender of the related Certificates at the Corporate Trust Office of the
Trustee. If the Terminator elects to terminate pursuant to clause (a) of
Section 9.01, at least 20 days prior to the date notice is to be mailed to the
affected Certificateholders, such electing party shall notify the Depositor,
the Class 2-A-2 Insurer and the Trustee of the date such electing party
intends to terminate and of the applicable repurchase price of the related
Mortgage Loans and REO Properties.

                  Notice of any termination, specifying the Distribution Date
on which related Certificateholders may surrender their Certificates for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee by letter to related Certificateholders mailed not earlier than
the 10th day and no later than the 15th day of the month immediately preceding



                                     157
<PAGE>

the month of such final distribution. Any such notice shall specify (a) the
Distribution Date upon which final distribution on related Certificates will
be made upon presentation and surrender of such Certificates at the office
therein designated, (b) the amount of such final distribution, (c) the
location of the office or agency at which such presentation and surrender must
be made, and (d) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of such Certificates at the office therein
specified. The Terminator will give such notice to each Rating Agency at the
time such notice is given to the affected Certificateholders.

                  In the event such notice is given, the Master Servicer shall
cause all funds in the Certificate Account to be remitted to the Trustee for
deposit in the Distribution Account on the Business Day prior to the
applicable Distribution Date in an amount equal to the final distribution in
respect of the Certificates. Upon such final deposit and the receipt by the
Trustee of a Request for File Release therefor, the Trustee shall promptly
release to the Master Servicer the Mortgage Files for the Mortgage Loans.

                  Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to Certificateholders of each affected
Class and the Class 2-A-2 Insurer the amounts allocable to such Certificates
and the Class 2-A-2 Insurer held in the Distribution Account (and, if
applicable, the Carryover Reserve Fund) in the order and priority set forth in
Section 4.04 hereof on the final Distribution Date and in proportion to their
respective Percentage Interests. Notwithstanding the reduction of the
Certificate Principal Balance of any Class of Certificates to zero, such Class
will be outstanding hereunder (solely for the purpose of receiving
distributions (if any) to which it may be entitled pursuant to the terms of
this Agreement and not for any other purpose) until the termination of the
respective obligations and responsibilities of the Depositor, each Seller, the
Master Servicer and the Trustee hereunder in accordance with Article IX.

                  In the event that any affected Certificateholders shall not
surrender related Certificates for cancellation within six months after the
date specified in the above mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
related Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice all the
applicable Certificates shall not have been surrendered for cancellation, the
Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets that remain a part of the Trust Fund. If within one
year after the second notice all related Certificates shall not have been
surrendered for cancellation, the Class 2-A-2 Insurer, with respect to any
unpaid Class 2-A-2 Reimbursement Amounts and then the Class A-R Certificates
shall be entitled to all unclaimed funds and other assets that remain subject
hereto.

                  Section 9.03 Additional Termination Requirements.

                  (a) In the event the Terminator exercises its purchase
option, the Trust Fund shall be terminated in accordance with the following
additional requirements, unless the Trustee has been supplied with an Opinion
of Counsel, at the expense of the Terminator, to the effect that the failure
of the Trust Fund to comply with the requirements of this Section 9.03 will
not (i) result in the imposition of taxes on "prohibited transactions" of a
REMIC, or (ii) cause any



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<PAGE>

REMIC created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

                     (1) The Master Servicer shall establish a 90-day
liquidation period and notify the Trustee thereof, which shall in turn specify
the first day of such period in a statement attached to the Trust Fund's final
Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Master Servicer
shall prepare a plan of complete liquidation and shall otherwise satisfy all
the requirements of a qualified liquidation under Section 860F of the Code and
any regulations thereunder, as evidenced by an Opinion of Counsel delivered to
the Trustee and the Depositor obtained at the expense of the Terminator;

                     (2) During such 90-day liquidation period, and at or prior
to the time of making the final payment on the Certificates, the Master
Servicer as agent of the Trustee shall sell all of the assets of the Trust
Fund to the Terminator for cash; and

                     (3) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Class A-R Certificateholders all cash on hand
(other than cash retained to meet claims) related to such Class of
Certificates, and the Trust Fund shall terminate at that time.

                  (b) By their acceptance of the Certificates, the Holders
thereof hereby authorize the Master Servicer to specify the 90-day liquidation
period for the Trust Fund, which authorization shall be binding upon all
successor Certificateholders. The Trustee shall attach a statement to the
final federal income tax return for each of any REMIC created hereunder
stating that pursuant to Treasury Regulation Section 1.860F-1, the first day
of the 90-day liquidation period for each the REMIC was the date on which the
Trustee sold the assets of the Trust Fund to the Terminator.

                  (c) The Trustee as agent for each REMIC created hereunder
hereby agrees to adopt and sign such a plan of complete liquidation upon the
written request of the Master Servicer, and the receipt of the Opinion of
Counsel referred to in Section 9.03(a)(1), and together with the Holders of
the Class A-R Certificates agree to take such other action in connection
therewith as may be reasonably requested by the Terminator.

                                  ARTICLE X.

                           MISCELLANEOUS PROVISIONS

                  Section 10.01 Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Sellers and the Trustee with the consent
of the NIM Insurer, without the consent of any of the Certificateholders (i)
to cure any ambiguity, (ii) to correct or supplement any provisions herein,
(iii) to conform this Agreement to the Prospectus Supplement or the
Prospectus, (iv) to modify, alter, amend, add to or rescind any of the terms
or provisions contained in this Agreement to comply with any rules or
regulations promulgated by the Securities and Exchange Commission from time to
time, or (v) to make such other provisions with respect to matters or
questions arising under this Agreement, as shall not be inconsistent



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<PAGE>

with any other provisions herein if such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder; provided that any such amendment shall be deemed not to
adversely affect in any material respect the interests of the
Certificateholders and no such Opinion of Counsel shall be required if the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal
of the respective ratings then assigned to the Certificates (without regard to
the Class 2-A-2 Policy, in the case of the Class 2-A-2 Certificates), it being
understood and agreed that any such letter in and of itself will not represent
a determination as to the materiality of any such amendment and will represent
a determination only as to the credit issues affecting any such rating. Any
amendment described above made solely to conform this Agreement to the
Prospectus or the Prospectus Supplement shall be deemed not to adversely
affect in any material respect the interests of the Certificateholders.
Notwithstanding the foregoing, no amendment that significantly changes the
permitted activities of the trust created by this Agreement may be made
without the consent of Certificateholders representing not less than 51% of
the Voting Rights of each Class of Certificates affected by such amendment.
Each party to this Agreement hereby agrees that it will cooperate with each
other party in amending this Agreement pursuant to clause (iv) above.

                  The Trustee, the Depositor, the Master Servicer and the
Sellers with the consent of the NIM Insurer may also at any time and from time
to time amend this Agreement, without the consent of the Certificateholders,
to modify, eliminate or add to any of its provisions to such extent as shall
be necessary or appropriate to maintain the qualification of the Trust Fund as
a REMIC under the Code or to avoid or minimize the risk of the imposition of
any tax on the Trust Fund pursuant to the Code that would be a claim against
the Trust Fund at any time prior to the final redemption of the Certificates,
provided that the Trustee has been provided an Opinion of Counsel, which
opinion shall be an expense of the party requesting such opinion but in any
case shall not be an expense of the Trustee, to the effect that such action is
necessary or appropriate to maintain such qualification or to avoid or
minimize the risk of the imposition of such a tax.

                  This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Sellers and the Trustee with the consent
of the NIM Insurer and the Holders of each Class of Certificates affected
thereby evidencing not less than 51% of the Voting Rights of such Class for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of any Class of Certificates in a manner
other than as described in (i), without the consent of the Holders of
Certificates of such Class evidencing 66% or more of the Voting Rights of such
Class, (iii) reduce the aforesaid percentages of Certificates the Holders of
which are required to consent to any such amendment without the consent of the
Holders of all such Certificates then outstanding or (iv) adversely affect in
any material respect the rights or interests of the Class 2-A-2 Insurer in any
of the provisions of this Agreement without its consent, which consent shall
not be unreasonably withheld.

                  Notwithstanding any contrary provision of this Agreement, no
amendment shall adversely affect in any material respect the Swap Counterparty
without at least ten Business



                                     160
<PAGE>

Days' prior notice to the Swap Counterparty and without the prior written
consent of the Swap Counterparty, which consent shall not be unreasonably
withheld. CHL shall provide the Swap Counterparty with ten Business Days'
prior written notice of any proposed material amendment of this Agreement.

                  Notwithstanding any contrary provision of this Agreement,
the Trustee and the NIM Insurer shall not consent to any amendment to this
Agreement unless each shall have first received an Opinion of Counsel
satisfactory to the Trustee and the NIM Insurer, which opinion shall be an
expense of the party requesting such amendment but in any case shall not be an
expense of the Trustee or the NIM Insurer, to the effect that such amendment
will not cause the imposition of any tax on the Trust Fund or the
Certificateholders or cause any REMIC formed hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding.

                  Promptly after the execution of any amendment to this
Agreement, the Trustee shall furnish written notification of the substance of
such amendment to the Class 2-A-2 Insurer and, if the amendment required the
consent of Certificateholders, to each Certificateholder and each Rating
Agency.

                  It shall not be necessary for the consent of
Certificateholders under this Section to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

                  Nothing in this Agreement shall require the Trustee to enter
into an amendment without receiving an Opinion of Counsel, reasonably
satisfactory to the Trustee and the NIM Insurer that (i) such amendment is
permitted and is not prohibited by this Agreement and that all requirements
for amending this Agreement have been complied with; and (ii) either (A) the
amendment does not adversely affect in any material respect the interests of
any Certificateholder or (B) the conclusion set forth in the immediately
preceding clause (A) is not required to be reached pursuant to this Section
10.01.

                  Section 10.02 Recordation of Agreement; Counterparts.

                  This Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Master Servicer at its
expense.

                  For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

                  Section 10.03 Governing Law.

                  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK



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<PAGE>

APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  Section 10.04 Intention of Parties.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title
insurance policies and any modifications, extensions and/or assumption
agreements and private mortgage insurance policies relating to the Mortgage
Loans by the Depositor to the Trustee be, and be construed as, an absolute
sale thereof to the Trustee. It is, further, not the intention of the parties
that such conveyance be deemed a pledge thereof by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the
parties, such assets are held to be the property of the Depositor, or if for
any other reason this Agreement or any Subsequent Transfer Agreement is held
or deemed to create a security interest in such assets, then (i) this
Agreement shall be deemed to be a security agreement (within the meaning of
the Uniform Commercial Code of the State of New York) with respect to all such
assets and security interests and (ii) the conveyance provided for in this
Agreement and any Subsequent Transfer Agreement shall be deemed to be an
assignment and a grant pursuant to the terms of this Agreement by the
Depositor to the Trustee, for the benefit of the Certificateholders and the
Swap Counterparty, of a security interest in all of the assets that constitute
the Trust Fund, whether now owned or hereafter acquired.

                  The Depositor for the benefit of the Certificateholders, the
NIM Insurer and the Swap Counterparty shall, to the extent consistent with
this Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the assets of the Trust
Fund, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as such
throughout the term of the Agreement. The Depositor shall arrange for filing
any Uniform Commercial Code continuation statements in connection with any
security interest granted or assigned to the Trustee for the benefit of the
Certificateholders and the Swap Counterparty.

                  Section 10.05 Notices.

                  (a) The Trustee shall use its best efforts to promptly
provide notice to each Rating Agency and the Swap Counterparty with respect to
each of the following of which it has actual knowledge:

                     (1) Any material change or amendment to this Agreement;

                     (2) The occurrence of any Event of Default that has not
               been cured;

                     (3) The resignation or termination of the Master Servicer
               or the Trustee and the appointment of any successor;

                     (4) The repurchase or substitution of Mortgage Loans
               pursuant to Sections 2.02, 2.03, 2.04 and 3.12; and


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<PAGE>

                     (5) The final payment to Certificateholders.

                  (b) In addition, the Trustee shall promptly furnish to each
Rating Agency copies of the following:

                     (1) Each report to Certificateholders described in Section
               4.05;

                     (2) Each annual statement as to compliance described in
               Section 3.17; and

                     (3) Each annual independent public accountants' servicing
               report described in Section 3.18.

                  (c) All directions, demands and notices hereunder shall be
in writing and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the
Depositor, CWABS, Inc., 4500 Park Granada, Calabasas, California 91302,
facsimile number: (818) 225-4053, Attention: David A. Spector, or such other
address as may be hereafter furnished to the Sellers, the Master Servicer and
the Trustee by the Depositor in writing; (ii) in the case of CHL, Countrywide
Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile
number (818) 225-4053, Attention: David A. Spector, or such other address as
may be hereafter furnished to the Depositor, the Master Servicer and the
Trustee by the Sellers in writing; (iii) in the case of Park Monaco, Park
Monaco Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number
(818) 225-4028, Attention: Paul Liu, or such other address as may be hereafter
furnished to the Depositor, the Master Servicer and the Trustee by the Sellers
in writing; (iv) in the case of Park Sienna, Park Sienna LLC, 4500 Park
Granada, Calabasas, California 91302, facsimile number (818) 225-4028,
Attention: Paul Liu, or such other address as may be hereafter furnished to
the Depositor, the Master Servicer and the Trustee by the Sellers in writing;
(v) in the case of the Master Servicer, Countrywide Home Loans Servicing LP,
7105 Corporate Drive, Plano, Texas 75024, facsimile number (805) 520-5623,
Attention: Mark Wong or such other address as may be hereafter furnished to
the Depositor, the Sellers and the Trustee by the Master Servicer in writing;
(vi) in the case of the Trustee, The Bank of New York, 101 Barclay Street, New
York, New York 10286, Attention: Corporate Trust MBS Administration, CWABS,
Series 2005-14, or such other address as the Trustee may hereafter furnish to
the parties hereto; (vii) in the case of the Rating Agencies, (x) Moody's
Investors Service, Inc., Attention: ABS Monitoring Department, 99 Church
Street, Sixth Floor, New York, New York 10007, and (y) Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Attention: Mortgage
Surveillance Group, 55 Water Street, 41st Floor, New York, New York 10041;
(viii) in the case of the Class 2-A-2 Insurer, MBIA Insurance Corporation, 113
King Street, Armonk, New York 10504, Attention: Insured Portfolio Management -
Structured Finance (IPM-SF) (CWABS 2005-12) or such other address as may be
hereafter furnished by the Class 2-A-2 Insurer and (ix) in the case of the
Swap Counterparty, Lehman Brothers Special Financing Inc., c/o Lehman Brothers
Inc., Transaction Management Group, Corporate Advisory Division, 745 Seventh
Avenue, New York, NY 10019, Attention: Documentation Manager, facsimile number
(212) 526-7672, or such other address as may be hereafter furnished by the
Swap Counterparty. Notices to Certificateholders shall be deemed given when
mailed, first postage prepaid, to their respective addresses appearing in the
Certificate Register.



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<PAGE>

                  Section 10.06 Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions
or terms of this Agreement shall be for any reason whatsoever held invalid,
then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the
other provisions of this Agreement or of the Certificates or the rights of the
Holders thereof.

                  Section 10.07 Assignment.

                  Notwithstanding anything to the contrary contained herein,
except as provided pursuant to Section 6.02, this Agreement may not be
assigned by the Master Servicer without the prior written consent of the
Trustee and the Depositor.

                  Section 10.08 Limitation on Rights of Certificateholders.

                  The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the Trust Fund, or otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

                  No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth or contained in the terms of the Certificates
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be
under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.

                  No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, the Holders of Certificates evidencing not less than
25% of the Voting Rights shall also have made written request to the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as
it may require against the costs, expenses, and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and
intended, and being expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue or by
availing itself or themselves of any provisions of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority over or preference to
any other such Holder or to enforce any right under this Agreement, except in
the manner herein provided and for the common benefit of all
Certificateholders. For the protection and enforcement of the provisions


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<PAGE>

of this Section 10.08, each and every Certificateholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

                  Section 10.09 Inspection and Audit Rights.

                  The Master Servicer agrees that, on reasonable prior notice,
it will permit any representative of the Depositor, any Seller, the NIM
Insurer or the Trustee during the Master Servicer's normal business hours, to
examine all the books of account, records, reports and other papers of the
Master Servicer relating to the Mortgage Loans, to make copies and extracts
therefrom, to cause such books to be audited by independent certified public
accountants selected by the Depositor, a Seller, the NIM Insurer or the
Trustee and to discuss its affairs, finances and accounts relating to the
Mortgage Loans with its officers, employees and independent public accountants
(and by this provision the Master Servicer hereby authorizes such accountants
to discuss with such representative such affairs, finances and accounts), all
at such reasonable times and as often as may be reasonably requested. Any
out-of-pocket expense incident to the exercise by the Depositor, any Seller,
the NIM Insurer or the Trustee of any right under this Section 10.09 shall be
borne by the party requesting such inspection; all other such expenses shall
be borne by the Master Servicer.

                  Section 10.10 Certificates Nonassessable and Fully Paid.

                  It is the intention of the Depositor that Certificateholders
shall not be personally liable for obligations of the Trust Fund, that the
interests in the Trust Fund represented by the Certificates shall be
nonassessable for any reason whatsoever, and that the Certificates, upon due
authentication thereof by the Trustee pursuant to this Agreement, are and
shall be deemed fully paid.

                  Section 10.11 Rights of NIM Insurer.

                  (a) The rights of the NIM Insurer under this Agreement shall
exist only so long as either:

                     (1) the notes certain payments on which are guaranteed by
               the NIM Insurer remain outstanding or

                     (2) the NIM Insurer is owed amounts paid by it with
               respect to that guaranty.

                  (b) The rights of the NIM Insurer under this Agreement are
exercisable by the NIM Insurer only so long as no default by the NIM Insurer
under its guaranty of certain payments under notes backed or secured by the
Class C or Class P Certificates has occurred and is continuing. If the NIM
Insurer is the subject of any insolvency proceeding, the rights of the NIM
Insurer under this Agreement will be exercisable by the NIM Insurer only so
long as:

                     (1) the obligations of the NIM Insurer under its guaranty
               of notes backed or secured by the Class C or Class P
               Certificates have not been disavowed and


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<PAGE>

                     (2) CHL and the Trustee have received reasonable
               assurances that the NIM Insurer will be able to satisfy its
               obligations under its guaranty of notes backed or secured by
               the Class C or Class P Certificates.

                  (c) The NIM Insurer is a third party beneficiary of this
Agreement to the same extent as if it were a party to this Agreement and may
enforce any of those rights under this Agreement.

                  (d) A copy of any documents of any nature required by this
Agreement to be delivered by the Trustee, or to the Trustee or the Rating
Agencies, shall in each case at the same time also be delivered to the NIM
Insurer. Any notices required to be given by the Trustee, or to the Trustee or
the Rating Agencies, shall in each case at the same time also be given to the
NIM Insurer. If the Trustee receives a notice or document that is required
hereunder to be delivered to the NIM Insurer, and if such notice or document
does not indicate that a copy thereof has been previously sent to the NIM
Insurer, the Trustee shall send the NIM Insurer a copy of such notice or
document. If such document is an Opinion of Counsel, the NIM Insurer shall be
an addressee thereof or such Opinion of Counsel shall contain language
permitting the NIM Insurer to rely thereon as if the NIM Insurer were an
addressee thereof.

                  (e) Anything in this Agreement that is conditioned on not
resulting in the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies shall also be conditioned on not resulting
in the downgrading or withdrawal of the ratings then assigned by the Rating
Agencies to the notes backed or secured by the Class C or Class P Certificates
(without giving effect to any policy or guaranty provided by the NIM Insurer).




                                     166
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto 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:
                                    ------------------------------------
                                    Name:   Leon Daniels, Jr.
                                    Title:  Vice President


                                 COUNTRYWIDE HOME LOANS, INC.,
                                    as a Seller


                                 By:
                                    -----------------------------------
                                    Name:   Leon Daniels, Jr.
                                    Title:  Senior Vice President


                                 PARK MONACO INC.,
                                    as a Seller


                                 By:
                                    ----------------------------------
                                    Name:   Leon Daniels, Jr.
                                    Title:  Vice President




                                 PARK SIENNA LLC,
                                    as a Seller


                                 By:
                                    ---------------------------------
                                    Name:   Leon Daniels, Jr.
                                    Title:  Vice President





<PAGE>


                                 COUNTRYWIDE HOME LOANS SERVICING
                                 LP,
                                    as Master Servicer

                                 By:  COUNTRYWIDE GP, INC.


                                 By:
                                    --------------------------------
                                    Name:   Leon Daniels, Jr.
                                    Title:  Vice President


                                 THE BANK OF NEW YORK,
                                 as Trustee


                                 By:
                                    --------------------------------
                                    Name:
                                    Title:


                                 THE BANK OF NEW YORK
                                 (solely with respect to its obligations under
                                  Section 4.01(d))




                                 By:
                                    -------------------------------------
                                    Name:
                                    Title:



<PAGE>


STATE OF CALIFORNIA            )
                               )    ss.:
COUNTY OF LOS ANGELES          )

                  On this ____ day of December, 2005, before me, a notary
public in and for said State, appeared Leon Daniels, Jr., personally known to
me on the basis of satisfactory evidence to be a Senior Vice President of
Countrywide Home Loans, Inc., one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such corporation and acknowledged to me that such corporation executed the
within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                  ____________________________________________
                                                  Notary Public


[Notarial Seal]







<PAGE>


STATE OF CALIFORNIA           )
                              )    ss.:
COUNTY OF LOS ANGELES         )

                  On this ____ day of December, 2005, before me, a notary
public in and for said State, appeared Leon Daniels, Jr., personally known to
me on the basis of satisfactory evidence to be a Vice President of Countrywide
GP, Inc., the parent company of Countrywide Home Loans Servicing LP, one of
the organizations that executed the within instrument, and also known to me to
be the person who executed it on behalf of such limited partnership and
acknowledged to me that such limited partnership executed the within
instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                        _____________________________________________________
                                                Notary Public


[Notarial Seal]







<PAGE>


STATE OF CALIFORNIA           )
                              )    ss.:
COUNTY OF LOS ANGELES         )

                  On this ____ day of December, 2005, before me, a notary
public in and for said State, appeared Leon Daniels, Jr., personally known to
me on the basis of satisfactory evidence to be a Vice President of CWABS,
Inc., one of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                       _____________________________________________________
                                                Notary Public


[Notarial Seal]







<PAGE>



STATE OF CALIFORNIA           )
                              )    ss.:
COUNTY OF LOS ANGELES         )

                  On this ____ day of December, 2005, before me, a notary
public in and for said State, appeared Leon Daniels, Jr., personally known to
me on the basis of satisfactory evidence to be a Vice President of Park Monaco
Inc., one of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                ______________________________________________
                                                 Notary Public


[Notarial Seal]





<PAGE>



STATE OF CALIFORNIA           )
                              )    ss.:
COUNTY OF LOS ANGELES         )

                  On this ____ day of December, 2005, before me, a notary
public in and for said State, appeared Leon Daniels, Jr., personally known to
me on the basis of satisfactory evidence to be a Vice President of Park Sienna
LLC, one of the entities that executed the within instrument, and also known
to me to be the person who executed it on behalf of such entity and
acknowledged to me that such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                   ___________________________________________
                                                    Notary Public


[Notarial Seal]





<PAGE>

STATE OF NEW YORK          )
                           )    ss.:
COUNTY OF NEW YORK         )

                  On this ____ day of December, 2005 before me, a notary
public in and for said State, appeared _________________, personally known to
me on the basis of satisfactory evidence to be a ____________ of The Bank of
New York, a New York banking corporation that executed the within instrument,
and also known to me to be the person who executed it on behalf of such
corporation, and acknowledged to me that such corporation executed the within
instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                __________________________________________
                                              Notary Public


[Notarial Seal]





<PAGE>


STATE OF CALIFORNIA           )
                              )    ss.:
COUNTY OF LOS ANGELES         )

                  On this ____ day of December, 2005 before me, a notary
public in and for said State, appeared __________________, personally known to
me on the basis of satisfactory evidence to be a ____________ of The Bank of
New York Trust Company, N.A., one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such corporation and acknowledged to me that such corporation executed the
within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                        __________________________________
                                                    Notary Public


[Notarial Seal]





<PAGE>


STATE OF NEW YORK              )
                               )    ss.:
COUNTY OF NEW YORK             )

                  On this ____ day of December, 2005 before me, a notary
public in and for said State, appeared ______________, personally known to me
on the basis of satisfactory evidence to be a _____________ of The Bank of New
York, a New York banking corporation that executed the within instrument, and
also known to me to be the person who executed it on behalf of such
corporation, and acknowledged to me that such corporation executed the within
instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                        ______________________________________
                                                      Notary Public


[Notarial Seal]






<PAGE>
                                                                  Exhibits A-1
                                                                  through A-15

                        [Exhibits A-1 through A-15 are
                photocopies of such Certificates as delivered.]

               [See appropriate documents delivered at closing.]



                                     A-1
<PAGE>

                                                                     Exhibit B

                           Exhibit B is a photocopy
                          of the Class P Certificates
                                 as delivered.

               [See appropriate document delivered at closing.]



                                     B-1
<PAGE>

                                                                     Exhibit C

                           Exhibit C is a photocopy
                          of the Class C Certificates
                                 as delivered.


               [See appropriate document delivered at closing.]



                                     C-1
<PAGE>

                                                                     Exhibit D

                           Exhibit D is a photocopy
                         of the Class A-R Certificate
                                 as delivered.


               [See appropriate documents delivered at closing.]



                                     D-1
<PAGE>

                                                                     Exhibit E

                           Exhibit E is a photocopy
                     of the Tax Matters Person Certificate
                                 as delivered.

               [See appropriate documents delivered at closing.]



                                     E-1
<PAGE>

                                                           Exhibit F-1 and F-2

            [Exhibits F-1 and F-2 are schedules of Mortgage Loans]

        [Delivered to Trustee at closing and on file with the Trustee.]



                                     F-1
<PAGE>

                                  EXHIBIT G-1

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE


                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]




          Re:  CWABS Asset-Backed Certificates, Series 2005-14

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of December 1, 2005 (the "Pooling and Servicing Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
Loans Servicing LP, as Master Servicer and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed in the attached list of exceptions) the Trustee has received:

          (i) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of ______________,
without recourse", or, if the original Mortgage Note has been lost or
destroyed and not replaced, an original lost note affidavit, stating that the
original Mortgage Note was lost or destroyed, together with a copy of the
related Mortgage Note; and

          (ii) a duly executed assignment of the Mortgage or a copy of such
assignment, in either case in the form permitted by Section 2.01 of the
Pooling and Servicing Agreement.

          Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.



                                    G-1-1
<PAGE>

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                         The Bank of New York,
                                           as Trustee



                                         By:_________________________________
                                            Name:
                                            Title:



                                    G-1-2
<PAGE>

                                  EXHIBIT G-2

                   FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]



          Re:  CWABS Asset-Backed Certificates, Series 2005-14
               -----------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of December 1, 2005 (the "Pooling and Servicing Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
Loans Servicing LP, as Master Servicer and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that[, with respect to the
Subsequent Mortgage Loans delivered in connection with the Subsequent Transfer
Agreement, dated as of __________, 2005 (the "Subsequent Transfer Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller and The Bank of
New York, as Trustee], except as listed in the following paragraph, as to each
[Initial Mortgage Loan][Subsequent Mortgage Loan] listed in the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule]
(other than any [Mortgage Loan][Loan Number and Borrower Identification
Mortgage Loan Schedule] paid in full or listed on the attached list of
exceptions) the Trustee has received:

          (i) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of _______________
without recourse", with all intervening endorsements that show a complete
chain of endorsement from the originator to the Person endorsing the Mortgage
Note (each such endorsement being sufficient to transfer all right, title and
interest of the party so endorsing, as noteholder or assignee thereof, in and
to that Mortgage Note), or, if the original Mortgage Note has been lost or
destroyed and not replaced, an original lost note affidavit, stating that the
original Mortgage Note was lost or destroyed, together with a copy of the
related Mortgage Note and all such intervening endorsements;

          (ii) the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, the original recorded Mortgage or a
copy of such Mortgage, with recording information, and in the case of each
[Initial Mortgage Loan][Subsequent Mortgage Loan] that is a MERS Mortgage
Loan, the original Mortgage or a copy of such Mortgage, with recording
information, noting thereon the presence of the MIN of the [Initial Mortgage
Loan][Subsequent Mortgage Loan] and language indicating that the [Initial
Mortgage



                                    G-2-1
<PAGE>

Loan][Subsequent Mortgage Loan] is a MOM Loan if the [Initial Mortgage
Loan][Subsequent Mortgage Loan] is a MOM Loan, with evidence of recording
indicated thereon, or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded;

          (iii) the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, a duly executed assignment of the
Mortgage to "Asset-Backed Certificates, Series 2005-14, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of December 1, 2005, without recourse" or a
copy of such assignment, with recording information, or, in the case of each
[Initial Mortgage Loan][Subsequent Mortgage Loan] with respect to property
located in the State of California that is not a MERS Mortgage Loan, a duly
executed assignment of the Mortgage in blank (each such assignment, when duly
and validly completed, to be in recordable form and sufficient to effect the
assignment of and transfer to the assignee thereof, under the Mortgage to
which such assignment relates);

          (iv) the original recorded assignment or assignments of the Mortgage
or a copy of such assignments, with recording information, together with all
interim recorded assignments of such Mortgage or a copy of such assignments,
with recording information (in each case noting the presence of a MIN in the
case of each MERS Mortgage Loan);

          (v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any; and

          (vi) the original or duplicate original lender's title policy or a
copy of lender's title policy or a printout of the electronic equivalent and
all riders thereto or, in the event such original title policy has not been
received from the insurer, any one of an original title binder, an original
preliminary title report or an original title commitment, or a copy thereof
certified by the title company, with the original policy of title insurance to
be delivered within one year of the Closing Date.

          In the event that in connection with any [Initial Mortgage
Loan][Subsequent Mortgage Loan] that is not a MERS Mortgage Loan the
applicable Seller cannot deliver the original recorded Mortgage or all interim
recorded assignments of the Mortgage satisfying the requirements of clause
(ii), (iii) or (iv), as applicable, the Trustee has received, in lieu thereof,
a true and complete copy of such Mortgage and/or such assignment or
assignments of the Mortgage, as applicable, each certified by the applicable
Seller, the applicable title company, escrow agent or attorney, or the
originator of such [Initial Mortgage Loan][Subsequent Mortgage Loan], as the
case may be, to be a true and complete copy of the original Mortgage or
assignment of Mortgage submitted for recording.

          Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
[Initial Mortgage Loan][Subsequent Mortgage Loan], and (ii) the information
set forth in items (i), (iv), (v), (vi), (viii), (ix) and (xv) of the
definition of the "Mortgage Loan Schedule" in Section 1.01 of the Pooling and
Servicing Agreement accurately reflects information set forth in the Mortgage
File.



                                    G-2-2
<PAGE>

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the [Initial
Mortgage Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any
such Mortgage Loan.



                                    G-2-3
<PAGE>

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                         The Bank of New York,
                                           as Trustee



                                         By:_________________________________
                                            Name:
                                            Title:



                                    G-2-4
<PAGE>

                                  EXHIBIT G-3

                     FORM OF DELAY DELIVERY CERTIFICATION

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]



          Re:  CWABS Asset-Backed Certificates, Series 2005-14
               -----------------------------------------------

Gentlemen:

          [Reference is made to the Initial Certification of Trustee relating
to the above-referenced series, with the schedule of exceptions attached
thereto, delivered by the undersigned, as Trustee, on the Closing Date in
accordance with Section 2.02 of the Pooling and Servicing Agreement dated as
of December 1, 2005 (the "Pooling and Servicing Agreement") among CWABS, Inc.,
as Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as
a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,
as Master Servicer, and the undersigned, as Trustee. The undersigned hereby
certifies that [, with respect to the Subsequent Mortgage Loans delivered in
connection with the Subsequent Transfer Agreement, dated as of __________,
2005 (the "Subsequent Transfer Agreement") among CWABS, Inc., as Depositor,
Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park
Sienna LLC, as a Seller and The Bank of New York, as Trustee,] as to each
Delay Delivery Mortgage Loan listed on the Schedule A attached hereto (other
than any [Initial Mortgage Loan][Subsequent Mortgage Loan] paid in full or
listed on Schedule B attached hereto) it has received:

          (1) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of _______________
without recourse", with all intervening endorsements that show a complete
chain of endorsement from the originator to the Person endorsing the Mortgage
Note (each such endorsement being sufficient to transfer all right, title and
interest of the party so endorsing, as noteholder or assignee thereof, in and
to that Mortgage Note), or, if the original Mortgage Note has been lost or
destroyed and not replaced, an original lost note affidavit, stating that the
original Mortgage Note was lost or destroyed, together with a copy of the
related Mortgage Note and all such intervening endorsements;

          (2) in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, a duly executed assignment of the
Mortgage to "Asset-Backed Certificates, Series 2005-14, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of December 1, 2005, without recourse" or a
copy of such assignment, with recording information,



                                    G-3-1
<PAGE>

or, in the case of each [Initial Mortgage Loan][Subsequent Mortgage Loan] with
respect to property located in the State of California that is not a MERS
Mortgage Loan, a duly executed assignment of the Mortgage in blank (each such
assignment, when duly and validly completed, to be in recordable form and
sufficient to effect the assignment of and transfer to the assignee thereof,
under the Mortgage to which such assignment relates).

          Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the [Initial
Mortgage Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any
such [Initial Mortgage Loan][Subsequent Mortgage Loan].

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                         The Bank of New York,
                                           as Trustee



                                         By:_________________________________
                                            Name:
                                            Title:



                                    G-3-2
<PAGE>

                                  EXHIBIT G-4

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE
                          (SUBSEQUENT MORTGAGE LOANS)

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]


          Re:  CWABS Asset-Backed Certificates, Series 2005-14
               -----------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of December 1, 2005 (the "Pooling and Servicing Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
Loans Servicing LP, as Master Servicer and the undersigned, as Trustee, the
undersigned hereby certifies that, as to each Subsequent Mortgage Loan listed
in the Loan Number and Borrower Identification Mortgage Loan Schedule (other
than any Subsequent Mortgage Loan paid in full or listed in the attached list
of exceptions) the Trustee has received:

          (1) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of _______________
without recourse", with all intervening endorsements that show a complete
chain of endorsement from the originator to the Person endorsing the Mortgage
Note (each such endorsement being sufficient to transfer all right, title and
interest of the party so endorsing, as noteholder or assignee thereof, in and
to that Mortgage Note), or, if the original Mortgage Note has been lost or
destroyed and not replaced, an original lost note affidavit, stating that the
original Mortgage Note was lost or destroyed, together with a copy of the
related Mortgage Note and all such intervening endorsements; and

          (2) a duly executed assignment of the Mortgage or a copy of such
assignment with recording information, in either case in the form permitted by
Section 2.01 of the Pooling and Servicing Agreement.

          Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of



                                    G-4-1
<PAGE>

the Subsequent Mortgage Loans identified on the Loan Number and Borrower
Identification Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Subsequent Mortgage
Loan.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                         The Bank of New York,
                                           as Trustee



                                         By:_________________________________
                                            Name:
                                            Title:



                                    G-4-2
<PAGE>

                                   EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Master Servicer]

[Sellers]


          Re:  CWABS Asset-Backed Certificates, Series 2005-14
               -----------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of December 1, 2005 (the "Pooling and Servicing Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
Loans Servicing LP, as Master Servicer, and the undersigned, as Trustee, the
undersigned, as Trustee, hereby certifies that[, with respect to the
Subsequent Mortgage Loans delivered in connection with the Subsequent Transfer
Agreement, dated as of __________, 2005 (the "Subsequent Transfer Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller and The Bank of
New York, as Trustee,] as to each [Initial Mortgage Loan][Subsequent Mortgage
Loan] listed in the [Mortgage Loan Schedule][Loan Number and Borrower
Identification Mortgage Loan Schedule] (other than any [Initial Mortgage
Loan][Subsequent Mortgage Loan] paid in full or listed on the attached
Document Exception Report) it has received:

          (i) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of
_________________ without recourse", with all intervening endorsements that
show a complete chain of endorsement from the originator to the Person
endorsing the Mortgage Note (each such endorsement being sufficient to
transfer all right, title and interest of the party so endorsing, as
noteholder or assignee thereof, in and to that Mortgage Note), or, if the
original Mortgage Note has been lost or destroyed and not replaced, an
original lost note affidavit, stating that the original Mortgage Note was lost
or destroyed, together with a copy of the related Mortgage Note and all such
intervening endorsements;

          (ii) in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, the original recorded Mortgage or a
copy of such Mortgage, with recording information, and in the case of each
[Initial Mortgage Loan][Subsequent Mortgage Loan] that is a MERS Mortgage
Loan, the original Mortgage or a copy of such Mortgage, with recording
information, noting the presence of the MIN of the [Initial Mortgage
Loan][Subsequent Mortgage Loan] and language indicating that the [Initial
Mortgage Loan][Subsequent Mortgage Loan] is a MOM Loan if the [Initial
Mortgage Loan][Subsequent



                                     H-1
<PAGE>

Mortgage Loan] is a MOM Loan, with evidence of recording indicated thereon, or
a copy of the Mortgage certified by the public recording office in which such
Mortgage has been recorded];

          (iii) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of
the Mortgage to "Asset-Backed Certificates, Series 2005-14, CWABS, Inc., by
The Bank of New York, a New York banking corporation, as trustee under the
Pooling and Servicing Agreement dated as of December 1, 2005, without
recourse" or a copy of such assignment, with recording information, or, in the
case of each [Initial Mortgage Loan][Subsequent Mortgage Loan] with respect to
property located in the State of California that is not a MERS Mortgage Loan,
a duly executed assignment of the Mortgage in blank (each such assignment,
when duly and validly completed, to be in recordable form and sufficient to
effect the assignment of and transfer to the assignee thereof, under the
Mortgage to which such assignment relates);

          (iv) the original recorded assignment or assignments of the Mortgage
together with all interim recorded assignments of such Mortgage (noting the
presence of a MIN in the case of each MERS Mortgage Loan);

          (v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any; and

          (vi) the original or duplicate original lender's title policy or a
printout of the electronic equivalent and all riders thereto or any one of an
original title binder, an original preliminary title report or an original
title commitment, or a copy thereof certified by the title company.

          If the public recording office in which a Mortgage or assignment
thereof is recorded has retained the original of such Mortgage or assignment,
the Trustee has received, in lieu thereof, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office.

          Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v),
(vi), (viii), (ix) and (xv) of the definition of the "Mortgage Loan Schedule"
in Section 1.01 of the Pooling and Servicing Agreement accurately reflects
information set forth in the Mortgage File.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the [Initial
Mortgage Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any
such [Initial Mortgage Loan][Subsequent Mortgage Loan].



                                     H-2
<PAGE>

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                         The Bank of New York,
                                           as Trustee



                                         By:_________________________________
                                            Name:
                                            Title:



                                     H-3
<PAGE>

                                   EXHIBIT I

               TRANSFER AFFIDAVIT FOR THE CLASS A-R CERTIFICATES

STATE OF            )
                    )  ss.:
COUNTY OF           )

          The undersigned, being first duly sworn, deposes and says as
follows:

          1. The undersigned is an officer of _______________, the proposed
Transferee of an Ownership Interest in a Class A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated
as of December 1, 2005 (the "Agreement"), by and among CWABS, Inc., as
depositor (the "Depositor"), Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer and The Bank of New York, as Trustee.
Capitalized terms used, but not defined herein or in Exhibit 1 hereto, shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.

          2. The Transferee is not an employee benefit plan that is subject to
Title I of ERISA or to section 4975 of the Internal Revenue Code of 1986, nor
is it acting on behalf of or with plan assets of any such plan. The Transferee
is, as of the date hereof, and will be, as of the date of the Transfer, a
Permitted Transferee. The Transferee will endeavor to remain a Permitted
Transferee for so long as it retains its Ownership Interest in the
Certificate. The Transferee is acquiring its Ownership Interest in the
Certificate for its own account.

          3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability
for the tax if the subsequent Transferee furnished to such Person an affidavit
that such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

          4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such affidavit is
false. (For this purpose, a "pass-through entity" includes a regulated
investment company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives and, except as may be
provided in Treasury Regulations, persons holding interests in pass-through
entities as a nominee for another Person.)



                                    I-1-1
<PAGE>

          5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement (attached hereto as Exhibit 2 and incorporated herein by
reference) and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by
and to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

          6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit J-1 to the Agreement (a "Transferor Certificate") to
the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.

          7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect
to the Class A-R Certificates.

          8. The Transferee's taxpayer identification number is _____.

          9. The Transferee is a U.S. Person as defined in Code section
7701(a)(30).

          10. The Transferee is aware that the Class A-R Certificates may be
"noneconomic residual interests" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax. In
addition, as the holder of a noneconomic residual interest, the Transferee may
incur tax liabilities in excess of any cash flows generated by the interest
and the Transferee hereby represents that it intends to pay taxes associated
with holding the residual interest as they become due.

          11. The Transferee has provided financial statements or other
financial information requested by the Transferor in connection with the
transfer of the Class A-R Certificates to permit the Transferor to assess the
financial capability of the Transferee to pay such taxes.

                                  *    *    *



                                    I-1-2
<PAGE>

          IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this ____ day of _____________, 20__.

                                       [NAME OF TRANSFEREE]


                                       By:__________________________________
                                          Name:
                                          Title:


[Corporate Seal]

ATTEST:

_________________________
[Assistant] Secretary

          Personally appeared before me the above-named _____________, known
or proved to me to be the same person who executed the foregoing instrument
and to be the ____________ of the Transferee, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
Transferee.

          Subscribed and sworn before me this ____ day of _______, 20__.



                                       _____________________________________
                                                        NOTARY PUBLIC
                                       My Commission expires the ___ day of
                                                        , 20__.



                                    I-1-3
<PAGE>

                              Certain Definitions

          "Ownership Interest": As to any Certificate, any ownership interest
in such Certificate, including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.

          "Permitted Transferee": Any person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality
of any of the foregoing, (ii) a foreign government, International Organization
or any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers' cooperatives described in section 521 of
the Code) that is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by section 511 of the Code on unrelated business taxable
income) on any excess inclusions (as defined in section 860E(c)(1) of the
Code) with respect to any Class A-R Certificate, (iv) rural electric and
telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) an
"electing large partnership" as defined in section 775 of the Code, (vi) a
Person that is not a citizen or resident of the United States, a corporation,
partnership, or other entity (treated as a corporation or a partnership for
federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, or an estate
whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trustor
unless such Person has furnished the transferor and the Trustee with a duly
completed Internal Revenue Service Form W-8ECI, and (vii) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Class A-R Certificate to such Person may cause
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are Outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and,
with the exception of the Federal Home Loan Mortgage Corporation, a majority
of its board of directors is not selected by such government unit.

          "Person": Any individual, corporation, limited liability company,
partnership, joint venture, bank, joint stock company, trust (including any
beneficiary thereof), unincorporated organization or government or any agency
or political subdivision thereof.

          "Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate, including the acquisition of a Certificate by the
Depositor.

          "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.



                                    J-1-4
<PAGE>

                       Section 5.02(c) of the Agreement

          (c) Each Person who has or who acquires any Ownership Interest in a
Class A-R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:

          (1) Each Person holding or acquiring any Ownership Interest in a
     Class A-R Certificate shall be a Permitted Transferee and shall promptly
     notify the Trustee of any change or impending change in its status as a
     Permitted Transferee.

          (2) Except in connection with (i) the registration of the Tax
     Matters Person Certificate in the name of the Trustee or (ii) any
     registration in the name of, or transfer of a Class A-R Certificate to,
     an affiliate of the Depositor (either directly or through a nominee) in
     connection with the initial issuance of the Certificates, no Ownership
     Interest in a Class A-R Certificate may be registered on the Closing Date
     or thereafter transferred, and the Trustee shall not register the
     Transfer of any Class A-R Certificate unless, the Trustee shall have been
     furnished with an affidavit (a "Transfer Affidavit") of the initial owner
     or the proposed transferee in the form attached hereto as Exhibit I.

          (3) Each Person holding or acquiring any Ownership Interest in a
     Class A-R Certificate shall agree (A) to obtain a Transfer Affidavit from
     any other Person to whom such Person attempts to Transfer its Ownership
     Interest in a Class A-R Certificate, (B) to obtain a Transfer Affidavit
     from any Person for whom such Person is acting as nominee, trustee or
     agent in connection with any Transfer of a Class A-R Certificate and (C)
     not to Transfer its Ownership Interest in a Class A-R Certificate, or to
     cause the Transfer of an Ownership Interest in a Class A-R Certificate to
     any other Person, if it has actual knowledge that such Person is not a
     Permitted Transferee.

          (4) Any attempted or purported Transfer of any Ownership Interest in
     a Class A-R Certificate in violation of the provisions of this Section
     5.02(c) shall be absolutely null and void and shall vest no rights in the
     purported Transferee. If any purported transferee shall become a Holder
     of a Class A-R Certificate in violation of the provisions of this Section
     5.02(c), then the last preceding Permitted Transferee shall be restored
     to all rights as Holder thereof retroactive to the date of registration
     of Transfer of such Class A-R Certificate. The Trustee shall be under no
     liability to any Person for any registration of Transfer of a Class A-R
     Certificate that is in fact not permitted by Section 5.02(b) and this
     Section 5.02(c) or for making any payments due on such Certificate to the
     Holder thereof or taking any other action with respect to such Holder
     under the provisions of this Agreement so long as the Transfer was
     registered after receipt of the related Transfer Affidavit and Transferor
     Certificate. The Trustee shall be entitled but not obligated to recover
     from any Holder of a Class A-R Certificate that was in fact not a
     Permitted Transferee at the time it became a Holder or, at such
     subsequent time as it became other than a Permitted Transferee, all
     payments made on such Class A-R Certificate at and after either such
     time. Any such payments so recovered by the Trustee shall be paid and
     delivered by the Trustee to the last preceding Permitted Transferee of
     such Certificate.



                                    J-1-5
<PAGE>

          (5) The Master Servicer shall use its best efforts to make
     available, upon receipt of written request from the Trustee, all
     information necessary to compute any tax imposed under section 860E(e) of
     the Code as a result of a Transfer of an Ownership Interest in a Class
     A-R Certificate to any Holder who is not a Permitted Transferee.

          The restrictions on Transfers of a Class A-R Certificate set forth
in this section 5.02(c) shall cease to apply (and the applicable portions of
the legend on a Class A-R Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trustee, the Sellers
or the Master Servicer to the effect that the elimination of such restrictions
will not cause any constituent REMIC of any REMIC formed hereunder to fail to
qualify as a REMIC at any time that the Certificates are outstanding or result
in the imposition of any tax on the Trust Fund, a Certificateholder or another
Person. Each Person holding or acquiring any ownership Interest in a Class A-R
Certificate hereby consents to any amendment of this Agreement that, based on
an Opinion of Counsel furnished to the Trustee, is reasonably necessary (a) to
ensure that the record ownership of, or any beneficial interest in, a Class
A-R Certificate is not transferred, directly or indirectly, to a Person that
is not a Permitted Transferee and (b) to provide for a means to compel the
Transfer of a Class A-R Certificate that is held by a Person that is not a
Permitted Transferee to a Holder that is a Permitted Transferee.



                                    J-1-6
<PAGE>

                                  EXHIBIT J-1

           FORM OF TRANSFEROR CERTIFICATE FOR CLASS A-R CERTIFICATES

                                     Date:


CWABS, Inc.
as Depositor
4500 Park Granada
Calabasas, California  91302

The Bank of New York
as Trustee
101 Barclay Street
New York, New York  10286


          Re:  CWABS, Inc. Asset Backed
               Certificates, Series 2005-14
               ----------------------------

Ladies and Gentlemen:

          In connection with our disposition of the Class A-R Certificates, we
certify that we have no knowledge that the Transferee is not a Permitted
Transferee. All capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement
dated as of December 1, 2005, among CWABS, Inc., as Depositor, Countrywide
Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC,
as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer and The
Bank of New York, as Trustee.

                                        Very truly yours,



                                        _____________________________________
                                        Name of Transferor


                                        By: _________________________________
                                        Name:
                                        Title:



                                    J-1-1
<PAGE>

                                  EXHIBIT J-2

                      FORM OF TRANSFEROR CERTIFICATE FOR
                             PRIVATE CERTIFICATES

                                     Date:


CWABS, Inc.,
      as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
      as Trustee
101 Barclay Street
New York, New York  10286


          Re:  CWABS, Inc. Asset-Backed Certificates,
               Series 2005-14, Class [   ]


Ladies and Gentlemen:

          In connection with our disposition of the above-captioned
Certificates we certify that (a) we understand that the Certificates have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
are being disposed by us in a transaction that is exempt from the registration
requirements of the Act, (b) we have not offered or sold any Certificates to,
or solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, in a manner
that would be deemed, or taken any other action which would result in, a
violation of Section 5 of the Act. All capitalized terms used herein but not
defined herein shall have the meanings assigned to them in the Pooling and
Servicing Agreement dated as of December 1, 2005, among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as
Master Servicer, and The Bank of New York, as Trustee.

                                        Very truly yours,



                                        _____________________________________
                                        Name of Transferor


                                        By: _________________________________
                                        Name:
                                        Title:



                                    J-2-1
<PAGE>

                                   EXHIBIT K

                   FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                     Date:


CWABS, Inc.,
      as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
      as Trustee
101 Barclay St., 8W
New York, New York  10286


          Re:  CWABS, Inc. Asset-Backed Certificates,
               Series 2005-14, Class [   ]


Ladies and Gentlemen:

          In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, (b) we are an "accredited investor," as defined in Regulation D under
the Act, and have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) either (i) we are
not an employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
acting on behalf of any such plan or arrangement, or using the assets of any
such plan or arrangement to effect such acquisition or (ii) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are
an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, (e) we are acquiring the Certificates for
investment for our own account and not with a view to any distribution of such
Certificates (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificates in accordance with clause (g) below),
(f) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, or taken any other action which would
result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any



                                     K-1
<PAGE>

Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt
from such registration requirements, and if requested, we will at our expense
provide an opinion of counsel satisfactory to the addressees of this
Certificate that such sale, transfer or other disposition may be made pursuant
to an exemption from the Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate, and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Pooling
and Servicing Agreement.

          All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of December 1, 2005, among CWABS, Inc., as Depositor, Countrywide Home Loans,
Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank
of New York, as Trustee.

                                     Very truly yours,

                                     __________________________________
                                     Name of Transferee

                                     By: ______________________________
                                         Authorized Officer



                                     K-2
<PAGE>

                                   EXHIBIT L

                           FORM OF RULE 144A LETTER

                                     Date:


CWABS, Inc.,
      as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
      as Trustee
101 Barclay Street
New York, New York  10286


          Re:  CWABS, Inc. Asset-Backed Certificates,
               Series 2005-14, Class [   ]

Ladies and Gentlemen:

          In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, (b) we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) either (i) we are
not an employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
acting on behalf of any such plan or arrangement, or using the assets of any
such plan or arrangement to effect such acquisition or (ii) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are
an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on
our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security
to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates or any other
similar security from, or otherwise approached or negotiated with respect to
the Certificates, any interest in the Certificates or any other similar
security with, any person in any manner, or made any general solicitation by
means of general advertising or in any other manner, or taken any other
action, that would constitute a distribution of the Certificates under the
Securities Act or that would render the disposition of the



                                     L-1
<PAGE>

Certificates a violation of Section 5 of the Securities Act or require
registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificates,
(f) we are a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are
aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and further, understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A, or (ii) pursuant to
another exemption from registration under the Securities Act.

          All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of December 1, 2005, among CWABS, Inc., as Depositor, Countrywide Home Loans,
Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank
of New York, as Trustee.

                                     Very truly yours,

                                     __________________________________
                                     Name of Transferee

                                     By: ______________________________
                                         Authorized Officer



                                     L-2
<PAGE>

                             ANNEX 1 TO EXHIBIT L

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees Other Than Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

     As indicated below, the undersigned is the President, Chief Financial
        Officer, Senior Vice President or other executive officer of the
        Buyer.

     In connection with purchases by the Buyer, the Buyer is a "qualified
        institutional buyer" as that term is defined in Rule 144A under the
        Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer
        owned and/or invested on a discretionary basis either at least
        $100,000,000 in securities or, if Buyer is a dealer, Buyer must own
        and/or invest on a discretionary basis at least $10,000,000 in
        securities (except for the excluded securities referred to below) as
        of the end of the Buyer's most recent fiscal year (such amount being
        calculated in accordance with Rule 144A and (ii) the Buyer satisfies
        the criteria in the category marked below.

        ___  Corporation, etc. The Buyer is a corporation (other than a bank,
             savings and loan association or similar institution),
             Massachusetts or similar business trust, partnership, or
             charitable organization described in Section 501(c)(3) of the
             Internal Revenue Code of 1986, as amended.

        ___  Bank. The Buyer (a) is a national bank or banking institution
             organized under the laws of any State, territory or the District
             of Columbia, the business of which is substantially confined to
             banking and is supervised by the State or territorial banking
             commission or similar official or is a foreign bank or equivalent
             institution, and (b) has an audited net worth of at least
             $25,000,000 as demonstrated in its latest annual financial
             statements, a copy of which is attached hereto.

        ___  Savings and Loan. The Buyer (a) is a savings and loan
             association, building and loan association, cooperative bank,
             homestead association or similar institution, which is supervised
             and examined by a State or Federal authority having supervision
             over any such institutions or is a foreign savings and loan
             association or equivalent institution and (b) has an audited net
             worth of at least $25,000,000 as demonstrated in its latest
             annual financial statements, a copy of which is attached hereto.

        ___  Broker-dealer. The Buyer is a dealer registered pursuant to
             Section 15 of the Securities Exchange Act of 1934.

        ___  Insurance Company. The Buyer is an insurance company whose
             primary and predominant business activity is the writing of
             insurance or the reinsuring of



                                     L-3
<PAGE>

             risks underwritten by insurance companies and which is subject to
             supervision by the insurance commissioner or a similar official
             or agency of a State, territory or the District of Columbia.

        ___  State or Local Plan. The Buyer is a plan established and
             maintained by a State, its political subdivisions, or any agency
             or instrumentality of the State or its political subdivisions,
             for the benefit of its employees.

        ___  ERISA Plan. The Buyer is an employee benefit plan within the
             meaning of Title I of the Employee Retirement Income Security Act
             of 1974.

        ___  Investment Advisor. The Buyer is an investment advisor registered
             under the Investment Advisors Act of 1940.

        ___  Small Business Investment Company. Buyer is a small business
             investment company licensed by the U.S. Small Business
             Administration under Section 301(c) or (d) of the Small Business
             Investment Act of 1958.

        ___  Business Development Company. Buyer is a business development
             company as defined in Section 202(a)(22) of the Investment
             Advisors Act of 1940.

     The term "securities" as used herein does not include (i) securities of
        issuers that are affiliated with the Buyer, (ii) securities that are
        part of an unsold allotment to or subscription by the Buyer, if the
        Buyer is a dealer, (iii) securities issued or guaranteed by the U.S.
        or any instrumentality thereof, (iv) bank deposit notes and
        certificates of deposit, (v) loan participations, (vi) repurchase
        agreements, (vii) securities owned but subject to a repurchase
        agreement and (viii) currency, interest rate and commodity swaps.

     For purposes of determining the aggregate amount of securities owned
        and/or invested on a discretionary basis by the Buyer, the Buyer used
        the cost of such securities to the Buyer and did not include any of
        the securities referred to in the preceding paragraph, except (i)
        where the Buyer reports its securities holdings in its financial
        statements on the basis of their market value, and (ii) no current
        information with respect to the cost of those securities has been
        published. If clause (ii) in the preceding sentence applies, the
        securities may be valued at market. Further, in determining such
        aggregate amount, the Buyer may have included securities owned by
        subsidiaries of the Buyer, but only if such subsidiaries are
        consolidated with the Buyer in its financial statements prepared in
        accordance with generally accepted accounting principles and if the
        investments of such subsidiaries are managed under the Buyer's
        direction. However, such securities were not included if the Buyer is
        a majority-owned, consolidated subsidiary of another enterprise and
        the Buyer is not itself a reporting company under the Securities
        Exchange Act of 1934, as amended.

     The Buyer acknowledges that it is familiar with Rule 144A and understands
        that the seller to it and other parties related to the Certificates
        are relying and will continue to rely on the statements made herein
        because one or more sales to the Buyer may be in reliance on Rule
        144A.



                                     L-4
<PAGE>

     Until the date of purchase of the Rule 144A Securities, the Buyer will
        notify each of the parties to which this certification is made of any
        changes in the information and conclusions herein. Until such notice
        is given, the Buyer's purchase of the Certificates will constitute a
        reaffirmation of this certification as of the date of such purchase.
        In addition, if the Buyer is a bank or savings and loan is provided
        above, the Buyer agrees that it will furnish to such parties updated
        annual financial statements promptly after they become available.

                                       ______________________________________
                                                  Print Name of Buyer


                                       By:___________________________________
                                          Name:
                                          Title:


                                       Date:_________________________________



                                     L-5
<PAGE>

                                                          ANNEX 2 TO EXHIBIT L
                                                          --------------------

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           --------------------------------------------------------

          [For Transferees That are Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

     In connection with purchases by Buyer, the Buyer is a "qualified
        institutional buyer" as defined in SEC Rule 144A because (i) the Buyer
        is an investment company registered under the Investment Company Act
        of 1940, as amended and (ii) as marked below, the Buyer alone, or the
        Buyer's Family of Investment Companies, owned at least $100,000,000 in
        securities (other than the excluded securities referred to below) as
        of the end of the Buyer's most recent fiscal year. For purposes of
        determining the amount of securities owned by the Buyer or the Buyer's
        Family of Investment Companies, the cost of such securities was used,
        except (i) where the Buyer or the Buyer's Family of Investment
        Companies reports its securities holdings in its financial statements
        on the basis of their market value, and (ii) no current information
        with respect to the cost of those securities has been published. If
        clause (ii) in the preceding sentence applies, the securities may be
        valued at market.

        ___  The Buyer owned $ in securities (other than the excluded
             securities referred to below) as of the end of the Buyer's most
             recent fiscal year (such amount being calculated in accordance
             with Rule 144A).

        ___  The Buyer is part of a Family of Investment Companies which owned
             in the aggregate $ in securities (other than the excluded
             securities referred to below) as of the end of the Buyer's most
             recent fiscal year (such amount being calculated in accordance
             with Rule 144A).

     The term "Family of Investment Companies" as used herein means two or
        more registered investment companies (or series thereof) that have the
        same investment adviser or investment advisers that are affiliated (by
        virtue of being majority owned subsidiaries of the same parent or
        because one investment adviser is a majority owned subsidiary of the
        other).

     The term "securities" as used herein does not include (i) securities of
        issuers that are affiliated with the Buyer or are part of the Buyer's
        Family of Investment Companies, (ii) securities issued or guaranteed
        by the U.S. or any instrumentality thereof, (iii) bank deposit notes
        and certificates of deposit, (iv) loan participations, (v) repurchase



                                     L-6
<PAGE>

        agreements, (vi) securities owned but subject to a repurchase
        agreement and (vii) currency, interest rate and commodity swaps.

     The Buyer is familiar with Rule 144A and under-stands that the parties
        listed in the Rule 144A Transferee Certificate to which this
        certification relates are relying and will continue to rely on the
        statements made herein because one or more sales to the Buyer will be
        in reliance on Rule 144A. In addition, the Buyer will only purchase
        for the Buyer's own account.

     Until the date of purchase of the Certificates, the undersigned will
        notify the parties listed in the Rule 144A Transferee Certificate to
        which this certification relates of any changes in the information and
        conclusions herein. Until such notice is given, the Buyer's purchase
        of the Certificates will constitute a reaffirmation of this
        certification by the undersigned as of the date of such purchase.

                                       ______________________________________
                                       Print Name of Buyer or Adviser


                                       By:___________________________________
                                       Name:
                                       Title:


                                       IF AN ADVISER:



                                       ______________________________________
                                                Print Name of Buyer


                                       Date:_________________________________



                                     L-7
<PAGE>

                                   EXHIBIT M

                     FORM OF REQUEST FOR DOCUMENT RELEASE

Loan Information

     Name of Mortgagor:          ___________________________________________

     Master Servicer
     Loan No.:                   ___________________________________________

Trustee

     Name:                      ____________________________________________

     Address:                   ____________________________________________

                                ____________________________________________

     Trustee
     Mortgage File No.:         ____________________________________________

          The undersigned Master Servicer hereby acknowledges that it has
received from _______________________________________, as Trustee for the
Holders of Asset-Backed Certificates, Series 2005-14, the documents referred
to below (the "Documents"). All capitalized terms not otherwise defined in
this Request for Document Release shall have the meanings given them in the
Pooling and Servicing Agreement dated as of December 1, 2005 (the "Pooling and
Servicing Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans,
Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller, Countrywide Home Loans Servicing LP, as Master Servicer and The Bank
of New York, as Trustee.

(  )   Mortgage Note dated ___________,  ____, in the original principal sum of
       $________,  made by  __________________,  payable to, or endorsed to the
       order of, the Trustee.

(  )   Mortgage recorded on _________________ as instrument no. _______________
       in the County Recorder's Office of the County of ________________,
       State of _______________ in book/reel/docket _______________ of
       official records at page/image ______________.

(  )   Deed of Trust recorded on _________________ as instrument no.
       ________________ in the County Recorder's Office of the County of
       ________________, State of _______________ in book/reel/docket
       _______________ of official records at page/image _________________.

(  )   Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
       _________________ as instrument no. __________ in the County Recorder's
       Office of



                                     M-1
<PAGE>

       the County of __________, State of _______________ in book/reel/docket
       _______________ of official records at page/image _____________.

(  )   Other documents, including any amendments, assignments or other
       assumptions of the Mortgage Note or Mortgage.

(  )   ________________________________________________

(  )   ________________________________________________

(  )   ________________________________________________

(  )   ________________________________________________

       The undersigned Master Servicer hereby acknowledges and agrees as
follows:

           (1) The Master Servicer shall hold and retain possession of the
      Documents in trust for the benefit of the Trust Fund, solely for the
      purposes provided in the Pooling and Servicing Agreement.

           (2) The Master Servicer shall not cause or knowingly permit the
      Documents to become subject to, or encumbered by, any claim, liens,
      security interest, charges, writs of attachment or other impositions nor
      shall the Master Servicer assert or seek to assert any claims or rights
      of setoff to or against the Documents or any proceeds thereof.

           (3) The Master Servicer shall return each and every Document
      previously requested from the Mortgage File to the Trustee when the need
      therefor no longer exists, unless the Mortgage Loan relating to the
      Documents has been liquidated and the proceeds thereof have been
      remitted to the Certificate Account and except as expressly provided in
      the Pooling and Servicing Agreement.

           (4) The Documents and any proceeds thereof, including any proceeds
      of proceeds, coming into the possession or control of the Master
      Servicer shall at all times be earmarked for the account of the Trust
      Fund, and the Master Servicer shall keep the Documents and any proceeds
      separate and distinct from all other property in the Master Servicer's
      possession, custody or control.

                                      [Master Servicer]


                                      By _____________________________________


                                      Its ____________________________________


                                      Date: _________________, ____



                                     M-2
<PAGE>

                                   EXHIBIT N

                       FORM OF REQUEST FOR FILE RELEASE

                    OFFICER'S CERTIFICATE AND TRUST RECEIPT
                          ASSET-BACKED CERTIFICATES,
                                Series 2005-14

__________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN
OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER
SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE PURCHASE PRICE
FOR SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE MORTGAGE LOANS HAVE BEEN
LIQUIDATED AND THE RELATED [INSURANCE PROCEEDS] [LIQUIDATION PROCEEDS] HAVE
BEEN DEPOSITED PURSUANT TO SECTION 3.13 OF THE POOLING AND SERVICING
AGREEMENT.] [A REPLACEMENT MORTGAGE LOAN HAS BEEN DELIVERED TO THE TRUSTEE IN
THE MANNER AND OTHERWISE IN ACCORDANCE WITH THE CONDITIONS SET FORTH IN
SECTIONS 2.02 AND 2.03 OF THE POOLING AND SERVICING AGREEMENT.]

LOAN NUMBER:_______________                 BORROWER'S NAME:_____________

COUNTY:____________________

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]
[no] opinion is required by Section 2.05 [and is attached hereto].]

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO
SECTION 3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE
CREDITED.

____________                                         _____________________
                                                     DATED:____________

/ /                                                  VICE PRESIDENT
/ /                                                  ASSISTANT VICE PRESIDENT



                                     N-1
<PAGE>

                                                                    Exhibit O

                           Exhibit O is a photocopy
                          of the Depository Agreement
                                 as delivered.

               [See appropriate documents delivered at closing.]



                                     O-1
<PAGE>

                                   EXHIBIT P

                     FORM OF SUBSEQUENT TRANSFER AGREEMENT

          SUBSEQUENT TRANSFER AGREEMENT, dated as of ____________, 200[_]
(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
and Countrywide Home Loans Servicing LP, as Master Servicer, have entered in
the Pooling and Servicing Agreement, dated as of December 1, 2005 (the
"Pooling and Servicing Agreement"), relating to the CWABS, Inc. Asset-Backed
Certificates, Series 2005-14 (capitalized terms not otherwise defined herein
are used as defined in the Pooling and Servicing Agreement);

          WHEREAS, Section 2.01(b) 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 ________ __, 200[_].

          (b) The "Subsequent Transfer Date Purchase Amount" with respect to
this Subsequent Transfer Agreement shall be $_______________.

          (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.



                                     P-1
<PAGE>

          (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.



                                     P-2
<PAGE>

          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: __________________________________
                                           Name:
                                           Title:



                                       COUNTRYWIDE HOME LOANS, INC.,
                                         as a Seller



                                       By: __________________________________
                                           Name:
                                           Title:


                                       PARK MONACO INC.,
                                         as a Seller



                                       By: __________________________________
                                           Name:
                                           Title:


                                       PARK SIENNA LLC,
                                         as a Seller



                                       By: __________________________________
                                           Name:
                                           Title:



                                     P-3
<PAGE>

                                       THE BANK OF NEW YORK,
                                         not in its individual capacity,
                                         but solely as Trustee



                                       By: __________________________________
                                           Name:
                                           Title:



                                     P-4
<PAGE>

                                                                      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



                                     P-5
<PAGE>

                                   EXHIBIT Q

                                  [RESERVED]



                                     Q-1
<PAGE>

                                   EXHIBIT R

                                  CERTIFICATE
                           GUARANTY INSURANCE POLICY


OBLIGATIONS:    CWABS Asset-Backed Certificates Trust 2005-14  Policy Number:
47426
                Asset-Backed Certificates, Series 2005-14
                $43,171,000 Class 2-A-2 Certificates

     MBIA Insurance Corporation (the "Insurer"), in consideration of the
payment of the premium and subject to the terms of this Certificate Guaranty
Insurance Policy (this "Policy"), hereby unconditionally and irrevocably
guarantees to any Owner that an amount equal to each full and complete Insured
Payment will be received by The Bank of New York, or its successor, as trustee
for the Owners (the "Trustee"), on behalf of the Owners from the Insurer, for
distribution by the Trustee to each Owner of each Owner's proportionate share
of the Insured Payment. The Insurer's obligations hereunder with respect to a
particular Insured Payment shall be discharged to the extent funds equal to
the applicable Insured Payment are received by the Trustee, whether or not
such funds are properly applied by the Trustee. Insured Payments shall be made
only at the time set forth in this Policy, and no accelerated Insured Payments
shall be made regardless of any acceleration of the Obligations, unless such
acceleration is at the sole option of the Insurer.

     Notwithstanding the foregoing paragraph, this Policy does not cover
shortfalls, if any, attributable to the liability of the Trust Fund, any REMIC
or the Trustee for withholding taxes, if any (including interest and penalties
in respect of any such liability). This Policy will not provide credit
enhancement for any Class of Certificates other than the Class 2-A-2
Certificates.

     The Insurer will pay any Insured Payment that is a Preference Amount on
the Business Day following receipt on a Business Day by the Fiscal Agent (as
described below) of (i) a certified copy of the order requiring the return of
a preference payment, (ii) an opinion of counsel satisfactory to the Insurer
that such order is final and not subject to appeal, (iii) an assignment in
such form as is reasonably required by the Insurer, irrevocably assigning to
the Insurer all rights and claims of the Owner relating to or arising under
the Obligations against the debtor which made such preference payment or
otherwise with respect to such preference payment and (iv) appropriate
instruments to effect the appointment of the Insurer as agent for such Owner
in any legal proceeding related to such preference payment, such instruments
being in a form satisfactory to the Insurer, provided that if such documents
are received after 12:00 noon, New York City time, on such Business Day, they
will be deemed to be received on the following Business Day. Such payments
shall be disbursed to the receiver or trustee in bankruptcy named in the final
order of the court exercising jurisdiction on behalf of the Owner and not to
any Owner directly unless such Owner has returned principal or interest paid
on the Obligations to such receiver or trustee in bankruptcy, in which case
such payment shall be disbursed to such Owner.



                                     R-1
<PAGE>

     The Insurer will pay any other amount payable hereunder no later than
12:00 noon, New York City time, on the later of the Distribution Date on which
the related Deficiency Amount is due or the second Business Day following
receipt in New York, New York on a Business Day by U.S. Bank Trust National
Association, as fiscal agent for the Insurer or any successor fiscal agent
appointed by the Insurer (the "Fiscal Agent") of a Notice (as described
below); provided that if such Notice is received after 12:00 noon, New York
City time, on such Business Day, it will be deemed to be received on the
following Business Day. If any such Notice received by the Fiscal Agent is not
in proper form or is otherwise insufficient for the purpose of making claim
hereunder, it shall be deemed not to have been received by the Fiscal Agent
for purposes of this paragraph, and the Insurer or the Fiscal Agent, as the
case may be, shall promptly so advise the Trustee and the Trustee may submit
an amended Notice.

     Insured Payments due hereunder, unless otherwise stated herein, will be
disbursed by the Fiscal Agent to the Trustee on behalf of the Owners by wire
transfer of immediately available funds in the amount of the Insured Payment
less, in respect of Insured Payments related to Preference Amounts, any amount
held by the Trustee for the payment of such Insured Payment and legally
available therefor.

     The Fiscal Agent is the agent of the Insurer only, and the Fiscal Agent
shall in no event be liable to Owners for any acts of the Fiscal Agent or any
failure of the Insurer to deposit, or cause to be deposited, sufficient funds
to make payments due under this Policy.

     As used herein, the following terms shall have the following meanings:

     "Agreement" means the Pooling and Servicing Agreement dated as of
December 1, 2005 among Countrywide Home Loans, Inc., as Seller, Park Monaco
Inc., as Seller, Park Sienna LLC, as Seller, Countrywide Home Loans Servicing
LP, as Master Servicer, CWABS, Inc., as Depositor and the Trustee, as trustee,
without regard to any amendment or supplement thereto.

     "Business Day" means any day other than (i) a Saturday or a Sunday or
(ii) a day on which the Insurer or banking institutions in the State of New
York or California or the cities in which the Corporate Trust Office of the
Trustee is located are authorized or obligated by law or executive order to be
closed.

     "Class 2-A-2 Available Funds" means, with respect to any Distribution
Date, funds allocated from amounts available pursuant to the Agreement to make
distributions on the Class 2-A-2 Certificates on such Distribution Date.

     "Deficiency Amount" means, with respect to any Distribution Date, the
excess, if any, of Required Distributions for such Distribution Date over
Class 2-A-2 Available Funds.

     "Insured Payment" means (i) as of any Distribution Date, any Deficiency
Amount and (ii) any Preference Amount.



                                     R-2
<PAGE>

     "Notice" means the telephonic or telegraphic notice, promptly confirmed
in writing by telecopy substantially in the form of Exhibit A attached hereto,
the original of which is subsequently delivered by registered or certified
mail, from the Trustee specifying the Insured Payment which shall be due and
owing on the applicable Distribution Date.

     "Owner" means each Class 2-A-2 Certificateholder (as defined in the
Agreement) who, on the applicable Distribution Date, is entitled under the
terms of the Obligations to payment thereunder.

     "Preference Amount" means any amount previously distributed to an Owner
on the Obligations that is recoverable and sought to be recovered as a
voidable preference by a trustee in bankruptcy pursuant to the United States
Bankruptcy Code (11 U.S.C.), as amended from time to time, in accordance with
a final nonappealable order of a court having competent jurisdiction.

     "Required Distributions" means, (a) with respect to any Distribution
Date, the sum, without duplication, of (i) the amount of interest that has
accrued on the Class 2-A-2 Certificates at the then applicable Pass-Through
Rate during the applicable Accrual Period with respect to the Class 2-A-2
Certificates, net of any interest shortfalls resulting from Prepayment
Interest Shortfalls and any interest shortfalls resulting from application of
the Servicemembers Civil Relief Act, or similar state or local laws, (ii) at
the election of the Insurer in its sole discretion, any Applied Realized Loss
Amount allocated to the Class 2-A-2 Certificates; and (iii) the amount of
interest that has accrued on any Applied Realized Loss Amount allocated to the
Class 2-A-2 Certificates prior to such Distribution Date at the
then-applicable Pass-Through Rate to the extent the Class 2-A-2 Insurer has
not paid such Applied Realized Loss Amount and the Class 2-A-2
Certificateholders have not received any Subsequent Recovery relating to such
Applied Realized Loss Amount and (b) on the Last Scheduled Distribution Date
for the Class 2-A-2 Certificates, the sum of (i) the Certificate Principal
Balance of the Class 2-A-2 Certificates and (ii) the amount of any Applied
Realized Loss Amount allocated to the Class 2-A-2 Certificates prior to the
Last Scheduled Distribution Date to the extent the Class 2-A-2 Insurer has not
paid such Applied Realized Loss Amount and the Class 2-A-2 Certificateholders
have not received any Subsequent Recovery relating to such Applied Realized
Loss Amount (in each case, after giving effect to all distributions, other
than Required Distributions, to be made on such Distribution Date).

     Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set forth in the Agreement as of the date of execution
of this Policy, without giving effect to any subsequent amendment to or
modification of the Agreement unless such amendment or modification has been
approved in writing by the Insurer.

     Any notice hereunder or service of process on the Fiscal Agent may be
made at the address listed below for the Fiscal Agent or such other address as
the Insurer shall specify in writing to the Trustee.



                                     R-3
<PAGE>

     The notice address of the Fiscal Agent is 100 Wall Street, Suite 1600,
New York, New York 10005, Attention: Corporate Trust Services, or such other
address as the Fiscal Agent shall specify to the Trustee in writing.

     This Policy is being issued under and pursuant to, and shall be construed
under, the laws of the State of New York, without giving effect to the
conflict of law principles thereof.

     The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.

     This Policy is not cancelable for any reason. The premium on this Policy
is not refundable for any reason including payment, or provision being made
for payment, prior to maturity of the Obligations.

     IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed and
attested this 21st day of December, 2005.

                                       MBIA INSURANCE CORPORATION


                                       By ____________________________________
                                          President


                                       Attest:



                                       By ____________________________________
                                          Assistant Secretary



                                     R-4
<PAGE>

                                   EXHIBIT A

                   TO CERTIFICATE GUARANTY INSURANCE POLICY
                                 NUMBER: 47426

                       NOTICE UNDER CERTIFICATE GUARANTY
                        INSURANCE POLICY NUMBER: 47426



U.S. Bank Trust National Association, as Fiscal Agent
  for MBIA Insurance Corporation
100 Wall Street, Suite 1600
New York, NY  10005
Attention:  Corporate Trust Services

MBIA Insurance Corporation
113 King Street
Armonk, NY  10504

     The undersigned, a duly authorized officer of [NAME OF TRUSTEE], as
trustee (the "Trustee"), hereby certifies to U.S. Bank Trust National
Association (the "Fiscal Agent") and MBIA Insurance Corporation (the
"Insurer"), with reference to Certificate Guaranty Insurance Policy Number:
47426 (the "Policy") issued by the Insurer in respect of the CWABS
Asset-Backed Certificates Trust 2005-14, Asset-Backed Certificates, Series
2005-14, $43,171,000 Class 2-A-2 Certificates (the "Obligations"), that:

          (a) the Trustee is the trustee under the Pooling and Servicing
     Agreement dated as of December 1, 2005 among Countrywide Home Loans,
     Inc., as Seller, Park Monaco Inc., as Seller, Park Sienna LLC, as Seller,
     Countrywide Home Loans Servicing LP, as Master Servicer, CWABS, Inc., as
     Depositor and the Trustee, as trustee;

          (b) the Class 2-A-2 Available Funds for the Distribution Date
     occurring on [____________] (the "Applicable Distribution Date") is
     $[____________];

          (c) the Required Distributions for the Applicable Distribution Date
     is $[____________];

          (d) the excess, if any, of Required Distributions over Class 2-A-2
     Available Funds for the Applicable Distribution Date is $[____________];
     (the "Deficiency Amount")



                                     R-5
<PAGE>

          (e) the amount of any previously distributed payments on the
     Obligations that is recoverable and sought to be recovered as a voidable
     preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in
     accordance with a final nonappealable order of a court having competent
     jurisdiction is $[____________] (the "Preference Amount");

          (f) the total Insured Payment due is $[____________], which amount
     equals the sum of the Deficiency Amount and the Preference Amount; and

          (g) the Trustee directs that payment of the Insured Payment be made
     to the following account by bank wire transfer of federal or other
     immediately available funds in accordance with the terms of the Policy:
     [TRUSTEE'S ACCOUNT NUMBER].

     Any capitalized term used in this Notice and not otherwise defined herein
shall have the meaning assigned thereto in the Policy.

     Any Person Who Knowingly And With Intent To Defraud Any Insurance Company
Or Other Person Files An Application For Insurance Or Statement Of Claim
Containing Any Materially False Information, Or Conceals For The Purpose Of
Misleading, Information Concerning Any Fact Material Thereto, Commits A
Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A
Civil Penalty Not To Exceed Five Thousand Dollars And The Stated Value Of The
Claim For Each Such Violation.

     IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
under the Policy as of the [______] day of [_______________], [________].


                                       [NAME OF TRUSTEE], as Trustee


                                       By_____________________________________
                                       Title__________________________________



                                     R-6
<PAGE>

                                  EXHIBIT S-1

                                  [RESERVED]



                                     S-1-1
<PAGE>

                                  EXHIBIT S-2

                                  [RESERVED]



                                     S-2-1
<PAGE>

                                   EXHIBIT T


               OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                          ASSET-BACKED CERTIFICATES,
                                Series 2005-14

                                      [Date]

Via Facsimile

The Bank of New York,
      as Trustee
101 Barclay Street
New York, New York  10286


Dear Sir or Madam:

          Reference is made to the Pooling and Servicing Agreement, dated as
of December 1, 2005, (the "Pooling and Servicing Agreement") among CWABS,
Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco
Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer and The Bank of New York, as Trustee.
Capitalized terms used herein shall have the meanings ascribed to such terms
in the Pooling and Servicing Agreement.

          __________________ hereby certifies that he/she is a Servicing
Officer, holding the office set forth beneath his/her name and hereby further
certifies as follows:

          With respect to the Distribution Date in _________ 20[ ] and each
Mortgage Loan set forth in the attached schedule:

          1. A Principal Prepayment in full or in part was received during the
related Prepayment Period;

          2. Any Prepayment Charge due under the terms of the Mortgage Note
with respect to such Principal Prepayment was or was not, as indicated on the
attached schedule using "Yes" or "No", received from the Mortgagor and
deposited in the Certificate Account;

          3. As to each Mortgage Loan set forth on the attached schedule for
which all or part of the Prepayment Charge required in connection with the
Principal Prepayment was waived by the Master Servicer, such waiver was, as
indicated on the attached schedule, based upon:

               (i) the Master Servicer's determination that such waiver would
     maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking
     into account the value of such Prepayment Charge, or



                                     T-1
<PAGE>

               (ii)(A) the enforceability thereof is limited (1) by
     bankruptcy, insolvency, moratorium, receivership, or other similar law
     relating to creditors' rights generally or (2) due to acceleration in
     connection with a foreclosure or other involuntary payment, or (B) the
     enforceability is otherwise limited or prohibited by applicable law; and

          4. We certify that all amounts due in connection with the waiver of
a Prepayment Charge inconsistent with clause 3 above which are required to be
deposited by the Master Servicer pursuant to Section 3.20 of the Pooling and
Servicing Agreement, have been or will be so deposited.

                                       COUNTRYWIDE HOME LOANS, INC.,
                                         as Master Servicer



                                     T-2
<PAGE>

        SCHEDULE OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED
                     DURING THE RELATED PREPAYMENT PERIOD


----------------------- --------------------------- ---------------------------
Loan Number             Clause 2: Yes/No            Clause 3: (i) or (ii)
----------------------- --------------------------- ---------------------------

----------------------- --------------------------- ---------------------------

----------------------- --------------------------- ---------------------------

----------------------- --------------------------- ---------------------------

----------------------- --------------------------- ---------------------------

----------------------- --------------------------- ---------------------------

----------------------- --------------------------- ---------------------------

----------------------- --------------------------- ---------------------------

----------------------- --------------------------- ---------------------------

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                                     T-3
<PAGE>

                                   EXHIBIT U

                             FORM OF SWAP CONTRACT

                     [See document delivered at closing.]



                                     U-1
<PAGE>

                                  EXHIBIT V-1

                  FORM OF SWAP CONTRACT ASSIGNMENT AGREEMENT

                     [See document delivered at closing.]



                                    V-1-1
<PAGE>

                                  EXHIBIT V-2

                FORM OF SWAP CONTRACT ADMINISTRATION AGREEMENT

                     [See document delivered at closing.]



                                    V-2-1
<PAGE>

                                  EXHIBIT V-3

                            FORM OF SWAP GUARANTEE

                     [See document delivered at closing.]



                                    V-3-1
<PAGE>

                                  SCHEDULE I

           PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY


[Delivered to Trustee at closing and on file with the Trustee.]



                                     S-I-1
<PAGE>

                                                             SCHEDULE II

                                                         COLLATERAL SCHEDULE

<TABLE>
<CAPTION>
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
                                                                    Applicable
Characteristic                                                       Section        Loan Group 1      Loan Group 2    Loan Group 3
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
<S>                                                                <C>              <C>              <C>               <C>
Single-Family Detached Dwellings                                   2.03(b)(32)         76.86%            73.83%          71.75%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Two- to Four-Family Dwellings                                      2.03(b)(32)          4.64%            3.83%           3.24%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Low-Rise Condominium Units                                         2.03(b)(32)          5.45%            5.12%           5.09%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
High-Rise Condominium Units                                        2.03(b)(32)          0.24%            0.07%           0.43%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Manufactured Housing                                               2.03(b)(32)          0.00%            0.00%           0.31%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
PUDs                                                               2.03(b)(32)         12.81%            17.16%          19.18%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
                                                                                    September 25,                      September
Earliest Origination Date                                          2.03(b)(33)          1998         April 16, 1999     4, 1998
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Prepayment Penalty                                                 2.03(b)(35)         67.67%            67.67%          80.36%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Investor Properties                                                2.03(b)(36)          3.20%            1.81%           2.90%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Primary Residences                                                 2.03(b)(36)         95.68%            97.43%          96.17%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Lowest Current Mortgage Rate                                       2.03(b)(48)         1.000%            4.750%          5.000%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Highest Current Mortgage Rate                                      2.03(b)(48)         13.000%          13.000%         13.500%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Weighted Average Current Mortgage Rate                             2.03(b)(48)         7.635%            7.526%          7.272%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Lowest Gross Margin                                                2.03(b)(51)         2.950%            2.750%          2.000%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Highest Gross Margin                                               2.03(b)(51)         12.450%           7.990%         11.750%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Weighted Average Gross Margin                                      2.03(b)(51)         6.972%            6.640%          7.021%
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
Date on or before which each Initial Mortgage Loan has a           2.03(b)(52)       February 1,    February 1, 2006  February 1,
Due Date                                                                                2006                              2006
---------------------------------------------------------------- ----------------- ---------------- ----------------- -------------
</TABLE>

<TABLE>
<CAPTION>
------------------- ----------------- ---------------------------- ---------------- ----------------- ----------------
                                            Adjustable Rate
                                         Mortgage Loans (other        Two-Year         Three-Year        Five-Year
                                         than Two-Year, Three-         Hybrid            Hybrid            Hybrid
   Adjustment          Applicable          Year and Five-Year         Mortgage          Mortgage         Mortgage
      Date              Section          Hybrid Mortgage Loans)         Loans            Loans             Loans
------------------- ----------------- ---------------------------- ---------------- ----------------- ----------------
<S>                   <C>                    <C>                     <C>               <C>              <C>
   Latest Next                                                       January 1,        January 1,       December 1,
 Adjustment Date      2.03(b)(34)            July 1, 2006               2008              2009             2010
------------------- ----------------- ---------------------------- ---------------- ----------------- ----------------
</TABLE>



                                                               S-II-1