efc8-0028_6460661ex41.htm


    EXHIBIT
      4.1

     

    The
      Pooling and Servicing Agreement

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit 4.1

     

    EXECUTION
      COPY

    
      


       

      CWMBS,
        INC.,

       

      Depositor

       

      COUNTRYWIDE
        HOME LOANS, INC.,

       

      Seller

       

      PARK
        GRANADA LLC,

       

      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, 2007

       

      ___________________________________

       

       

      CHL
        MORTGAGE PASS-THROUGH TRUST 2007-21

       

      MORTGAGE
        PASS-THROUGH CERTIFICATES, SERIES 2007-21

       

      
         

        ___________________________________

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



       

      


       

      Table
        of Contents

       

      Page

       

      
        	
                
                

                ARTICLE
                  I DEFINITIONS

                
                

              
	
                SECTION
                  1.01.

              	
                Defined
                  Terms.

              	
                I-10

              
	
                SECTION
                  1.02.

              	
                Certain
                  Interpretive Provisions.

              	
                I-43

              
	
                
                

                 

                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                  WARRANTIES

                
                

              
	
                SECTION
                  2.01.

              	
                Conveyance
                  of Mortgage Loans.

              	
                II-1

              
	
                SECTION
                  2.02.

              	
                Acceptance
                  by Trustee of the Mortgage Loans.

              	
                II-7

              
	
                SECTION
                  2.03.

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

              	
                II-10

              
	
                SECTION
                  2.04.

              	
                Representations
                  and Warranties of the Depositor as to the Mortgage Loans.

              	
                II-13

              
	
                SECTION
                  2.05.

              	
                Delivery
                  of Opinion of Counsel in Connection with Substitutions.

              	
                II-13

              
	
                SECTION
                  2.06.

              	
                Execution
                  and Delivery of Certificates.

              	
                II-13

              
	
                SECTION
                  2.07.

              	
                REMIC
                  Matters.

              	
                II-14

              
	
                SECTION
                  2.08.

              	
                Covenants
                  of the Master Servicer.

              	
                II-14

              
	
                
                

                 

                ARTICLE
                  III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

                
                

              
	
                SECTION
                  3.01.

              	
                Master
                  Servicer to Service Mortgage Loans.

              	
                III-1

              
	
                SECTION
                  3.02.

              	
                Subservicing;
                  Enforcement of the Obligations of Subservicers.

              	
                III-2

              
	
                SECTION
                  3.03.

              	
                Rights
                  of the Depositor and the Trustee in Respect of the Master
                  Servicer.

              	
                III-2

              
	
                SECTION
                  3.04.

              	
                Trustee
                  to Act as Master Servicer.

              	
                III-2

              
	
                SECTION
                  3.05.

              	
                Collection
                  of Mortgage Loan Payments; the Certificate Account; the Distribution
                  Account; the Pre-Funding Account and the Capitalized Interest
                  Account.

              	
                III-3

              
	
                SECTION
                  3.06.

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

              	
                III-6

              
	
                SECTION
                  3.07.

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans.

              	
                III-7

              
	
                SECTION
                  3.08.

              	
                Permitted
                  Withdrawals from the Certificate Account and the Distribution
                  Account.

              	
                III-7

              
	
                SECTION
                  3.09.

              	
                Maintenance
                  of Hazard Insurance; Maintenance of Primary Insurance
                  Policies.

              	
                III-9

              
	
                SECTION
                  3.10.

              	
                Enforcement
                  of Due-on-Sale Clauses; Assumption Agreements.

              	
                III-10

              
	
                SECTION
                  3.11.

              	
                Realization
                  Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
                  Loans.

              	
                III-11

              
	
                SECTION
                  3.12.

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	
                III-14

              
	
                SECTION
                  3.13.

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

              	
                III-15

              
	
                SECTION
                  3.14.

              	
                Servicing
                  Compensation.

              	
                III-16

              
	
                SECTION
                  3.15.

              	
                Access
                  to Certain Documentation.

              	
                III-16

              
	
                SECTION
                  3.16.

              	
                Annual
                  Statement as to Compliance.

              	
                III-16

              
	
                SECTION
                  3.17.

              	
                Errors
                  and Omissions Insurance; Fidelity Bonds.

              	
                III-17

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                
                

                 

                ARTICLE
                  IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

                
                

              
	
                SECTION
                  4.01.

              	
                Advances.

              	
                IV-1

              
	
                SECTION
                  4.02.

              	
                Priorities
                  of Distribution.

              	
                IV-2

              
	
                SECTION
                  4.03.

              	
                [Reserved].

              	
                IV-6

              
	
                SECTION
                  4.04.

              	
                Allocation
                  of Realized Losses.

              	
                IV-6

              
	
                SECTION
                  4.05.

              	
                Cross-Collateralization;
                  Adjustments to Available Funds.

              	
                IV-7

              
	
                SECTION
                  4.06.

              	
                Monthly
                  Statements to Certificateholders.

              	
                IV-7

              
	
                SECTION
                  4.07.

              	
                Determination
                  of Pass-Through Rates for COFI Certificates.

              	
                IV-8

              
	
                SECTION
                  4.08.

              	
                Determination
                  of Pass-Through Rates for LIBOR Certificates.

              	
                IV-9

              
	
                
                

                 

                ARTICLE
                  V THE CERTIFICATES

                
                

              
	
                SECTION
                  5.01.

              	
                The
                  Certificates.

              	
                V-1

              
	
                SECTION
                  5.02.

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              	
                V-1

              
	
                SECTION
                  5.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                V-5

              
	
                SECTION
                  5.04.

              	
                Persons
                  Deemed Owners.

              	
                V-5

              
	
                SECTION
                  5.05.

              	
                Access
                  to List of Certificateholders’ Names and Addresses.

              	
                V-6

              
	
                SECTION
                  5.06.

              	
                Maintenance
                  of Office or Agency.

              	
                V-6

              
	
                SECTION
                  5.07.

              	
                Depositable
                  and Exchangeable Certificates.

              	
                V-6

              
	
                
                

                 

                ARTICLE
                  VI THE DEPOSITOR AND THE MASTER SERVICER

                
                

              
	
                SECTION
                  6.01.

              	
                Respective
                  Liabilities of the Depositor and the Master Servicer.

              	
                V-8

              
	
                SECTION
                  6.02.

              	
                Merger
                  or Consolidation of the Depositor or the Master Servicer.

              	
                V-8

              
	
                SECTION
                  6.03.

              	
                Limitation
                  on Liability of the Depositor, the Sellers, the Master Servicer
                  and
                  Others.

              	
                V-9

              
	
                SECTION
                  6.04.

              	
                Limitation
                  on Resignation of Master Servicer.

              	
                V-10

              
	
                
                

                 

                ARTICLE
                  VII DEFAULT

                
                

              
	
                SECTION
                  7.01.

              	
                Events
                  of Default.

              	
                VI-1

              
	
                SECTION
                  7.02.

              	
                Trustee
                  to Act; Appointment of Successor.

              	
                VI-3

              
	
                SECTION
                  7.03.

              	
                Notification
                  to Certificateholders.

              	
                VI-4

              
	
                
                

                 

                ARTICLE
                  VIII CONCERNING THE TRUSTEE

                
                

              
	
                SECTION
                  8.01.

              	
                Duties
                  of Trustee.

              	
                VII-1

              
	
                SECTION
                  8.02.

              	
                Certain
                  Matters Affecting the Trustee.

              	
                VII-2

              
	
                SECTION
                  8.03.

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              	
                VII-3

              
	
                SECTION
                  8.04.

              	
                Trustee
                  May Own Certificates.

              	
                VII-3

              
	
                SECTION
                  8.05.

              	
                Trustee’s
                  Fees and Expenses.

              	
                VII-3

              
	
                SECTION
                  8.06.

              	
                Eligibility
                  Requirements for Trustee.

              	
                VII-3

              
	
                SECTION
                  8.07.

              	
                Resignation
                  and Removal of Trustee.

              	
                VII-4

              
	
                SECTION
                  8.08.

              	
                Successor
                  Trustee.

              	
                VII-5

              
	
                SECTION
                  8.09.

              	
                Merger
                  or Consolidation of Trustee.

              	
                VII-5

              
	
                SECTION
                  8.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                VII-5

              
	
                SECTION
                  8.11.

              	
                Tax
                  Matters.

              	
                VII-7

              
	
                SECTION
                  8.12.

              	
                Monitoring
                  of Significance Percentage.

              	
                VII-9

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                
                

                 

                ARTICLE
                  IX TERMINATION

                
                

              
	
                SECTION
                  9.01.

              	
                Termination
                  upon Liquidation or Purchase of all Mortgage Loans.

              	
                VIII-1

              
	
                SECTION
                  9.02.

              	
                Final
                  Distribution on the Certificates.

              	
                VIII-1

              
	
                SECTION
                  9.03.

              	
                Additional
                  Termination Requirements.

              	
                VIII-2

              
	
                
                

                 

                ARTICLE
                  X MISCELLANEOUS PROVISIONS

                
                

              
	
                SECTION
                  10.01.

              	
                Amendment.

              	
                IX-1

              
	
                SECTION
                  10.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	
                IX-2

              
	
                SECTION
                  10.03.

              	
                Governing
                  Law.

              	
                IX-3

              
	
                SECTION
                  10.04.

              	
                Intention
                  of Parties.

              	
                IX-3

              
	
                SECTION
                  10.05.

              	
                Notices.

              	
                IX-4

              
	
                SECTION
                  10.06.

              	
                Severability
                  of Provisions.

              	
                IX-5

              
	
                SECTION
                  10.07.

              	
                Assignment.

              	
                IX-5

              
	
                SECTION
                  10.08.

              	
                Limitation
                  on Rights of Certificateholders.

              	
                IX-5

              
	
                SECTION
                  10.09.

              	
                Inspection
                  and Audit Rights.

              	
                IX-6

              
	
                SECTION
                  10.10.

              	
                Certificates
                  Nonassessable and Fully Paid.

              	
                IX-6

              
	
                SECTION
                  10.11.

              	
                [Reserved].

              	
                IX-7

              
	
                SECTION
                  10.12.

              	
                Protection
                  of Assets.

              	
                IX-7

              
	
                
                

                 

                ARTICLE
                  XI EXCHANGE ACT REPORTING

                
                

              
	
                SECTION
                  11.01.

              	
                Filing
                  Obligations.

              	
                X-1

              
	
                SECTION
                  11.02.

              	
                Form
                  10-D Filings.

              	
                X-1

              
	
                SECTION
                  11.03.

              	
                Form
                  8-K Filings.

              	
                X-2

              
	
                SECTION
                  11.04.

              	
                Form
                  10-K Filings.

              	
                X-2

              
	
                SECTION
                  11.05.

              	
                Sarbanes-Oxley
                  Certification.

              	
                X-3

              
	
                SECTION
                  11.06.

              	
                Form
                  15 Filing.

              	
                X-3

              
	
                SECTION
                  11.07.

              	
                Report
                  on Assessment of Compliance and Attestation.

              	
                X-3

              
	
                SECTION
                  11.08.

              	
                Use
                  of Subservicers and Subcontractors.

              	
                X-4

              
	
                SECTION
                  11.09.

              	
                Amendments.

              	
                X-5

              
	
                SECTION
                  11.10.

              	
                Reconciliation
                  of Accounts.

              	
                X-5

              


      

      


       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      


       

      
        	
                
                

                SCHEDULES

                
                

              
	
                Schedule
                  I:

              	
                Mortgage
                  Loan Schedule

              	
                S-I-1

              
	
                Schedule
                  II-A:

              	
                Representations
                  and Warranties of Countrywide

              	
                S-II-A-1

              
	
                Schedule
                  II-B:

              	
                Representations
                  and Warranties of Park Granada

              	
                S-II-B-1

              
	
                Schedule
                  II-C

              	
                Representations
                  and Warranties of Park Monaco Inc.

              	
                S-II-C-1

              
	
                Schedule
                  II-D

              	
                Representations
                  and Warranties of Park Sienna LLC

              	
                S-II-D-1

              
	
                Schedule
                  III-A:

              	
                Representations
                  and Warranties of Countrywide as to the Mortgage Loans

              	
                S-III-A-1

              
	
                Schedule
                  III-B:

              	
                Representations
                  and Warranties of Countrywide as to the Countrywide Mortgage Loans

              	 S-III-B-1
	
                Schedule
                  III-C:

              	
                Representations
                  and Warranties of Park Granada as to the Park Granada Mortgage Loans

              	 S-III-C-1
	
                Schedule
                  III-D

              	
                Representations
                  and Warranties of Park Monaco Inc.as
                  to the Park Monaco Inc. Mortgage Loans

              	 S-III-D-1
	
                Schedule
                  III-E

              	
                Representations
                  and Warranties of Park Sienna LLC as
                  to the Park Sienna LLC Mortgage Loans

              	
                 S-III-E-1

              
	
                Schedule
                  IV:

              	
                Representations
                  and Warranties of the Master Servicer

              	
                S-IV-1

              
	
                Schedule
                  V:

              	
                Principal
                  Balance Schedules (if applicable)

              	
                S-V-1

              
	
                Schedule
                  VI:

              	
                Form
                  of Monthly Master Servicer Report

              	
                S-VI-I

              
	
                Schedule
                  VII:

              	
                Schedule
                  of Available Exchanges of Depositable Certificates for Exchangeable
                  Certificates

              	
                S-VII-I

              
	 	 	 
	
                EXHIBITS

              
	 	 	 
	
                Exhibit
                  A:

              	
                Form
                  of Senior Certificate (excluding Notional Amount Certificates)
                  and
                  Exchangeable Certificate

              	
                A-1

              
	
                Exhibit
                  B:

              	
                Form
                  of Subordinated Certificate

              	
                B-1

              
	
                Exhibit
                  C-1:

              	
                Form
                  of Class A-R Certificate

              	
                C-1-1

              
	
                Exhibit
                  C-2:

              	
                [Reserved]

              	
                C-2-1

              
	
                Exhibit
                  C-3:

              	
                [Reserved]

              	
                C-3-1

              
	
                Exhibit
                  C-4:

              	
                [Reserved]

              	
                C-4-1

              
	
                Exhibit
                  D:

              	
                Form
                  of Notional Amount Certificate

              	
                D-1

              
	
                Exhibit
                  E:

              	
                Form
                  of Reverse of Certificates

              	
                E-1

              
	
                Exhibit
                  F-1:

              	
                Form
                  of Initial Certification of Trustee (Initial Mortgage
                  Loans)

              	
                F-1-1

              
	
                Exhibit
                  F-2:

              	
                Form
                  of Initial Certification of Trustee (Supplemental Mortgage
                  Loans)

              	
                F-2-1

              
	
                Exhibit
                  G-1:

              	
                Form
                  of Delay Delivery Certification of Trustee (Initial Mortgage
                  Loans)

              	
                G-1-1

              
	
                Exhibit
                  G-2:

              	
                Form
                  of Delay Delivery Certification of Trustee (Supplemental Mortgage
                  Loans)

              	 G-2-1
	
                Exhibit
                  H-1:

              	
                Form
                  of Final Certification of Trustee (Initial Mortgage Loans)

              	
                H-1-1

              
	
                Exhibit
                  H-2:

              	
                Form
                  of Final Certification of Trustee (Supplemental Mortgage
                  Loans)

              	
                H-2-1

              
	
                Exhibit
                  I:

              	
                Form
                  of Transfer Affidavit

              	
                I-1

              
	
                Exhibit
                  J-1:

              	
                Form
                  of Transferor Certificate (Residual)

              	
                J-1-1

              
	
                Exhibit
                  J-2:

              	
                Form
                  of Transferor Certificate (Private)

              	
                J-2-1

              
	
                Exhibit
                  K:

              	
                Form
                  of Investment Letter (Non-Rule 144A)

              	
                K-1

              
	
                Exhibit
                  L-1:

              	
                Form
                  of Rule 144A Letter

              	
                L-1-1

              
	
                Exhibit
                  L-2:

              	
                [Reserved]

              	
                L-2-1

              
	
                Exhibit
                  M:

              	
                Form
                  of Request for Release of Documents

              	
                M-1

              
	
                Exhibit
                  N:

              	
                Form
                  of Request for Release of Mortgage File (Mortgage Loan - Paid in
                  Full, Repurchased and Replaced)

              	 N-1
	
                Exhibit
                  O:

              	
                [Reserved]

              	
                O-1

              
	
                Exhibit
                  P:

              	
                Form
                  of Supplemental Transfer Agreement

              	
                P-1

              


      

       

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      
        	
                Exhibit
                  Q:

              	
                Standard
                  & Poor’s LEVELS® Version 6.0 Glossary Revised, Appendix E

              	 Q-1
	
                Exhibit
                  R:

              	
                [Reserved]

              	
                R-1

              
	
                Exhibit
                  S-1:

              	
                [Reserved]

              	
                S-1-1

              
	
                Exhibit
                  S-2:

              	
                [Reserved]

              	
                S-2-1

              
	
                Exhibit
                  T:

              	
                [Reserved]

              	
                T-1

              
	
                Exhibit
                  U:

              	
                Form
                  of Monthly Statement

              	
                U-1

              
	
                Exhibit
                  V-1:

              	
                Form
                  of Performance Certification (Subservicer)

              	
                V-1-1

              
	
                Exhibit
                  V-2:

              	
                Form
                  of Performance Certification (Trustee)

              	
                V-2-1

              
	
                Exhibit
                  W:

              	
                Form
                  of Servicing Criteria to be Addressed in Assessment of Compliance
                  Statement

              	 W-1
	
                Exhibit
                  X:

              	
                List
                  of Item 1119 Parties

              	
                X-1

              
	
                Exhibit
                  Y:

              	
                Form
                  of Sarbanes-Oxley Certification (Replacement of Master
                  Servicer)

              	
                Y-1

              


      

      


       

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

      
 

      


      THIS
        POOLING AND SERVICING AGREEMENT, dated as of December 1, 2007, among CWMBS,
        INC., a Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME
        LOANS, INC. (“Countrywide”), a New York corporation, as a seller (a “Seller”),
        PARK GRANADA LLC (“Park Granada”), a Delaware limited liability company, as a
        seller (a “Seller”), PARK MONACO INC. (“Park Monaco”), a Delaware corporation,
        as a seller (a “Seller”), PARK SIENNA LLC (“Park Sienna”), a Delaware limited
        liability company, as a seller (a “Seller”) COUNTRYWIDE HOME LOANS SERVICING LP,
        a Texas limited partnership, as master servicer (the “Master Servicer”), and THE
        BANK OF NEW YORK, a banking corporation organized under the laws of the State
        of
        New York, as trustee (the “Trustee”).

       

      WITNESSETH
        THAT

       

      In
        consideration of the mutual
        agreements herein contained, the parties hereto agree as
        follows:

       

       

      PRELIMINARY
        STATEMENT

       

      The
        Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
        in return for the Certificates.  For federal income tax purposes, the
        Trustee shall treat the Trust Fund (other than the Pre-Funding Account and
        the
        Capitalized Interest Account) as consisting of a trust (the “ES Trust”) beneath
        which are two real estate mortgage investment conduits (or in the alternative,
        the “Sub-WAC (SW) REMIC,” and  the “Master REMIC”) and shall make all
        elections as necessary for such treatment.  The SW REMIC will hold all
        the assets of the Trust Fund and will issue several classes of uncertificated
        SW
        REMIC Interests.  The SW-A-R Interest is hereby designated as the
        residual interest in the SW REMIC and each other SW REMIC Interest is hereby
        designated as a regular interest in the SW REMIC.  The Master REMIC
        will hold all of the regular interests in the Sub-WAC REMIC and will issue
        several classes of uncertificated Master REMIC Interests.  The Class
        A-R Interest is hereby designated as the residual interest in the Master
        REMIC
        and each other Master REMIC Interest is hereby designated as a regular interest
        in the Master REMIC.  The “latest possible maturity date,” for federal
        income tax purposes, of all REMIC regular interests created hereby will be
        the
        Latest Possible Maturity Date.

       

      The
        ES
        Trust shall hold the SW-A-R Interest, the MR-A-R Interest, all Master REMIC
        regular interests and shall issue the Certificates.  Each Certificate,
        other than the Class A-R Certificate, will represent ownership of one or
        more of
        the Master REMIC regular interests held by the ES Trust.  The Class
        A-R Certificate will represent ownership of the SW-A-R Interest and the MR-A-R
        Interest, which are, respectively, the sole Classes of REMIC residual interest
        in the Sub-WAC REMIC and the Master REMIC.

       

      For
        federal income tax purposes the Trustee shall treat the ES Trust as a Grantor
        Trust and shall treat each Holder of an ES Trust Certificate as the owner
        of the
        individual, underlying assets represented by such ES Trust
        Certificate.  In addition, to the fullest extent possible, ownership
        of an ES Trust Certificate shall be treated as direct ownership of the
        individual, underlying assets represented by such ES Trust Certificate for
        federal income tax reporting purposes.

       

       

      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      

       

       The
        following table sets forth characteristics of the ES Trust Certificates,
        together with the minimum denominations and integral multiples in excess
        thereof
        in which such Classes shall be issuable (except that one Residual Certificate
        representing the Tax Matters Person Certificate may be issued in a different
        amount):

       

      
        	
                Class
                  Designation

              	
                Initial
                  Maximum Class Certificate Balance

              	
                Pass-Through

                Rate

                (per
                  annum)

              	
                Minimum
                  Denomination

              	
                Integral
                  Multiples in Excess of Minimum

              	
                Classes
                  of Master REMIC Interests Represented

                (8)

              
	
                Class
                  1-A-1

              	
                $        649,150,000

              	
                6.25%

              	
                $25,000

              	
                        $1

              	
                MR-1-A-1

              
	
                Class
                  1-A-2

              	
                $          21,106,000

              	
                6.25%

              	
                $25,000

              	
                        $1

              	
                MR-1-A-2

              
	
                Class
                  1-A-3

              	
                $        670,256,000

              	
                6.25%

              	
                $25,000

              	
                        $1

              	
                MR-1-A-1
                  and MR-1-A-2

              
	
                Class
                  1-X

              	
                $      438,258,613
                  (1)

              	
                (2)

              	
                $25,000(3)

              	
                        $1(3)

              	
                MR-1-X

              
	
                Class
                  1-PO

              	
                $          10,766,983

              	
                (4)

              	
                $25,000

              	
                        $1

              	
                MR-1-PO

              
	
                Class
                  2-A-1

              	
                $          75,530,000

              	
                6.00%

              	
                $25,000

              	
                        $1

              	
                MR-2-A-1

              
	
                Class
                  2-A-2

              	
                $            2,459,000

              	
                6.00%

              	
                $25,000

              	
                        $1

              	
                MR-2-A-2

              
	
                Class
                  2-A-3

              	
                $           77,989,000

              	
                6.00%

              	
                $25,000

              	
                        $1

              	
                MR-2-A-1
                  and MR-2-A-2

              
	
                Class
                  2-X

              	
                $       65,838,741
                  (1)

              	
                (5)

              	
                $25,000(3)

              	
                        $1(3)

              	
                MR-2-X

              
	
                Class
                  2-PO

              	
                $                378,153

              	
                (4)

              	
                $25,000

              	
                        $1

              	
                MR-2-PO

              
	
                Class A-R(6)

              	
                $                      100

              	
                6.25%

              	
                (6)

              	
                        (6)

              	
                SW-A-R
                  and MR-A-R

              
	
                Class
                  M

              	
                $           12,951,000

              	
                (7)

              	
                $25,000

              	
                        $1

              	
                
                

                MR-M

              
	
                Class
                  B-1

              	
                $             3,924,500

              	
                (7)

              	
                $25,000

              	
                        $1

              	
                
                

                MR-B-1

              
	
                Class
                  B-2

              	
                $             1,962,300

              	
                (7)

              	
                $25,000

              	
                        $1

              	
                
                

                MR-B-2

              
	
                Class
                  B-3

              	
                $             2,747,200

              	
                (7)

              	
                $100,000

              	
                        $1

              	
                
                

                MR-B-3

              
	
                Class
                  B-4

              	
                $                785,000

              	
                (7)

              	
                $100,000

              	
                        $1

              	
                
                

                MR-B-4

              
	
                Class
                  B-5

              	
                $        3,193,763.29

              	
                (7)

              	
                $100,000

              	
                        $1

              	
                
                

                MR-B-5

              


      

      __________________________________________

      
        	
                (1)

              	
                This
                  Class will be a Class of Notional Amount Certificates, will have
                  no Class
                  Certificate Balance and will bear interest on its Notional Amount.
                  

              


      

       

      
        	
                (2)

              	
                The
                  Pass-Through Rate for the Class 1-X Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will equal the excess of (a) the
                  weighted
                  average of the Adjusted Net Mortgage Rates of the Non-Discount
                  Mortgage
                  Loans in Loan Group 1, weighted on the basis of the Stated Principal
                  Balances thereof as of the Due Date in the preceding calendar month
                  (after
                  giving effect to Principal Prepayments received in the Prepayment
                  Period
                  related to such prior Due Date), over (b) 6.25%. The Pass-Through
                  Rate for
                  the Class 1-X Certificates for the Interest Accrual Period for
                  the first
                  Distribution Date is 0.46523% per annum.


              


      

       

      
        	
                (3)

              	
                Minimum
                  denomination is based on the Notional Amount of such Class.
                  

              


      

       

      
        	
                (4)

              	
                This
                  Class is a Class of Principal Only Certificates and will not receive
                  any
                  distributions of interest. 

              


      

       

       

      
        
          
          

        

        
          I-2

          
            

          

        

        
          
          

        

      

       

      
        	
                (5)

              	
                The
                  Pass-Through Rate for the Class 2-X Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will equal the excess of (a) the
                  weighted
                  average of the Adjusted Net Mortgage Rates of the Non-Discount
                  Mortgage
                  Loans in Loan Group 2, weighted on the basis of the Stated Principal
                  Balances thereof as of the Due Date in the preceding calendar month
                  (after
                  giving effect to Principal Prepayments received in the Prepayment
                  Period
                  related to such prior Due Date), over (b) 6.00%. The Pass-Through
                  Rate for
                  the Class 2-X Certificates for the Interest Accrual Period for
                  the first
                  Distribution Date is 0.29348% per annum.


              


      

       

      
        	
                (6)

              	
                The
                  Class A-R Certificates represents ownership of residual interests
                  in the
                  Master REMIC and the Sub-WAC REMIC. The Class A-R Certificate shall
                  be
                  issued by the ES Trust as two separate certificates, one with an
                  initial
                  Certificate Balance of $99.99 and the Tax Matters Person Certificate
                  with
                  an initial Certificate Balance of $0.01.


              


      

       

      
        	
                (7)

              	
                For
                  income tax purposes, the Pass-Through Rate for each Class of
                  Subordinated Certificates for the Interest Accrual Period related
                  to each
                  Distribution Date will be a per annum rate equal to the Tax Subordinate
                  Pass-Through Rate. The Tax Subordinate Pass-Through Rate for the
                  Interest
                  Accrual Period for the first Distribution Date is 6.22420% per
                  annum.
                  

              


      

       

      
        	
                (8)

              	
                See
                  Schedule VII for information regarding the Combinations of the
                  Depositable
                  and Exchangeable Certificates related to these uncertificated Master
                  REMIC
                  Interests. 

              


      

       

       

      
        
          
          

        

        
          I-3

          
            

          

        

        
          
          

        

      

       

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

      


      
        	
                Master
                  REMIC Interest

                
                

              	
                Initial
                  Principal Balance

                
                

              	
                Interest
                  Rate

                
                

              	
                Possible
                  Corresponding ES Trust Certificates

                
                

              
	
                MR-1-A-1

              	
                $        649,150,000

              	
                6.25%

              	
                Class
                  1-A-1, Class 1-A-3

              
	
                MR-1-A-2

              	
                $          21,106,000

              	
                6.25%

              	
                Class
                  1-A-2, Class 1-A-3

              
	
                MR-1-X

              	
                $       438,258,613
                  (1)

              	
                (2)

              	
                Class
                  1-X

              
	
                MR-1-PO

              	
                $          10,766,983

              	
                (3)

              	
                Class
                  1-PO

              
	
                MR-2-A-1

              	
                $          75,530,000

              	
                6.00%

              	
                Class
                  2-A-1, Class 2-A-3

              
	
                MR-2-A-2

              	
                $            2,459,000

              	
                6.00%

              	
                Class
                  2-A-2, Class 2-A-3

              
	
                MR-2-X

              	
                $          65,838,741
                  (1)

              	
                (4)

              	
                Class
                  2-X

              
	
                MR-2-PO

              	
                $                378,153

              	
                (3)

              	
                Class
                  2-PO

              
	
                MR-M

              	
                $           12,951,000

              	
                (5)

              	
                Class
                  M

              
	
                MR-B-1

              	
                $             3,924,500

              	
                (5)

              	
                Class
                  B-1

              
	
                MR-B-2

              	
                $             1,962,300

              	
                (5)

              	
                Class
                  B-2

              
	
                MR-B-3

              	
                $             2,747,200

              	
                (5)

              	
                Class
                  B-3

              
	
                MR-B-4

              	
                $                785,000

              	
                (5)

              	
                Class
                  B-4

              
	
                MR-B-5

              	
                $        3,193,763.29

              	
                (5)

              	
                Class
                  B-5

              
	
                MR-A-R
                  (6)

              	
                $                       100

              	
                6.50%

              	
                Class A-R

              


      

      __________________________________________

      
        	
                (9)

              	
                This
                  class will be a class of Notional Amount Master REMIC Interest,
                  will have
                  no principle balance, and will pay interest that can be calculated
                  based
                  on its Notional Amount. 

              


      

       

      
        
          	
                	
                  (10)

                	
                  The
                    MR-1-X Master REMIC Interest is entitled to receive on each Distribution
                    Date all amounts payable with respect to the SW-X-1 Strip REMIC
                    Interest.
                    

                


        

      

       

      
        
          	
                  (11)

                	
                  This
                    Class of Master REMIC Interest pays no interest.
                    

                


        

      

       

      
        
          	
                	
                  (12)

                	
                  The
                    MR-2-X Master REMIC Interest is entitled to receive on each Distribution
                    Date all amounts payable with respect to the SW-X-2 Strip REMIC
                    Interest.
                    

                


        

      

       

      
        
          
            	
                    (13)

                  	
                        
                      The Tax Subordinated Pass-Through Rate.


                  


          

        

      

       

      
        	
                (14)

              	
                 The
                  MR-A-R Master REMIC Interest represents the sole Class of residual
                  interest in the Master REMIC. 

              


      

       

      


      
        
          
          

        

        
          I-4

          
            

          

        

        
          
          

        

      

       

      The
        following table specifies the class designation, interest rate, and principal
        amount for each class of Sub WAC REMIC Interests:

      


      
        	
                Sub
                  WAC

                 

                REMIC
                  Interest
                  Designation

                
                

              	
                
                

                Initial

                Principal
                  Balance

              	
                
                

                
                

                 

                Interest
                  Rate

              	
                
                

                Corresponding

                Loan
                  Group

              
	
                SW-A-1

              	
                (1)

              	
                6.25%

              	
                1

              
	
                SW-B-1

              	
                (1)

              	
                6.25%

              	
                1

              
	
                SW-C-1

              	
                (1)

              	
                6.25%

              	
                1

              
	
                SW-PO-1

              	
                $         10,766,983

              	
                (2)

              	
                1

              
	
                SW-X-1

              	
                (3)

              	
                (4)

              	
                1

              
	
                SW-A-2

              	
                (1)

              	
                6.00%

              	
                2

              
	
                SW-B-2

              	
                (1)

              	
                6.00%

              	
                2

              
	
                SW-C-2

              	
                (1)

              	
                6.00%

              	
                2

              
	
                SW-PO-2

              	
                $         378,153

              	
                (2)

              	
                2

              
	
                SW-X-2

              	
                (3)

              	
                (5)

              	
                2

              
	
                SW-A-R

              	
                (6)

              	
                (6)

              	
                N/A

              


      

      __________________________________________

      
        	
                (1)

              	
                Each
                  Class A Sub WAC REMIC Interest will have an Initial Principal Balance
                  equal to 0.90% of the Subordinated Portion of its Corresponding
                  Loan
                  Group. Each Class B Sub WAC REMIC Interest will have an Initial
                  Principal
                  Balance equal to 0.10% of the Subordinated Portion of its Corresponding
                  Loan Group. Each Class C Sub WAC REMIC Interest will have an Initial
                  Principal Balance equal to the excess of its Corresponding Loan Group (as
                  reduced by the Loan Group’s corresponding PO Class Certificate Balance)
                  over the initial aggregate principal balances of the Class A and
                  Class B
                  Sub WAC REMIC Interests corresponding to that Loan
                  Group.  Hereafter, the Class A, Class B and Class C Sub WAC
                  REMIC Interests are referred to as “Tracking Interests.”
                  

              


      

       

      
        	
                (2)

              	
                This
                  Class of Sub WAC REMIC Interest does not pay any interest.
                  

              


      

       

      
        	
                (3)

              	
                This
                  Class of Sub WAC REMIC Interest does not pay any principal.
                  

              


      

       

      
        	
                (4)

              	
                This
                  Class of Sub WAC REMIC Interest is entitled to receive on each
                  Distribution Date a specified portion of the interest payable on
                  the
                  Non-Discount Mortgage Loans in the corresponding Loan Group. Specifically,
                  for each related Distribution Date, this Class of Sub-WAC REMIC
                  Interest
                  is entitled to interest accruals on each Non-Discount Mortgage
                  Loan in
                  excess of an Adjusted Net Mortgage Rate of 6.25% per annum.
                  

              


      

       

      
        	
                (5)

              	
                This
                  Class of Sub WAC REMIC Interest is entitled to receive on each
                  Distribution Date a specified portion of the interest payable on
                  the
                  Non-Discount Mortgage Loans in the corresponding Loan Group. Specifically,
                  for each related Distribution Date, this Class of Sub-WAC REMIC
                  Interest
                  is entitled to interest accruals on each Non-Discount Mortgage
                  Loan in
                  excess of an Adjusted Net Mortgage Rate of 6.00% per annum.
                  

              


      

       

      
        	
                (6)

              	
                The
                  Class SW-A-R Sub-WAC REMIC Interest is the sole class of residual
                  interest
                  in the Sub-WAC REMIC. It does not pay any interest or principal.
                  

              


      

       

      On
        each
        Distribution Date, the Available Funds shall be distributed with respect
        to the
        Sub-WAC REMIC Interests in the following manner:

       

       

      
        
          
          

        

        
          I-5

          
            

          

        

        
          
          

        

      

      
        	
                (1)

              	
                Interest.  Interest
                  is to be distributed with respect to each Sub-WAC REMIC Interest
                  at the
                  rates, or according to the formulas, described above.
                  

              


      

       

       

      
        	
                (2)

              	
                Initial
                  Allocations of
                  Realized Losses and
                  Principal.

              


      

       

      
        	
                 

              	
                (a)

              	
                The
                  Trustee shall first allocate
                  the Realized Losses on the Group 1 Mortgage Loans (including any
                  reductions in previously allocated Realized Losses on the Group
                  1 Mortgage
                  Loans attributable to any related Subsequent Recoveries), and distribute
                  the principal on the Group 1 Mortgage Loans between the SW-PO-1
                  Interests
                  and the SW-1 Tracking Interests in the same manner that such amounts
                  are
                  allocated to or distributed between (a) the Class 1-PO Certificates
                  and
                  (b) the remaining Group 1 Senior Certificates
                  and the Assumed
                  Balance of the Class Certificate Balance of each Class of Subordinated
                  Certificates related to the Group 1 Mortgage
                  Loans.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  Trustee shall first allocate
                  the Realized Losses on the Group 2 Mortgage Loans (including any
                  reductions in previously allocated Realized Losses on the Group
                  2 Mortgage
                  Loans attributable to any related Subsequent Recoveries), and distribute
                  the principal on the Group 2 Mortgage Loans between the Class SW-PO-2
                  Interest and the SW-2 Tracking Interests in the same manner that
                  such
                  amounts are allocated to or distributed between (a) the Class 2-PO
                  Certificates and (b) the remaining Group 2 Senior Certificates
                  and the
                  Assumed Balance of the Class Certificate Balance of each Class
                  of
                  Subordinated Certificates related to the Group 2 Mortgage
                  Loans.

              


      

       

       

      
        	
                (3)

              	
                Subsequent
                  Allocations.  Amounts allocated to the Tracking Interests
                  of each Group in accordance with Paragraph 2, above, shall be further
                  allocated as described below. 

              


      

       

       

      
        	
                (4)

              	
                Principal,
                  if no
                  Cross-Over Situation Exists.  If no Cross-Over Situation
                  exists with respect to any Class of Tracking Interests, principal
                  amounts
                  allocated with respect to each Loan Group’s Tracking Interests in
                  accordance with Paragraph 2, shall be further allocated: first
                  to cause
                  the Loan Group’s corresponding Class A and Class B Tracking Interests to
                  equal, respectively, 0.90% of the Subordinated Portion and 0.10%
                  of the
                  Subordinated Portion; and second to the Loan Group’s corresponding Class C
                  Tracking Interest; 

              


      

       

      
        	
                (5)

              	
                Principal,
                  if a
                  Cross-Over Situation Exists.  If a Cross-Over Situation
                  exists with respect to the Class A and Class B Tracking Interests:
                  

              


      

       

      
        	
                 

              	
                (a)

              	
                If
                  the Calculation Rate in respect of the outstanding Class A and
                  Class B
                  Tracking Interests is less than the Tax Subordinate Pass-Through
                  Rate,
                  Principal Relocation Payments will be made proportionately to the
                  outstanding Class A Tracking Interests prior to any other principal
                  distributions from each such Loan Group.


              


      

       

      
        	
                 

              	
                (b)

              	
                If
                  the Calculation Rate in respect of the outstanding Class A and
                  Class B
                  Tracking Interests is greater than the Tax Subordinate Pass-Through
                  Rate,
                  Principal Relocation Payments will be made proportionately to the
                  outstanding Class B Tracking 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 Class A and Class B Tracking Interests
        to
        equal the Tax Subordinate Pass-

       

       

      
        
          
          

        

        
          I-6

          
            

          

        

        
          
          

        

      

       

      Through
        Rate.  With respect to each Loan Group, if (and to the extent that)
        the sum of (a) the principal payments received during the Due Period (as
        adjusted for amounts allocated to the related Class of Class PO Certificates)
        and (b) the Realized Losses (as adjusted for amounts allocated to the related
        Class of Class PO Certificates), are insufficient to make the necessary
        reductions of principal on the Class A and Class B Tracking Interests, then
        interest will be added to the Loan Group’s Class C Tracking
        Interest.

       

      
        	
                 

              	
                (c)

              	
                Unless
                  required to achieve the Calculation Rate, the outstanding aggregate
                  Class
                  A and Class B Tracking Interests for all Loan Groups will not be
                  reduced
                  below 1 percent of the excess of (i) the outstanding aggregate
                  Stated
                  Principal Balance of all Loan Groups (as adjusted for amounts allocated
                  to
                  the related Class of Class PO Certificates) as of the end of any
                  Due
                  Period (reduced by principal prepayments received after the Due
                  Period
                  that are to to be distributed on the Disribution Date related to
                  the Due
                  Period) over (ii) the aggregate Class Certificate Balance of the
                  Senior
                  Certificates for 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 Class A and Class B Tracking Interests of a Loan Group,
        and if
        the Loan Group’s Class C Tracking Interest has already been reduced to zero,
        then the excess principal from that Loan Group (as adjusted for amounts
        allocated to the related Class of Class PO Certificates) will be paid to
        the
        Class C Tracking Interests of the other Loan Groups the aggregate Class A
        and
        Class B Tracking Interests of which are less than one percent of the
        Subordinated Portion.  If the Loan Group corresponding to the Class C
        Tracking Interest that receives such payment has a weighted average Adjusted
        Net
        Mortgage Rate below the weighted average Adjusted Net Mortgage Rate of the
        Loan
        Group making the payment, then the payment will be treated by the Sub WAC
        REMIC
        as a Realized Loss.  Conversely, if the Loan Group corresponding to
        the Class C Tracking Interest that receives such payment has a weighted average
        Adjusted Net Mortgage Rate above the weighted average Adjusted Net Mortgage
        Rate
        of the Loan Group making the payment, then the payment will be treated by
        the
        Sub WAC REMIC as a  reimbursement for prior Realized
        Losses.

       

      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 a REMIC regular
        interest, without creating any shortfall-actual or potential (other than
        for
        credit losses) to any REMIC regular interest.

       

       

      
        
          
          

        

        
          I-7

          
            

          

        

        
          
          

        

      

       

      Set
        forth
        below are designations of Classes or Components of Certificates and other
        defined terms to the categories used herein:

      


      
        	
                Accretion
                  Directed Certificates

                
                

              	
                None.

                
                

              
	
                Accretion
                  Directed Components

                
                

              	
                None.

                
                

              
	
                Accrual
                  Certificates

                
                

              	
                None.

                
                

              
	
                Accrual
                  Components

                
                

              	
                None.

                
                

              
	
                Book-Entry
                  Certificates

                
                

              	
                All
                  Classes of Certificates other than the Physical Certificates.

                
                

              
	
                COFI
                  Certificates

                
                

              	
                None.

                
                

              
	
                Combined
                  Certificates

                
                

              	
                None.

                
                

              
	
                Component
                  Certificates

                
                

              	
                None.

                
                

              
	
                Components.

                
                

              	
                None.

                
                

              
	
                Delay
                  Certificates

                
                

              	
                All
                  interest-bearing Classes of Certificates other than the Non-Delay
                  Certificates, if any.

                
                

              
	
                Depositable
                  Certificates

                
                

              	
                Class
                  1-A-1, Class 1-A-2, Class 2-A-1 and Class 2-A-2 Certificates.

                
                

              
	
                ERISA-Restricted
                  Certificates

                
                

              	
                The
                  Residual Certificates and Private Certificates; until an ERISA-Qualifying
                  Underwriting has occurred with respect to such Class, the Class
                  1-A-2,
                  Class 1-A-3, Class 2-A-2, Class 2-A-3, Class 1-PO, Class 2-PO,
                  Class 1-X,
                  Class 2-X, Class M, Class B-1 and Class B-2 Certificates; and any
                  Certificate of a Class that does not have or no longer has a rating
                  of at least BBB- or its equivalent from at least one Rating
                  Agency.

                
                

              
	
                Exchangeable
                  Certificates

                
                

              	
                Class
                  1-A-3 and Class 2-A-3 Certificates.

                
                

              
	
                Floating
                  Rate Certificates

                
                

              	
                None.

                
                

              
	
                Group
                  1 Certificates

                
                

              	
                Group
                  1 Senior Certificates and the portions of the Subordinated Certificates
                  related to Loan Group 1.

                
                

              
	
                Group
                  1 Senior Certificates

                
                

              	
                Class
                  1-A-1, Class 1-A-2, Class 1-X, Class A-R and Class 1-PO
                  Certificates.

                
                

              
	
                Group
                  2 Certificates

                
                

              	
                Group
                  2 Senior Certificates and the portions of the Subordinated Certificates
                  related to Loan Group 2.

                
                

              
	
                Group
                  2 Senior Certificates

                
                

              	
                Class
                  2-A-1, Class 2-A-2, Class 2-X and Class 2-PO Certificates.

                
                

              
	
                Inverse
                  Floating Rate Certificates

                
                

              	
                None.

                
                

              


      

       

       

      
        
          
          

        

        
          I-8

          
            

          

        

        
          
          

        

      

       

      
        	
                LIBOR
                  Certificates

                
                

              	
                None.

                
                

              
	
                Non-Delay
                  Certificates

                
                

              	
                None.

                
                

              
	
                Notional
                  Amount Certificates

                
                

              	
                Class
                  1-X and Class 2-X Certificates.

                
                

              
	
                Notional
                  Amount Components

                
                

              	
                None.

                
                

              
	
                Offered
                  Certificates

                
                

              	
                All
                  Classes of Certificates other than the Private Certificates.

                
                

              
	
                Physical
                  Certificates

                
                

              	
                Private
                  Certificates and the Residual Certificates.

                
                

              
	
                Planned
                  Principal Classes

                
                

              	
                None.

                
                

              
	
                Principal
                  Only Certificates

                
                

              	
                Class
                  1-PO and Class 2-PO Certificates.

                
                

              
	
                Private
                  Certificates

                
                

              	
                Class B-3,
                  Class B-4 and Class B-5 Certificates.

                
                

              
	
                Rating
                  Agencies

                
                

              	
                Fitch
                  and S&P.

                
                

              
	
                Regular
                  Certificates

                
                

              	
                All
                  Classes of Certificates, other than the Residual
                  Certificates.

                
                

              
	
                Residual
                  Certificates

                
                

              	
                Class A-R
                  Certificates.

                
                

              
	
                Scheduled
                  Principal Classes

                
                

              	
                None.

                
                

              
	
                Senior
                  Certificate Group

                
                

              	
                The
                  Group 1 Senior Certificates and the Group 2 Senior Certificates,
                  as
                  applicable.

                
                

              
	
                Senior
                  Certificates

                
                

              	
                Group
                  1 Senior Certificates and Group 2 Senior Certificates.

                
                

              
	
                Subordinated
                  Certificates

                
                

              	
                Class
                  M, Class B-1, Class B-2, Class B-3, Class B-4 and
                  Class B-5 Certificates.

                
                

              
	
                Targeted
                  Principal Classes

                
                

              	
                None.

                
                

              
	
                Underwriter

                
                

              	
                Countrywide
                  Securities Corporation.

                
                

              


      

       

      With
        respect to any of the foregoing designations as to which the corresponding
        reference is “None,” all defined terms and provisions herein relating solely to
        such designations shall be of no force or effect, and any calculations herein
        incorporating references to such designations shall be interpreted without
        reference to such designations and amounts.  Defined terms and
        provisions herein relating to statistical rating agencies not designated
        above
        as Rating Agencies shall be of no force or effect.

       

      If
        the
        aggregate Stated Principal Balance of the Initial Mortgage Loans in Loan
        Group 1
        on the Closing Date is equal to or greater than the aggregate Class Certificate
        Balance of the Group 1 Certificates as of such date or the aggregate Stated
        Principal Balance of the Initial Mortgage Loans in Loan Group 2 on the Closing
        Date is equal to or greater than the aggregate Class Certificate Balance
        of the
        Group 2 Certificates as of such date, all references herein to “Aggregate
        Supplemental Purchase Amount”, “Aggregate Supplemental Transfer Amount”,
“Capitalized Interest Account”, “Capitalized Interest Release Amount”,
“Capitalized Interest Requirement”, “Funding Period”, “Funding Period
        Distribution Date”,  “Remaining Non-PO Pre-funded Amount”, “Remaining
        PO Pre-funded Amount”,

       

       

      
        
          
          

        

        
          I-9

          
            

          

        

        
          
          

        

      

       

      “Pre-funded
        Amount”, “Supplemental Cut-off Date”, “Pre-funding Account”, “Supplemental
        Mortgage Loan”, “Supplemental Transfer Agreement” and “Supplemental Transfer
        Date” with respect to Loan Group 1 or Loan Group 2, as applicable, shall be of
        no force or effect and all provisions herein related thereto shall similarly
        be
        of no force or effect.

       

       

      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:

       

      Account:  Any
        Escrow Account, the Certificate Account, the Distribution Account, the
        Pre-Funding Account, the Capitalized Interest Account, the Exchangeable
        Certificates Distribution Account or any other account related to the Trust
        Fund
        or the Mortgage Loans.

       

      Accretion
        Directed
        Certificates:  As specified in the Preliminary
        Statement.

       

      Accretion
        Direction
        Rule: Not applicable.

       

      Accrual
        Amount:  With
        respect to any Class of Accrual Certificates or any Accrual Component and
        any
        Distribution Date prior to the related Accrual Termination Date, the amount
        allocable to interest on such Class of Accrual Certificates or Accrual Component
        with respect to such Distribution Date pursuant to Section
        4.02(a).

       

      Accrual
        Certificates:  As specified in the Preliminary
        Statement.

       

      Accrual
        Components:  As specified in the Preliminary
        Statement.

       

      Accrual
        Termination
        Date:  Not applicable.

       

      Additional
        Designated
        Information:  As defined in Section 11.02.

       

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

       

      Adjusted
        Net Mortgage
        Rate:  As to each Mortgage Loan, and at any time, the per annum
        rate equal to the Mortgage Rate less the Expense Rate.  For purposes
        of determining whether any Substitute Mortgage Loan is a Discount Mortgage
        Loan
        or a Non-Discount Mortgage Loan and for purposes of calculating the applicable
        PO Percentage and the applicable Non-PO Percentage, each Substitute Mortgage
        Loan shall be deemed to have an Adjusted Net Mortgage Rate equal to the Adjusted
        Net Mortgage Rate of the Deleted Mortgage Loan for which it is
        substituted.

       

      Advance:  As
        to a Loan Group, the payment required to be made by the Master Servicer with
        respect to any Distribution Date pursuant to Section 4.01, the amount of
        any
        such payment being equal to the aggregate of payments of principal and interest
        (net of the Master Servicing Fee) on the Mortgage Loans in such Loan Group
        that
        were due on the related Due Date and not received by the 

       

       

      
        
          
          

        

        
          I-10

          
            

          

        

        
          
          

        

      

       

      Master
        Servicer as of the close of business on the related Determination Date, together
        with an amount equivalent to interest on each Mortgage Loan as to which the
        related Mortgaged Property is an REO Property (net of any net income from
        such
        REO Property), less the aggregate amount of any such delinquent payments
        that
        the Master Servicer has determined would constitute a Nonrecoverable Advance,
        if
        advanced.

       

      Aggregate
        Planned
        Balance:  With respect to any group of Planned Principal
        Classes or Components and any Distribution Date, the amount set forth for
        such
        group for such Distribution Date in Schedule V hereto.

       

      Aggregate
        Scheduled
        Balance:  With respect to any group of Scheduled Principal
        Classes or Components and any Distribution Date, the amount set forth for
        such
        group for such Distribution Date in Schedule V hereto.

       

      Aggregate
        Supplemental
        Purchase Amount:  With respect to any Supplemental Transfer
        Date and Loan Group, the “Aggregate Supplemental Purchase Amount” identified in
        the related Supplemental Transfer Agreement for that Loan Group, which shall
        be
        an estimate of the aggregate Stated Principal Balance of the Supplemental
        Mortgage Loans to be included in that Loan Group identified in such Supplemental
        Transfer Agreement.

       

      Aggregate
        Supplemental
        Transfer Amount:  With respect to any Supplemental Transfer
        Date and Loan Group, the aggregate Stated Principal Balance as of the
        Supplemental Cut-off Date of the Supplemental Mortgage Loans to be included
        in
        that Loan Group conveyed on such Supplemental Transfer Date, as listed on
        the
        revised Mortgage Loan Schedule delivered pursuant to Section 2.01(f); provided,
        however, that such amount shall not exceed the amount on deposit in the
        Pre-funding Account allocated to purchasing Supplemental Mortgage Loans for
        that
        Loan Group.

       

      Aggregate
        Targeted
        Balance:  With respect to any group of Targeted Principal
        Classes or Components and any Distribution Date, the amount set forth for
        such
        group for such Distribution Date in Schedule V hereto.

       

      Agreement:  This
        Pooling and Servicing Agreement and all amendments or supplements
        hereto.

       

      Allocable
        Share:  As to any Distribution Date and any Mortgage Loan (i)
        with respect to each Class of Class PO Certificates, zero, (ii) with respect
        to
        the Class 1-X and Class 2-X Certificates, (a) the ratio that the excess,
        if any,
        of the Adjusted Net Mortgage Rate with respect to such Mortgage Loan, over
        the
        related Required Coupon bears to such Adjusted Net Mortgage Rate or (b) if
        the
        Adjusted Net Mortgage Rate with respect to such Mortgage Loan does not exceed
        the related Required Coupon, zero and (iii) with respect to each other Class
        of
        Certificates the product of (a) the lesser of (I) the ratio that the related
        Required Coupon bears to the Adjusted Net Mortgage Rate of such Mortgage
        Loan
        and (II) one, multiplied by (b) the ratio that the amount calculated with
        respect to such Distribution Date (A) with respect to the Senior Certificates
        of
        the related Senior Certificate Group (other than the related Class of Class
        PO
        Certificates), pursuant to clause (i) of the definition of Class Optimal
        Interest Distribution Amount (without giving effect to any reduction of such
        amount pursuant to Section 4.02(d)) and (B) with respect to the Subordinated
        Certificates, pursuant to the definition of Assumed Interest Amount or after
        a
        Senior Termination Date pursuant to clause (i) of the definition of Class
        Optimal Interest Distribution Amount (without giving effect to any reduction
        of
        such amount pursuant to Section 4.02(d)) bears to the amount calculated with
        respect to such Distribution Date for each Class of Certificates pursuant
        to
        clause (i) of the definition of Class Optimal Interest Distribution Amount
        (without giving effect to any reduction of such amount pursuant to Section
        4.02(d)) or the definition of Assumed Interest Amount, as
        applicable.

       

       

      
        
          
          

        

        
          I-11

          
            

          

        

        
          
          

        

      

       

      Amount
        Available for Senior
        Principal:  As to any Distribution Date and (a) Loan Group 1,
        the Available Funds for such Distribution Date and Loan Group, reduced by
        the
        aggregate amount distributable (or allocable to the Accrual Amount, if
        applicable) on such Distribution Date in respect of interest on the related
        Senior Certificates pursuant to Section 4.02(a)(1)(ii) and (b) Loan Group
        2, the
        Available Funds for such Distribution Date and Loan Group, reduced by the
        aggregate amount distributable (or allocable to the Accrual Amount, if
        applicable) on such Distribution Date in respect of interest on the related
        Senior Certificates pursuant to Section 4.02(a)(2)(ii).

       

      Amount
        Held for Future
        Distribution:  As to any Distribution Date and the Mortgage
        Loans in a Loan Group, the aggregate amount held in the Certificate Account
        at
        the close of business on the related Determination Date on account of (i)
        Principal Prepayments received after the related Prepayment Period and
        Liquidation Proceeds and Subsequent Recoveries received in the month of such
        Distribution Date relating to such Loan Group and (ii) all Scheduled Payments
        due after the related Due Date relating to such Loan Group.

       

      Applicable
        Credit Support
        Percentage:  As defined in Section 4.02(e).

       

      Appraised
        Value:  With respect to any Mortgage Loan, the Appraised Value
        of the related Mortgaged Property shall be: (i) with respect to a Mortgage
        Loan
        other than a Refinancing Mortgage Loan, the lesser of (a) the value of the
        Mortgaged Property based upon the appraisal made at the time of the origination
        of such Mortgage Loan and (b) the sale price of the Mortgaged Property at
        the
        time of the origination of such Mortgage Loan; (ii) with respect to a
        Refinancing Mortgage Loan other than a Streamlined Documentation Mortgage
        Loan,
        the value of the Mortgaged Property based upon the appraisal made-at the
        time of
        the origination of such Refinancing Mortgage Loan; and (iii) with respect
        to a
        Streamlined Documentation Mortgage Loan, (a) if the loan-to-value ratio with
        respect to the Original Mortgage Loan at the time of the origination thereof
        was
        80% or less and the loan amount of the new mortgage loan is $650,000 or less,
        the value of the Mortgaged Property based upon the appraisal made at the
        time of
        the origination of the Original Mortgage Loan and (b) if the loan-to-value
        ratio
        with respect to the Original Mortgage Loan at the time of the origination
        thereof was greater than 80% or the loan amount of the new loan being originated
        is greater than $650,000, the value of the Mortgaged Property based upon
        the
        appraisal (which may be a drive-by appraisal) made at the time of the
        origination of such Streamlined Documentation Mortgage Loan.

       

      Assumed
        Balance: For
        a Distribution Date and Loan Group, an amount equal to the Subordinated
        Percentage for that Distribution Date relating to that Loan Group of the
        aggregate of the applicable Non-PO Percentage of the Stated Principal Balance
        of
        each Mortgage Loan in such Loan Group as of the Due Date occurring in the
        month
        prior to the month of that Distribution Date (after giving effect to Principal
        Prepayments received in the Prepayment Period related to such Due
        Date).

       

      Assumed
        Interest
        Amount:  With respect to any Distribution Date, Loan Group and
        each Class of Subordinated Certificates, one month’s interest accrued during the
        related Interest Accrual Period at the Pass-Through Rate for such Class on
        such
        Class’ pro rata (based on Class Certificate Balances) share of the related
        Assumed Balance immediately prior to that Distribution Date.

       

      Available
        Funds: As
        to any Distribution Date and the Mortgage Loans in a Loan Group, the sum
        of
        (a)  the aggregate amount held in the Certificate Account at the close
        of business on the related Determination Date, including any Subsequent
        Recoveries, in respect of such Mortgage Loans, net of the related Amount
        Held
        for Future Distribution and net of amounts permitted to be withdrawn from
        the
        Certificate Account pursuant to clauses (i) – (viii), inclusive, of Section
        3.08(a) in respect of such Mortgage Loans and amounts permitted to be withdrawn
        from the Distribution Account pursuant to clauses (i) – (v), inclusive, of
        Section 3.08(b) in respect of such Mortgage Loans, (b) the amount of the
        

       

      
        
          
          

        

        
          I-12

          
            

          

        

        
          
          

        

      

       

      related
        Advance, (c) in connection with Defective Mortgage Loans in such Loan Group,
        as
        applicable, the aggregate of the Purchase Prices and Substitution Adjustment
        Amounts deposited on the related Distribution Account Deposit Date, (d) on
        each
        Funding Period Distribution Date for that Loan Group, the amount, if any,
        transferred from the Capitalized Interest Account in respect of the Capitalized
        Interest Requirement with respect to the Mortgage Loans in that Loan Group,
        and
        (e) on the last Funding Period Distribution Date for that Loan Group, the
        amount, if any, transferred from the Pre-funding Account representing the
        Remaining Non-PO Pre-funded Amount for that Loan Group and the Remaining
        PO
        Pre-funded Amount for that Loan Group, if any; provided, however, that on
        a
        Senior Termination Date, Available Funds with respect to the Loan Group relating
        to the remaining Senior Certificate Group shall include the Available Funds
        from
        the other Loan Group after all distributions are made on the Senior Certificates
        of the other Senior Certificate Group and on any Distribution Date thereafter,
        Available Funds shall be calculated based upon all the Mortgage Loans in
        the
        Mortgage Pool, as opposed to the Mortgage Loans in the related Loan
        Group.

       

      Bankruptcy
        Code:  The United States Bankruptcy Reform Act of 1978, as
        amended.

       

      Book-Entry
        Certificates:  As specified in the Preliminary
        Statement.

       

      Business
        Day:  Any day other than (i) a Saturday or a Sunday, or (ii) a
        day on which banking institutions in the City of New York, New York, or the
        States of California or Texas 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 Class A and Class B Interests, treating each Class A Interest
        as having an interest rate of 0.00% per annum.

       

      Capitalized
        Advance:  With respect to any Mortgage Loan, any Advance or
        Servicing Advance that was made after the Closing Date and added to the unpaid
        principal balance of that Mortgage Loan in connection with a modification
        of the
        related Mortgage Note.

       

      Capitalized
        Interest
        Account: The separate Eligible Account designated as such and created and
        maintained by the Trustee pursuant to Section 3.05(h) hereof.  The
        Capitalized Interest Account shall be treated as an “outside reserve fund” under
        applicable Treasury regulations and shall not be part of the
        REMIC.  Except as provided in Section 3.05(h) hereof, any investment
        earnings on the amounts on deposit in the Capitalized Interest Account shall
        be
        treated as owned by the Depositor and will be taxable to the
        Depositor.

       

      Capitalized
        Interest Release
        Amount: With respect to any Supplemental Transfer Date, the amount
        specified as the “Capital Interest Release Amount” in the related Supplemental
        Transfer Agreement.

       

      Capitalized
        Interest
        Requirement:  With respect to each related Funding Period
        Distribution Date and Loan Group, the excess, if any, of (a) the sum of (1)
        the
        amount calculated pursuant to clause (i) of the definition of Class Optimal
        Interest Distribution Amount for each Class of Certificates (including, with
        respect to the Subordinated Certificates, the related Assumed Interest Amount
        of
        each such Class) in the Certificate Group related to such Loan Group for
        such
        Distribution Date, plus (2) the allocable portion of the Trustee Fee, over
        (b)
        with respect to each Mortgage Loan in that Loan Group, (1) 1/12 of the product
        of the related Adjusted Mortgage Rate and the related Stated Principal Balance
        as of the related Due Date (prior to giving effect to any Scheduled Payment
        due
        on such Mortgage Loan on such Due Date) and minus (2) any related reductions
        required by Section 4.02(d) hereof.  On the Closing 

       

       

      
        
          
          

        

        
          I-13

          
            

          

        

        
          
          

        

      

       

      Date,
        the
        amount deposited in the Capitalized Interest Account shall be $1,608,451.68
        of
        which $1,577,492.96 and $30,958.72 will be allocated to Loan Group 1 and
        Loan
        Group 2, respectively.

       

      Certificate:  Any
        one of the Certificates executed by the Trustee in substantially the forms
        attached hereto as exhibits.

       

      Certificate
        Account:  The separate Eligible Account or Accounts created and
        maintained by the Master Servicer pursuant to Section 3.05 with a depository
        institution in the name of the Master Servicer for the benefit of the Trustee
        on
        behalf of Certificateholders and designated “Countrywide Home Loans Servicing
        LP, in trust for the registered holders of CHL Mortgage Pass-Through Trust
        2007-21, Mortgage Pass-Through Certificates, Series 2007-21.”

       

      Certificate
        Balance:  With respect to any Certificate (other than the
        Notional Amount Certificates) at any date, the maximum dollar amount of
        principal to which the Holder thereof is then entitled hereunder, such amount
        being equal to the Denomination thereof (A) plus any increase in the Certificate
        Balance of each Certificate pursuant to Section 4.02 due to the receipt of
        Subsequent Recoveries, (B) minus the sum of (i) all distributions of principal
        previously made with respect thereto and (ii) all Realized Losses allocated
        thereto and, in the case of the Subordinated Certificates, all other reductions
        in Certificate Balance previously allocated thereto pursuant to Section 4.04
        and
        (C) in the case of any Class of Accrual Certificates, increased by the Accrual
        Amount added to the Class Certificate Balance of such Class prior to such
        date.  The Notional Amount Certificates have no Certificate
        Balances.

       

      Certificate
        Group:  The Group 1 Certificates or the Group 2 Certificates,
        as the context requires.

       

      Certificate
        Owner:  With respect to a Book-Entry Certificate, the Person
        who is the beneficial owner of such Book-Entry Certificate.  For the
        purposes of this Agreement, in order for a Certificate Owner to enforce any
        of
        its rights hereunder, it shall first have to provide evidence of its beneficial
        ownership interest in a Certificate that is reasonably satisfactory to the
        Trustee, the Depositor, and/or the Master Servicer, as applicable.

       

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

       

      Certificateholder
        or
Holder:  The
        person in whose name a Certificate is registered in the Certificate Register,
        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
        Percentage Interest evidenced thereby shall not be taken into account in
        determining whether the requisite amount of Percentage Interests necessary
        to
        effect such consent has been obtained; provided, however, that if any such
        Person (including the Depositor) owns 100% of the Percentage 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.

       

      Certification
        Party:  As defined in Section 11.05.

       

      Certifying
        Person:  As defined in Section 11.05.

       

       

      
        
          
          

        

        
          I-14

          
            

          

        

        
          
          

        

      

       

      Class:  All
        Certificates bearing the same class designation as set forth in the Preliminary
        Statement.

       

      Class Certificate
        Balance:  With respect to any Class and as to any date of
        determination, the aggregate of the Certificate Balances of all Certificates
        of
        such Class as of such date.

       

      Class Interest
        Shortfall:  As to any Distribution Date and Class, the amount
        by which the amount described in clause (i) of the definition of
        Class Optimal Interest Distribution Amount for such Class exceeds the
        amount of interest actually distributed on such Class on such Distribution
        Date pursuant to such clause (i).

       

      Class Optimal
        Interest
        Distribution Amount:  With respect to any Distribution Date and
        interest bearing Class or, with respect to any interest-bearing Component,
        the sum of (i) one month’s interest accrued during the related Interest Accrual
        Period at the Pass-Through Rate for such Class on the related
        Class Certificate Balance, Component Balance, Notional Amount or Component
        Notional Amount, as applicable, immediately prior to such Distribution Date,
        subject to reduction as provided in Section 4.02(d) and (ii) any
        Class Unpaid Interest Amounts for such Class or
        Component.  Interest on any Class of Certificates shall be calculated
        on the basis of a 360-day year consisting of twelve 30-day months.

       

      Class
        PO
        Certificates:  The Class 1-PO and Class 2-PO Certificates, as
        applicable.

       

      Class
        PO
        Component:  Not applicable.

       

      Class
        PO Deferred
        Amount:  As to any Distribution Date and Loan Group, the
        aggregate of the applicable PO Percentage of each Realized Loss on a Discount
        Mortgage Loan in that Loan Group to be allocated to the related Class of
        Class
        PO Certificates on such Distribution Date on or prior to the related Senior
        Credit Support Depletion Date or previously allocated to such Class PO
        Certificate and not yet paid to the Holders of the Class PO
        Certificates.

       

      Class Subordination
        Percentage:  With respect to any Distribution Date and each
        Class of Subordinated Certificates, the quotient (expressed as a
        percentage) of (a) the Class Certificate Balance of such Class of
        Subordinated Certificates immediately prior to such Distribution Date divided
        by
        (b) the aggregate Class Certificate Balance of all Classes of Senior
        Certificates and Subordinated Certificates immediately prior to such
        Distribution Date.

       

      Class Unpaid
        Interest
        Amounts:  As to any Distribution Date and Class of
        interest bearing Certificates, the amount by which the aggregate
        Class Interest Shortfalls for such Class on prior Distribution Dates
        exceeds the amount distributed on such Class on prior Distribution Dates
        pursuant to clause (ii) of the definition of Class Optimal Interest
        Distribution Amount.

       

      Closing
        Date:  December 28, 2007.

       

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

       

      COFI:  The
        Monthly Weighted Average Cost of Funds Index for the Eleventh District Savings
        Institutions published by the Federal Home Loan Bank of San
        Francisco.

       

      COFI
        Certificates:  As specified in the Preliminary
        Statement.

       

       

      
        
          
          

        

        
          I-15

          
            

          

        

        
          
          

        

      

       

      Combination
        Group:  The Class or Classes of Depositable Certificates and
        the related Class or Classes of Exchangeable Certificates included within
        any
        particular “Combination” specified in Schedule VII.

       

      Combined
        Certificates:  As specified in the Preliminary
        Statement.

       

      Combined
        Certificates
        Payment Rule:  Not applicable.

       

      Commission:  The
        U.S. Securities and Exchange Commission.

       

      Compensating
        Interest:  As to any Distribution Date and Loan Group an amount
        equal to the product of one-twelfth of 0.125% and the aggregate Stated Principal
        Balance of the Mortgage Loans in such Loan Group as of the Due Date in the
        prior
        calendar month.

       

      Component:  As
        specified in the Preliminary Statement.

       

      Component
        Balance:  With respect to any Component and any Distribution
        Date, the Initial Component Balance thereof on the Closing Date, (A) plus
        any
        increase in the Component Balance of such Component pursuant to Section 4.02
        due
        to the receipt of Subsequent Recoveries, (B) minus the sum of all amounts
        applied in reduction of the principal balance of such Component and Realized
        Losses allocated thereto on previous Distribution Dates.

       

      Component
        Certificates:  As specified in the Preliminary
        Statement.

       

      Component
        Notional
        Amount:  Not applicable.

       

      Coop
        Shares: Shares
        issued by a Cooperative Corporation.

       

      Cooperative
        Corporation: The entity that holds title (fee or an acceptable leasehold
        estate) to the real property and improvements constituting the Cooperative
        Property and which governs the Cooperative Property, which Cooperative
        Corporation must qualify as a Cooperative Housing Corporation under Section
        216
        of the Code.

       

      Cooperative
        Loan: Any
        Mortgage Loan secured by Coop Shares and a Proprietary Lease.

       

      Cooperative
        Property:
        The real property and improvements owned by the Cooperative Corporation,
        including the allocation of individual dwelling units to the holders of the
        Coop
        Shares of the Cooperative Corporation.

       

      Cooperative
        Unit: A
        single family dwelling located in a Cooperative Property.

       

      Corporate
        Trust
        Office:  The designated office of the Trustee in the State of
        New York at which 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, 4W, New York,
        New
        York 10286 (Attn:  Mortgage-Backed Securities Group, CWMBS, Inc.
        Series 2007-21), facsimile no. (212) 815-3986, and which is the address to
        which notices to and correspondence with the Trustee should be
        directed.

       

      Countrywide:  Countrywide
        Home Loans, Inc., a New York corporation, and its successors and assigns,
        in its
        capacity as the seller of the Countrywide Mortgage Loans to the
        Depositor.

       

       

      
        
          
          

        

        
          I-16

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      Cut-off
        Date:  With respect to any Initial Mortgage Loan, the Initial
        Cut-off Date. With respect to any Supplemental Mortgage Loan, the related
        Supplemental Cut-off Date.

       

      Cut-off
        Date
        Pool Principal Balance:  An amount equal to
        the sum
        of (x) the Initial Cut-off Date Pool Principal Balance plus (y) the amount,
        if
        any, deposited in the Pre-funding Account on the Closing
        Date.

       

      Cut-off
        Date Principal
        Balance:  As to any Mortgage Loan, the Stated Principal Balance
        thereof as of the close of business on 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 reduction
        that results in a permanent forgiveness of principal.

       

      Defective
        Mortgage
        Loan:  Any Mortgage Loan that is required to be repurchased
        pursuant to Section 2.02 or 2.03.

       

      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 the 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 which is final and non-appealable in
        a
        proceeding under the Bankruptcy Code.

       

      Definitive
        Certificates:  Any Certificate evidenced by a Physical
        Certificate and any Certificate issued in lieu of a Book-Entry Certificate
        pursuant to Section 5.02(e).

       

      Delay
        Certificates:
        As specified in the Preliminary Statement.

       

      Delay
        Delivery
        Certification:  As defined in Section 2.02(a)
        hereof.

       

      Delay
        Delivery Mortgage
        Loans:  The Mortgage Loans for which all or a portion of a
        related Mortgage File is not delivered to the Trustee on the Closing Date
        or
        Supplemental Transfer Date, as applicable.  The number of Delay
        Delivery Mortgage Loans shall not exceed 50% of the aggregate
        number of
        Initial Mortgage Loans in each Loan Group as of the Closing Date and 90% of the Supplemental
        Mortgage
        Loans in each Loan Group conveyed on the related Supplemental Transfer
        Date.  To the extent that Countrywide Home Loans Servicing LP shall be
        in possession of any Mortgage Files with respect to any Delay Delivery Mortgage
        Loan, until delivery of such Mortgage File to the Trustee as provided in
        Section  2.01, Countrywide Home Loans Servicing LP shall hold such
        files as Master Servicer hereunder, as agent and in trust for the
        Trustee.

       

       

      
        
          
          

        

        
          I-17

          
            

          

        

        
          
          

        

      

       

      Deleted
        Mortgage
        Loan:  As defined in Section 2.03(c) hereof.

       

      Denomination:  With
        respect to each Certificate, the amount set forth on the face thereof as
        the
“Initial Certificate Balance of this Certificate” or the “Initial Notional
        Amount of this Certificate” or, if neither of the foregoing, the Percentage
        Interest appearing on the face thereof.

       

      Depositable
        Certificates:  As specified in the Preliminary
        Statement.

       

      Depositor:  CWMBS,
        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., as 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
        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:  As to any Distribution Date, the 22nd day of each month
        or if such 22nd day is not a Business Day the next preceding Business Day;
        provided, however, that if such 22nd day or such Business Day, whichever
        is
        applicable, is less than two Business Days prior to the related Distribution
        Date, the Determination Date shall be the first Business Day that is two
        Business Days preceding such Distribution Date.

       

      Discount
        Mortgage
        Loan:  Any Mortgage Loan in a Loan Group with an Adjusted Net
        Mortgage Rate that is less than the Required Coupon for that Loan
        Group.

       

      Distribution
        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 CHL Mortgage Pass-Through Trust 2007-21, Mortgage
        Pass-Through Certificates, Series 2007-21.”  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, 12:30 p.m. Pacific time on
        the Business Day immediately preceding such Distribution Date.

       

      Distribution
        Date:  The 25th day of each calendar month after the initial
        issuance of the Certificates, or if such 25th day is not a Business Day,
        the
        next succeeding Business Day, commencing in January 2008.

       

      Due
        Date:  With respect to any Distribution Date, the first day of
        the month in which that Distribution Date occurs.

       

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

       

      EDGAR:  The
        Commission’s Electronic Data Gathering, Analysis and Retrieval
        system.

       

       

      
        
          
          

        

        
          I-18

          
            

          

        

        
          
          

        

      

       

      Eligible
        Account:  Any of (i) an account or accounts maintained with a
        federal or state chartered depository institution or trust company the
        short-term unsecured debt obligations of which (or, in the case of a depository
        institution or trust company that does not have the requisite ratings and
        is the
        principal subsidiary of a holding company, the debt obligations of such holding
        company) have (a) the highest short-term ratings of Moody’s or Fitch and (b) (1)
        if such Eligible Account is not the Pre-Funding Account or the Capitalized
        Interest Account, one of the two highest short-term ratings of S&P (or, if
        such entity does not have a short-term rating from S&P, the long-term
        unsecured and unsubordinated debt obligations of such entity have a rating
        from
        S&P of at least “BBB+”) and (2) if such Eligible Account is the Pre-Funding
        Account or the Capitalized Interest Account, the highest short-term ratings
        of
        S&P (or, if such entity does not have a short-term rating from S&P, the
        long-term unsecured and unsubordinated debt obligations of such entity have
        a
        rating from S&P of at least “A+”) (ii) a segregated trust account or
        accounts maintained with the corporate trust department of a federal or state
        chartered depository institution subject to regulations regarding fiduciary
        funds on deposit similar to Title 12 of the Code of Federal Regulations,
        Chapter
        I, Part 9, Section 9.10(b), which has corporate trust powers, acting in its
        fiduciary capacity or (iii) any other account acceptable to each Rating
        Agency.  Eligible Accounts may bear interest, and may include, if
        otherwise qualified under this definition, accounts maintained with the
        Trustee.  In the event that the federal or state chartered depository
        institution or trust company maintaining an Eligible Account described in
        clause
        (i) above no longer satisfies the credit rating of S&P set forth in clause
        (i)(b)(1) above then the Person responsible for establishing such Eligible
        Account shall cause any amounts on deposit therein to be moved to another
        federal or state chartered depository institution or trust company satisfying
        such credit rating of S&P within 30 calendar days.  In the event
        that the federal or state chartered depository institution or trust company
        maintaining an Eligible Account described in clause (i) above no longer
        satisfies the credit rating of S&P set forth in clause (i)(b)(2) above then
        the Person responsible for establishing such Eligible Account shall cause
        any
        amounts on deposit therein to be moved to another federal or state chartered
        depository institution or trust company satisfying such credit rating of
        S&P
        within 60 calendar days.

       

      Eligible
        Repurchase
        Month:  As defined in Section 3.11 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 requirements of the Underwriter’s
        Exemption.

       

      ERISA-Restricted
        Certificate:  As specified in the Preliminary
        Statement.

       

      Escrow
        Account:  The Eligible Account or Accounts established and
        maintained pursuant to Section 3.06(a) hereof.

       

      ES
        Trust:  The separate trust created under this Agreement
        pursuant to Section 5.07(a).

       

      ES
        Trust
        Certificate:  Any Class of Certificates issued by the ES Trust
        and representing beneficial ownership of one or more uncertificated Master
        REMIC
        Interests held by such ES Trust.

       

      Event
        of
        Default:  As defined in Section 7.01 hereof.

       

      Excess
        Proceeds:  With respect to any Liquidated Mortgage Loan, the
        amount, if any, by which the sum of any Liquidation Proceeds received with
        respect to such Mortgage Loan during the calendar month in which such Mortgage
        Loan became a Liquidated Mortgage Loan plus any Subsequent Recoveries received
        with respect to such Mortgage Loan, net of any amounts previously reimbursed
        to
        the Master Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
        Loan pursuant to 

       

       

      
        
          
          

        

        
          I-19

          
            

          

        

        
          
          

        

      

       

      Section
        3.08(a)(iii), exceeds (i) the unpaid principal balance of such Liquidated
        Mortgage Loan as of the Due Date in the month in which such Mortgage Loan
        became
        a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Rate
        from
        the Due Date as to which interest was last paid or advanced (and not reimbursed)
        to Certificateholders up to the Due Date applicable to the Distribution Date
        immediately following the calendar month during which such liquidation
        occurred.

       

      Exchangeable
        Certificates:  As specified in the Preliminary
        Statement.

       

      Exchangeable
        Certificates
        Distribution Account:  The separate Eligible Account created
        and maintained by the Trustee on behalf of the ES Trust pursuant to Section
        5.07(a) in the name of the Trustee for the benefit of the Holders of the
        Exchangeable Certificates and designated “The Bank of New York in trust for
        registered Holders of CHL Mortgage Pass-Through Certificates, Series
        2007-21.”  Funds in the Exchangeable Certificates Distribution Account
        shall be held in trust for the Certificateholders for the uses and purposes
        set
        forth in this Agreement.

       

      Exchange
        Act:  The Securities Exchange Act of 1934, as amended, and the
        rules and regulations promulgated thereunder.

       

      Exchange
        Act
        Reports:  Any reports on Form 10-D, Form 8-K and Form 10-K
        required to be filed by the Depositor with respect to the Trust Fund under
        the
        Exchange Act.

       

      Exchange
        Date:  As defined in Section 5.07(e).

       

      Exchange
        Fee:  As defined in Section 5.07(e).

       

      Expense
        Rate:  As to each Mortgage Loan, the sum of the Master
        Servicing Fee Rate and the Trustee Fee Rate.

       

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

       

      FHLMC:  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.

       

      Final
        Certification:  As defined in Section 2.02(a)
        hereof.

       

      FIRREA:  The
        Financial Institutions Reform, Recovery, and Enforcement Act of
        1989.

       

      Fitch:  Fitch,
        Inc., or any successor thereto.  If Fitch is designated as a Rating
        Agency in the Preliminary Statement, for purposes of Section 10.05(b) the
        address for notices to Fitch shall be Fitch, Inc., One State Street Plaza,
        New York, New York  10004, Attention: Residential Mortgage
        Surveillance Group, or such other address as Fitch may hereafter furnish
        to the
        Depositor and the Master Servicer.

       

      FNMA:  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.

       

      Form
        10-D Disclosure
        Item:  With respect to any Person, any material litigation or
        governmental proceedings pending (a) against such Person, or (b) against
        any of
        the Trust Fund, the 

       

       

      
        
          
          

        

        
          I-20

          
            

          

        

        
          
          

        

      

       

      Depositor,
        the Trustee, the co-trustee, the Master Servicer or any Subservicer if such
        Person has actual knowledge thereof.

       

      Form
        10-K Disclosure
        Item:  With respect to any Person, (a) any Form 10-D Disclosure
        Item and (b) any affiliations or relationships between such Person and any
        Item
        1119 Party.

       

      Funding
        Period:  With respect to Loan Group 1, the period from the
        Closing Date until the earliest of (i) the date on which the amount on deposit
        in the Pre-funding Account allocated to Loan Group 1 is less than $150,000,
        (ii)
        an Event of Default occurs and (iii) February 28, 2008.  With respect
        to Loan Group 2, , the period from the Closing Date until the earliest of
        (i)
        the date on which the amount on deposit in the Pre-funding Account allocated
        to
        Loan Group 2 is less than $150,000, (ii) an Event of Default occurs and (iii)
        January 31, 2008.

       

      Funding
        Period Distribution
        Date:  Each Distribution Date during a Funding Period and, if
        that Funding Period ends after the Distribution Date in a month, the immediately
        succeeding Distribution Date.

       

      Grantor
        Trust:  A trust described in Section 671 of the Code, the items
        of income, deductions and credits of which must be included in computing
        the
        taxable income and credits of the person treated as the owner of such trust
        (either the grantor or other person designated under the Code.

       

      Group
        1 Mortgage
        Loans:  The Mortgage Loans in Loan Group 1.

       

      Group
        1 Senior
        Certificates:  As specified in the Preliminary
        Statement.

       

      Group
        2 Mortgage
        Loans:  The Mortgage Loans in Loan Group 2.

       

      Group
        2 Senior
        Certificates:  As specified in the Preliminary
        Statement.

       

      Index:  With
        respect to any Interest Accrual Period for the COFI Certificates, if any,
        the
        then-applicable index used by the Trustee pursuant to Section 4.07 to determine
        the applicable Pass-Through Rate for such Interest Accrual Period for the
        COFI
        Certificates.

       

      Indirect
        Participant:  A broker, dealer, bank or other financial
        institution or other Person that clears through or maintains a custodial
        relationship with a Depository Participant.

       

      Initial
        Certification:  As defined in Section 2.02(a)
        hereof.

       

      Initial
        Component
        Balance:  As specified in the Preliminary
        Statement.

       

      Initial
        Cut-off
        Date:  With respect to any Initial Mortgage Loan, the later of
        (i) the date of origination of such Mortgage Loan and (ii) December 1,
        2007.

       

      Initial
        Cut-off Date Pool
        Principal Balance:  $631,925,290.11.

       

      Initial
        Mortgage
        Loan:  As to any Mortgage Loan included in any Loan Group, a
        Mortgage Loan conveyed to the Trust Fund on the Closing Date pursuant to
        this
        Agreement as identified on the Mortgage Loan Schedule delivered to the Trustee
        on the Closing Date.

       

      Initial
        LIBOR
        Rate:  Not
        applicable.

       

       

      
        
          
          

        

        
          I-21

          
            

          

        

        
          
          

        

      

       

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

       

      Insurance
        Proceeds:  Proceeds paid by an insurer pursuant to any
        Insurance Policy, in each case other than any amount included in such Insurance
        Proceeds in respect of Insured Expenses.

       

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

       

      Interest
        Accrual
        Period:  With respect to each Class of Delay Certificates, its
        corresponding Master REMIC regular interest and any Distribution Date, the
        calendar month prior to the month of such Distribution Date.  With
        respect to any Class of Non-Delay Certificates, its corresponding Master
        REMIC
        regular interest and any Distribution Date, the one month period commencing
        on
        the 25th day of the month preceding the month in which such Distribution
        Date
        occurs and ending on the 24th day of the month in which such Distribution
        Date
        occurs.

       

      Interest
        Determination
        Date:  With respect to (a) any Interest Accrual Period for any
        LIBOR Certificates and (b) any Interest Accrual Period for the COFI Certificates
        for which the applicable Index is LIBOR, the second Business Day prior to
        the
        first day of such Interest Accrual Period.

       

      Item
        1119
        Party:  The Depositor, any Seller, the Master Servicer, the
        Trustee, any Subservicer, any originator identified in the Prospectus
        Supplement, and any other material transaction party, as identified in Exhibit
        X
        hereto, as updated pursuant to Section 11.04.

       

      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.

       

      Lender
        PMI Mortgage
        Loan:  Certain Mortgage Loans as to which the lender (rather
        than the borrower) acquires the Primary Insurance Policy and charges the
        related
        borrower an interest premium.

       

      LIBOR:  The
        London interbank offered rate for one-month United States dollar deposits
        calculated in the manner described in Section 4.08.

       

      LIBOR
        Certificates:  As specified in the Preliminary
        Statement.

       

      Limited
        Exchange Act
        Reporting Obligations:  The obligations of the Master Servicer
        under Section 3.16(b), Section 6.02 and Section 6.04 with respect to notice
        and
        information to be provided to the Depositor and Article XI (except Section
        11.07(a)(1) and (2)).

       

      Liquidated
        Mortgage
        Loan:  With respect to any Distribution Date, a defaulted
        Mortgage Loan (including any REO Property) that was liquidated in the calendar
        month preceding the month of such Distribution Date and as to which the Master
        Servicer has determined (in accordance with this Agreement) that it has received
        all amounts it expects to receive in connection with the liquidation of such
        Mortgage Loan, including the final disposition of an REO Property.

       

      Liquidation
        Proceeds:  Amounts, including Insurance Proceeds, received in
        connection with the partial or complete liquidation of defaulted Mortgage
        Loans,
        whether through trustee’s sale, foreclosure sale or otherwise or amounts
        received in connection with any condemnation or partial release 

       

       

      
        
          
          

        

        
          I-22

          
            

          

        

        
          
          

        

      

       

      of
        a
        Mortgaged Property and any other proceeds received in connection with an
        REO
        Property, less the sum of related unreimbursed Master Servicing Fees, Servicing
        Advances and Advances.

       

      Loan
        Group:  Each of Loan Group 1 or Loan Group 2, as
        applicable.

       

      Loan
        Group
        1:  All Mortgage Loans identified as Group 1 Mortgage Loans on
        the Mortgage Loan Schedule.

       

      Loan
        Group
        2:  All Mortgage Loans identified as Group 2 Mortgage Loans on
        the Mortgage Loan Schedule.

       

      Loan
        Group Principal
        Balance:  As to any Distribution Date and Loan Group, the
        aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group
        as
        of the Due Date in the month preceding the month of the Distribution Date
        (after
        giving effect to Principal Prepayments received in the Prepayment Period
        related
        to such prior Due Date) plus the amount, if any, on deposit in the Pre-funding
        Account with respect to that Loan Group.

       

      Loan-to-Value
        Ratio:  With respect to any Mortgage Loan and as to any date of
        determination, the fraction (expressed as a percentage) the numerator of
        which
        is the principal balance of the related Mortgage Loan at such date of
        determination and the denominator of which is the Appraised Value of the
        related
        Mortgaged Property.

       

      Lost
        Mortgage
        Note:  Any Mortgage Note the original of which was permanently
        lost or destroyed and has not been replaced.

       

      Maintenance:  With
        respect to any Cooperative Unit, the rent paid by the Mortgagor to the
        Cooperative Corporation pursuant to the Proprietary Lease.

       

      Majority
        in
        Interest:  As to any Class of Regular Certificates, the
        Holders of Certificates of such Class evidencing, in the aggregate, at
        least 51% of the Percentage Interests evidenced by all Certificates of such
        Class.

       

      Master
        REMIC:  As described in the Preliminary Statement.

       

      Master
        REMIC
        Interest:  As specified in the Preliminary
        Statement.

       

      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, 12:30 p.m. Pacific time on
        the Business Day immediately preceding such Distribution Date.

       

      Master
        Servicing
        Fee:  As to each Mortgage Loan and any Distribution Date, an
        amount payable out of each full payment of interest received on such Mortgage
        Loan and equal to one-twelfth of the Master Servicing Fee Rate multiplied by the Stated
        Principal Balance of such Mortgage Loan as of the Due Date in the month
        preceding the month of such Distribution Date, subject to reduction as provided
        in Section 3.14.

       

      Master
        Servicing Fee
        Rate:  With respect to each Mortgage Loan, the per annum rate
        set forth on
        the Mortgage Loan Schedule.

       

       

      
        
          
          

        

        
          I-23

          
            

          

        

        
          
          

        

      

       

      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
        System.

       

      MERS
®
        System:  The system of recording transfers of mortgages
        electronically maintained by MERS.

       

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

       

      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 4.06.

       

      Moody’s:  Moody’s
        Investors Service, Inc., or any successor thereto.  If Moody’s is
        designated as a Rating Agency in the Preliminary Statement, for purposes
        of
        Section 10.05(b) the address for notices to Moody’s shall be Moody’s Investors
        Service, Inc., 99 Church Street, New York, New York 10007, Attention:
        Residential Pass-Through Monitoring, or such other address as Moody’s may
        hereafter furnish to the Depositor or the Master Servicer.

       

      Mortgage:  The
        mortgage, deed of trust or other instrument creating a first lien on an estate
        in fee simple or leasehold interest 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
        Loans:  Such of the mortgage loans as from time to time are
        transferred and assigned to the Trustee pursuant to the provisions hereof
        or any
        Supplemental Transfer Agreement and that are held as a 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.

       

      Mortgage
        Loan
        Schedule:  The list of Mortgage Loans (as from time to time
        amended by the Master Servicer to reflect the addition of Substitute Mortgage
        Loans, the addition of any Supplemental Mortgage Loans pursuant to the
        provisions of this Agreement and any Supplemental Transfer Agreement and
        the
        deletion of Deleted Mortgage Loans pursuant to the provisions of this Agreement)
        transferred to the Trustee as part of the Trust Fund and from time to time
        subject to this Agreement, attached hereto as Schedule I, setting forth the
        following information with respect to each Mortgage Loan by Loan
        Group:

       

      
        	
                 

              	
                (i)

              	
                the
                  loan number; 

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  Mortgagor’s name and the street address of the Mortgaged Property,
                  including the zip code; 

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  maturity date; 

              


      

       

       

      
        
          
          

        

        
          I-24

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (iv)

              	
                the
                  original principal balance; 

              


      

       

      
        	
                 

              	
                (v)

              	
                the
                  Cut-off Date Principal Balance; 

              


      

       

      
        	
                 

              	
                (vi)

              	
                the
                  first payment date of the Mortgage Loan;


              


      

       

      
        	
                 

              	
                (vii)

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

              


      

       

      
        	
                 

              	
                (viii)

              	
                the
                  Loan-to-Value Ratio at origination;


              


      

       

      
        	
                 

              	
                (ix)

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

              


      

       

      
        	
                 

              	
                (x)

              	
                a
                  code indicating whether the residential dwelling is either (a)
                  a detached
                  single family dwelling (b) a dwelling in a de minimis PUD, (c)
                  a
                  condominium unit or PUD (other than a de minimis PUD), (d) a two-
                  to
                  four-unit residential property or (e) a Cooperative Unit;
                  

              


      

       

      
        	
                 

              	
                (xi)

              	
                the
                  Mortgage Rate; 

              


      

       

      
        	
                 

              	
                (xii)

              	
                a
                  code indicating whether the Mortgage Loan is a Countrywide Mortgage
                  Loan,
                  a Park Granada Mortgage Loan, a Park Monaco Mortgage Loan or a
                  Park Sienna
                  Mortgage Loan; 

              


      

       

      
        	
                 

              	
                (xiii)

              	
                a
                  code indicating whether the Mortgage Loan is a Lender PMI Mortgage
                  Loan
                  and, in the case of any Lender PMI Mortgage Loan, a percentage
                  representing the amount of the related interest premium charged
                  to the
                  borrower; 

              


      

       

      
        	
                 

              	
                (xiv)

              	
                the
                  purpose for the Mortgage Loan; 

              


      

       

      
        	
                 

              	
                (xv)

              	
                the
                  type of documentation program pursuant to which the Mortgage Loan
                  was
                  originated; 

              


      

       

      
        	
                 

              	
                (xvi)

              	
                the
                  Master Servicing Fee Rate; and 

              


      

       

      
        	
                 

              	
                (xvii)

              	
                a
                  code indicating whether the Mortgage Loan is a MERS Mortgage Loan.
                  

              


      

       

      Such
        schedule shall also set forth the total of the amounts described under (iv)
        and
        (v) above for all of the Mortgage Loans and for each Loan
        Group.  Countrywide shall update the Mortgage Loan Schedule in
        connection with each Supplemental Transfer Agreement within a reasonable
        period
        of time after delivery to it of the Schedule of Supplemental Mortgage Loans
        attached to the related Supplemental Transfer Agreement as Schedule A
        thereto.

       

      Mortgage
        Note:  The original executed note or other evidence of
        indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
        Loan
        together with any modification or waiver contained in the related Mortgage
        File.

       

      Mortgage
        Rate:  The annual rate of interest borne by a Mortgage Note
        from time to time, net of any interest premium charged by the mortgagee to
        obtain or maintain any Primary Insurance Policy.

       

       

      
        
          
          

        

        
          I-25

          
            

          

        

        
          
          

        

      

       

      Mortgaged
        Property:  The underlying property securing a Mortgage Loan,
        which, with respect to a Cooperative Loan, is the related Coop Shares and
        Proprietary Lease.

       

      Mortgagor:  The
        obligor(s) on a Mortgage Note.

       

      MR-A-R
        Interest:  As specified in the Preliminary
        Statement.

       

      National
        Cost of Funds
        Index:  The National Monthly Median Cost of Funds Ratio to
        SAIF-Insured Institutions published by the Office of Thrift
        Supervision.

       

      Net
        Prepayment Interest
        Shortfalls:  As to any Distribution Date and Loan Group, the
        amount by which the aggregate of the Prepayment Interest Shortfalls for such
        Loan Group and Distribution Date exceeds an amount equal to the sum of (a)
        the
        Compensating Interest for such Loan Group and Distribution Date and (b) the
        excess, if any, of the Compensating Interest for the other Loan Group for
        such
        Distribution Date over the Prepayment Interest Shortfalls for such other
        Loan
        Group and Distribution Date.

       

      Non-Delay
        Certificates:  As specified in the Preliminary
        Statement.

       

      Non-Discount
        Mortgage
        Loan:  Any Mortgage Loan in a Loan Group with an Adjusted Net
        Mortgage Rate that is greater than or equal to the Required Coupon for such
        Loan
        Group.

       

      Non-PO
        Formula Principal
        Amount:  As to any Distribution Date and Loan Group, the sum of
        (i) the sum of the applicable Non-PO Percentage of (a) the principal portion
        of
        each Scheduled Payment (without giving effect to any reductions thereof caused
        by any Debt Service Reductions or Deficient Valuations) due on each Mortgage
        Loan in the related Loan Group on the related Due Date, (b) the Stated Principal
        Balance of each Mortgage Loan in the related Loan Group that was repurchased
        by
        a Seller or purchased by the Master Servicer pursuant to this Agreement as
        of
        such Distribution Date, (c) the Substitution Adjustment Amount in connection
        with any Deleted Mortgage Loan in such Loan Group received with respect to
        such
        Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable
        to recoveries of principal of Mortgage Loans in the related Loan Group that
        are
        not yet Liquidated Mortgage Loans received during the calendar month preceding
        the month of such Distribution Date, (e) with respect to each Mortgage Loan
        in a
        Loan Group that became a Liquidated Mortgage Loan during the calendar month
        preceding the month of such Distribution Date, the amount of the Liquidation
        Proceeds allocable to principal received during the calendar month preceding
        the
        month of such Distribution Date with respect to such Mortgage Loan and (f)
        all
        Principal Prepayments for such Loan Group received during the related Prepayment
        Period, (ii) (A) any Subsequent Recoveries received on the Mortgage Loans
        in
        that Loan Group during the calendar month preceding the month of such
        Distribution Date, or (B) with respect to Subsequent Recoveries attributable
        to
        a Discount Mortgage Loan in such Loan Group that incurred a Realized Loss
        after
        the Senior Credit Support Depletion Date, the Non-PO Percentage of any such
        Subsequent Recoveries received during the calendar month preceding the month
        of
        such Distribution Date and (iii) with respect to the last Funding Period
        Distribution Date for that Loan Group, the Remaining Non-PO Pre-funded Amount
        allocated to that Loan Group.

       

      Non-PO
        Percentage:  As to any Discount Mortgage Loan in a Loan Group,
        a fraction (expressed as a percentage) the numerator of which is the Adjusted
        Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which
        is
        the Required Coupon for such Loan Group.  As to any Non-Discount
        Mortgage Loan, 100%.

       

      Non-PO
        Pool
        Balance:  As to any Loan Group and any Due Date, the amount
        equal to the excess, if any, of (i) the aggregate Stated Principal Balance
        of
        all Mortgage Loans in that Loan Group 

       

       

      
        
          
          

        

        
          I-26

          
            

          

        

        
          
          

        

      

       

      over
        (ii)
        the sum of the PO Percentage of the Stated Principal Balance of each Discount
        Mortgage Loan in that Loan Group.

       

      Nonrecoverable
        Advance:  Either (i) 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 be ultimately recoverable by the Master
        Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise
        or (ii) a Capitalized Advance.

       

      Notice
        of Final
        Distribution:  The notice to be provided pursuant to Section
        9.02 to the effect that final distribution on any of the Certificates shall
        be
        made only upon presentation and surrender thereof.

       

      Notional
        Amount:  With respect to the Interest Accrual Period for any
        Distribution Date and:

       

      
        
          	
                	
                          (i)

                	
                  the
                    Class 1-X Certificates, the aggregate Stated Principal Balance
                    of the
                    Non-Discount Mortgage Loans in Loan Group 1 as of the Due Date
                    in the
                    preceding calendar month (after giving effect to Principal Prepayments
                    received in the Prepayment Period related to such prior Due Date);
                    and
                    

                


        

      

       

      
        
          	
                	
                          (ii)

                	
                  the
                    Class 2-X Certificates, the aggregate Stated Principal Balance
                    of the
                    Non-Discount Mortgage Loans in Loan Group 2 as of the Due Date
                    in the
                    preceding calendar month (after giving effect to Principal Prepayments
                    received in the Prepayment Period related to such prior Due
                    Date).

                


        

      

       

      Notional
        Amount
        Certificates:  As specified in the Preliminary
        Statement.

       

      Offered
        Certificates:  As specified in the Preliminary
        Statement.

       

      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, (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 or (iv) in the case of any other Person,
        signed by an authorized officer of such Person.

       

      Opinion
        of
        Counsel:  A written opinion of counsel, who may be counsel for
        a Seller, the Depositor or the Master Servicer, including, in-house counsel,
        reasonably acceptable to the Trustee; provided, however, that with respect
        to
        the interpretation or application of the REMIC Provisions, such counsel must
        (i)
        in fact be independent of a Seller, the Depositor and the Master Servicer,
        (ii)
        not have any direct financial interest in a Seller, the Depositor or the
        Master
        Servicer or in any affiliate thereof, and (iii) not be connected with a Seller,
        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 created hereunder in
        connection with the purchase of the Mortgage Loans pursuant to Section 9.01(a)
        hereof.

       

      
        
          
          

        

        
          I-27

          
            

          

        

        
          
          

        

      

       

       

      Original
        Applicable Credit
        Support Percentage:  With respect to each of the following
        Classes of Certificates, the corresponding percentage described below, as
        of the
        Closing Date:

       

      
        	
                
                

                
                

                
                

                Class
                  of
                  Certificates

              	 	 	 	
                Original
                  Applicable Credit Support

                 Percentage

              
	
                Class
                  M

              	 	 	 	 	3.25	%
	
                Class
                  B-1

              	 	 	 	 	1.60	%
	
                Class
                  B-2

              	 	 	 	 	1.10	%
	
                Class
                  B-3

              	 	 	 	 	0.85	%
	
                Class
                  B-4

              	 	 	 	 	0.50	%
	
                Class
                  B-5

              	 	 	 	 	0.40	%


      

      


       

      Original
        Mortgage
        Loan:  The mortgage loan refinanced in connection with the
        origination of a Refinancing Mortgage Loan.

       

      Original
        Subordinate
        Principal Balance:  For any Distribution Date (a) on or prior
        to a Senior Termination Date, the Subordinated Percentage for a Loan Group
        of
        the aggregate of the applicable Non-PO Percentage of the Stated Principal
        Balances of the Mortgage Loans in such Loan Group, in each case as of the
        Cut-off Date; or (b) after a Senior Termination Date, the aggregate Class
        Certificate Balance of the Subordinated Certificates as of the Closing
        Date.

       

      OTS:  The
        Office of Thrift Supervision.

       

      Outside
        Reference
        Date:  As to any Interest Accrual Period for the COFI
        Certificates, the close of business on the tenth day thereof.

       

      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 Due Date, a Mortgage Loan with a Stated
        Principal Balance greater than zero, which was not the subject of a Principal
        Prepayment in Full prior to such Due Date or during the Prepayment Period
        related to such Due Date and which did not become a Liquidated Mortgage Loan
        prior to such Due Date.

       

      Overcollateralized
        Group:  As defined in Section 4.05.

       

      Ownership
        Interest:  As to any Residual 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
        Granada:  Park Granada LLC, a Delaware limited liability
        company, and its successors and assigns, in its capacity as the seller of
        the
        Park Granada Mortgage Loans to the Depositor.

       

       

      
        
          
          

        

        
          I-28

          
            

          

        

        
          
          

        

      

       

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

       

      Park
        Monaco:  Park Monaco Inc., a Delaware corporation, and its
        successors and assigns, in its capacity as the seller of the Park Monaco
        Mortgage Loans to the Depositor.

       

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

       

      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:  For any interest-bearing Class of Certificates (other
        than any Class of Subordinated Certificates), the per annum rate set forth
        or
        calculated in the manner described in the Preliminary Statement.  For
        any Class of Subordinated Certificates, the Subordinate Pass-Through
        Rate.

       

      Percentage
        Interest:  As to any Certificate, the percentage interest
        evidenced thereby in distributions required to be made on the related Class,
        such percentage interest being set forth on the face thereof or equal to
        the
        percentage obtained by dividing the Denomination of such Certificate by the
        aggregate of the Denominations of all Certificates of the same
        Class.

       

      Performance
        Certification:  As defined in Section 11.05.

       

      Permitted
        Investments:  At any time, any one or more of the following
        obligations and securities, each of which shall mature no later than 60 days
        after acquisition:

       

      
        	
                 

              	
                (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 will not result in
                  the
                  downgrading or withdrawal of the ratings then assigned to the Certificates
                  by such Rating Agency; 

              


      

       

      
        	
                 

              	
                (iii)

              	
                commercial
                  or finance company paper that is then receiving the highest commercial
                  or
                  finance company paper rating of each Rating Agency, or such lower
                  rating
                  as will not result in the downgrading or withdrawal of the ratings
                  then
                  assigned to the Certificates by such Rating Agency;
                  

              


      

       

      
        	
                 

              	
                (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 
                  

              


      

       

       

      
        
          
          

        

        
          I-29

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                   

                	
                  rated
                    one of the two highest long-term and the highest short-term ratings
                    of
                    each Rating Agency for such securities, or such lower ratings
                    as will not
                    result in the downgrading or withdrawal of the rating then assigned
                    to the
                    Certificates by such Rating Agency;


                


        

         

      

      
        	
                 

              	
                (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)

              	
                units
                  of a taxable money-market portfolio having the highest rating assigned
                  by
                  each Rating Agency (except if Fitch is a Rating Agency and has
                  not rated
                  the portfolio, the highest rating assigned by Moody’s) and restricted to
                  obligations issued or guaranteed by the United States of America
                  or
                  entities whose obligations are backed by the full faith and credit
                  of the
                  United States of America and repurchase agreements collateralized
                  by such
                  obligations; and 

              


      

       

      
        	
                 

              	
                (vii)

              	
                such
                  other relatively risk free investments 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 either Rating Agency, as evidenced by a signed writing delivered
                  by
                  such Rating Agency 

              


      

       

      provided,
        that no such instrument shall be a Permitted Investment if such instrument
        evidences the right to receive interest only payments with respect to the
        obligations underlying such instrument.

       

      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)(l) of the Code) with respect to
        any
        Residual 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 created or organized in or under the laws of the United States, any
        State
        thereof or the District of Columbia, or an estate or trust 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 the authority to control
        all substantial decisions of the trust unless such Person has furnished the
        transferor and the Trustee with a duly completed Internal Revenue Service
        Form
        W-8ECI or any applicable successor form, and (vii) any other Person so
        designated by the Depositor based upon an Opinion of Counsel that the Transfer
        of an Ownership Interest in a Residual Certificate to such Person may cause
        any
        REMIC hereunder to fail to qualify as a REMIC at any time that the 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.

       

       

      
        
          
          

        

        
          I-30

          
            

          

        

        
          
          

        

      

       

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

       

      Physical
        Certificate:  As specified in the Preliminary
        Statement.

       

      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 §2510.3-101 or otherwise under ERISA) of
        such an employee benefit plan or plan.

       

      Planned
        Balance:  With respect to any group of Planned Principal
        Classes or Components in the aggregate and any Distribution Date appearing
        in
        Schedule V hereto, the Aggregate Planned Balance for such group and Distribution
        Date.  With respect to any other Planned Principal Class or Component
        and any Distribution Date appearing in Schedule V hereto, the applicable
        amount
        appearing opposite such Distribution Date for such Class or
        Component.

       

      Planned
        Principal
        Classes:  As specified in the Preliminary
        Statement.

       

      PO
        Formula Principal
        Amount:  As to any Distribution Date and the related Class of
        Class PO Certificates, the sum of (i) the sum of the applicable PO Percentage
        of
        (a) the principal portion of each Scheduled Payment (without giving effect
        to
        any reductions thereof caused by any Debt Service Reductions or Deficient
        Valuations) due on each Mortgage Loan in the related Loan Group on the related
        Due Date, (b) the Stated Principal Balance of each Mortgage Loan in the related
        Loan Group that was repurchased by a Seller or purchased by the Master Servicer
        pursuant to this Agreement as of such Distribution Date, (c) the Substitution
        Adjustment Amount in connection with any Deleted Mortgage Loan in the related
        Loan Group received with respect to such Distribution Date, (d) any Insurance
        Proceeds or Liquidation Proceeds allocable to recoveries of principal of
        Mortgage Loans in the related Loan Group that are not yet Liquidated Mortgage
        Loans received during the calendar month preceding the month of such
        Distribution Date, (e) with respect to each Mortgage Loan in the related
        Loan
        Group that became a Liquidated Mortgage Loan during the calendar month preceding
        the month of such Distribution Date, the amount of Liquidation Proceeds
        allocable to principal received with respect to such Mortgage Loan during
        the
        calendar month preceding the month of such Distribution Date with respect
        to
        such Mortgage Loan, and (f) all Principal Prepayments with respect to the
        Mortgage Loans in the related Loan Group received during the related Prepayment
        Period, (ii) with respect to Subsequent Recoveries attributable to a Discount
        Mortgage Loan in the related Loan Group that incurred a Realized Loss after
        the
        Senior Credit Support Depletion Date, the PO Percentage of any such Subsequent
        Recoveries on the Mortgage Loans in such Loan Group received during the calendar
        month preceding the month of such Distribution Date and (iii) with respect
        to
        the last Funding Period Distribution Date for the related Loan Group, the
        Remaining PO Pre-funded Amount allocated to that Loan Group.

       

      PO
        Percentage:  As to any Discount Mortgage Loan in a Loan Group,
        a fraction (expressed as a percentage) the numerator of which is the excess
        of
        the Required Coupon for such Loan Group over the Adjusted Net Mortgage Rate
        of
        such Discount Mortgage Loan and the denominator of which is such Required
        Coupon.  As to any Non-Discount Mortgage Loan, 0%.

       

      PO
        Sublimit:  $2,390,627, of which $2,353,214 and $37,413 will be
        allocated to Loan Group 1 and Loan Group 2, respectively.

       

      Pool
        Characteristics:  With respect to Loan Group 1 and Loan Group 2
        as of the Cut-off Date, the characteristics set forth in the sixth bullet
        point
        under “The Mortgage Pool—Conveyance of 

       

       

      
        
          
          

        

        
          I-31

          
            

          

        

        
          
          

        

      

       

      Supplemental
        Mortgage Loans” for Loan Group 1 and Loan Group 2 on pages S-40 and S-41 of the
        Prospectus Supplement.

       

      Pool
        Stated Principal
        Balance:  As of any date of determination, the aggregate Stated
        Principal Balance of the Outstanding Mortgage Loans plus the amount on deposit
        in the Pre-funding Account, exclusive of any investment income included
        therein.

       

      Pre-funded
        Amount:  The amount deposited in the Pre-funding Account on the
        Closing Date, which shall equal $152,974,709.89 of which $146,974,665.53
        and
        $6,000,044.36 will be allocated to Loan Group 1 and Loan Group 2,
        respectively.

       

      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 CHL Mortgage Pass-Through Trust 2007-21, Mortgage
        Pass-Through Certificates, Series 2007-21”  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 shall be
        for
        the account of the Depositor.

       

      Prepayment
        Charge:  With respect to any Mortgage Loan, the charges or
        premiums, if any, due in connection with a full or partial Principal Prepayment
        of such Mortgage Loan within the related Prepayment Charge Period in accordance
        with the terms thereof.

       

      Prepayment
        Charge
        Amount:  Not applicable.

       

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

       

      Prepayment
        Interest
        Excess:  As to any Principal Prepayment received by the Master
        Servicer from the first day through the fifteenth day of any calendar month
        (other than the calendar month in which the Cut-off Date occurs), all amounts
        paid by the related Mortgagor in respect of interest on such Principal
        Prepayment.

       

      Prepayment
        Interest
        Shortfall:  As to any Distribution Date, Mortgage Loan and
        Principal Prepayment received on or after the sixteenth day of the month
        preceding the month of such Distribution Date (or, in the case of the first
        Distribution Date, on or after December 1, 2007) and on or before the last
        day
        of the month preceding the month of such Distribution Date, the amount, if
        any,
        by which one month’s interest at the related Mortgage Rate, net of the Master
        Servicing Fee Rate, on such Principal Prepayment exceeds the amount of interest
        paid in connection with such Principal Prepayment.

       

      Prepayment
        Period:  As to any Distribution Date and the related Due Date,
        the period from the 16th day of the calendar month immediately preceding
        the
        month of such Distribution Date (or, in the case of the first Distribution
        Date,
        from December 1, 2007) through the 15th
        day of
        the calendar month of such Distribution Date.

       

      Prepayment
        Shift
        Percentage:  Not applicable.

       

      Primary
        Insurance
        Policy:  Each policy of primary mortgage guaranty insurance or
        any replacement policy therefor with respect to any Mortgage Loan.

       

       

      
        
          
          

        

        
          I-32

          
            

          

        

        
          
          

        

      

       

      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
        Only
        Certificates: As specified in the Preliminary Statement.

       

      Principal
        Prepayment:  Any payment of principal by a Mortgagor on a
        Mortgage Loan that is received in advance of its scheduled Due Date and is
        not
        accompanied by an amount 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
        Prepayment in
        Full:  Any Principal Prepayment made by a Mortgagor of the
        entire principal balance of a Mortgage Loan.

       

      Principal
        Relocation Payment:  A payment from any
        Loan
        Group to a SW REMIC regular interest other than a regular interest
        corresponding to that Loan Group as provided in the Preliminary
        Statement.  Principal Relocation
        Payments from a Loan Group shall be made of the amounts in respect of principal
        from the Mortgage Loans of the Loan Group and shall include a proportionate
        allocation of the Realized Losses from the Mortgage Loans of the Loan
        Group.

       

      Priority
        Amount:  Not
        applicable.

       

      Priority
        Percentage: Not
        applicable.

       

      Private
        Certificate:  As specified in the Preliminary
        Statement.

       

      Pro
        Rata
        Share:  As to any Distribution Date, the Subordinated Principal
        Distribution Amount and any Class of Subordinated Certificates, the portion
        of
        the Subordinated Principal Distribution Amount allocable to such Class, equal
        to
        the product of the Subordinated Principal Distribution Amount on such
        Distribution Date and a fraction, the numerator of which is the related
        Class Certificate Balance thereof and the denominator of which is the
        aggregate of the Class Certificate Balances of the Subordinated
        Certificates.

       

      Proprietary
        Lease:
        With respect to any Cooperative Unit, a lease or occupancy agreement between
        a
        Cooperative Corporation and a holder of related Coop Shares.

       

      Prospectus:  The
        prospectus dated July 27, 2007 generally relating to mortgage pass-through
        certificates to be sold by the Depositor.

       

      Prospectus
        Supplement:  The prospectus supplement dated December 27, 2007
        relating to the Offered Certificates.

       

      PUD:  Planned
        Unit Development.

       

      Purchase
        Price:  With respect to any Mortgage Loan required to be
        purchased by a Seller pursuant to Section 2.02 or 2.03 hereof or purchased
        at the option of the Master Servicer pursuant to Section 3.11, an amount
        equal to the sum of (i) 100% of the unpaid principal balance of the
        Mortgage Loan on the date of such purchase, (ii) accrued interest thereon
        at the applicable Mortgage Rate (or at the applicable Adjusted Mortgage Rate
        if
        (x) the purchaser is the Master Servicer or (y) if the purchaser is


       

       

      
        
          
          

        

        
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      Countrywide
        and Countrywide is an affiliate of the Master Servicer) from the date through
        which interest was last paid by the Mortgagor to the Due Date in the month
        in
        which the Purchase Price is to be distributed to Certificateholders and (iii)
        costs and damages incurred by the Trust Fund in connection with a repurchase
        pursuant to Section 2.03 hereof that arises out of a violation of any predatory
        or abusive lending law with respect to the related Mortgage Loan.

       

      Qualified
        Insurer:  A mortgage guaranty insurance company duly qualified
        as such under the laws of the state of its principal place of business and
        each
        state having jurisdiction over such insurer in connection with the insurance
        policy issued by such insurer, duly authorized and licensed in such states
        to
        transact a mortgage guaranty insurance business in such states and to write
        the
        insurance provided by the insurance policy issued by it, approved as a
        FNMA-approved mortgage insurer and having a claims paying ability rating
        of at
        least “AA” or equivalent rating by a nationally recognized statistical rating
        organization.  Any replacement insurer with respect to a Mortgage Loan
        must have at least as high a claims paying ability rating as the insurer
        it
        replaces had on the Closing Date.

       

      Rating
        Agency:  Each of the Rating Agencies specified in the
        Preliminary Statement.  If any such organization or a successor is no
        longer in existence, “Rating Agency” shall be such nationally recognized
        statistical rating organization, or other comparable Person, identified as
        a
        rating agency under the Underwriter’s Exemption, as is 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:  For each applicable Mortgage Loan, the following amount,
        calculated without duplication: (w) 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 the Liquidated Mortgage Loan as of the date of such
        liquidation, plus (ii) interest at the Adjusted Net Mortgage Rate from the
        Due
        Date as to which interest was last paid or advanced (and not reimbursed)
        to
        Certificateholders 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 from time to time, minus (iii) the Liquidation
        Proceeds, if any, received during the month in which such liquidation occurred,
        to the extent applied as recoveries of interest at the Adjusted Net Mortgage
        Rate and to principal of the Liquidated Mortgage Loan; (x) with respect to
        each
        Mortgage Loan that has become the subject of a Deficient Valuation, 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; (y) with respect to
        each
        Mortgage Loan that has been the subject of a Debt Service Reduction, the
        amount,
        if any, by which the principal portion of the related scheduled payment has
        been
        reduced; and (z) with respect to each Mortgage Loan that has been the subject
        of
        a modification that resulted in a permanent reduction in its principal balance
        or forgiveness of any accrued and unpaid interest, the amount of that reduction
        and/or forgiveness.

       

      To
        the
        extent the Master Servicer receives Subsequent Recoveries with respect to
        any
        Liquidated Mortgage Loan, the amount of the Realized Loss with respect to
        that
        Mortgage Loan will be reduced by such Subsequent Recoveries.

       

      Recognition
        Agreement: With respect to any Cooperative Loan, an agreement between the
        Cooperative Corporation and the originator of such Mortgage Loan that
        establishes the rights of such originator in the Cooperative
        Property.

       

      Record
        Date:  As to any Distribution Date, the close of business on
        the last Business Day of the month preceding the month of such Distribution
        Date.

       

       

      
        
          
          

        

        
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      Reference
        Bank:  As defined in Section 4.08(b).

       

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

       

      Regular
        Certificates:  As specified in the Preliminary
        Statement.

       

      Regulation
        AB:  Subpart 229.1100 – Asset Backed Securities (Regulation
        AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time,
        and subject to such clarification and interpretation as have been provided
        by
        the Commission in the adopting release (Asset-Backed Securities, Securities
        Act
        Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
        staff
        of the Commission, or as may be provided by the Commission or its staff from
        time to time.

       

      Relief
        Act:  The Servicemembers Civil Relief Act.

       

      Relief
        Act
        Reductions:  With respect to any Distribution Date and any
        Mortgage Loan as to which there has been a reduction in the amount of interest
        collectible thereon for the most recently ended calendar month as a result
        of
        the application of the Relief Act or any similar state laws, the amount,
        if any,
        by which (i) interest collectible on such Mortgage Loan for the most recently
        ended calendar month is less than (ii) interest accrued thereon for such
        month
        pursuant to the Mortgage Note.

       

      Remaining
        Non-PO Pre-funded
        Amount:  With respect to the last Funding Period Distribution
        Date for a Loan Group, the excess of the amount on deposit in the Pre-funding
        Account allocated to such Loan Group on such date over the aggregate Remaining
        PO Pre-funded Amount for that Loan Group.

       

      Remaining
        PO Pre-funded
        Amount:  With respect to the last Funding Period Distribution
        Date for a Loan Group, the excess of the related PO Sublimit, over the product
        of the applicable PO Percentage of the Stated Principal Balance of each
        Supplemental Mortgage Loan as of the related Supplemental Cut-off Date added
        to
        that Loan Group.

       

      REMIC:  A
        “real estate mortgage investment conduit” within the meaning of Section 860D of
        the Code.

       

      REMIC
        Change of
        Law:  Any proposed, temporary or final regulation, revenue
        ruling, revenue procedure or other official announcement or interpretation
        relating to REMICs and the REMIC Provisions issued after the Closing
        Date.

       

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

       

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

       

      Reportable
        Event:  Any event required to be reported on Form 8-K and, in
        any event, the following:

       

      (a)           
        entry into a definitive agreement related to the Trust Fund, the Certificates
        or
        the Mortgage Loans, or an amendment to a Transaction Document, even if the
        Depositor is not a 

       

       

      
        
          
          

        

        
          I-35

          
            

          

        

        
          
          

        

      

       

      party
        to
        such agreement (e.g., a servicing agreement with a servicer contemplated
        by Item
        1108(a)(3) of Regulation AB);

       

      (b)           
        termination of a Transaction Document (other than by expiration of the agreement
        on its stated termination date or as a result of all parties completing their
        obligations under such agreement), even if the Depositor is not a party to
        such
        agreement (e.g., a servicing agreement with a servicer contemplated by Item
        1108(a)(3) of Regulation AB);

       

      (c)           
        with respect to the Master Servicer only, if the Master Servicer becomes
        aware
        of any bankruptcy or receivership with respect to Countrywide, the Depositor,
        the Master Servicer, any Subservicer, the Trustee, any enhancement or support
        provider contemplated by Items 1114(b) or 1115 of Regulation AB, or any other
        material party contemplated by Item 1101(d)(1) of Regulation AB;

       

      (d)           
        with respect to the Trustee, the Master Servicer and the Depositor only,
        the
        occurrence of an early amortization, performance trigger or other event,
        including an Event of Default under this Agreement;

       

      (e)           
        the resignation, removal, replacement, substitution of the Master Servicer,
        any
        Subservicer or the Trustee;

       

      (f)           
        with respect to the Master Servicer only, if the Master Servicer becomes
        aware
        that (i) any material enhancement or support specified in Item 1114(a)(1)
        through (3) of Regulation AB or Item 1115 of Regulation AB that was previously
        applicable regarding one or more Classes of the Certificates has terminated
        other than by expiration of the contract on its stated termination date or
        as a
        result of all parties completing their obligations under such agreement;
        (ii)
        any material enhancement specified in Item 1114(a)(1) through (3) of Regulation
        AB or Item 1115 of Regulation AB has been added with respect to one or more
        Classes of the Certificates; or (iii) any existing material enhancement or
        support specified in Item 1114(a)(1) through (3) of Regulation AB or Item
        1115
        of Regulation AB with respect to one or more Classes of the Certificates
        has
        been materially amended or modified; and

       

      (g)           
        with respect to the Trustee, the Master Servicer and the Depositor only,
        a
        required distribution to Holders of the Certificates is not made as of the
        required Distribution Date under this Agreement.

       

      Reporting
        Subcontractor:  With respect to the Master Servicer or the
        Trustee, any Subcontractor determined by such Person pursuant to Section
        11.08(b) to be “participating in the servicing function” within the meaning of
        Item 1122 of Regulation AB.  References to a Reporting Subcontractor
        shall refer only to the Subcontractor of such Person and shall not refer
        to
        Subcontractors generally.

       

      Request
        for
        Release:  The request for release submitted by the Master
        Servicer to the Trustee, which at the Master Servicer’s option may be either in
        electronic form acceptable to the Trustee or substantially in the form of
        Exhibit M or N to this Agreement, as appropriate.

       

      Required
        Coupon:  With respect to the Mortgage Loans in Loan Group 1 and
        Loan Group 2, 6.25% and 6.00% per annum, respectively.

       

      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.

       

       

      
        
          
          

        

        
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      Residual
        Certificates:  As specified in the Preliminary
        Statement.

       

      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.

       

      Restricted
        Classes:  As defined in Section 4.02(e).

       

      S&P:  Standard
        & Poor’s, a division of The McGraw-Hill Companies, Inc.  If
        S&P is designated as a Rating Agency in the Preliminary Statement, for
        purposes of Section 10.05(b) the address for notices to S&P shall be
        Standard & Poor’s, 55 Water Street, New York, New York 10041, Attention:
        Mortgage Surveillance Monitoring, or such other address as S&P may hereafter
        furnish to the Depositor and the Master Servicer.

       

      Sarbanes-Oxley
        Certification:  As defined in Section 11.05.

       

      Schedule:  The
        Schedule set forth in Schedule V hereto.

       

      Scheduled
        Balances:  With respect to any group of Scheduled Principal
        Classes or Components in the aggregate and any Distribution Date appearing
        in
        Schedule V hereto, the Aggregate Scheduled Balance for such group and
        Distribution Date.  With respect to any other Scheduled Principal
        Class or Component and any Distribution Date appearing in Schedule V hereto,
        the
        applicable amount appearing opposite such Distribution Date for such Class
        or
        Component.

       

      Scheduled
        Principal
        Classes:  As specified in the Preliminary
        Statement.

       

      Scheduled
        Payment:  The scheduled monthly payment on a Mortgage Loan due
        on any Due Date allocable to principal and/or interest on such Mortgage Loan
        that, unless otherwise specified herein, shall give effect to any related
        Debt
        Service Reduction and any Deficient Valuation that affects the amount of
        the
        monthly payment due on such Mortgage Loan.

       

      Scheduled
        Principal
        Distribution Amount:  Not applicable.

       

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

       

      Seller:  Countrywide,
        Park Granada, Park Monaco or Park Sienna, as applicable.

       

      Senior
        Certificate
        Group:  As specified in the Preliminary Statement.

       

      Senior
        Certificates:  As specified in the Preliminary
        Statement.

       

      Senior
        Credit Support
        Depletion Date:  The date on which the Class Certificate
        Balance of each Class of Subordinated Certificates has been reduced to
        zero.

       

      Senior
        Percentage:  As to any Senior Certificate Group and
        Distribution Date, the percentage equivalent of a fraction the numerator
        of
        which is the aggregate Class Certificate Balance of the Senior Certificates
        of
        such Senior Certificate Group (other than the related Class of Class PO
        Certificates and Notional Amount Certificates) immediately prior to such
        Distribution Date and the denominator of which is the aggregate of the
        applicable Non-PO Percentage of the Stated Principal 

       

       

      
        
          
          

        

        
          I-37

          
            

          

        

        
          
          

        

      

       

      Balance
        of each Mortgage Loan in the related Loan Group as of the Due Date occurring
        in
        the month prior to the month of such Distribution Date (after giving effect
        to
        Principal Prepayments received in the Prepayment Period related to such prior
        Due Date); provided, however, that on any Distribution Date after a Senior
        Termination Date, the Senior Percentage for the Senior Certificates of the
        remaining Senior Certificate Group is the percentage equivalent of a fraction,
        the numerator of which is the aggregate Class Certificate Balance of the
        Senior
        Certificates of such remaining Senior Certificate Group (other than the related
        Class of Class PO Certificates and Notional Amount Certificates) immediately
        prior to such Distribution Date and the denominator of which is the aggregate
        Class Certificate Balance of all Classes of Senior and Subordinated Certificates
        (other than the related Class of Class PO Certificates and the Notional Amount
        Certificates), immediately prior to such Distribution Date.  In no
        event shall the Senior Percentage be greater than 100%.

       

      Senior
        Prepayment
        Percentage:  As to a Senior Certificate Group and any
        Distribution Date during the five years beginning on the first Distribution
        Date, 100%.  The
        Senior Prepayment Percentage for any Distribution Date occurring on or after
        the
        fifth anniversary of the first Distribution Date will, except as provided
        herein, be as follows: for any Distribution Date in the first year thereafter,
        the related Senior Percentage plus 70% of the related Subordinated
        Percentage for such Distribution Date; for any Distribution Date in the second
        year thereafter, the related Senior Percentage plus 60% of the related Subordinated
        Percentage for such Distribution Date; for any Distribution Date in the third
        year thereafter, the related Senior Percentage plus 40% of the related Subordinated
        Percentage for such Distribution Date; for any Distribution Date in the fourth
        year thereafter, the related Senior Percentage plus 20% of the related Subordinated
        Percentage for such Distribution Date; and for any Distribution Date thereafter,
        the related Senior Percentage for such Distribution Date (unless on any
        Distribution Date the Senior Percentage exceeds the initial Senior Percentage
        of
        such Senior Certificate Group, in which case the Senior Prepayment Percentage
        for each Senior Certificate Group for such Distribution Date will once again
        equal 100%).  Notwithstanding the foregoing, no decrease in any Senior
        Prepayment Percentage will occur unless both of the Senior Step Down Conditions
        are satisfied with respect to all of the Loan Groups.

       

      Senior
        Principal
        Distribution Amount:  As to any Distribution Date and Senior
        Certificate Group, the sum of (i) the related Senior Percentage of the
        applicable Non-PO Percentage of all amounts described in subclauses (a) through
        (d) of clause (i) of the definition of “Non-PO Formula Principal Amount” with
        respect to the related Loan Group for such Distribution Date, (ii) with respect
        to any Mortgage Loan in the related Loan Group that became a Liquidated Mortgage
        Loan during the calendar month preceding the month of such Distribution Date,
        the lesser of (x) the related Senior Percentage of the applicable Non-PO
        Percentage of the Stated Principal Balance of such Mortgage Loan and (y)
        the
        related Senior Prepayment Percentage of the applicable Non-PO Percentage
        of the
        amount of the Liquidation Proceeds allocable to principal received with respect
        to the Mortgage Loan and (iii) the sum of (x) the related Senior Prepayment
        Percentage of the applicable Non-PO Percentage of the amounts described in
        subclause (f) of clause (i) of the definition of “Non-PO Formula Principal
        Amount” with respect to the related Loan Group for such Distribution Date plus
        (y) on the last Funding Period Distribution Date for the related Loan Group,
        the
        amount, if any, of the Remaining Non-PO Pre-funded Amount with respect to
        that
        Loan Group plus (z) the related Senior Prepayment Percentage of any Subsequent
        Recoveries described in clause (ii) of the definition of “Non-PO Formula
        Principal Amount” for such Distribution Date ; provided, however, on any
        Distribution Date after a Senior Termination Date, the Senior Principal
        Distribution Amount for the remaining Senior Certificate Group will be
        calculated pursuant to the above formula based on all the Mortgage Loans
        in the
        Mortgage Pool, as opposed to the Mortgage Loans in the related Loan Group
        and,
        if such Distribution Date is a Senior Termination Date, shall be reduced
        by the
        amount of the principal distribution made pursuant to (a) if the Group 1
        Senior
        Certificates are reduced to zero on such date, Section 4.02(a)(1)(iv)(y)
        and (b)
        if the Group 2 Senior Certificates are reduced to zero on such date, Section
        4.02(a)(2)(iv)(y).

       

       

      
        
          
          

        

        
          I-38

          
            

          

        

        
          
          

        

      

       

      Senior
        Step Down
        Conditions:  With respect to the Mortgage Loans in a Loan
        Group: (i) the outstanding principal balance of all Mortgage Loans, without
        duplication, that either (x) are delinquent 60 days or more (including Mortgage
        Loans in foreclosure, REO Property and Mortgage Loans the Mortgagors of which
        are in bankruptcy) (averaged over the preceding six month period) or (y)
        have
        had their related Mortgage Note modified during the immediately preceding
        twelve
        calendar months other than Mortgage Loans that were purchased from the Trust
        Fund by a Seller or the Master Servicer or Mortgage Loans that were modified
        prior to the Closing Date, as a percentage of (a) if such date is on or prior
        to
        a Senior Termination Date, the Subordinated Percentage for such Loan Group
        of
        the aggregate of the applicable Non-PO Percentage of the Stated Principal
        Balance of each Mortgage Loan in that Loan Group, or (b) if such date is
        after a
        Senior Termination Date, the aggregate Class Certificate Balance of the
        Subordinated Certificates, does not equal or exceed 50%, and (ii) cumulative
        Realized
        Losses on the Mortgage Loans in such Loan Group do not exceed: (a) commencing
        with the Distribution Date on the fifth anniversary of the first Distribution
        Date, 30% of the Original
        Subordinate Principal Balance, (b) commencing with the Distribution Date
        on the
        sixth anniversary of the first Distribution Date, 35% of the Original Subordinate
        Principal Balance, (c) commencing with the Distribution Date on the seventh
        anniversary of the first Distribution Date, 40% of the Original Subordinate
        Principal Balance, (d) commencing with the Distribution Date on the eighth
        anniversary of the first Distribution Date, 45% of the Original Subordinate
        Principal Balance, and (e) commencing with the Distribution Date on the ninth
        anniversary of the first Distribution Date, 50% of the Original Subordinate
        Principal Balance.

       

      Senior
        Termination
        Date:  For any Senior Certificate Group, the Distribution Date
        on which the aggregate Class Certificate Balance of the Senior Certificates
        in
        such Senior Certificate Group (other than the related Class of Class PO
        Certificates) has been reduced to zero.

       

      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, including, but not limited to, the cost of (i)
        the
        preservation, restoration and protection of a Mortgaged Property, (ii) any
        expenses reimbursable to the Master Servicer pursuant to Section 3.11 and
        any
        enforcement or judicial proceedings, including foreclosures, (iii) the
        management and liquidation of any REO Property and (iv) compliance with the
        obligations under Section 3.09.

       

      Servicing
        Criteria:  The “servicing criteria” set forth in Item 1122(d)
        of Regulation AB.

       

      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.

       

      Shift
        Percentage: Not
        applicable.

       

      Startup
        Day:  The Closing Date.

       

      Stated
        Principal
        Balance:  As to any Mortgage Loan and Due Date, the unpaid
        principal balance of such Mortgage Loan as of such Due Date, as specified
        in the
        amortization schedule at the time relating thereto (before any adjustment
        to
        such amortization schedule by reason of any moratorium or similar waiver
        or
        grace period but after any adjustment thereto to reflect a Capitalized Advance
        or other loan modification) minus the sum of: (i) any previous partial Principal
        Prepayments and the payment of principal due on such Due Date, irrespective
        of
        any delinquency in payment by the related Mortgagor, (ii) Liquidation Proceeds
        allocable to principal (other than with respect to any Liquidated Mortgage
        Loan)
        received in the prior calendar month and Principal Prepayments received through
        the last day of the related Prepayment Period, in each case, with respect to
        that Mortgage Loan and (iii) any Realized Loss 

       

       

      
        
          
          

        

        
          I-39

          
            

          

        

        
          
          

        

      

       

      previously
        incurred in connection with a Deficient Valuation.  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.

       

      Streamlined
        Documentation
        Mortgage Loan:  Any Mortgage Loan originated pursuant to
        Countrywide’s Streamlined Loan Documentation Program then in
        effect.  For the purposes of this Agreement, a Mortgagor is eligible
        for a mortgage pursuant to Countrywide’s Streamlined Loan Documentation Program
        if that Mortgagor is refinancing an existing mortgage loan that was originated
        or acquired by Countrywide where, among other things, the mortgage loan has
        not
        been more than 30 days delinquent in payment during the previous twelve-month
        period.

       

      Subcontractor:  Any
        vendor, subcontractor or other Person that is not responsible for the overall
        servicing (as “servicing” is commonly understood by participants in the
        mortgage-backed securities market) of Mortgage Loans but performs one or
        more
        discrete functions identified in Item 1122(d) of Regulation AB with respect
        to
        Mortgage Loans under the direction or authority of the Master Servicer or
        a
        Subservicer or the Trustee, as the case may be.

       

      Subordinated
        Certificates:  As specified in the Preliminary
        Statement.

       

      Subordinated
        Percentage:  As to any Loan Group and Distribution Date on or
        prior to a Senior Termination Date, 100% minus the Senior Percentage for
        the
        Senior Certificate Group relating to such Loan Group for such Distribution
        Date.  As to any Distribution Date after a Senior Termination Date,
        100% minus the Senior Percentage for such Distribution Date.

       

      Subordinated
        Portion:  For any Distribution Date and Loan Group, an amount (not
        less than zero) equal to the aggregate Stated Principal Balance of the Mortgage
        Loans in that Loan Group as of the Due Date in the month prior to the month
        of
        such Distribution Date (after giving effect to Principal Prepayments in the
        Prepayment Period related to that prior Due Date), minus the aggregate
        Class
        Certificate Balance of the related Senior Certificates immediately prior
        to such
        Distribution Date.

       

      Subordinated
        Prepayment
        Percentage:  As to any Distribution Date and Loan Group, 100%
        minus the related Senior Prepayment Percentage for such Distribution
        Date.

       

      Subordinated
        Principal
        Distribution Amount:  With respect to any Distribution Date and
        Loan Group, an amount equal to the excess of (A) the sum, not less than zero,
        of
        (i) the Subordinated Percentage of the applicable Non-PO Percentage for such
        Loan Group of all amounts described in subclauses (a) through (d) of clause
        (i)
        of the definition of “Non-PO Formula Principal Amount” for such Distribution
        Date, (ii) with respect to each Mortgage Loan that became a Liquidated Mortgage
        Loan during the calendar month preceding the month of such Distribution Date,
        the applicable Non-PO Percentage of the amount of the Liquidation Proceeds
        allocated to principal received with respect thereto remaining after application
        thereof pursuant to clause (ii) of the definition of Senior Principal
        Distribution Amount, up to the Subordinated Percentage for such Loan Group
        of
        the applicable Non-PO Percentage of the Stated Principal Balance of such
        Mortgage Loan, (iii) the Subordinated Prepayment Percentage of the applicable
        Non-PO Percentage of all amounts described in subclause (f) of clause (i)
        of the
        definition of “Non-PO Formula Principal Amount” for such Loan Group and
        Distribution Date, and (iv) the related Subordinated Prepayment Percentage
        of
        any Subsequent Recoveries described in clause (ii) of the definition of “Non-PO
        Formula Principal Amount” for such Distribution Date, over (B) the amount of any
        payments in respect of Class PO Deferred Amounts for the related Class of
        Class
        PO Certificates on the related Distribution Date, provided, however, that
        on any
        Distribution Date after a Senior Termination Date, the Subordinated Principal
        Distribution Amount will not be calculated by Loan Group but will equal the
        amount calculated pursuant to the formula set forth above based on the
        applicable Subordinated 

       

       

      
        
          
          

        

        
          I-40

          
            

          

        

        
          
          

        

      

       

      Percentage
        or Subordinated Prepayment Percentage, as applicable, for the Subordinated
        Certificates for such Distribution Date with respect to all of the Mortgage
        Loans as opposed to the Mortgage Loans in the related Loan Group.

       

      Subordinate
        Pass-Through
        Rate: For the Interest Accrual Period related to any Distribution Date,
        a
        per annum rate equal to (1) the sum of the following for each Loan Group:
        the
        product of (x) the Required Coupon of the Loan Group and (y) an amount equal
        to
        the aggregate Stated Principal Balance of the Mortgage Loans in that Loan
        Group
        as of the Due Date in the month prior to the month of that Distribution Date
        (after giving effect to Principal Prepayments in the Prepayment Period related
        to that prior Due Date),
        minus the aggregate Class Certificate Balance of the related Senior
        Certificates immediately prior to that Distribution Date, divided by (2)
        the
        aggregate Class Certificate Balance of the Subordinated Certificates immediately
        prior to that Distribution Date.  The Subordinate Pass-Through Rate
        for the Interest Accrual Period for the first Distribution Date is 6.22420%
        per
        annum.

       

      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) specifically
        related to such Liquidated Mortgage Loan.

       

      Subservicer:  Any
        person to whom the Master Servicer has contracted for the servicing of all
        or a
        portion of the Mortgage Loans pursuant to Section 3.02 hereof.

       

      Sub
        WAC (SW)
        REMIC:  As specified in the Preliminary Statement.

       

      Sub
        WAC
        (SW)  REMIC Interest:  As specified in the
        Preliminary Statement.

       

      Substitute
        Mortgage
        Loan:  A Mortgage Loan substituted by a Seller for a Deleted
        Mortgage Loan that must, on the date of such substitution, as confirmed in
        a
        Request for 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 more than 10% less than the Stated
        Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest
        at a
        rate no lower than and not more than 1% per annum higher
        than, that of
        the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than
        that
        of the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater
        than (and not more than one year less than that of) the Deleted Mortgage
        Loan;
        (v) not be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative
        Loan and (vi) comply with each representation and warranty set forth in Section
        2.03 hereof.

       

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

       

      Supplemental
        Cut-off
        Date:  With respect to any Supplemental Mortgage Loan, the
        later of (i) the date of origination of such Mortgage Loan and (ii) the first
        day of the month in which the related Supplemental Transfer Date
        occurs.

       

      Supplemental
        Mortgage
        Loan:  Any Mortgage Loan in a Loan Group other than an Initial
        Mortgage Loan conveyed to the Trust Fund pursuant to Section 2.01 hereof
        and to
        a Supplemental Transfer Agreement, which Mortgage Loan shall be listed on
        the
        revised Mortgage Loan Schedule delivered pursuant to this Agreement and on
        Schedule A to such Supplemental Transfer Agreement.  When used with
        respect to a single Supplemental Transfer Date, Supplemental Mortgage Loan
        shall
        mean a Supplemental Mortgage Loan conveyed to the Trust Fund on that
        Supplemental Transfer Date.

       

       

      
        
          
          

        

        
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      Supplemental
        Transfer
        Agreement:  A Supplemental Transfer Agreement substantially in
        the form of Exhibit P hereto, executed and delivered by the related Seller
        or
        Sellers, the Master Servicer, the Depositor and the Trustee as provided in
        Section 2.01 hereof.

       

      Supplemental
        Transfer
        Date:  For any Supplemental Transfer Agreement, the date the
        related Supplemental Mortgage Loans are transferred to the Trust Fund pursuant
        to that Supplemental Transfer Agreement.

       

      SW-A-R
        Interest:  As specified in the Preliminary
        Statement.

       

      Targeted
        Balance:  With respect to any group of Targeted Principal
        Classes or Components in the aggregate and any Distribution Date appearing
        in
        Schedule V hereto, the Aggregate Targeted Balance for such group and
        Distribution Date.  With respect to any other Targeted Principal Class
        or Component and any Distribution Date appearing in Schedule V hereto, the
        applicable amount appearing opposite such Distribution Date for such Class
        or
        Component.

       

      Targeted
        Principal
        Classes:  As specified in the Preliminary
        Statement.

       

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

       

      Tax
        Matters Person
        Certificate:  The Class A-R Certificate with a
        Denomination of $0.01.

       

      Tax
        Subordinate Pass-Through
        Rate:  The Subordinate Pass-Through Rate subject to a cap of
        15% per annum.

       

      Tracking
        Interests:  As specified in the Preliminary
        Statement.

       

      Transaction
        Documents:  This Agreement and any other document or agreement
        entered into in connection with the Trust Fund, the Certificates or the Mortgage
        Loans.

       

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

       

      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; (ii) the Certificate Account,
        the
        Distribution Account, the Exchangeable Certificates Distribution Account,
        the
        Pre-Funding Account, the Capitalized Interest 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; and (iv) all proceeds
        of
        the conversion, voluntary or involuntary, of any of the
        foregoing.  For the avoidance of doubt, the ES Trust, the Master
        REMIC, the Sub WAC REMIC and the assets held or deemed held thereby shall
        constitute a part of the Trust Fund.

       

      Trustee:  The
        Bank of New York and its successors and, if a successor trustee is appointed
        hereunder, such successor.

       

       

      
        
          
          

        

        
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      Trustee
        Advance
        Rate:  With respect to any Advance made by the Trustee pursuant
        to Section 4.01(b), 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, 0.009% per annum.

       

      Undercollateralized
        Group:  As defined in Section 4.05.

       

      Underwriter’s
        Exemption:  Prohibited Transaction Exemption 2007-5, 72 Fed.
        Reg. 13130 (2009), as amended (or any successor thereto), or any substantially
        similar administrative exemption granted by the U.S. Department of
        Labor.

       

      Underwriter(s):  As
        specified in the Preliminary Statement.

       

      Unscheduled
        Principal
        Distribution Amount:  Not applicable.

       

      Voting
        Rights:  The portion of the voting rights of all of the
        Certificates that is allocated to any Certificate.  As of any date of
        determination, (a) 1% of all Voting Rights shall be allocated to each Class
        of
        Senior Certificates that is a Class of Notional Amount Certificates, if any,
        and
        (b) the remaining Voting Rights (or 100% of the Voting Rights if there is
        no
        such Class of Senior Certificates) shall be allocated to the remaining Classes
        of Senior and Subordinated Certificates in proportion to the Class Certificate
        Balance of each such Class.  Each Class of Exchangeable Certificates
        will be allocated a proportionate share of the Voting Rights allocated to
        the
        related Class or Classes of Depositable Certificates that have been surrendered
        as provided in Section 5.07(e).  Voting Rights allocated to a Class of
        Certificates will be allocated among the Holders of the Certificates of that
        Class in accordance with their respective Percentage Interests.

       

      
        	
                 

              	
                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; (g)
        references to any Person include that Person’s permitted successors and assigns;
        and (h) a Mortgage Loan is “30 days delinquent” if any Scheduled Payment has not
        been received by the close of business on the day immediately preceding the
        Due
        Date on which the next Scheduled Payment is due.  Similarly for


       

       

       

      
        
          
          

        

        
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      “60
        days
        delinquent,” “90 days delinquent” and so on. Unless otherwise provided in this
        Agreement, the determination as to whether a Mortgage Loan falls into a
        delinquency category shall be made as of the close of business on the last
        day
        of each month prior to the date of determining the delinquency.

       

       

      
        
          
          

        

        
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      ARTICLE
        II


       

      CONVEYANCE
        OF MORTGAGE LOANS;

      REPRESENTATIONS
        AND WARRANTIES

       

      
        	
                 

              	
                SECTION
                  2.01.

              	
                Conveyance
                  of Mortgage
                  Loans. 

              


      

       

      (a)           
        Each Seller, concurrently with the execution and delivery hereof, hereby
        sells,
        transfers, assigns, sets over and otherwise conveys to the Depositor, without
        recourse, all its respective right, title and interest in and to the related
        Initial Mortgage Loans, including all interest and principal received or
        receivable by such Seller, on or with respect to the applicable Initial Mortgage
        Loans after the Initial Cut-off Date and all interest and principal payments
        on
        the related Initial Mortgage Loans received prior to the Initial Cut-off
        Date in
        respect of installments of interest and principal due thereafter, but not
        including payments of principal and interest due and payable on such Initial
        Mortgage Loans, on or before the Initial Cut-off Date. On or prior to the
        Closing Date, Countrywide shall deliver to the Depositor or, at the Depositor’s
        direction, to the Trustee or other designee of the Depositor, the Mortgage
        File
        for each Mortgage Loan listed in the Mortgage Loan Schedule (except that,
        in the
        case of the Delay Delivery Mortgage Loans (which may include Countrywide
        Mortgage Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and
        Park
        Sienna Mortgage Loans), such delivery may take place within thirty (30) days
        following the Closing Date or twenty (20) days following the applicable
        Supplemental Transfer Date, as applicable).  Such delivery of the
        Mortgage Files shall be made against payment by the Depositor of the purchase
        price, previously agreed to by the Sellers and Depositor, for the Mortgage
        Loans.  With respect to any Initial Mortgage Loan that does not have a
        first payment date on or before the Due Date in the month of the first
        Distribution Date or any Supplemental Mortgage Loan that does not have a
        first
        payment date on or before the Due Date in the month after the related
        Supplemental Transfer Date, Countrywide shall deposit into the Distribution
        Account on or before the Distribution Account Deposit Date relating to the
        first
        applicable Distribution Date, an amount equal to one month’s interest at the
        related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such
        Mortgage Loan.

       

      (b)           
        Immediately upon the conveyance of the Initial Mortgage Loans referred to
        in
        clause (a), the Depositor sells, transfers, assigns, sets over and otherwise
        conveys to the Trustee for the benefit of the Certificateholders, without
        recourse, all the right, title and interest of the Depositor in and to the
        Trust
        Fund together with the Depositor’s right to require each Seller to cure any
        breach of a representation or warranty made herein by such Seller, or to
        repurchase or substitute for any affected Mortgage Loan in accordance
        herewith.

       

      (c)           
        In connection with the transfer and assignment set forth in clause (b) above,
        the Depositor has delivered or caused to be delivered to the Trustee (or,
        in the
        case of the Delay Delivery Mortgage Loans that are Initial Mortgage Loans,
        will
        deliver or cause to be delivered to the Trustee within thirty (30) days
        following the Closing Date and in the case of the Delay Delivery Mortgage
        Loans
        that are Supplemental Mortgage Loans, will deliver or cause to be delivered
        to
        the Trustee within twenty (20) days following the applicable Supplemental
        Transfer Date) for the benefit of the Certificateholders the following documents
        or instruments with respect to each Mortgage Loan so assigned:

       

      (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 showing a complete chain of endorsement from
        the
        originator to the Person endorsing the Mortgage Note (each such endorsement
        being sufficient to transfer all right, 

       

       

      
        
          
          

        

        
          II-1

          
            

          

        

        
          
          

        

      

       

      title
        and
        interest of the party so endorsing, as noteholder or assignee thereof, in
        and to
        that Mortgage Note); or

       

      (A)           
        with respect to any Lost Mortgage Note, a lost note affidavit from Countrywide
        stating that the original Mortgage Note was lost or destroyed, together with
        a
        copy of such Mortgage Note;

       

      (ii)           
        except as provided below and for each Mortgage Loan that is not a MERS Mortgage
        Loan, the original recorded Mortgage or a copy of such Mortgage, with recording
        information, certified by Countrywide as being a true and complete copy of
        the
        Mortgage (or, in the case of a Mortgage for which the related Mortgaged Property
        is located in the Commonwealth of Puerto Rico, a true copy of the Mortgage
        certified as such by the applicable notary) 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 Loans and either
        language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
        Loan is
        a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the
        original Mortgage and the assignment thereof to MERS, 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 Mortgage Loan that is not a MERS Mortgage Loan, a duly
        executed assignment of the Mortgage, or a copy of such assignment, with
        recording information, (which may be included in a blanket assignment or
        assignments), together with, except as provided below, all interim recorded
        assignments of such mortgage 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 the assignment relates); provided
        that, if the related Mortgage has not been returned from the applicable public
        recording office, such assignment of the Mortgage may exclude the information
        to
        be provided by the recording office; provided, further, that such assignment
        of
        Mortgage need not be delivered in the case of a Mortgage for which the related
        Mortgaged Property is located in the Commonwealth of Puerto Rico;

       

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

       

      (v)           
        except as provided below, the original or duplicate original lender’s title
        policy or a printout of the electronic equivalent and all riders thereto;
        and

       

      (vi)           
        in the case of a Cooperative Loan, the originals of the following documents
        or
        instruments:

       

      (A)           
        The Coop Shares, together with a stock power in blank;

       

      (B)           
        The executed Security Agreement;

       

      (C)           
        The executed Proprietary Lease;

       

      (D)           
        The executed Recognition Agreement;

       

      (E)           
        The executed UCC-1 financing statement with evidence of recording thereon
        that
        have been filed in all places required to perfect the Seller’s interest in the
        Coop Shares and the Proprietary Lease; and

       

       

      
        
          
          

        

        
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      (F)           
        The executed UCC-3 financing statements or other appropriate UCC financing
        statements required by state law, evidencing a complete and unbroken line
        from
        the mortgagee to the Trustee with evidence of recording thereon (or in a
        form
        suitable for recordation).

       

      In
        addition, in connection with the assignment of any MERS Mortgage Loan, each
        Seller agrees that it will cause, at the Trustee’s expense, the MERS® System to
        indicate that the Mortgage Loans sold by such Seller to the Depositor have
        been
        assigned by that Seller to the Trustee in accordance with this Agreement
        (and
        any Supplemental Transfer Agreement, as applicable) for the benefit of the
        Certificateholders by including (or deleting, in the case of Mortgage Loans
        that
        are repurchased in accordance with this Agreement) in such computer files
        the
        information required by the MERS® System to identify the series of the
        Certificates issued in connection with such Mortgage Loans.  Each
        Seller further agrees that it will not, and will not permit the Master Servicer
        to, and the Master Servicer agrees that it will not, alter the information
        referenced in this paragraph with respect to any Mortgage Loan sold by such
        Seller to the Depositor 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
        the Depositor cannot deliver (a) the original recorded Mortgage, or a copy
        of such Mortgage, with recording information, (b) all interim recorded
        assignments, or a copy of such assignments, with recording information or
        (c) the lender’s title policy or a copy of the lender’s title policy
        (together with all riders thereto) satisfying the requirements of
        clause (ii), (iii) or (v) above, respectively, concurrently with the
        execution and delivery of this Agreement because such document or documents
        have
        not been returned from the applicable public recording office in the case
        of
        clause (ii) or (iii) above, or because the title policy has not been
        delivered to either the Master Servicer or the Depositor by the applicable
        title
        insurer in the case of clause (v) above, the Depositor shall promptly
        deliver to the Trustee, in the case of clause (ii) or (iii) above, such
        original Mortgage or a copy of such Mortgage, with recording information,
        or
        such interim assignment or a copy of such assignment, with recording
        information, as the case may be, with evidence of recording indicated thereon
        upon receipt thereof from the public recording office, or a copy thereof,
        certified, if appropriate, by the relevant recording office, but in no event
        shall any such delivery of the original Mortgage and each such interim
        assignment or a copy thereof, certified, if appropriate, by the relevant
        recording office, be made later than one year following the Closing Date,
        or, in
        the case of clause (v) above, no later than 120 days following the Closing
        Date; provided,
however,
        in the
        event the Depositor is unable to deliver by such date each Mortgage and each
        such 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
        such
        interim assignment, because the related Mortgage has not been returned by
        the
        appropriate recording office, the Depositor shall deliver such documents
        to the
        Trustee as promptly as possible upon receipt thereof and, in any event, within
        720 days following the Closing Date.  The Depositor shall forward or
        cause to be forwarded to the Trustee (a) from time to time additional
        original documents evidencing an assumption or modification of a Mortgage
        Loan
        and (b) any other documents required to be delivered by the Depositor or
        the Master Servicer to the Trustee.  In the event that the original
        Mortgage is not delivered and in connection with the payment in full of the
        related Mortgage Loan and the public recording office requires the presentation
        of a “lost instruments affidavit and indemnity” or any equivalent document,
        because only a copy of the Mortgage can be delivered with the instrument
        of
        satisfaction or reconveyance, the Master Servicer shall execute and deliver
        or
        cause to be executed and delivered such a document to the public recording
        office.  In the case where a public recording office retains the
        original recorded Mortgage or in the case where a Mortgage is lost after
        recordation in a public recording office, Countrywide shall deliver to the
        Trustee a copy of such Mortgage certified by such public recording office
        to be
        a true and complete copy of the original recorded Mortgage.

       

       

      
        
          
          

        

        
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      As
        promptly as practicable subsequent to such transfer and assignment, and in
        any
        event, within one-hundred and twenty (120) days after such transfer and
        assignment, the Trustee shall (A) as the assignee thereof, affix the following
        language to each assignment of Mortgage:  “CWMBS Series 2007-21, The
        Bank of New York, as trustee”, (B) cause such assignment to be in proper form
        for recording in the appropriate public office for real property records
        and (C)
        cause to be delivered for recording in the appropriate public office for
        real
        property records the assignments of the Mortgages to the Trustee, except
        that,
        (i) with respect to any assignments of Mortgage as to which the Trustee has
        not
        received the information required to prepare such assignment in recordable
        form,
        the Trustee’s obligation to do so and to deliver the same for such recording
        shall be as soon as practicable after receipt of such information and in
        any
        event within thirty (30) days after receipt thereof and (ii) the Trustee
        need
        not cause to be recorded any assignment that relates to a Mortgage Loan,
        the
        Mortgaged Property and Mortgage File relating to which are located in any
        jurisdiction (including Puerto Rico) under the laws of which the recordation
        of
        such assignment 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 Countrywide to the Trustee within 90 days
        of the
        Closing Date (which opinion may be in the form of a “survey” opinion and is not
        required to be delivered by counsel admitted to practice law in the jurisdiction
        as to which such legal opinion applies).

       

      In
        the
        case of Mortgage Loans that have been prepaid in full as of the Closing Date,
        the Depositor, in lieu of delivering the above documents to the Trustee,
        will
        deposit in the Certificate Account the portion of such payment that is required
        to be deposited in the Certificate Account pursuant to Section 3.05
        hereof.

       

      Notwithstanding
        anything to the contrary in this Agreement, within thirty (30) days after
        the
        Closing Date with respect to the Initial Mortgage Loans, Countrywide (on
        its own
        behalf and on behalf of Park Granada, Park Monaco and Park Sienna) shall
        either
        (i) deliver to the Depositor, or at the Depositor’s direction, to the Trustee or
        other designee of the Depositor the Mortgage File as required pursuant to
        this
        Section 2.01 for each Delay Delivery Mortgage Loan or (ii) either (A) substitute
        a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B)
        repurchase the Delay Delivery Mortgage Loan, which substitution or repurchase
        shall be accomplished in the manner and subject to the conditions set forth
        in
        Section 2.03 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage
        Loan for purposes of such Section 2.03); provided, however, that if Countrywide
        fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within
        the
        thirty (30) day period provided in the prior sentence, Countrywide (on its
        own
        behalf and on behalf of Park Granada, Park Monaco and Park Sienna) shall
        use its
        best reasonable efforts to effect a substitution, rather than a repurchase
        of,
        such Deleted Mortgage Loan and provided further that 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
        Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
        and
        Park Sienna) shall have five (5) Business Days to cure such failure to
        deliver.  At the end of such thirty (30) day period the Trustee shall
        send a Delay Delivery Certification for the Delay Delivery Mortgage Loans
        delivered during such thirty (30) day period in accordance with the provisions
        of Section 2.02.

       

      Notwithstanding
        anything to the contrary in this Agreement, within twenty (20) days after
        a
        Supplemental Transfer Date with respect to all of the Supplemental Mortgage
        Loans sold to the Depositor on such Supplemental Transfer Date, Countrywide
        (on
        its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
        shall
        either (i) deliver to the Depositor, or at the Depositor’s direction, to the
        Trustee or other designee of the Depositor the Mortgage File as required
        pursuant to this Section 2.01 for each Delay Delivery Mortgage Loan or (ii)
        (A)
        substitute a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan
        or
        (B) repurchase the Delay Delivery Mortgage Loan, which substitution or
        repurchase shall be accomplished in the manner and subject to the conditions
        set
        forth in Section 2.03 (treating each Delay Delivery Mortgage Loan as a Deleted
        Mortgage Loan for purposes of 

       

       

      
        
          
          

        

        
          II-4

          
            

          

        

        
          
          

        

      

       

      such
        Section 2.03); provided, however, that if Countrywide fails to deliver a
        Mortgage File for any Delay Delivery Mortgage Loan within the twenty (20)
        day
        period provided in the prior sentence, Countrywide (on its own behalf and
        on
        behalf of Park Granada, Park Monaco and Park Sienna) shall use its best
        reasonable efforts to effect a substitution, rather than a repurchase of,
        such
        Deleted Mortgage Loan and provided further that 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 Countrywide
        (on
        its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
        shall
        have five (5) Business Days to cure such failure to deliver.  At the
        end of such twenty (20) day period the Trustee shall send a Delay Delivery
        Certification for the Delay Delivery Mortgage Loans delivered during such
        twenty
        (20) day period in accordance with the provisions of Section 2.02.

       

      (d)           
        Subject to the execution and delivery of the related Supplemental Transfer
        Agreement as provided in Section 2.01(e) hereof 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 Supplemental Transfer
        Date,
        with respect to each Supplemental Mortgage Loan sold by such Seller to the
        Depositor, all the right, title and interest of that Seller in and to the
        Supplemental Mortgage Loans sold by it identified in such Supplemental Transfer
        Agreement, including all interest and principal received and receivable by
        such
        Seller on or with respect to the related Supplemental Mortgage Loans on and
        after the related Supplemental 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 related Seller, other than principal and interest
        due
        on such Supplemental Mortgage Loans prior to the related Supplemental Cut-off
        Date.

       

      Immediately
        upon the conveyance of the Supplemental 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, without
        recourse, all right title and interest in all of the Supplemental Mortgage
        Loans.

       

      Each
        Seller has entered into this Agreement in consideration for the purchase
        of the
        Mortgage Loans sold by such Seller to 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 Trust Fund pursuant
        to
        Sections 2.01(a) or (b).

       

      (e)                      
        Upon five (5) Business Days written notice to the Trustee, the Depositor,
        the
        Master Servicer (if the Master Servicer is not a Seller) and the Rating
        Agencies, on any other Business Day during a Funding Period designated by
        Countrywide, Park Granada, Park Monaco and Park Sienna, if applicable, the
        Depositor and the Trustee shall complete, execute and deliver a Supplemental
        Transfer Agreement so long as no Rating Agency has provided notice that the
        execution and delivery of such Supplemental Transfer Agreement will result
        in a
        reduction or withdrawal of any ratings assigned to the Certificates. After
        the
        execution and delivery of such Supplemental Transfer Agreement, on the
        Supplemental Transfer Date, the Trustee shall set aside in the Pre-funding
        Account an amount equal to the sum of the Aggregate Supplemental Purchase
        Amounts.

       

      The
        transfer of Supplemental Mortgage Loans and the other property and rights
        relating to them on a Supplemental Transfer Date is subject to the satisfaction
        of each of the following conditions:

       

      (i)           
        each Supplemental Mortgage Loan conveyed on such Supplemental 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 Supplemental Mortgage Loan, the obligation
        under
        Section 2.03(c) of this Agreement of 

       

       

      
        
          
          

        

        
          II-5

          
            

          

        

        
          
          

        

      

       

      Countrywide,
        Park Granada, Park Monaco and Park Sienna, if applicable, to cure, repurchase
        or
        replace such Supplemental Mortgage Loan shall constitute the sole remedy
        against
        such Seller respecting such breach available to Certificateholders, the
        Depositor or the Trustee;

       

      (ii)           
        the Trustee, the Underwriters and the Rating Agencies are provided with an
        Opinion of Counsel or Opinions of Counsel with respect to the tax treatment
        of
        the Trust Fund, to be delivered as provided pursuant to Section
        2.01(f);

       

      (iii)           
        the Rating Agencies and the Underwriters are provided with an Opinion of
        Counsel
        or Opinions of Counsel with respect to the validity of the conveyance of
        the
        Supplemental Mortgage Loans conveyed on such Supplemental Transfer Date,
        to be
        delivered as provided pursuant to Section 2.01(f);

       

      (iv)           
        the execution and delivery of such Supplemental Transfer Agreement or conveyance
        of the related Supplemental Mortgage Loans does not result in a reduction
        or
        withdrawal of any ratings assigned to the Certificates by the Rating
        Agencies;

       

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

       

      (vi)           
        no Supplemental Mortgage Loan conveyed on such Supplemental Transfer date
        was 30
        or more days delinquent;

       

      (vii)           
        the aggregate of the PO Percentages of the Stated Principal Balance of all
        Supplemental Mortgage Loans shall not exceed the PO Sublimit;

       

      (viii)           
        following the conveyance of the Supplemental Mortgage Loans on such Supplemental
        Transfer Date to the Trust Fund, the characteristics of the Mortgage Loans
        will
        comply with the Pool Characteristics (including the permitted variances listed
        therein); provided, that for the purpose of making these calculations, the
        characteristics for any Initial Mortgage Loan made will be taken as of the
        Initial Cut-off Date and the characteristics for any Supplemental Mortgage
        Loan
        will be taken as of the related Supplemental Cut-off Date;

       

      (ix)           
        none of the Sellers or the Depositor shall be insolvent or shall be rendered
        insolvent as a result of such transfer; and

       

      (x)           
        the Depositor shall have delivered to the Trustee an Officer’s Certificate
        confirming the satisfaction of each of these conditions precedent.

       

      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.

       

      (f)           
        Within seven Business Days after each Supplemental Transfer Date, upon (1)
        delivery to the Trustee by the Depositor or Countrywide of the Opinions of
        Counsel referred to in Sections 2.01(e)(ii) and (iii), (2) delivery to the
        Trustee by Countrywide of a revised Mortgage Loan Schedule reflecting the
        Supplemental Mortgage Loans conveyed on such Supplemental Transfer Date to
        the
        Loan Group into which each Supplement Mortgage Loan was conveyed and (3)
        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 to each Seller the Aggregate Supplemental
        

       

       

      
        
          
          

        

        
          II-6

          
            

          

        

        
          
          

        

      

       

      Transfer
        Amount for that Loan Group used to purchase Supplemental Mortgage Loans for
        that
        Loan Group from such Seller from those funds that were set aside in the
        Pre-funding Account with respect to that Loan Group pursuant to Section
        2.01(e).  The excess, if any, of the Aggregate Supplemental Purchase
        Amount for a Loan Group over the Aggregate Supplemental Transfer Amount for
        that
        Loan Group shall be reinvested by the Trustee in the Pre-funding Account
        and
        shall remain designated as a portion of the Pre-funded Amount allocated to
        that
        Loan Group.

       

      (g)           
        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 the final Supplemental 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 Supplemental Mortgage Loans
        conveyed on such Supplemental Transfer Date conform to the characteristics
        in
        Section 2.01(e)(vi), (vii) and (viii) for that Loan Group.

       

      (h)           
        Neither the Depositor nor the Trust will acquire or hold any Mortgage Loan
        that
        would violate the representations made by Countrywide set forth in clause
        (46)
        of Schedule III-A hereto.

       

      
        	
                 

              	
                SECTION
                  2.02.

              	
                Acceptance
                  by Trustee
                  of the Mortgage Loans. 

              


      

       

      (a)           
        The Trustee acknowledges receipt of the documents identified in the Initial
        Certification in the form annexed hereto as Exhibit F-1 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 as are included in the Trust Fund, in trust for the exclusive use
        and
        benefit of all present and future Certificateholders.  The Trustee
        acknowledges that it will maintain possession of the Mortgage Notes in the
        State
        of California, unless otherwise permitted by the Rating Agencies.

       

      The
        Trustee agrees to execute and deliver on the Closing Date to the Depositor,
        the
        Master Servicer and Countrywide (on its own behalf and on behalf of Park
        Granada, Park Monaco and Park Sienna) an Initial Certification in the form
        annexed hereto as Exhibit F-1.  Based on its review and examination,
        and only as to the documents identified in such Initial Certification, the
        Trustee acknowledges that such documents appear regular on their face and
        relate
        to such Initial Mortgage Loan.  The Trustee shall be under no duty or
        obligation to inspect, review or examine said 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.

       

      On
        or
        about the thirtieth (30th) day after the Closing Date, the Trustee shall
        deliver
        to the Depositor, the Master Servicer and Countrywide (on its own behalf
        and on
        behalf of Park Granada, Park Monaco and Park Sienna) a Delay Delivery
        Certification with respect to the Mortgage Loans in the form annexed hereto
        as
        Exhibit G-1, with any applicable exceptions noted thereon.

       

      Not
        later
        than 90 days after the Closing Date, the Trustee shall deliver to the Depositor,
        the Master Servicer and Countrywide (on its own behalf and on behalf of Park
        Granada, Park Monaco and Park Sienna) a Final Certification with respect
        to the
        Initial Mortgage Loans in the form annexed hereto as Exhibit H-1, with any
        applicable exceptions noted thereon.  If, in the course of such
        review, the Trustee finds any document constituting a part of a Mortgage
        File
        that does not meet the requirements of Section 2.01, the Trustee shall list
        such
        as an exception in the Final Certification; provided, however that the Trustee
        shall not make any determination as to whether (i) any endorsement is sufficient
        to transfer all right, title and interest of the party so endorsing, as
        noteholder or assignee thereof, in and to that 

       

       

      
        
          
          

        

        
          II-7

          
            

          

        

        
          
          

        

      

       

      Mortgage
        Note or (ii) any assignment is in recordable form or is sufficient to effect
        the
        assignment of and transfer to the assignee thereof under the mortgage to
        which
        the assignment relates.  Countrywide (on its own behalf and on behalf
        of Park Granada, Park Monaco and Park Sienna) shall promptly correct or cure
        such defect within 90 days from the date it was so notified of such defect
        and,
        if Countrywide does not correct or cure such defect within such period,
        Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
        and
        Park Sienna) shall either (a) substitute for the related Mortgage Loan a
        Substitute 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
        Mortgage Loan from the Trustee within 90 days from the date Countrywide (on
        its
        own behalf and on behalf of Park Granada, Park Monaco and Park Sienna) was
        notified of such defect in writing at the Purchase Price of such Mortgage
        Loan;
        provided, however, that in no event shall such substitution or purchase occur
        more than 540 days from the Closing Date, except that if the substitution
        or
        purchase of a Mortgage Loan pursuant to this provision is required by reason
        of
        a delay in delivery of any documents by the appropriate recording office,
        and
        there is a dispute between either the Master Servicer or Countrywide (on
        its own
        behalf and on behalf of Park Granada, Park Monaco and Park Sienna) and the
        Trustee over the location or status of the recorded document, then such
        substitution or purchase shall occur within 720 days from the Closing
        Date.  The Trustee shall deliver written notice to each Rating Agency
        within 270 days from the Closing Date indicating each Mortgage Loan (a) that
        has
        not been returned by the appropriate recording office or (b) as to which
        there is a dispute as to location or status of such Mortgage
        Loan.  Such notice shall be delivered every 90 days thereafter until
        the related Mortgage Loan is returned to the Trustee.  Any such
        substitution pursuant to (a) above or purchase 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, if any, and any substitution pursuant to
        (a)
        above shall not be effected prior to the additional delivery to the Trustee
        of a
        Request for Release.  No substitution is permitted to be made in any
        calendar month after the Determination Date for such month.  The
        Purchase Price for any such Mortgage Loan shall be deposited by Countrywide
        (on
        its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
        in
        the Certificate Account on or prior to the Distribution Account Deposit Date
        for
        the Distribution Date in the month following the month of repurchase and,
        upon
        receipt of such deposit and certification with respect thereto in the form
        of
        Exhibit N hereto, the Trustee shall release the related Mortgage File to
        Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
        and
        Park Sienna) and shall execute and deliver at Countrywide’s (on its own behalf
        and on behalf of Park Granada, Park Monaco and Park Sienna) request such
        instruments of transfer or assignment prepared by Countrywide, in each case
        without recourse, as shall be necessary to vest in Countrywide (on its own
        behalf and on behalf of Park Granada, Park Monaco and Park Sienna), or its
        designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.
        If pursuant to the foregoing provisions Countrywide (on its own behalf and
        on
        behalf of Park Granada, Park Monaco and Park Sienna) repurchases an Mortgage
        Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause
        MERS to execute and deliver an assignment of the Mortgage in recordable form
        to
        transfer the Mortgage from MERS to Countrywide (on its own behalf and on
        behalf
        of Park Granada, Park Monaco and Park Sienna) or its designee and shall cause
        such Mortgage to be removed from registration on the MERS® System in accordance
        with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS®
System Countrywide (on its own behalf and on behalf of Park Granada, Park
        Monaco
        and Park Sienna) or its designee as the beneficial holder of such Mortgage
        Loan.

       

      (b)           
        Upon delivery of the Supplemental Mortgage Loans pursuant to a Supplemental
        Transfer Agreement, the Trustee shall acknowledge receipt of the documents
        identified in any Supplemental Certification in the form annexed hereto as
        Exhibit F-2 and declare that it will hold such documents and the other documents
        delivered to it constituting the Mortgage Files, and that it will hold such
        other assets as are included in the Trust Fund, in trust for the exclusive
        use
        and benefit of all present and future Certificateholders. The Trustee
        acknowledges that it will maintain possession of the Mortgage Notes in the
        State
        of California, unless otherwise permitted by the Rating Agencies.

       

       

      
        
          
          

        

        
          II-8

          
            

          

        

        
          
          

        

      

       

      The
        Trustee agrees to execute and deliver on the Supplemental Transfer Date to
        the
        Depositor, the Master Servicer and Countrywide (on its own behalf and on
        behalf
        of Park Granada, Park Monaco and Park Sienna) a Supplemental Certification
        in
        the form annexed hereto as Exhibit F-2.  Based on its review and
        examination, and only as to the documents identified in such Supplemental
        Certification, the Trustee shall acknowledge that such documents appear regular
        on their face and relate to such Supplemental Mortgage Loan.  The
        Trustee shall be under no duty or obligation to inspect, review or examine
        said
        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.

       

      On
        or
        about the twentieth (20th) day after the Supplemental Transfer Date, the
        Trustee
        shall deliver to the Depositor, the Master Servicer and Countrywide (on its
        own
        behalf and on behalf of Park Granada, Park Monaco and Park Sienna) a Delay
        Delivery Certification with respect to the Supplemental Mortgage Loans in
        the
        form annexed hereto as Exhibit G-2, with any applicable exceptions noted
        thereon.

       

      Not
        later
        than 90 days after the final Supplemental Transfer Date, the Trustee shall
        deliver to the Depositor, the Master Servicer and Countrywide (on its own
        behalf
        and on behalf of Park Granada, Park Monaco and Park Sienna) a Final
        Certification with respect to the Supplemental Mortgage Loans in the form
        annexed hereto as Exhibit H-2, with any applicable exceptions noted
        thereon.

       

      (c)           
        If, in the course of such review of the Mortgage Files relating to the
        Supplemental Mortgage Loans, the Trustee finds any document constituting
        a part
        of a Mortgage File that does not meet the requirements of Section 2.01, the
        Trustee shall list such as an exception in the Final Certification; provided,
        however that the Trustee shall not make any determination as to whether (i)
        any
        endorsement is 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
        (ii) any assignment is in recordable form or is sufficient to effect the
        assignment of and transfer to the assignee thereof under the mortgage to
        which
        the assignment relates. Countrywide (on its own behalf and on behalf of Park
        Granada, Park Monaco and Park Sienna) shall promptly correct or cure such
        defect
        within 90 days from the date it was so notified of such defect and, if
        Countrywide does not correct or cure such defect within such period, Countrywide
        (on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
        shall either (a) substitute for the related Mortgage Loan a Substitute 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 Mortgage Loan
        from
        the Trustee within 90 days from the date Countrywide (on its own behalf and
        on
        behalf of Park Granada, Park Monaco and Park Sienna) was notified of such
        defect
        in writing at the Purchase Price of such Mortgage Loan; provided, however,
        that
        in no event shall such substitution or purchase occur more than 540 days
        from
        the Closing Date, except that if the substitution or purchase of a Mortgage
        Loan
        pursuant to this provision is required by reason of a delay in delivery of
        any
        documents by the appropriate recording office, and there is a dispute between
        either the Master Servicer or Countrywide (on its own behalf and on behalf
        of
        Park Granada, Park Monaco and Park Sienna) and the Trustee over the location
        or
        status of the recorded document, then such substitution or purchase shall
        occur
        within 720 days from the Closing Date. The Trustee shall deliver written
        notice
        to each Rating Agency within 270 days from the Closing Date indicating each
        Mortgage Loan (a) that has not been returned by the appropriate recording
        office
        or (b) as to which there is a dispute as to location or status of such Mortgage
        Loan. Such notice shall be delivered every 90 days thereafter until the related
        Mortgage Loan is returned to the Trustee. Any such substitution pursuant
        to (a)
        above or purchase 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, if any, and any substitution pursuant to (a) above shall not be effected
        prior to the additional delivery to the Trustee of a Request for Release.
        No
        substitution is permitted to be made in any calendar month after the
        Determination Date for such month. The Purchase Price for any such Mortgage
        Loan
        shall be deposited 

       

       

      
        
          
          

        

        
          II-9

          
            

          

        

        
          
          

        

      

       

      by
        Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
        and
        Park Sienna) in the Certificate Account on or prior to the Distribution Account
        Deposit Date for the Distribution Date in the month following the month of
        repurchase and, upon receipt of such deposit and certification with respect
        thereto in the form of Exhibit N hereto, the Trustee shall release the related
        Mortgage File to Countrywide (on its own behalf and on behalf of Park Granada,
        Park Monaco and Park Sienna) and shall execute and deliver at Countrywide’s (on
        its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
        request such instruments of transfer or assignment prepared by Countrywide,
        in
        each case without recourse, as shall be necessary to vest in Countrywide
        (on its
        own behalf and on behalf of Park Granada, Park Monaco and Park Sienna), or
        a
        designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.
        If pursuant to the foregoing provisions Countrywide (on its own behalf and
        on
        behalf of Park Granada, Park Monaco and Park Sienna) repurchases a Supplemental
        Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either
        (i)
        cause MERS to execute and deliver an assignment of the Mortgage in recordable
        form to transfer the Mortgage from MERS to Countrywide (on its own behalf
        and on
        behalf of Park Granada, Park Monaco and Park Sienna) and shall cause such
        Mortgage to be removed from registration on the MERS® System in accordance with
        MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System
        Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
        and
        Park Sienna) or its designee as the beneficial holder of such Mortgage
        Loan.

       

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

       

      (e)           
        It is understood and agreed that the respective obligations of each Seller
        to
        substitute for or to purchase any Mortgage Loan sold to the Depositor by
        it that
        does not meet the requirements of Section 2.01 above shall constitute the
        sole
        remedy respecting such defect available to the Trustee, the Depositor and
        any
        Certificateholder against that Seller.

       

      (f)           
        [Reserved].

       

      
        	
                 

              	
                SECTION
                  2.03.

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

              


      

       

      (a)           
        Countrywide hereby makes the representations and warranties set forth in
        (i)
        Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D hereto, and
        by
        this reference incorporated herein, to the Depositor, the Master Servicer
        and
        the Trustee, as of the Closing Date, (ii) Schedule III-A hereto, and by this
        reference incorporated herein, to the Depositor, the Master Servicer and
        the
        Trustee, as of the Closing Date, or if so specified therein, as of the Initial
        Cut-off Date with respect to all of the Initial Mortgage Loans and as of
        the
        related Supplemental Cut-off Date with respect to all of the Supplemental
        Mortgage Loans, and (iii) Schedule III-B hereto, and by this reference
        incorporated herein, to the Depositor, the Master Servicer and the Trustee,
        as
        of the Closing Date, or if so specified therein, as of the Initial Cut-off
        Date
        with respect to the Initial Mortgage Loans that are Countrywide Mortgage
        Loans
        and as of the related Supplemental Cut-off Date with respect to the Supplemental
        Mortgage Loans that are Countrywide Mortgage Loans. Park Granada hereby makes
        the representations and warranties set forth in (i) Schedule II-B hereto,
        and by
        this reference incorporated herein, to the Depositor, the Master Servicer
        and
        the Trustee, as of the Closing Date and (ii) Schedule III-C hereto, and by
        this
        reference incorporated herein, to the Depositor, the Master Servicer and
        the
        Trustee, as of the Closing Date, or if so specified therein, as of the Initial
        Cut-off Date with respect to the Initial Mortgage Loans that are Park Granada
        Mortgage Loans and as of the related Supplemental Cut-off Date with respect
        to
        the Supplemental 

       

       

      
        
          
          

        

        
          II-10

          
            

          

        

        
          
          

        

      

       

       

      Mortgage
        Loans that are Park Granada Mortgage Loans. Park Monaco hereby makes the
        representations and warranties set forth in (i) Schedule II-C hereto, and
        by
        this reference incorporated herein, to the Depositor, the Master Servicer
        and
        the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and by
        this
        reference incorporated herein, to the Depositor, the Master Servicer and
        the
        Trustee, as of the Closing Date, or if so specified therein, as of the Initial
        Cut-off Date with respect to the Initial Mortgage Loans that are Park Monaco
        Mortgage Loans and as of the related Supplemental Cut-off Date with respect
        to
        the Supplemental Mortgage Loans that are Park Monaco Mortgage Loans. Park
        Sienna
        hereby makes the representations and warranties set forth in (i) Schedule
        II-D
        hereto, and by this reference incorporated herein, to the Depositor, the
        Master
        Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-E
        hereto,
        and by this reference incorporated herein, to the Depositor, the Master Servicer
        and the Trustee, as of the Closing Date, or if so specified therein, as of
        the
        Initial Cut-off Date with respect to the Initial Mortgage Loans that are
        Park
        Sienna Mortgage Loans and as of the related Supplemental Cut-off Date with
        respect to the Supplemental Mortgage Loans that are Park Sienna Mortgage
        Loans.

       

      (b)           
        The Master Servicer hereby makes the representations and warranties set forth
        in
        Schedule IV hereto, and by this reference incorporated herein, to the Depositor
        and the Trustee, as of the Closing Date.

       

      (c)           
        Upon discovery by any of the parties hereto of a breach of a representation
        or
        warranty with respect to a Mortgage Loan made pursuant to Section 2.03(a)
        or a
        breach of a representation or warranty with respect to a Supplemental Mortgage
        Loan under Section 2.01(e)(i) that materially and adversely affects the
        interests of the Certificateholders in that Mortgage Loan, the party discovering
        such breach shall give prompt notice thereof to the other parties. Each Seller
        hereby covenants that within 90 days of the earlier of its discovery or its
        receipt of written notice from any party of a breach of any representation
        or
        warranty with respect to a Mortgage Loan sold by it pursuant to Section 2.03(a)
        and with respect to a breach of a representation and warranty with respect
        to a
        Supplemental Mortgage Loan sold by it under Section 2.01(e)(i) that materially
        and adversely affects the interests of the Certificateholders in that Mortgage
        Loan, 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 Substitute 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, however, that
        any
        such substitution pursuant to (i) above shall not be effected prior to the
        delivery to the Trustee of the Opinion of Counsel required by Section 2.05
        hereof, if any, and any such substitution pursuant to (i) above shall not
        be
        effected prior to the additional delivery to the Trustee of a Request for
        Release and the Mortgage File for any such Substitute Mortgage
        Loan.  The Seller repurchasing a Mortgage Loan pursuant to this
        Section 2.03(c) shall promptly reimburse the Master Servicer and the Trustee
        for
        any expenses reasonably incurred by the Master Servicer or the Trustee in
        respect of enforcing the remedies for such breach.  With respect to
        the representations and warranties described in this Section that are made
        to
        the best of a Seller’s knowledge, if it is discovered by either the Depositor, a
        Seller 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 or the interests of the Certificateholders therein,
        notwithstanding that Seller’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.

       

      With
        respect to any Substitute Mortgage Loan or Loans, sold to the Depositor by
        a
        Seller, Countrywide (on its own behalf and on behalf of Park Granada, Park
        Monaco and Park Sienna) shall deliver to the Trustee for the benefit of the
        Certificateholders the Mortgage Note, the Mortgage, the related 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 

       

       

      
        
          
          

        

        
          II-11

          
            

          

        

        
          
          

        

      

       

      substitution
        is permitted to be made in any calendar month after the Determination Date
        for
        such month.  Scheduled Payments due with respect to Substitute
        Mortgage Loans in the month of substitution shall not be part of the Trust
        Fund
        and will be retained by the related Seller on the next succeeding Distribution
        Date.  For the month of substitution, distributions to
        Certificateholders will include the monthly payment due on any Deleted Mortgage
        Loan for such month and thereafter that 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 Substitute Mortgage Loan or Loans and the Master Servicer
        shall deliver the amended Mortgage Loan Schedule to the Trustee.  Upon
        such substitution, the Substitute Mortgage Loan or Loans shall be subject
        to the
        terms of this Agreement in all respects, and the related Seller shall be
        deemed
        to have made with respect to such Substitute Mortgage Loan or Loans, as of
        the
        date of substitution, the representations and warranties made pursuant to
        Section 2.03(a) 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 the Mortgage File held for
        the
        benefit of the Certificateholders relating to such Deleted Mortgage Loan
        to the
        related Seller and shall execute and deliver at such Seller’s direction such
        instruments of transfer or assignment prepared by Countrywide (on its own
        behalf
        and on behalf of Park Granada, Park Monaco and Park Sienna), in each case
        without recourse, as shall be necessary to vest title in that Seller, or
        its
        designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for
        pursuant to this Section 2.03.

       

      For
        any
        month in which a Seller substitutes one or more Substitute 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 Substitute
        Mortgage Loans sold to the Depositor by that Seller as of the date of
        substitution is less than the aggregate Stated Principal Balance of all Deleted
        Mortgage Loans repurchased by that Seller (after application of the scheduled
        principal portion of the monthly payments due in the month of
        substitution).  The amount of such shortage (the “Substitution
        Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed
        Advances with respect to such Deleted Mortgage Loans shall be deposited in
        the
        Certificate Account by Countrywide (on its own behalf and on behalf of Park
        Granada, Park Monaco and Park Sienna) on or before the Distribution Account
        Deposit Date for the Distribution Date in the month succeeding the calendar
        month 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 or before the Distribution Account Deposit Date for the Distribution Date
        in
        the month following the month during which that Seller became obligated
        hereunder 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 and receipt of a Request for Release, the Trustee shall release the
        related
        Mortgage File held for the benefit of the Certificateholders to such Person,
        and
        the Trustee shall execute and deliver at such Person’s direction such
        instruments of transfer or assignment prepared by such Person, in each case
        without recourse, as shall be necessary to transfer title from the
        Trustee.  It is understood and agreed that the obligation under this
        Agreement of any Person to cure, repurchase or replace any Mortgage Loan
        as to
        which a breach has occurred and is continuing shall constitute the sole remedy
        against such Persons respecting such breach available to Certificateholders,
        the
        Depositor or the Trustee on their behalf.

       

      The
        representations and warranties made pursuant to this Section 2.03 shall survive
        delivery of the respective Mortgage Files to the Trustee for the benefit
        of the
        Certificateholders.

       

       

      
        
          
          

        

        
          II-12

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                SECTION
                  2.04.

              	
                Representations
                  and
                  Warranties of the Depositor as to the Mortgage
                  Loans.

              


      

       

      The
        Depositor hereby represents and warrants to the Trustee with respect to each
        Mortgage Loan as of the date hereof or such other date set forth herein that
        as
        of the Closing Date, and following the transfer of the Mortgage Loans to
        it by
        each Seller, the Depositor had good title to the Mortgage Loans and the Mortgage
        Notes were subject to no offsets, defenses or counterclaims.

       

      The
        Depositor hereby assigns, transfers and conveys to the Trustee all of its
        rights
        with respect to the Mortgage Loans including, without limitation, the
        representations and warranties of each Seller made pursuant to Section
        2.03(a)(ii) hereof, together with all rights of the Depositor to require
        each
        Seller to cure any breach thereof or to repurchase or substitute for any
        affected Mortgage Loan in accordance with this Agreement.

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 2.04 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 this
        Section
        2.04 (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.

       

      
        	
                 

              	
                SECTION
                  2.05.

              	
                Delivery
                  of Opinion of
                  Counsel in Connection with Substitutions.
                  

              


      

       

      (a)           
        Notwithstanding any contrary provision of this Agreement, no substitution
        pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days
        after
        the Closing Date unless Countrywide delivers to the Trustee 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
        substitution 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 each REMIC created hereunder to fail to qualify as a REMIC at any time
        that any Certificates are outstanding.

       

      (b)           
        Upon discovery by the Depositor, a 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 (5) Business Days of discovery) give
        written notice thereof to the other parties.  In connection therewith,
        the Trustee shall require Countrywide (on its own behalf and on behalf of
        Park
        Granada, Park Monaco and Park Sienna), at its option, to either (i) substitute,
        if the conditions in Section 2.03(c) with respect to substitutions are
        satisfied, a Substitute 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 made pursuant to Section 2.03.  The Trustee shall reconvey to
        Countrywide 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.

       

      
        	
                 

              	
                SECTION
                  2.06.

              	
                Execution
                  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 and delivered
        to or
        upon the order of the Depositor, the Certificates in authorized denominations
        evidencing directly or indirectly the entire ownership of the Trust
        Fund.  The Trustee agrees to hold the Trust Fund and exercise the
        rights referred 

       

       

      
        
          
          

        

        
          II-13

          
            

          

        

        
          
          

        

      

       

      to
        above
        for the benefit of all present and future Holders of the Certificates and
        to
        perform the duties set forth in this Agreement, to the end that the interests
        of
        the Holders of the Certificates may be adequately and effectively
        protected.

       

      
        	
                 

              	
                SECTION
                  2.07.

              	
                REMIC
                  Matters.
                  

              


      

       

      The
        Preliminary Statement sets forth the designations and “latest possible maturity
        date” for federal income tax purposes of all interests created
        hereby.  The “Startup Day” for purposes of the REMIC Provisions shall
        be the Closing Date.  The “tax matters person” with respect to each
        REMIC hereunder shall be the Trustee and the Trustee shall hold the Tax Matters
        Person Certificate.  Each REMIC’s fiscal year shall be the calendar
        year.

       

      
        	
                 

              	
                SECTION
                  2.08.

              	
                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 such information, certificate, statement
        or
        report not misleading.

       

       

      
        
          
          

        

        
          II-14

          
            

          

        

        
          
          

        

      

       

       

      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 the terms of this Agreement
        and
        customary and usual standards of practice of prudent mortgage loan
        servicers.  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 and other Liquidation Proceeds (which,
        for the purpose of this Section, includes any Subsequent Recoveries), and
        (iv)
        to effectuate foreclosure or other conversion of the ownership of the Mortgaged
        Property securing any Mortgage Loan; provided that the Master Servicer shall
        not
        take any action that is inconsistent with or prejudices the interests of
        the
        Trust Fund or the Certificateholders in any Mortgage Loan or the rights and
        interests of the Depositor, the Trustee and the Certificateholders under
        this
        Agreement.  The Master Servicer shall represent and protect the
        interests of the Trust Fund in the same manner as it protects its own interests
        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 Mortgage Loan that would cause any REMIC created hereunder
        to fail to qualify as a REMIC or result in the imposition of any tax under
        Section 860F(a) or Section 860G(d) of the Code.  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 either or both of them as are necessary or appropriate to enable the Master
        Servicer to service and administer the Mortgage Loans to the extent that
        the
        Master Servicer is not permitted to execute and deliver such documents pursuant
        to the preceding sentence.  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® System, or cause the removal
        from the registration of any Mortgage Loan on the MERS® 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
        and
        insurance premiums on the related Mortgaged Properties, which advances shall
        be
        reimbursable in the first instance from related collections from the Mortgagors
        

       

       

      
        
          
          

        

        
          III-1

          
            

          

        

        
          
          

        

      

       

      pursuant
        to Section 3.06, and further as provided in Section 3.08.  Except in
        connection with a modification of the terms of a Mortgage Loan that results
        in a
        Capitalized Advance, the 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 Balances of the related Mortgage Loans, notwithstanding
        that
        the terms of such Mortgage Loans so permit.

       

      
        	
                 

              	
                SECTION
                  3.02.

              	
                Subservicing;
                  Enforcement of the Obligations of Subservicers.
                  

              


      

       

      (a)           
        The Master Servicer may arrange for the subservicing of any Mortgage Loan
        by a
        Subservicer pursuant to a subservicing agreement; provided, however, that
        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. Unless the context
        otherwise requires, references in this Agreement to actions taken or to be
        taken
        by the Master Servicer in servicing the Mortgage Loans include actions taken
        or
        to be taken by a Subservicer on behalf of the Master Servicer. Notwithstanding
        the provisions of any subservicing agreement, any of the provisions of this
        Agreement relating to agreements or arrangements between the Master Servicer
        and
        a Subservicer or reference to actions taken through a Subservicer 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. 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.

       

      
        	
                 

              	
                SECTION
                  3.03.

              	
                Rights
                  of the
                  Depositor and the Trustee in Respect of the Master Servicer.
                  

              


      

       

      The
        Depositor may, but is not obligated to, enforce the obligations of the Master
        Servicer hereunder and may, but is not obligated to, perform, or cause a
        designee to perform, any defaulted obligation of the Master Servicer hereunder
        and in connection with any such defaulted obligation to exercise the related
        rights of the Master Servicer hereunder; provided that the Master Servicer
        shall
        not be relieved of any of its obligations hereunder by virtue of such
        performance by the Depositor or its designee.  Neither the Trustee nor
        the Depositor shall have any responsibility or liability for any action or
        failure to act by the Master Servicer nor shall the Trustee or the Depositor
        be
        obligated to supervise the performance of the Master Servicer hereunder 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 or termination
        by
        the Depositor), the Trustee or its successor 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 3.09 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
        

       

       

      
        
          
          

        

        
          III-2

          
            

          

        

        
          
          

        

      

       

      repurchases
        or substitutions of Mortgage Loans hereunder including, but not limited to,
        repurchases or substitutions of Mortgage Loans 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 of the
        Master
        Servicer hereunder).  Any such assumption shall be subject to Section
        7.02 hereof.  If the Master Servicer shall for any reason no longer be
        the Master Servicer (including by reason of any Event of Default or termination
        by the Depositor), the Trustee or its successor shall succeed to any rights
        and
        obligations of the Master Servicer under each subservicing
        agreement.

       

      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 or substitute subservicing agreement
        and
        the Mortgage Loans then being serviced thereunder and an accounting of amounts
        collected or held by it and otherwise use its best efforts to effect the
        orderly
        and efficient transfer of the substitute subservicing agreement to the assuming
        party.

       

      
        	
                 

              	
                SECTION
                  3.05.

              	
                Collection
                  of Mortgage
                  Loan Payments; the Certificate Account; the Distribution Account;
                  the
                  Pre-Funding Account and the Capitalized Interest
                  Account.

              


      

       

      (a)           
        The Master Servicer shall make reasonable efforts in accordance with the
        customary and usual standards of practice of prudent mortgage servicers 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 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 180 days;
        provided, however, that the Master Servicer cannot extend the maturity of
        any
        such Mortgage Loan past the date on which the final payment is due on the
        latest
        maturing Mortgage Loan as of the Cut-off Date.  In the event of any
        such arrangement, the Master Servicer shall make Advances on the related
        Mortgage Loan in accordance with the provisions of Section 4.01 during the
        scheduled period in accordance with the amortization schedule of such Mortgage
        Loan without modification thereof by reason of such arrangements; provided,
        however, that with respect to a Mortgage Loan that has been modified, the
        Master
        Servicer shall make Advances in accordance with the provisions of Section
        4.01
        and in accordance with the amortization schedule as so modified.  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 no later
        than
        two Business Days after receipt (or, if (i) the current short-term credit
        rating
        of Countrywide from S&P is below “A-2” or, if Countrywide does not have a
        short-term credit rating from S&P, the current long-term credit rating of
        Countrywide from S&P is below “BBB+”, (ii) the current long-term credit
        rating of Countrywide from Moody’s is below “A3” or (iii) the current short-term
        credit rating of Countrywide from Fitch is below “F2”, the Master Servicer shall
        deposit or cause to be deposited on a daily basis within one Business Day
        of
        receipt), except as otherwise specifically provided in this Agreement, 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 Mortgage Loans on or before the Cut
        off
        Date) and the following amounts required to be deposited under this
        Agreement:

       

       

      
        
          
          

        

        
          III-3

          
            

          

        

        
          
          

        

      

       

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

       

      (ii)           
        all payments on account of interest on the Mortgage Loans, net of the Master
        Servicing Fee, Prepayment Interest Excess and any lender-paid mortgage insurance
        premiums;

       

      (iii)           
        [Reserved];

       

      (iv)           all
        Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds, 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;

       

      (v)           
        any amount required to be deposited by the Master Servicer or the Depositor
        pursuant to Section 3.05(e) in connection with any losses on Permitted
        Investments for which it is responsible;

       

      (vi)           any
        amounts required to be deposited by the Master Servicer pursuant to Section
        3.09(c) and in respect of net monthly rental income from REO Property pursuant
        to Section 3.11 hereof;

       

      (vii)          all
        Substitution Adjustment Amounts;

       

      (viii)         all
        Advances made by the Master Servicer pursuant to Section 4.01; and

       

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

       

      In
        addition, with respect to any Mortgage Loan that is subject to a buydown
        agreement, on each Due Date for such Mortgage Loan, in addition to the monthly
        payment remitted by the Mortgagor, the Master Servicer shall cause funds
        to be
        deposited into the Certificate Account in an amount required to cause an
        amount
        of interest to be paid with respect to such Mortgage Loan equal to the amount
        of
        interest that has accrued on such Mortgage Loan from the preceding Due Date
        at
        the Mortgage Rate net of the Master Servicing Fee.

       

      The
        foregoing requirements for remittance by the Master Servicer shall be exclusive,
        it being understood and agreed that, without limiting the generality of the
        foregoing, payments in the nature of Prepayment Charges, 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, 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 Trustee or such other 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.

       

      (c)           
        [Reserved].

       

      (d)           
        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:

       

       

      
        
          
          

        

        
          III-4

          
            

          

        

        
          
          

        

      

       

      (i)           
        the aggregate amount remitted by the Master Servicer to the Trustee pursuant
        to
        Section 3.08(a)(ix);

       

      (ii)           
        any amount deposited by the Master Servicer or the Depositor pursuant to
        Section
        3.05(e) in connection with any losses on Permitted Investments for which
        it is
        responsible; and

       

      (iii)           
        any other amounts deposited hereunder that are required to be deposited in
        the
        Distribution Account.

       

      In
        the
        event that the Master Servicer shall remit any amount not required to be
        remitted, 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 an
        Officer’s Certificate 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.

       

      (e)                 
        Each institution at which the Certificate Account, the Pre-funding Account,
        the
        Capitalized Interest Account or the Distribution Account is maintained shall
        invest the funds therein as directed in writing by the Master Servicer in
        Permitted Investments, which shall mature not later than (i) in the case
        of the
        Certificate Account, the second Business Day next preceding the related
        Distribution Account Deposit Date (except that if such Permitted Investment
        is
        an obligation of the institution that maintains such account, then such
        Permitted Investment shall mature not later than the Business Day next preceding
        such Distribution Account Deposit Date) and (ii) in the case of the Distribution
        Account, the Business Day next preceding the Distribution Date (except that
        if
        such Permitted Investment is an obligation of the institution that maintains
        such fund or account, then such Permitted Investment shall mature not later
        than
        such Distribution Date) and, in each case, shall not be sold or disposed
        of
        prior to its maturity. Each institution at which the Pre-funding Account
        and the
        Capitalized Interest Account is maintained shall invest the funds therein
        in
        Permitted Investments that satisfy the requirements of category (vi) of the
        definition thereof, which do not represent a direct issuance from the respective
        obligor and which mature and shall be reinvested daily. All such Permitted
        Investments shall be made in the name of the Trustee, for the benefit of
        the
        Certificateholders. All income and gain net of any losses realized from any
        such
        investment of funds on deposit in the Certificate Account, or the Distribution
        Account shall be for the benefit of the Master Servicer as servicing
        compensation and shall be remitted to it monthly as provided herein. The
        amount
        of any realized losses in the Certificate Account or the Distribution Account
        incurred in any such account in respect of any such investments shall promptly
        be deposited by the Master Servicer in the Certificate Account or paid to
        the
        Trustee for deposit into the Distribution Account, as applicable. The amount
        of
        any losses in the Pre-funding Account or the Capitalized Interest Account
        incurred in respect of any such investments shall promptly be deposited by
        the
        Depositor in the Pre-funding Account or the Capitalized Interest Account,
        as
        applicable. All income or gain (net of any losses) realized from any such
        investment of funds on deposit in the Capitalized Interest Account shall
        be
        credited to the Capitalized Interest Account. The Trustee in its fiduciary
        capacity 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 Capitalized Interest Account, the Pre-funding Account or the Distribution
        Account and made in accordance with this Section 3.05.

       

      (f)           
        The Master Servicer shall give notice to the Trustee, each Seller, each Rating
        Agency and the Depositor of any proposed change of the location of the
        Certificate Account prior to any change thereof. The Trustee shall give notice
        to the Master Servicer, each Seller, each Rating Agency 

       

       

      
        
          
          

        

        
          III-5

          
            

          

        

        
          
          

        

      

       

      and
        the
        Depositor of any proposed change of the location of the Distribution Account
        prior to any change thereof. The Trustee shall give notice to the Master
        Servicer, each Seller, each Rating Agency and the Depositor of any proposed
        change of the location of the Capitalized Interest Account or the Pre-funding
        Account prior to any change thereof.

       

      (g)                 
        The Trustee shall establish and maintain, on behalf of the Certificateholders,
        the Pre-funding Account. On the Closing Date Countrywide shall remit the
        Pre-funded Amount to the Trustee for deposit in the Pre-funding Account.
        On each
        Supplemental Transfer Date, upon satisfaction of the conditions for such
        Supplemental Transfer Date set forth in Section 2.01(e), with respect to
        the
        related Supplemental Transfer Agreement, the Trustee shall pay to each Seller
        selling Supplemental Mortgage Loans to the Depositor on such Supplemental
        Transfer Date the portion of the Aggregate Supplemental Transfer Amount held
        in
        escrow pursuant to Section 2.01(e) as payment of the purchase price for the
        Supplemental Mortgage Loans sold by such Seller. If at any time the Depositor
        becomes aware that the Cut-off Date Stated Principal Balance of Supplemental
        Mortgage Loans reflected on any Supplemental Transfer Agreement exceeds the
        actual Cut-off Date Stated Principal Balance of the relevant Supplemental
        Mortgage Loans, the Depositor may so notify the Trustee and the Trustee shall
        redeposit into the Pre-funding Account the excess reported to it by the
        Depositor.

       

      If
        any
        funds remain in the Pre-funding Account allocated to a Loan Group at the
        end of
        the Funding Period for that Loan Group, to the extent that they represent
        earnings on the amounts originally deposited into the Pre-funding Account
        allocated to that Loan Group, the Trustee shall distribute them to the order
        of
        the Depositor.  The remaining funds shall be transferred to the
        Distribution Account to be included as part of principal distributions to
        the
        related Class of Class PO Certificates, to the extent of the Remaining PO
        Pre-funded Amount for that Loan Group and to the other Classes of the related
        Senior Certificates (other than the related Class of Class PO Certificates),
        to
        the extent of the Remaining Non-PO Pre-funded Amount for that Loan Group,
        as
        applicable.

       

      (h)                 
        The Trustee shall establish and maintain, on behalf of the Certificateholders,
        the Capitalized Interest Account. On the Closing Date, Countrywide shall
        remit
        the aggregate Capitalized Interest Requirement to the Trustee for deposit
        in the
        Capitalized Interest Account. On each Distribution Account Deposit Date related
        to a Funding Period Distribution Date for a Loan Group, upon satisfaction
        of the
        conditions for such Supplemental Transfer Date set forth in Section 2.01(e),
        with respect to the related Supplemental Transfer Agreement, the Trustee
        shall
        transfer from the Capitalized Interest Account to the Distribution Account
        an
        amount equal to the Capitalized Interest Requirement for that Loan Group
        (which,
        to the extent required, may include investment earnings on amounts on deposit
        therein) with respect to the amount remaining in the Pre-funding Account
        for the
        related Distribution Date and Loan Group as identified by Countrywide in
        the
        Supplemental Transfer Agreement.

       

      On
        each
        Supplemental Transfer Date, upon satisfaction of the conditions for such
        Supplemental Transfer Date set forth in Section 2.01(e), the Trustee shall
        withdraw from the Capitalized Interest Account the Capitalized Interest Release
        Amount for such Supplemental Transfer Date and distribute the amount to the
        order of Countrywide.  If any funds remain in the Capitalized Interest
        Account at the end of the Distribution Amount Deposit Date for the latest
        Funding Period Distribution Date, the Trustee shall distribute any such
        remaining funds to the order of Countrywide on the latest Funding Period
        Distribution Date.

       

      
        	
                 

              	
                SECTION
                  3.06.

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

              


      

       

      (a)           
        To the extent required by the related Mortgage Note and not violative of
        current
        law, the Master Servicer shall establish and maintain one or more accounts
        (each, an “Escrow Account”) 

       

       

      
        
          
          

        

        
          III-6

          
            

          

        

        
          
          

        

      

       

      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.

       

      (b)           
        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 assessments and insurance
        premiums) and 3.09 hereof (with respect to hazard insurance), to refund to
        any
        Mortgagors any sums 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.

       

      (c)           
        The Master Servicer shall advance any payments referred to in Section 3.06(a)
        that are not timely paid by the Mortgagors on the date when the tax, premium
        or
        other cost for which such payment is intended is due, but the Master Servicer
        shall be required so to advance only to the extent that such advances, in
        the
        good faith judgment of the Master Servicer, will be recoverable by the Master
        Servicer out of Insurance Proceeds, Liquidation Proceeds or
        otherwise.

       

      
        	
                 

              	
                SECTION
                  3.07.

              	
                Access
                  to Certain
                  Documentation and Information Regarding the Mortgage Loans.
                  

              


      

       

      The
        Master Servicer shall afford each Seller, the Depositor and the Trustee
        reasonable access to all records and documentation regarding the Mortgage
        Loans
        and all accounts, insurance information 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 office designated by the
        Master
        Servicer.

       

      Upon
        reasonable advance notice in writing, the Master Servicer will provide to
        each
        Certificateholder and/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 and/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 and/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 and the Distribution Account.
                  

              


      

       

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

       

      (i)           
        to pay to the Master Servicer (to the extent not previously retained by the
        Master Servicer) the servicing compensation to which it is entitled pursuant
        to
        Section 3.14, and to pay to the Master Servicer, as additional servicing
        compensation, earnings on or investment income with respect to funds in or
        credited to the Certificate Account;

       

       

      
        
          
          

        

        
          III-7

          
            

          

        

        
          
          

        

      

       

      (ii)           
        to reimburse each of the Master Servicer and the Trustee for unreimbursed
        Advances made by it, such right of reimbursement pursuant to this subclause
        (ii)
        being limited to amounts received on the Mortgage Loan(s) in respect of which
        any such Advance was made;

       

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

       

      (iv)           
        to reimburse the Master Servicer for Insured Expenses from the related Insurance
        Proceeds;

       

      (v)           
        to reimburse the Master Servicer for (a) unreimbursed Servicing Advances,
        the
        Master Servicer’s right to reimbursement pursuant to this clause (a) with
        respect to any Mortgage Loan being limited to amounts received on such Mortgage
        Loan(s) that represent late recoveries of the payments for which such advances
        were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master
        Servicing Fees as provided in Section 3.11 hereof;

       

      (vi)           
        to pay to the purchaser, with respect to each Mortgage Loan or property acquired
        in respect thereof that has been purchased pursuant to Section 2.02, 2.03
        or
        3.11, all amounts received thereon after the date of such purchase;

       

      (vii)           
        to reimburse the Sellers, the Master Servicer or the Depositor for expenses
        incurred by any of them and reimbursable pursuant to Section 6.03
        hereof;

       

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

       

      (ix)           
        on or prior to the Distribution Account Deposit Date, to withdraw an amount
        equal to the sum of (a) the related Available Funds and (b) the Trustee Fee
        for
        such Distribution Date and remit such amount to the Trustee for deposit in
        the
        Distribution Account; and

       

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

       

      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 such subclauses (i), (ii), (iv), (v) and
        (vi).  Prior to making any withdrawal from the Certificate Account
        pursuant to subclause (iii), 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 Loans(s), and their respective
        portions of such Nonrecoverable Advance.

       

      (b)           
        The Trustee shall withdraw funds from the Distribution Account for distributions
        to 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
        withhold pursuant to the third paragraph of Section 8.11). In addition, the
        Trustee may from time to time make withdrawals from the Distribution Account
        for
        the following purposes:

       

      (i)           
        to pay to itself the Trustee Fee for the related Distribution Date;

       

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

       

       

      
        
          
          

        

        
          III-8

          
            

          

        

        
          
          

        

      

       

      (iii)           
        to withdraw and return to the Master Servicer any amount deposited in the
        Distribution Account and not required to be deposited therein;

       

      (iv)           
        to reimburse the Trustee for any unreimbursed Advances made by it pursuant
        to
        Section 4.01(b) 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)(ii) hereof;

       

      (v)           
        to reimburse the Trustee for any Nonrecoverable Advance previously made by
        the
        Trustee pursuant to Section 4.01(b) 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)(iii) hereof; and

       

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

       

      
        	
                 

              	
                SECTION
                  3.09.

              	
                Maintenance
                  of Hazard
                  Insurance; Maintenance of Primary Insurance
                  Policies.

              


      

       

      (a)           
        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 or (ii) the greater of (y) the outstanding principal balance
        of
        the Mortgage Loan and (z) 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. Each such policy of standard hazard insurance shall contain,
        or have
        an accompanying endorsement that contains, a standard mortgagee clause. 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 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 unless such costs are part of a Capitalized
        Advance.  Such costs shall be recoverable by the Master Servicer out
        of late payments by the related Mortgagor or out of the proceeds of liquidation
        of the Mortgage Loan 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 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 least of (i) the outstanding
        principal balance of the related Mortgage Loan, (ii) the replacement value
        of
        the improvements that are part of such Mortgaged Property, and (iii) the
        maximum
        amount of such insurance available for the related Mortgaged Property under
        the
        national flood insurance program.

       

      (b)           
        The Master Servicer shall not take any action that would result in non-coverage
        under any applicable Primary Insurance Policy of any loss that, but for the
        actions of the Master Servicer, would have been covered thereunder. The Master
        Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
        that is in effect at the date of the initial issuance of the Certificates
        and is


       

       

      
        
          
          

        

        
          III-9

          
            

          

        

        
          
          

        

      

       

      required
        to be kept in force hereunder unless the replacement Primary Insurance Policy
        for such canceled or non-renewed policy is maintained with a Qualified
        Insurer.

       

      Except
        with respect to any Lender PMI Mortgage Loans, the Master Servicer shall
        not be
        required to maintain any Primary Insurance Policy (i) with respect to any
        Mortgage Loan with a Loan-to-Value Ratio less than or equal to 80% as of
        any
        date of determination or, based on a new appraisal, the principal balance
        of
        such Mortgage Loan represents 80% or less of the new appraised value or (ii)
        if
        maintaining such Primary Insurance Policy is prohibited by applicable
        law.  With respect to the Lender PMI Mortgage Loans, the Master
        Servicer shall maintain the Primary Insurance Policy for the life of such
        Mortgage Loans, unless otherwise provided for in the related Mortgage Note
        or
        prohibited by law.

       

      The
        Master Servicer agrees to effect the timely payment of the premiums on each
        Primary Insurance Policy, and such costs not otherwise recoverable shall
        be
        recoverable by the Master Servicer from the related proceeds of liquidation
        and
        Subsequent Recoveries.

       

      (c)           
        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
        Certificateholders, claims to the insurer under any Primary Insurance Policies
        and, in this regard, to take such reasonable action as shall be 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.

       

      
        	
                 

              	
                SECTION
                  3.10.

              	
                Enforcement
                  of
                  Due-on-Sale Clauses; Assumption Agreements.
                  

              


      

       

      (a)           
        Except as otherwise provided in this Section, when any property subject to
        a
        Mortgage has been 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 3.10(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
        3.10(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. Notwithstanding the foregoing, the Master Servicer shall
        not
        be deemed to be in default under this Section by reason of any transfer or
        assumption that the Master Servicer reasonably believes it is restricted
        by law
        from preventing, for any reason whatsoever.

       

      (b)           
        Subject to the Master Servicer’s duty to enforce any due-on-sale clause to the
        extent set forth in Section 3.10(a) hereof, in any case in which a Mortgaged
        Property has been conveyed 

       

       

      
        
          
          

        

        
          III-10

          
            

          

        

        
          
          

        

      

       

      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 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 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.  Together with each such substitution, assumption or other
        agreement or instrument delivered to the Trustee for execution by it, the
        Master
        Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer
        stating that the requirements of this subsection have been met in connection
        therewith.  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
                  3.11.

              	
                Realization
                  Upon
                  Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.
                  

              


      

       

      (a)           
        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 meet the
        requirements of the insurer under any Required Insurance Policy; provided,
        however, 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 the proceeds of liquidation of the Mortgage Loan and Subsequent
        Recoveries (respecting which it shall have priority for purposes of withdrawals
        from the Certificate Account). The Master Servicer shall be responsible for
        all
        other costs and expenses incurred by it in any such proceedings; provided,
        however, that it shall be entitled to reimbursement thereof from the proceeds
        of
        liquidation of the Mortgage Loan and Subsequent Recoveries with respect to
        the
        related Mortgaged Property, as provided in the definition of Liquidation
        Proceeds. 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 1 mile radius of any site listed in the
        Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or
        other
        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 its
        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 

       

       

      
        
          
          

        

        
          III-11

          
            

          

        

        
          
          

        

      

       

      such
        REO
        Property references the Pooling and Servicing Agreement and the Trustee’s
        capacity thereunder.  The Master Servicer shall allow any REO Property
        that was subject to a lease at the time of acquisition through foreclosure
        or
        deed-in-lieu of foreclosure to continue to be rented pursuant to such lease,
        but
        upon the expiration of such lease, the Master Servicer shall not take any
        action
        to rent the related REO Property.  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
        Property is located.  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 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.  Any net monthly income 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 required by Sections 1445 and 6050J
        of
        the Code with respect to foreclosures and abandonments, the tax reporting
        required by Section 6050H of the Code with respect to the receipt of mortgage
        interest from individuals and any tax reporting required by Section 6050P
        of the
        Code with respect to the cancellation of indebtedness by certain financial
        entities, by preparing such tax and information returns as may be required,
        in
        the form required, and delivering the same to the Trustee for
        filing.

       

      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 thereof, but in no event later than three
        years after its acquisition by the Trust Fund.  In the event that the
        Trustee shall have been supplied with an Opinion of Counsel to the effect
        that
        the holding by the Trust Fund of such Mortgaged Property subsequent to a
        three-year period, if applicable, will not result in the imposition of taxes
        on
“prohibited transactions” of any REMIC hereunder as defined in Section 860F of
        the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any
        time
        that any Certificates are outstanding, then 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 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 any REMIC hereunder
        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.

       

      In
        the event of a default on a Mortgage
        Loan one or more of whose obligor is not a United States Person, as that
        term is
        defined in Section 7701(a)(30) of the Code, in connection with any foreclosure
        or acquisition of a deed in lieu of foreclosure (together, “foreclosure”) in
        respect of such Mortgage Loan, the Master Servicer will cause compliance
        with
        the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor
        thereto) necessary to assure that no withholding tax obligation arises with
        respect to the proceeds of such foreclosure except to the extent, if any,
        that
        proceeds of such foreclosure are required to be remitted to the obligors
        on such
        Mortgage Loan.

       

      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 rental of any REO Property, 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 Master Servicing Fees, 

       

       

      
        
          
          

        

        
          III-12

          
            

          

        

        
          
          

        

      

       

      Advances
        and Servicing Advances, shall be applied to the payment of principal of and
        interest on the related defaulted Mortgage Loan (with interest accruing as
        though such Mortgage Loan were still current) and all such income shall be
        deemed, for all purposes in this Agreement, to be payments on account of
        principal and interest on the related Mortgage Note and shall be deposited
        into
        the Certificate Account.  To the extent the net income received during
        any calendar month is in excess of the amount attributable to amortizing
        principal and accrued interest at the related Mortgage Rate on the related
        Mortgage Loan for such calendar month, such excess shall be considered to
        be a
        partial prepayment of principal of the related Mortgage Loan.

       

      The
        proceeds from any liquidation of a
        Mortgage Loan, as well as 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 Master Servicing Fees; second,
        to
        reimburse the Master Servicer or the Trustee for any unreimbursed Advances;
        third, to reimburse the Certificate Account for any Nonrecoverable Advances
        (or
        portions thereof) that were previously withdrawn by the Master Servicer or
        the
        Trustee pursuant to Section 3.08(a)(iii) that related to such Mortgage
        Loan; fourth, to accrued and unpaid interest (to the extent no Advance has
        been
        made for such amount or any such Advance has been reimbursed) on the Mortgage
        Loan or related REO Property, at the Adjusted Net Mortgage Rate to the Due
        Date
        occurring in the month in which such amounts are required to be distributed;
        and
        fifth, as a recovery of principal of the Mortgage Loan.  Excess
        Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will
        be
        retained by the Master Servicer as additional servicing compensation pursuant
        to
        Section 3.14.

       

      The
        Master Servicer, in its sole
        discretion, shall have the right to purchase for its own account from the
        Trust
        Fund any Mortgage Loan that is 151 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 next to the last day of the calendar
        month
        in which such Mortgage Loan became 151 days delinquent (such month, the
“Eligible Repurchase Month”); provided further, that any such Mortgage Loan that
        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 under this
        Section 3.11 shall be deposited in the Certificate Account and the Trustee,
        upon
        receipt of a certificate from the Master Servicer in the form of Exhibit N
        to this Agreement, 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.

       

      (b)           
        Countrywide is permitted to solicit Mortgagors for reductions to the Mortgage
        Rates of their respective Mortgage Loans so long as the Mortgagors are not
        selected for solicitation based on the inclusion of the related Mortgage
        Loans
        in the Trust Fund. If a Mortgagor requests a reduction to the Mortgage Rate
        for
        the related Mortgage Loan, the Master Servicer shall agree to a reduction
        in the
        Mortgage Rate of that Mortgage Loan (the “Modified Mortgage Loan”) if (i) no
        monetary default exists with respect to such Mortgage Loan and (ii) Countrywide,
        in its corporate capacity, agrees to purchase the Modified Mortgage Loan
        from
        the Trust Fund immediately following the modification as described
        below.  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 Countrywide and all benefits and burdens of
        ownership thereof, including the right to accrued interest thereon from the
        date
        of modification and the 

       

       

      
        
          
          

        

        
          III-13

          
            

          

        

        
          
          

        

      

       

      risk
        of
        default thereon, shall pass to Countrywide.  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.

       

      Countrywide
        shall remit the Purchase Price for any Modified Mortgage Loan 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 Countrywide
        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 Countrywide any Modified Mortgage Loan previously transferred and
        assigned pursuant hereto.  Countrywide covenants and agrees to
        indemnify the 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 (b), any holding of a Modified Mortgage
        Loan by the Trust Fund or any purchase of a Modified Mortgage Loan by
        Countrywide (but such obligation shall not prevent Countrywide or any other
        appropriate Person from in good faith contesting any such tax in appropriate
        proceedings and shall not prevent Countrywide from withholding payment of
        such
        tax, if permitted by law, pending the outcome of such
        proceedings).  Countrywide 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 Countrywide.  Nothing in
        this Section 3.11(b) restricts the ability of the Master Servicer to modify
        a
        Mortgage Loan in a manner that is consistent with the servicing standard
        set
        forth in Section 3.01; provided, however, that Countrywide shall have no
        obligation to purchase any such modified Mortgage Loan.

       

      
        	
                 

              	
                SECTION
                  3.12.

              	
                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 immediately notify the Trustee by
        delivering, or causing to be delivered a Request for 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 System of such Mortgage and to
        execute
        and deliver, on behalf of the Trustee and the Certificateholders or any of
        them,
        any and all instruments of satisfaction or cancellation or of partial or
        full
        release.  Expenses incurred in connection with any instrument of
        satisfaction or deed of reconveyance shall be chargeable to the related
        Mortgagor.  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 Release, release the documents requested or the entire Mortgage
        File, as applicable, to the Master Servicer.  If the Master Servicer
        sends a Request for Release in electronic form acceptable to the Trustee,
        the
        Master Servicer hereby acknowledges and agrees as follows:

       

      
        
          
          

        

        
          III-14

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 

              	
                (i)

              	
                the
                  Master Servicer shall hold and retain possession of the documents
                  released
                  to it from the related Mortgage File in trust for the benefit of
                  the
                  Trustee, solely for the purposes provided in this Agreement;
                  

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  Master Servicer shall not cause or knowingly permit the documents
                  released
                  to it from the related Mortgage File 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 such documents or
                  any
                  proceeds thereof; 

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  Master Servicer shall return each and every document requested
                  from the
                  related Mortgage File to the Trustee when the need therefor no
                  longer
                  exists, unless the Mortgage Loan relating to such documents has
                  been
                  liquidated and the proceeds thereof have been remitted to the Certificate
                  Account and except as expressly provided in this Agreement; and
                  

              


      

       

      
        	
                 

              	
                (iv)

              	
                the
                  documents released to the Master Servicer from the related Mortgage
                  File
                  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 Trustee, and the Master Servicer
                  shall
                  keep such documents and any proceeds separate and distinct from
                  all other
                  property in the Master Servicer’s possession, custody or control.
                  

              


      

       

      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
        Release.

       

      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.

       

      
        	
                 

              	
                SECTION
                  3.13.

              	
                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 which 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 and any 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 Trustee and shall be and remain the sole
        and
        exclusive property of the Trustee, 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, Distribution Account or any 

       

       

       

      
        
          
          

        

        
          III-15

          
            

          

        

        
          
          

        

      

       

      Escrow
        Account, 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 setoff 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
                  3.14.

              	
                Servicing
                  Compensation. 

              


      

       

      As
        compensation for its activities hereunder, the Master Servicer shall be entitled
        to retain or withdraw from the Certificate Account an amount equal to the
        Master
        Servicing Fee; provided, that the aggregate Master Servicing Fee for a Loan
        Group with respect to any Distribution Date shall be reduced (i) by an amount
        equal to the aggregate of the Prepayment Interest Shortfalls on all of the
        Mortgage Loans, if any, with respect to such Distribution Date, but not to
        exceed the Compensating Interest for such Loan Group and such Distribution
        Date,
        and (ii) with respect to the first Distribution Date, an amount equal to
        any
        amount to be deposited into the Distribution Account by the Depositor pursuant
        to Section 2.01(a) and not so deposited.

       

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

       

      
        	
                 

              	
                SECTION
                  3.15.

              	
                Access
                  to Certain
                  Documentation. 

              


      

       

      The
        Master Servicer shall provide to the OTS and the FDIC and to comparable
        regulatory authorities supervising Holders and/or 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 designated by the Master
        Servicer.  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.

       

      The
        Master Servicer acknowledges that as part of its servicing activities, the
        Master Servicer shall 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
        related to the Mortgage Loans to Equifax, Experian and Trans Union Credit
        Information Company (three of the nationally recognized credit bureaus) on
        a
        monthly basis.

       

      
        	
                 

              	
                SECTION
                  3.16.

              	
                Annual
                  Statement as to
                  Compliance. 

              


      

       

      (a)           
        The Master Servicer shall deliver to the Depositor and the Trustee on or
        before
        March 15 of each year, commencing with its 2008 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


       

       

      
        
          
          

        

        
          III-16

          
            

          

        

        
          
          

        

      

       

      (or
        applicable portion thereof) 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 in all material respects
        throughout such year (or applicable portion thereof), or, if there has been
        a
        failure to fulfill any such obligation in any material respect, specifying
        each
        such failure known to such officer and the nature and status
        thereof.

       

      (b)           
        The Master Servicer shall cause each Subservicer to deliver to the Depositor
        and
        the Trustee on or before March 15 of each year, commencing with its 2008
        fiscal
        year, an Officer’s Certificate stating, as to the signer thereof, that (i) a
        review of the activities of such Subservicer during the preceding calendar
        year
        (or applicable portion thereof) and of the performance of the Subservicer
        under
        the applicable Subservicing Agreement or primary servicing agreement, has
        been
        made under such officer’s supervision and (ii) to the best of such officer’s
        knowledge, based on such review, such Subservicer has fulfilled all its
        obligations under the applicable Subservicing Agreement or primary servicing
        agreement, in all material respects throughout such year (or applicable portion
        thereof), or, if there has been a failure to fulfill any such obligation
        in any
        material respect, specifying each such failure known to such officer and
        the
        nature and status thereof.

       

      (c)           
        The Trustee shall forward a copy of each such statement to each Rating
        Agency.

       

      
        	
                 

              	
                SECTION
                  3.17.

              	
                Errors
                  and Omissions
                  Insurance; Fidelity Bonds. 

              


      

       

      The
        Master Servicer shall for so long as it acts as master 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 Master
        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 FNMA or FHLMC for persons
        performing servicing for mortgage loans purchased by FNMA or
        FHLMC.  In the event that any such policy or bond ceases to be in
        effect, the Master Servicer shall 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.

       

      


      
        
          
          

        

        
          III-17

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        IV


       

      DISTRIBUTIONS
        AND

      ADVANCES
        BY THE MASTER SERVICER

       

      
        	
                 

              	
                SECTION
                  4.01.

              	
                Advances.
                  

              


      

       

      (a)           
        The Master Servicer shall determine on or before each Master Servicer Advance
        Date whether it is required to make an Advance pursuant to the definition
        thereof. If the Master Servicer determines it is required to make an Advance,
        it
        shall, on or before the Master Servicer Advance Date, either (i) deposit
        into
        the Certificate Account an amount equal to the Advance or (ii) make an
        appropriate entry in its records relating to the Certificate Account that
        any
        Amount Held for Future Distribution for the applicable Loan Group has been
        used
        by the Master Servicer in discharge of its obligation to make any such Advance.
        Any funds so applied shall be replaced by the Master Servicer by deposit
        in the
        Certificate Account no later than the close of business on the next Master
        Servicer Advance Date. 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 if such Mortgage Loan has been
        foreclosed or otherwise terminated and the related Mortgaged Property has
        not
        been liquidated.

       

      (b)           
        If the Master Servicer determines that it will be unable to comply with its
        obligation to make the Advances as and when described in the second sentence
        of
        Section 4.01(a), 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 telecopy), 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(b) shall accrue interest on behalf 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(b) together with accrued interest, not later than the fifth
        day
        following the related Master Servicer Advance 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 have the right,
        but
        not the obligation, to immediately (a) terminate all of the rights and
        obligations of the Master Servicer under this Agreement in accordance with
        Section 7.01 and (b) subject to the limitations set forth in Section 3.04,
        assume all of the rights and obligations of the Master Servicer
        hereunder.

       

      (c)           
        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
        

       

       

      
        
          
          

        

        
          IV-1

          
            

          

        

        
          
          

        

      

       

      (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.

              	
                Priorities
                  of
                  Distribution. 

              


      

       

      (a)           
        (1)            With
        respect to Available Funds for Loan Group 1, on each Distribution Date, the
        Trustee shall withdraw such Available Funds from the Distribution Account
        and
        apply such funds to distributions on the specified Classes of Group 1 Senior
        Certificates in the following order, in each case, to the extent of Available
        Funds remaining:

       

      (i)           
        [Reserved];

       

      (ii)           
        concurrently, to each interest-bearing Class of Group 1 Senior Certificates,
        an
        amount allocable to interest equal to the related Class Optimal Interest
        Distribution Amount, any shortfall being allocated among such Classes in
        proportion to the amount of the Class Optimal Interest Distribution Amount
        with
        respect to the Group 1 Certificates that would have been distributed in the
        absence of such shortfall, provided that prior to an Accrual Termination
        Date,
        the related Accrual Amount shall be distributed as provided in Section
        4.02(a)(1)(iii);

       

      (iii)           
        [Reserved];

       

      (iv)           
        to each Class of Group 1 Senior Certificates, concurrently, as
        follows:

       

      (x)           
        to the Class 1-PO Certificates, the related PO Formula Principal Amount,
        until
        the Class Certificate Balance thereof is reduced to zero; and

       

      (y)           
        the related Non-PO Formula Principal Amount, up to the amount of the Senior
        Principal Distribution Amount for Loan Group 1 for such Distribution Date,
        in
        the following order:

       

      1.            
        to the Class A-R Certificates, until its Class Certificate Balance is reduced
        to
        zero; and

      


      2.            
        concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates, pro rata,
        until
        their respective Class Certificate Balances are reduced to zero;
        and

      


      (v)           
        to the Class 1-PO Certificates, any related Class PO Deferred Amount, up
        to an
        amount not to exceed the amount calculated pursuant to clause (A) of the
        definition of the Subordinated Principal Distribution Amount for Loan Group
        1
        actually received or advanced for such Distribution Date (with such amount
        to be
        allocated first from amounts calculated pursuant to (A)(i), then (ii), and
        then
        (iii) of the definition of Subordinated Principal Distribution
        Amount).

       

      (2)  With
        respect to the Available Funds for Loan Group 2 on each Distribution Date,
        the
        Trustee shall withdraw such Available Funds from the Distribution Account
        and
        apply such funds to distributions on the specified Classes of Group 2 Senior
        Certificates in the following order, in each case, to the extent of Available
        Funds remaining:

       

      (i)           
        [Reserved];

       

       

      
        
          
          

        

        
          IV-2

          
            

          

        

        
          
          

        

      

       

      (ii)           
        concurrently, to each interest-bearing Class of Group 2 Senior Certificates,
        an
        amount allocable to interest equal to the related Class Optimal Interest
        Distribution Amount, any shortfall being allocated among such Classes in
        proportion to the amount of the Class Optimal Interest Distribution Amount
        with
        respect to the Group 2 Certificates that would have been distributed in the
        absence of such shortfall, provided that prior to an Accrual Termination
        Date,
        the related Accrual Amount shall be distributed as provided in Section
        4.02(a)(2)(iii);

       

      (iii)           
        [Reserved];

       

      (iv)           
        to each Class of Group 2 Senior Certificates, concurrently, as
        follows:

       

      (x)           
        to the Class 2-PO Certificates, the related PO Formula Principal Amount,
        until
        the Class Certificate Balance thereof is reduced to zero; and

       

      (y)           
        the related Non-PO Formula Principal Amount, up to the amount of the Senior
        Principal Distribution Amount for Loan Group 2 for such Distribution Date
        concurrently, to the Class 2-A-1 and Class 2-A-2 Certificates, pro rata,
        until
        their respective Class Certificate Balances are reduced to zero;
        and

       

      (v)           
        to the Class 2-PO Certificates, any related Class PO Deferred Amount, up
        to an
        amount not to exceed the amount calculated pursuant to clause (A) of the
        definition of the Subordinated Principal Distribution Amount for Loan Group
        2
        actually received or advanced for such Distribution Date (with such amount
        to be
        allocated first from amounts calculated pursuant to (A)(i) and (ii) then
        (iii)
        of the definition of Subordinated Principal Distribution Amount).

       

      (3)  On
        each Distribution Date, after making the distributions described in Section
        4.02(a)(1) and Section 4.02(a)(2) above, the remaining Available Funds from
        each
        Loan Group will be distributed to the Senior Certificates to the extent provided
        in Section 4.05 hereof.

       

      (4)  On
        each Distribution Date, Available Funds from both Loan Groups remaining after
        making the distributions described in Section 4.02(a)(1), Section 4.02(a)(2)
        and
        Section 4.02(a)(3) above will be distributed to the Subordinated Certificates
        and the Class A-R Certificates in the following order, in each case, to the
        extent of such funds remaining:

       

      
        	
                 

              	
                (A)

              	
                to
                  the Class M Certificates, an amount allocable to interest equal to
                  the Class Optimal Interest Distribution Amount for such Class for
                  such
                  Distribution Date; 

              


      

       

      
        	
                 

              	
                (B)

              	
                to
                  the Class M Certificates, an amount allocable to principal equal to
                  its Pro Rata Share for such Distribution Date until its Class Certificate
                  Balance is reduced to zero; 

              


      

       

      
        	
                 

              	
                (C)

              	
                to
                  the Class B-1 Certificates, an amount allocable to interest equal to
                  the Class Optimal Interest Distribution Amount for such Class for
                  such
                  Distribution Date; 

              


      

       

      
        	
                 

              	
                (D)

              	
                to
                  the Class B-1 Certificates, an amount allocable to principal equal to
                  its Pro Rata Share for such Distribution Date until its Class Certificate
                  Balance is reduced to zero; 

              


      

       

      
        	
                 

              	
                (E)

              	
                to
                  the Class B-2 Certificates, an amount allocable to interest equal to
                  the Class Optimal Interest Distribution Amount for such Class for
                  such
                  Distribution Date; 

              


      

       

       

      
        
          
          

        

        
          IV-3

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (F)

              	
                to
                  the Class B-2 Certificates, an amount allocable to principal equal to
                  its Pro Rata Share for such Distribution Date until its Class Certificate
                  Balance is reduced to zero; 

              


      

       

      
        	
                 

              	
                (G)

              	
                to
                  the Class B-3 Certificates, an amount allocable to interest equal to
                  the Class Optimal Interest Distribution Amount for such Class for
                  such
                  Distribution Date; 

              


      

       

      
        	
                 

              	
                (H)

              	
                to
                  the Class B-3 Certificates, an amount allocable to principal equal to
                  its Pro Rata Share for such Distribution Date until its Class Certificate
                  Balance is reduced to zero; 

              


      

       

      
        	
                 

              	
                (I)

              	
                to
                  the Class B-4 Certificates, an amount allocable to interest equal to
                  the Class Optimal Interest Distribution Amount for such Class for
                  such
                  Distribution Date; 

              


      

       

      
        	
                 

              	
                (J)

              	
                to
                  the Class B-4 Certificates, an amount allocable to principal equal to
                  its Pro Rata Share for such Distribution Date until its Class Certificate
                  Balance is reduced to zero; 

              


      

       

      
        	
                 

              	
                (K)

              	
                to
                   the Class B-5 Certificates, an amount allocable to interest equal to
                  the Class Optimal Interest Distribution Amount for such Class for
                  such
                  Distribution Date; 

              


      

       

      
        	
                 

              	
                (L)

              	
                to
                  the Class B-5 Certificates, an amount allocable to principal equal to
                  its Pro Rata Share for such Distribution Date until its Class Certificate
                  Balance is reduced to zero; and 

              


      

       

      
        	
                 

              	
                (M)

              	
                to
                  the Class A-R Certificates, any remaining funds in the Trust Fund.
                  

              


      

       

      If
        any
        Class of Depositable Certificates has been surrendered to the Trustee for
        Exchangeable Certificates, the Trustee, as holder of such surrendered
        Depositable Certificates, shall deposit any amounts distributable to such
        Class
        of Depositable Certificates in this Section 4.02(a) into the Exchangeable
        Certificates Distribution Account and shall distribute such amounts to the
        Holders of the related Class or Classes of Exchangeable Certificates pursuant
        to
        Section 5.07(b).

       

      On
        any
        Distribution Date, amounts distributed in respect of Class PO Deferred Amounts
        will not reduce the Class Certificate Balance of the related Class of Class
        PO
        Certificates.

       

      On
        any
        Distribution Date, to the extent the Amount Available for Senior Principal
        for a
        Loan Group is insufficient to make the full distribution required to be made
        pursuant to the applicable subclauses (iv)(x) above, (A) the amount
        distributable on the applicable Class of Class PO Certificates in respect
        of
        principal pursuant to such subclause (iv)(x), shall be equal to the product
        of
        (1) the Amount Available for Senior Principal for such Loan Group and (2)
        a
        fraction, the numerator of which is the related PO Formula Principal Amount
        and
        the denominator of which is the sum of such PO Formula Principal Amount and
        the
        applicable Senior Principal Distribution Amount and (B) the amount distributable
        on the related Senior Certificates, other than the applicable Class of Class
        PO
        Certificates, in respect of principal pursuant to such clause (iv)(y) shall
        be
        equal to the product of (1) such Amount Available for Senior Principal and
        (2) a
        fraction, the numerator of which is the applicable Senior Principal Distribution
        Amount and the denominator of which is the sum of such Senior Principal
        Distribution Amount and the related PO Formula Principal Amount.

       

      (b)           
        On each Distribution Date prior to and including the applicable Accrual
        Termination Date with respect to each Class or Component of Accrual
        Certificates, the Accrual Amount 

       

       

      
        
          
          

        

        
          IV-4

          
            

          

        

        
          
          

        

      

       

      for
        such
        Class or Component for such Distribution Date shall not (except as provided
        in
        the second to last sentence in this paragraph) be distributed as interest
        with
        respect to such Class or Component of Accrual Certificates, but shall
        instead be added to the related Class Certificate Balance of such
        Class on the related Distribution Date.  With respect to any
        Distribution Date prior to and including the applicable Accrual Termination
        Date
        on which principal payments on any Class or Component of Accrual
        Certificates are distributed pursuant to Section 4.02(a)(1) or Section
        4.02(a)(2), as applicable, the related Accrual Amount shall be deemed to
        have
        been added on such Distribution Date to the related Class Certificate
        Balance of such Class or Component of Accrual Certificates (and included
        in the
        amount distributable on the related Class or Classes or Component of
        Accretion Directed Certificates pursuant to Section 4.02(a)(1)(iii) or Section
        4.02(a)(2)(iii), as applicable, for such Distribution Date) and the related
        distribution thereon shall be deemed to have been applied concurrently towards
        the reduction of all or a portion of the amount so added and, to the extent
        of
        any excess, towards the reduction of the Class Certificate Balance or
        Component Balance of such Class or Component of Accrual Certificates
        immediately prior to such Distribution Date. Notwithstanding any such
        distribution, the Accrual Certificates shall continue to be a Class of
        Accrual Certificates on each subsequent Distribution Date until the applicable
        Accrual Termination Date.

       

      (c)           
        [Reserved].

       

      (d)           
        On each Distribution Date, the amount referred to in clause (i) of the
        definition of Class Optimal Interest Distribution Amount for each
        Class of Certificates for such Distribution Date shall be reduced for each
        Class of Senior Certificates of a Senior Certificate Group and each
        Class of Subordinated Certificates by (i) the related Class’ pro rata share of Net
        Prepayment Interest Shortfalls for such Loan Group based (x) with respect
        to a
        Class of Senior Certificates, on the related Class Optimal Interest Distribution
        Amount and (y) with respect to the Class of Subordinated Certificates on
        or
        prior to a Senior Termination Date on the Assumed Interest Amount and after
        such
        Senior Termination Date, the related Class’ Class Optimal Interest
        Distribution Amount for such Distribution Date, without taking into account
        such
        Net Prepayment Interest Shortfalls, and (ii) the related Class’ Allocable Share
        of the interest portion of the related Debt Service Reduction and each Relief
        Act Reduction for the Mortgage Loans in the related Loan Group (or, after
        the
        Senior Credit Support Depletion Date, any Mortgage Loan) incurred during
        the
        calendar month preceding the month of such Distribution Date.

       

      (e)           
        Notwithstanding the priority and allocation contained in Section 4.02(a)(4),
        if,
        on any Distribution Date, with respect to any Class of Subordinated
        Certificates (other than the Class of Subordinated Certificates then outstanding
        with the highest priority of distribution), the sum of the related
        Class Subordination Percentages of such Class and all Classes of
        Subordinated Certificates that have a higher numerical Class designation
        than such Class (the “Applicable Credit Support Percentage”) is less than
        the Original Applicable Credit Support Percentage for such Class, no
        distribution of Principal Prepayments will be made to any such Classes (the
        “Restricted Classes”) and the amount of such Principal Prepayments otherwise
        distributable to the Restricted Classes shall be distributed to any Classes
        of
        Subordinated Certificates having lower numerical Class designations than
        such Class, pro rata, based on their respective Class Certificate Balances
        immediately prior to such Distribution Date and shall be distributed in the
        sequential order provided in Section 4.02(a)(4).

       

      (f)           
        If the amount of a Realized Loss on a Mortgage Loan in a Loan Group has been
        reduced by application of Subsequent Recoveries with respect to such Mortgage
        Loan, the amount of such Subsequent Recoveries will be applied sequentially,
        in
        the order of payment priority, to increase the Class Certificate Balance
        of each
        related Class of Certificates to which Realized Losses have been allocated,
        but
        in each case by not more than the amount of Realized Losses previously allocated
        to that Class of Certificates pursuant to Section 4.04. Holders of such
        Certificates will not be entitled to any payment in respect of the Class
        Optimal
        Interest Distribution Amount on the amount of such increases for any


       

       

      
        
          
          

        

        
          IV-5

          
            

          

        

        
          
          

        

      

       

      Interest
        Accrual Period preceding the Distribution Date on which such increase occurs.
        Any such increases shall be applied pro rata to the Certificate Balance of
        each
        Certificate of such Class.

       

      
        	
                 

              	
                SECTION
                  4.03.

              	
                [Reserved].
                  

              


      

       

      
        	
                 

              	
                SECTION
                  4.04.

              	
                Allocation
                  of Realized
                  Losses. 

              


      

       

      (a)           
        On or prior to each Determination Date, the Trustee shall determine the total
        amount of Realized Losses with respect to the related Distribution Date.
        For
        purposes of allocating losses to the Subordinated Certificates, the Class
        M
        Certificates will be deemed to have a lower numerical Class designation,
        and to be of a higher relative payment priority, than each other Class of
        Subordinated Certificates.

       

      Realized
        Losses with respect to any Distribution Date shall be allocated as
        follows:

       

      (i)           
        the applicable PO Percentage of any Realized Loss on a Mortgage Loan in a
        Loan
        Group shall be allocated to the related Class of Class PO Certificates, until
        the Class Certificate Balance thereof is reduced to zero; and

       

      (ii)           
        the applicable Non-PO Percentage of any Realized Loss for a Loan Group shall
        be
        allocated first to the Subordinated Certificates in reverse order of their
        respective numerical Class designations (beginning with the Class of
        Subordinated Certificates then outstanding with the highest numerical
        Class designation) until the respective Class Certificate Balance of
        each such Class is reduced to zero, and second, (i) the Non-PO Percentage
        of any Realized Losses on the Mortgage Loans in Loan Group 1 will be allocated,
        sequentially, to the Class 1-A-2 and Class 1-A-1 Certificates, in that order,
        until their respective Class Certificate Balances are reduced to zero, and
        (ii)
        the Non-PO Percentage of any Realized Losses on the Mortgage Loans in Loan
        Group
        2 will be allocated, sequentially, to the Class 2-A-2 and Class 2-A-1
        Certificates, in that order, until their respective Class Certificate Balances
        are reduced to zero.

       

      (b)           
        The Class Certificate Balance of the Class of Subordinated Certificates
        then outstanding with the highest numerical Class designation shall be
        reduced on each Distribution Date by the sum of (i) the amount of any payments
        on the Class PO Certificates in respect of Class PO Deferred Amounts and
        (ii) the amount, if any, by which the aggregate of the Class Certificate
        Balances of all outstanding Classes of Senior and Subordinated Certificates
        (after giving effect to the distribution of principal and the allocation
        of
        Realized Losses and Class PO Deferred Amounts on such Distribution Date)
        exceeds the Pool Stated Principal Balance for the following Distribution
        Date.

       

      (c)           
        Any Realized Losses allocated to a Class of Certificates or any reduction
        in the Class Certificate Balance of a Class of Certificates pursuant
        to Section 4.04(a) above shall be allocated among the Certificates of such
        Class in proportion to their respective Certificate Balances.

       

      (d)           
        Any allocation of Realized Losses to a Certificate or to any Component or
        any
        reduction in the Certificate Balance or Component Balance of a Certificate
        or
        Component, pursuant to Section 4.04(a) above shall be accomplished by reducing
        the Certificate Balance or Component Balance thereof, as applicable, immediately
        following the distributions made on the related Distribution Date in accordance
        with the definition of “Certificate Balance” or “Component Balance,” as the case
        may be.  All Realized Losses allocated to a Class of Component
        Certificates will be allocated, pro rata, to the related
        Components.

       

       

      
        
          
          

        

        
          IV-6

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                SECTION
                  4.05.

              	
                Cross-Collateralization;
                  Adjustments to Available Funds.


              


      

       

      (a)           
        [Reserved].

       

      (b)           
        If on any Distribution Date the Class Certificate Balance of the Senior
        Certificates in a Certificate Group (other than the related Class of Class
        PO
        Certificates) is greater than the aggregate of the Non-PO Percentages of
        the
        Stated Principal Balance of the Mortgage Loans in the related Loan Group
        (the
“Undercollateralized Group”), then the Trustee shall reduce the Available Funds
        of the other Loan Group that is not undercollateralized (the “Overcollateralized
        Group”), as follows:

       

      (1)           
        to add to the Available Funds of the Undercollateralized Group an amount
        equal
        to the Available Funds of the Overcollateralized Group remaining after making
        distributions to the Senior Certificates of the Overcollateralized Group
        on such
        Distribution Date pursuant to Section 4.02; and

       

      (2)           
        to the Senior Certificates, other than the related Class of Class PO
        Certificates, of the Undercollateralized Group, to the extent of the principal
        portion of Available Funds of the Overcollateralized Group remaining after
        making distributions to the Senior Certificates of the Overcollateralized
        Group
        on such Distribution Date pursuant to Section 4.02, until the Class Certificate
        Balance of the Senior Certificates, other than the related Class of Class
        PO
        Certificates, of such Undercollateralized Group equals the aggregate of the
        Non-PO Percentages of the Stated Principal Balance of the Mortgage Loans
        in the
        related Loan Group.

       

      
        	
                 

              	
                SECTION
                  4.06.

              	
                Monthly
                  Statements to
                  Certificateholders. 

              


      

       

      (a)           
        Concurrently with each distribution on a Distribution Date, the Trustee will
        forward by electronic delivery to each Rating Agency and make available to
        Certificateholders on the Trustee’s website
        (http://www.bnyinvestorreporting.com) a statement generally setting forth
        the
        information contained in Exhibit U hereto.  Such statement shall also
        indicate whether any exchanges of Exchangeable Certificates or Depositable
        Certificates have occurred since the immediately preceding Distribution Date
        and, if applicable, the Class designation, Class Certificate Balance or Notional
        Amount and Pass-Through Rate of any Classes of Certificates that were received
        by a Certificateholder as a result of such exchange as well as any Net
        Prepayment Interest Shortfalls and Realized Losses allocated to such
        Certificates as a result of such exchange.

       

      Concurrently
        with each distribution on a Distribution Date, the Trustee will make available
        to each Rating Agency on the Trustee's website, loan-level data containing
        substantially the same fields of information as the loan-level data that
        is
        being provided as of the Cut-off Date in respect of CHL Mortgage Pass-Through
        Trust 2007-20, Mortgage Pass-Through Certificates, Series 2007-20.

       

      (b)           
        The Trustee’s responsibility for disbursing the above information to the
        Certificateholders is limited to the availability, timeliness and accuracy
        of
        the information provided by the Master Servicer.

       

      (c)           
        On or before the fifth Business Day following the end of each Prepayment
        Period
        (but in no event later than the third Business Day prior to the related
        Distribution Date), the Master Servicer shall deliver to the Trustee (which
        delivery may be by electronic data transmission) a report in substantially
        the
        form set forth as Schedule VI hereto.

       

      (d)           
        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 

       

       

      
        
          
          

        

        
          IV-7

          
            

          

        

        
          
          

        

      

       

      Certificateholder,
        a statement containing the information set forth in items (1), (2) and (7)
        of
        Exhibit U hereto 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.

       

      
        	
                 

              	
                SECTION
                  4.07.

              	
                Determination
                  of
                  Pass-Through Rates for COFI Certificates.
                  

              


      

       

      The
        Pass-Through Rate for each Class of COFI Certificates for each Interest
        Accrual Period after the initial Interest Accrual Period shall be determined
        by
        the Trustee as provided below on the basis of the Index and the applicable
        formulae appearing in footnotes corresponding to the COFI Certificates in
        the
        table relating to the Certificates in the Preliminary Statement.

       

      Except
        as
        provided below, with respect to each Interest Accrual Period following the
        initial Interest Accrual Period, the Trustee shall not later than two Business
        Days prior to such Interest Accrual Period but following the publication
        of the
        applicable Index determine the Pass-Through Rate at which interest shall
        accrue
        in respect of the COFI Certificates during the related Interest Accrual
        Period.

       

      Except
        as
        provided below, the Index to be used in determining the respective Pass-Through
        Rates for the COFI Certificates for a particular Interest Accrual Period
        shall
        be COFI for the second calendar month preceding the Outside Reference Date
        for
        such Interest Accrual Period.  If at the Outside Reference Date for
        any Interest Accrual Period, COFI for the second calendar month preceding
        such
        Outside Reference Date has not been published, the Trustee shall use COFI
        for
        the third calendar month preceding such Outside Reference Date.  If
        COFI for neither the second nor third calendar months preceding any Outside
        Reference Date has been published on or before the related Outside Reference
        Date, the Index for such Interest Accrual Period and for all subsequent Interest
        Accrual Periods shall be the National Cost of Funds Index for the third calendar
        month preceding such Interest Accrual Period (or the fourth preceding calendar
        month if such National Cost of Funds Index for the third preceding calendar
        month has not been published by such Outside Reference Date).  In the
        event that the National Cost of Funds Index for neither the third nor fourth
        calendar months preceding an Interest Accrual Period has been published on
        or
        before the related Outside Reference Date, then for such Interest Accrual
        Period
        and for each succeeding Interest Accrual Period, the Index shall be LIBOR,
        determined in the manner set forth below.

       

      With
        respect to any Interest Accrual Period for which the applicable Index is
        LIBOR,
        LIBOR for such Interest Accrual Period will be established by the Trustee
        on the
        related Interest Determination Date as provided in Section 4.08.

       

      In
        determining LIBOR and any Pass-Through Rate for the COFI Certificates or
        any
        Reserve Interest Rate, the Trustee may conclusively rely and shall be protected
        in relying upon the offered quotations (whether written, oral or on the Reuters
        Screen) from the Reference Banks or the New York City banks as to LIBOR or
        the
        Reserve Interest Rate, as appropriate, in effect from time to
        time.  The Trustee shall not have any liability or responsibility to
        any Person for (i) the Trustee’s selection of New York City banks for purposes
        of determining any Reserve Interest Rate or (ii) its inability, following
        a
        good-faith reasonable effort, to obtain such quotations from the Reference
        Banks
        or the New York City banks or to determine such arithmetic mean, all as provided
        for in this Section 4.07.

       

      The
        establishment of LIBOR and each Pass-Through Rate for the COFI Certificates
        by
        the Trustee shall (in the absence of manifest error) be final, conclusive
        and
        binding upon each Holder of a Certificate and the Trustee.

       

       

      
        
          
          

        

        
          IV-8

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                SECTION
                  4.08.

              	
                Determination
                  of
                  Pass-Through Rates for LIBOR Certificates.
                  

              


      

       

      (a)           
        On each Interest Determination Date so long as any Certificates that have
        a
        Pass-Through Rate calculated by reference to LIBOR, the Trustee will determine
        LIBOR on the basis of the British Bankers’ Association (“BBA”) “Interest
        Settlement Rate” for one-month deposits in U.S. dollars as quoted on the
        Bloomberg Terminal as of each LIBOR Determination Date.

       

      (b)           
        If on any Interest Determination Date, LIBOR cannot be determined as provided
        in
        paragraph (A) of this Section 4.08, the Trustee shall either (i) request
        each
        Reference Bank to inform the Trustee of the quotation offered by its principal
        London office for making one-month United States dollar deposits in leading
        banks in the London interbank market, as of 11:00 a.m. (London time) on such
        Interest Determination Date or (ii) in lieu of making any such request, rely
        on
        such Reference Bank quotations that appear at such time on the Reuters Screen
        LIBO Page (as defined in the International Swap Dealers Association Inc.
        Code of
        Standard Wording, Assumptions and Provisions for Swaps, 1986 Edition), to
        the
        extent available. LIBOR for the next Interest Accrual Period will be established
        by the Trustee on each interest Determination Date as follows:

       

      (i)           
        If on any Interest Determination Date two or more Reference Banks provide
        such
        offered quotations, LIBOR for the next applicable Interest Accrual Period
        shall
        be the arithmetic mean of such offered quotations (rounding such arithmetic
        mean
        upwards if necessary to the nearest whole multiple of 1/32%).

       

      (ii)           
        If on any Interest Determination Date only one or none of the Reference Banks
        provides such offered quotations, LIBOR for the next Interest Accrual Period
        shall be whichever is the higher of (i) LIBOR as determined on the previous
        Interest Determination Date or (ii) the Reserve Interest Rate. The “Reserve
        Interest Rate” shall be the rate per annum that the Trustee determines to be
        either (i) the arithmetic mean (rounded upwards if necessary to the nearest
        whole multiple of 1/32%) of the one-month United States dollar lending rates
        that New York City banks selected by the Trustee are quoting, on the relevant
        Interest Determination Date, to the principal London offices of at least
        two of
        the Reference Banks to which such quotations are, in the opinion of the Trustee,
        being so made, or (ii) in the event that the Trustee can determine no such
        arithmetic mean, the lowest one-month United States dollar lending rate that
        New
        York City banks selected by the Trustee are quoting on such Interest
        Determination Date to leading European banks.

       

      (iii)           
        If on any Interest Determination Date the Trustee is required but is unable
        to
        determine the Reserve Interest Rate in the manner provided in paragraph (b)
        above, LIBOR for the related Classes of Certificates shall be LIBOR as
        determined on the preceding applicable Interest Determination Date. If on
        the
        initial LIBOR Determination Date the Trustee is required but unable to determine
        LIBOR in the manner provided above, LIBOR for the next Interest Accrual Period
        will be the Initial LIBOR Rate.

       

      Until
        all
        of the LIBOR Certificates are paid in full, the Trustee will at all times
        retain
        at least four Reference Banks for the purpose of determining LIBOR with respect
        to each Interest Determination Date.  The Master Servicer initially
        shall designate the Reference Banks.  Each “Reference Bank” shall be a
        leading bank engaged in transactions in Eurodollar deposits in the international
        Eurocurrency market, shall not control, be controlled by, or be under common
        control with, the Trustee and shall have an established place of business
        in
        London.  If any such Reference Bank should be unwilling or unable to
        act as such or if the Master Servicer should terminate its appointment as
        Reference Bank, the Trustee shall promptly appoint or cause to be appointed
        another Reference Bank.  The Trustee shall have no liability or
        responsibility to any Person for (i) the selection of any Reference Bank
        for


       

       

      
        
          
          

        

        
          IV-9

          
            

          

        

        
          
          

        

      

       

      purposes
        of determining LIBOR or (ii) any inability to retain at least four Reference
        Banks that is caused by circumstances beyond its reasonable
        control.

       

      (c)           
        The Pass-Through Rate for each Class of Certificates, which has a Pass-Through
        Rate that is calculated by reference to LIBOR, for each Interest Accrual
        Period
        shall be determined by the Trustee on each Interest Determination Date so
        long
        as any such Certificate is Outstanding, on the basis of LIBOR and the respective
        formulae appearing in footnotes corresponding to the LIBOR Certificates in
        the
        table relating to the Certificates in the Preliminary Statement.

       

      In
        determining LIBOR, any Pass-Through Rate for the LIBOR Certificates, any
        Interest Settlement Rate, or any Reserve Interest Rate, the Trustee may
        conclusively rely and shall be protected in relying upon the offered quotations
        (whether written, oral or on the Dow Jones Markets) from the BBA designated
        banks, the Reference Banks or the New York City banks as to LIBOR, the Interest
        Settlement Rate or the Reserve Interest Rate, as appropriate, in effect from
        time to time.  The Trustee shall not have any liability or
        responsibility to any Person for (i) the Trustee’s selection of New York City
        banks for purposes of determining any Reserve Interest Rate or (ii) its
        inability, following a good-faith reasonable effort, to obtain such quotations
        from, the BBA designated banks, the Reference Banks or the New York City
        banks
        or to determine such arithmetic mean, all as provided for in this Section
        4.08.

       

      The
        establishment of LIBOR and each Pass-Through Rate for the LIBOR Certificates
        by
        the Trustee shall (in the absence of manifest error) be final, conclusive
        and
        binding upon each Holder of a Certificate and the Trustee.

       

       

      
        
          
          

        

        
          IV-10

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        V


       

      THE
        CERTIFICATES

       

      
        	
                 

              	
                SECTION
                  5.01.

              	
                The
                  Certificates. 

              


      

       

      The
        Certificates shall be substantially in the forms attached hereto as
        exhibits.  The Certificates shall be issuable in registered form, in
        the minimum denominations, integral multiples in excess thereof (except that
        one
        Certificate in each Class may be issued in a different amount that must be
        in excess of the applicable minimum denomination) and aggregate denominations
        per Class set forth in the Preliminary Statement.

       

      Subject
        to Section 9.02 hereof respecting the final distribution on the Certificates,
        on
        each Distribution Date the Trustee shall make distributions to each
        Certificateholder of record on the preceding Record Date either (x) by wire
        transfer in immediately available funds to the account of 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 (A) a Notional Amount Certificate, (B)
        100% of the Class Certificate Balance of any Class of Certificates or
        (C) Certificates of any Class with aggregate principal Denominations of not
        less than $1,000,000 or (y) by check mailed by first class mail to such
        Certificateholder at the address of such holder appearing in the Certificate
        Register.

       

      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 countersignature and delivery of such Certificates
        or
        did not hold such offices at the date of such Certificate.  No
        Certificate shall be entitled to any benefit under this Agreement, or be
        valid
        for any purpose, unless countersigned by the Trustee by manual signature,
        and
        such countersignature upon any Certificate shall be conclusive evidence,
        and the
        only evidence, that such Certificate has been duly executed and delivered
        hereunder.  All Certificates shall be dated the date of their
        countersignature.  On the Closing Date, the Trustee shall countersign
        the Certificates to be issued at the direction of the Depositor, or any
        affiliate thereof.

       

      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, or cause to be maintained in accordance with
        the
        provisions of Section 5.06 hereof, 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 execute and deliver, in the name of the designated transferee
        or transferees, one or more new Certificates of the same Class and
        aggregate Percentage Interest.

       

       

      
        
          
          

        

        
          V-1

          
            

          

        

        
          
          

        

      

       

      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
        cancelled 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 said 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
        laws,
        in order to assure compliance with the Securities Act and such laws, the
        Certificateholder desiring to effect such transfer and such Certificateholder’s
        prospective transferee shall each certify to the Trustee in writing the facts
        surrounding the transfer in substantially the forms set forth in Exhibit
        J-2
        (the “Transferor Certificate”) and (i) deliver a letter in substantially the
        form of either Exhibit K (the “Investment Letter”) or Exhibit L-1 (the “Rule
        144A Letter”) or (ii) there shall be delivered to the Trustee at the expense of
        the transferor an Opinion of Counsel that such transfer may be made pursuant
        to
        an exemption from the Securities Act.  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 and the Depositor, the Sellers and the Master
        Servicer 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 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-1, 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 a Certificate that is an ERISA-Restricted
        Certificate and that has been the subject of an ERISA-Qualifying Underwriting,
        a
        representation that the transferee is an insurance company that 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


       

       

      
        
          
          

        

        
          V-2

          
            

          

        

        
          
          

        

      

       

      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 a Plan, an Opinion of Counsel
        satisfactory to the Trustee, which Opinion of Counsel shall not be an expense
        of
        either the Trustee, the Master Servicer or the Trust Fund, addressed to the
        Trustee and the Master Servicer, to the effect that the purchase and holding
        of
        such ERISA-Restricted Certificate will not result in a non-exempt prohibited
        transaction under Section 406 of ERISA or Section 4975 of the Code, and will
        not
        subject the Trustee or the Master Servicer to any obligation in addition
        to
        those expressly undertaken in this Agreement or to any liability.  For
        purposes of the preceding sentence, with respect to an ERISA-Restricted
        Certificate that is not a Residual Certificate, in the event the representation
        letter or Opinion of Counsel referred to in the preceding sentence is not
        so
        furnished, one of the representations in clause (i), as appropriate, shall
        be
        deemed to have been made to the Trustee by the transferee’s (including an
        initial acquiror’s) acceptance of the ERISA-Restricted
        Certificate.  Notwithstanding anything else to the contrary herein,
        any purported transfer of an ERISA-Restricted Certificate to or on behalf
        of a
        Plan without the delivery to the Trustee of an Opinion of Counsel satisfactory
        to the Trustee as described above shall be void and of no effect.

       

      To
        the
        extent permitted under applicable law (including, but not limited to, ERISA),
        the Trustee shall be under no liability to any Person for any registration
        of or
        transfer of any ERISA-Restricted Certificate or Covered 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 transfer
        was registered by the Trustee in accordance with the foregoing
        requirements.

       

      (c)           
        Each Person who has or who acquires any Ownership Interest in a Residual
        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 Residual Certificate
        are
        expressly subject to the following provisions:

       

      (i)           
        Each Person holding or acquiring any Ownership Interest in a Residual
        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.

       

      (ii)           
        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 Residual 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 Residual Certificate may be registered
        on the Closing Date or thereafter transferred, and the Trustee shall not
        register the Transfer of any Residual 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.

       

      (iii)           
        Each Person holding or acquiring any Ownership Interest in a Residual
        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 Residual
        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 Residual Certificate and (C) not to Transfer its Ownership Interest in
        a
        Residual Certificate or to cause the Transfer of an Ownership Interest in
        a
        Residual Certificate to any other Person if it has actual knowledge that
        such
        Person is not a Permitted Transferee and to provide to the Trustee a certificate
        substantially in the form attached hereto as Exhibit J-1 stating that it
        has no
        knowledge that such Person is not a Permitted Transferee.

       

       

      
        
          
          

        

        
          V-3

          
            

          

        

        
          
          

        

      

       

      (iv)           
        Any attempted or purported Transfer of any Ownership Interest in a Residual
        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 Residual 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 Residual
        Certificate. The Trustee shall be under no liability to any Person for any
        registration of Transfer of a Residual 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, Transferor
        Certificate and either the Rule 144A Letter or the Investment Letter, if
        required. The Trustee shall be entitled but not obligated to recover from
        any
        Holder of a Residual 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 Residual 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.

       

      (v)           
        The Depositor 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 Residual Certificate to any Holder who is not a
        Permitted Transferee.

       

      The
        restrictions on Transfers of a Residual Certificate set forth in this Section
        5.02(c) shall cease to apply (and the applicable portions of the legend on
        a
        Residual 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 Trust Fund, the Trustee, the Master Servicer or
        any
        Seller, to the effect that the elimination of such restrictions will not
        cause
        any REMIC 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 Residual 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 Residual 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 Residual 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 certificates and opinions referred to
        above
        in this Section 5.02 in connection with transfer shall be at the expense
        of the
        parties to such transfers.

       

      (e)           
        Except as provided below, the Book-Entry Certificates shall at all times
        remain
        registered in the name of the Depository or its nominee and at all times:
        (i)
        registration of the Certificates may not be transferred by the Trustee except
        to
        another Depository; (ii) the Depository shall maintain book-entry records
        with
        respect to the Certificate Owners and with respect to ownership and transfers
        of
        such Book-Entry Certificates; (iii) ownership and transfers of registration
        of
        the Book-Entry Certificates on the books of the Depository shall be governed
        by
        applicable rules established by the Depository; (iv) the Depository may collect
        its usual and customary fees, charges and expenses from its Depository
        Participants; (v) the Trustee shall deal with the Depository, Depository
        Participants and indirect participating firms as representatives of the
        Certificate Owners of the Book-Entry Certificates for purposes of exercising
        the
        rights of holders under this Agreement, and requests and directions for and
        votes of such representatives shall not be deemed to be inconsistent if they
        are
        made with respect to different Certificate Owners; and (vi) the Trustee may
        rely
        and shall be fully protected in relying upon 

       

       

      
        
          
          

        

        
          V-4

          
            

          

        

        
          
          

        

      

       

      information
        furnished by the Depository with respect to its Depository Participants and
        furnished by the Depository Participants with respect to indirect participating
        firms and persons shown on the books of such indirect participating firms
        as
        direct or indirect Certificate Owners.

       

      All
        transfers by Certificate Owners of Book-Entry Certificates shall be made
        in
        accordance with the procedures established by the Depository Participant
        or
        brokerage firm representing such Certificate Owner.  Each Depository
        Participant shall only transfer Book-Entry Certificates of Certificate Owners
        it
        represents or of brokerage firms for which it acts as agent in accordance
        with
        the Depository’s normal procedures.

       

      If
        (x)
        (i) the Depository or the Depositor advises the Trustee in writing that the
        Depository is no longer willing or able to properly discharge its
        responsibilities as Depository, and (ii) the Trustee or the Depositor is
        unable
        to locate a qualified successor or (y) after the occurrence of an Event of
        Default, Certificate Owners representing at least 51% of the Certificate
        Balance
        of the Book-Entry Certificates together advise the Trustee and the Depository
        through the Depository Participants in writing that the continuation of a
        book-entry system through the Depository is no longer in the best interests
        of
        the Certificate Owners, the Trustee shall notify all Certificate Owners,
        through
        the Depository, of the occurrence of any such event and of the availability
        of
        definitive, fully-registered Certificates (the “Definitive Certificates”) to
        Certificate Owners requesting the same.  Upon surrender to the Trustee
        of the related Class of Certificates by the Depository, accompanied by the
        instructions from the Depository for registration, the Trustee shall issue
        the
        Definitive Certificates.  Neither the Master Servicer, the Depositor
        nor the Trustee shall be liable for any delay in delivery of such instruction
        and each may conclusively rely on, and shall be protected in relying on,
        such
        instructions.  The Master Servicer shall provide the Trustee with an
        adequate inventory of certificates to facilitate the issuance and transfer
        of
        Definitive Certificates.  Upon the issuance of 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 the Definitive Certificates as
        Certificateholders hereunder; provided that the Trustee shall not by virtue
        of
        its assumption of such obligations become liable to any party for any act
        or
        failure to act of the Depository.

       

      
        	
                 

              	
                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 (b) there is delivered to the Master Servicer and the Trustee
        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,
        countersign 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, as if originally issued, whether or not the lost,
        stolen
        or destroyed Certificate shall be found at any time.

       

      
        	
                 

              	
                SECTION
                  5.04.

              	
                Persons
                  Deemed
                  Owners. 

              


      

       

      The
        Master Servicer, the Trustee and any agent of the Master Servicer or the
        Trustee
        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, 

       

       

      
        
          
          

        

        
          V-5

          
            

          

        

        
          
          

        

      

       

      and
        neither the Master Servicer, the Trustee nor any agent of the Master Servicer
        or
        the Trustee shall be affected by any notice to the contrary.

       

      
        	
                 

              	
                SECTION
                  5.05.

              	
                Access
                  to List of
                  Certificateholders’ Names and Addresses.


              


      

       

      If
        three
        or more Certificateholders and/or Certificate Owners (a) request such
        information in writing from the Trustee, (b) state that such Certificateholders
        and/or Certificate Owners desire to communicate with other Certificateholders
        and/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 and/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, (x) provide the Depositor, the Master Servicer or such
        Certificateholders and/or Certificate Owners at such recipients’ expense the
        most recent list of the Certificateholders of such Trust Fund held by the
        Trustee, if any, and (y) assist the Depositor, the Master Servicer or such
        Certificateholders and/or Certificate Owners at such recipients’ expense with
        obtaining from the Depository a list of the related Depository Participants
        acting on behalf of Certificate Owners of Book Entry
        Certificates.  The Depositor and every Certificateholder and
        Certificate Owner, by receiving and holding a Certificate or beneficial interest
        therein, 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
        and/or Depository Participants hereunder, regardless of the source from which
        such information was derived.

       

      
        	
                 

              	
                SECTION
                  5.06.

              	
                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 Corporate Trust Office for such
        purposes.  The Trustee will give prompt written notice to the
        Certificateholders of any change in such location of any such office or
        agency.

       

      
        	
                 

              	
                SECTION
                  5.07.

              	
                Depositable
                  and
                  Exchangeable Certificates. 

              


      

       

      (a)           
        On the Closing Date, there is hereby established a separate trust (the “ES
        Trust”), which shall be a Grantor Trust for federal income tax
        purposes.  The ES Trust shall be maintained by the Trustee in its
        name, for the benefit of the Holders of the Certificates.  The assets
        of the ES Trust shall consist of the SW-A-R Interest, the MR-A-R Interest
        and
        the uncertificated Master REMIC Interests, which have been placed in the
        ES
        Trust through the efforts of the Underwriter (Senior).  The SW-A-R
        Interest, the MR-A-R Interest and the uncertificated Master REMIC Interests
        in
        the ES Trust shall be held by the Trustee.  On the Closing Date, the
        ES Trust shall issue the several Classes of Certificates.  Each Class
        of Exchangeable Certificates shall be issued on the Closing Date with a Class
        Certificate Balance of zero.  Upon the sale of the Certificates on the
        Closing Date, the Exchangeable Certificates shall be placed with the Trustee
        through the efforts of the Underwriter (Senior) to be held to facilitate
        the
        exchange of Depositable and Exchangeable Certificates on and after the Closing
        Date.  Among the Depositable and Exchangeable Certificates, the
        beneficial interest of the uncertificated Master REMIC Interests shall be
        represented by the related Depositable Certificates until such Depositable
        Certificates have been exchanged for Exchangeable Certificates, at which
        time,
        such Exchangeable Certificates shall represent those uncertificated Master
        REMIC
        Interests.

       

      The
        Trustee, as trustee of the ES Trust, shall establish and maintain, on behalf
        of
        the Holders of the Exchangeable Certificates, the Exchangeable Certificates
        Distribution Account.  All funds on deposit in the Exchangeable
        Certificates Distribution Account shall be held separate and apart from,
        

       

       

      
        
          
          

        

        
          V-6

          
            

          

        

        
          
          

        

      

       

      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, as holder of any surrendered Depositable
        Certificates, shall deposit in the Exchangeable Certificates Distribution
        Account any amounts distributable to the surrendered Depositable Certificates
        pursuant to Section 4.02.  For the avoidance of doubt, if on any
        Distribution Date no Classes of Depositable Certificates have been surrendered
        or if all Classes of Exchangeable Certificates have been exchanged for
        Depositable Certificates according to Section 5.07(e), then no amounts will
        be
        deposited in the Exchangeable Certificates Deposit Account on such Distribution
        Date.

       

      Funds
        in
        the Exchangeable Certificates Distribution Account shall remain
        uninvested.

       

      (b)           
        On each Distribution Date, the Trustee shall withdraw funds on deposit in
        the
        Exchangeable Certificates Distribution Account on deposit therein from
        distributions to the surrendered Depositable Certificates for such Distribution
        Date and distribute such amount to the Holders of each related Class of
        Exchangeable Certificates. Amounts related to interest distributed to the
        surrendered Depositable Certificates shall be distributed as interest to
        the
        related Class or Classes of Exchangeable Certificates pursuant to Sections
        4.02(a)(1)(ii) and 4.02(a)(2)(ii). All distributions of principal to the
        Exchangeable Certificates shall be made pro rata among the Classes of
        Exchangeable Certificates within each Combination Group unless specifically
        provided for otherwise in Schedule VII. All distributions that are made with
        respect to a particular Class of Exchangeable Certificates shall be made
        pro
        rata among all Certificates of such Class in proportion to their respective
        Certificate Balances.

       

      In
        addition, the Trustee may from time to time make withdrawals from the
        Exchangeable Certificates Distribution Account for the following
        purposes:

       

      
        	
                 

              	
                (i)

              	
                to
                  withdraw any amount deposited in the Exchangeable Certificates
                  Distribution Account and not required to be deposited therein;
                  and
                  

              


      

       

      
        	
                 

              	
                (ii)

              	
                to
                  clear and terminate the Exchangeable Certificates Distribution
                  Account
                  upon the termination of this Agreement.


              


      

       

      (c)           
        On each Distribution Date on which a Class of Exchangeable Certificates shall
        be
        entitled to receive distributions pursuant to Section 5.07(b), such Class
        shall
        be allocated a proportionate share of the Net Prepayment Interest Shortfalls,
        the interest portion of Debt Service Reductions and Relief Act Reductions
        allocable to the Classes of Depositable Certificates in the related Combination
        Group.

       

      (d)           
        On each Distribution Date on which a Class of Exchangeable Certificates shall
        be
        entitled to receive distributions pursuant to Section 5.07(b), such Class
        shall
        be allocated a proportionate share of the Realized Losses allocable to the
        Classes of Depositable Certificates in the related Combination
        Group.

       

      (e)           
        Upon the presentation and surrender of the Depositable Certificates, the
        Holder
        thereof transfers, assigns, sets over and otherwise conveys to the Trustee
        of
        the ES Trust, all of such Holder’s right, title and interest in and to such
        Depositable Certificates, including all payments of interest thereon received
        after the month of the exchange.  The Trustee on behalf of the ES
        Trust shall furnish written acknowledgement to the Holder of such surrendered
        Certificate of the transfer and assignment to it of such Depositable
        Certificates.

       

       

      
        
          
          

        

        
          V-7

          
            

          

        

        
          
          

        

      

       

      At
        the
        request of the Holder of a Class or Classes of Depositable Certificates,
        and
        upon the surrender of such Depositable Certificates, the Trustee shall deliver
        such Exchangeable Certificates as set forth in such Combination Group in
        the
        respective Denominations determined based on the proportion that the initial
        Class Certificate Balance or initial Notional Amounts of such Exchangeable
        Certificates bear to the initial Class Certificate Balances of the Depositable
        Certificates, as set forth in Schedule VII, which shall represent in the
        aggregate, the entire beneficial ownership of the Master REMIC Interests
        related
        to such surrendered Certificates.  In addition, at the request of the
        Holder of a Class or Classes of Exchangeable Certificates, and upon the
        surrender of such Exchangeable Certificates, the Trustee shall exchange such
        Exchangeable Certificates for another Class or Classes of Exchangeable
        Certificates or the related surrendered Depositable Certificates, as set
        forth
        in Schedule VII.   There shall be no limitation on the number of
        exchanges authorized pursuant to this Section 5.07.

       

      Holders
        may exchange their Certificates according to this Section 5.07(e) by (i)
        providing notice to the Trustee no later than three (3) Business Days prior
        to
        the date on which the Holder wishes to make such exchange (the “Exchange Date”),
        which Exchange Date is subject to the Trustee’s approval and shall not be the
        first or last Business Day of the month, (ii) remitting the Exchange Fee,
        as
        determined in the next paragraph, to the Trustee and (iii) remitting the
        beneficial interest in the Depositable Certificates or the Exchangeable
        Certificates, as applicable, to the Trustee.  Any such notice to the
        Trustee (A) may be provided to the Trustee by email at cwmacrs@bankofny.com
        or
        by telephone at (800) 254-2826, (B) must include (i) the Certificateholder’s
        letterhead, (ii) a medallion stamp guarantee or be signed by an authorized
        signatory and be presented with an incumbency certificate and (iii) set forth
        the following information: (a) the CUSIP number of both the Certificates
        to be
        exchanged and the Certificates to be received, (b) the outstanding Class
        Certificate Balance and the initial Class Certificate Balance of the
        Certificates to be exchanged, (c) the Certificateholder’s DTC participant number
        and (d) the proposed Exchange Date, and (C) is irrevocable beginning on the
        second Business Day prior to the Exchange Date.  Such exchange will be
        completed by the Trustee upon the receipt by the Trustee of the Exchange
        Fee and
        the beneficial interest in the Depositable Certificates or the Exchangeable
        Certificates, as applicable.

       

      The
        preparation of all Certificates referred to in this Section 5.07(e) in
        connection with an exchange shall be at the expense of the parties to such
        exchanges.  For each exchange, the Certificateholder must pay the
        Trustee a fee (the “Exchange Fee”) equal to 1/32 of 1% of the current Class
        Certificate Balance of the Certificates to be exchanged but in no event shall
        the fee be less than $2,000 or greater than $25,000.

       

      ARTICLE
        VI


       

      THE
        DEPOSITOR AND THE MASTER SERVICER

       

      
        	
                 

              	
                SECTION
                  6.01.

              	
                Respective
                  Liabilities
                  of the Depositor and the Master Servicer.
                  

              


      

       

      The
        Depositor and the Master Servicer 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 or the Master Servicer.
                  

              


      

       

      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 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 

       

       

      
        
          
          

        

        
          V-8

          
            

          

        

        
          
          

        

      

       

      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 or the Master Servicer may be merged or
        consolidated, or any Person resulting from any merger or consolidation to
        which
        the Depositor or the Master Servicer shall be a party, or any person succeeding
        to the business of the Depositor or the Master Servicer, shall be the successor
        of the Depositor or the Master Servicer, 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,
        however, that the successor or surviving Person to the Master Servicer shall
        be
        qualified to service mortgage loans on behalf of FNMA or FHLMC.

       

      As
        a
        condition to the effectiveness of any merger or consolidation, at least 15
        calendar days prior to the effective date of any merger or consolidation
        of the
        Master Servicer, the Master Servicer shall provide (x) written notice to
        the
        Depositor of any successor pursuant to this Section and (y) in writing and
        in
        form and substance reasonably satisfactory to the Depositor, all information
        reasonably requested by the Depositor in order to comply with its reporting
        obligation under Item 6.02 of Form 8-K with respect to a replacement Master
        Servicer.

       

      
        	
                 

              	
                SECTION
                  6.03.

              	
                Limitation
                  on
                  Liability of the Depositor, the Sellers, the Master Servicer and
                  Others. 

              


      

       

      None
        of
        the Depositor, the Master Servicer or any Seller or any of the directors,
        officers, employees or agents of the Depositor, the Master Servicer or any
        Seller shall be under any liability to 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, however, that this
        provision shall not protect the Depositor, the Master Servicer, any Seller
        or
        any such Person against any breach of representations or warranties made
        by it
        herein or protect the Depositor, the Master Servicer, any Seller 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 Master Servicer, each Seller and any director, officer, employee
        or agent of the Depositor, the Master Servicer or each Seller 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 Master Servicer, each Seller and any director, officer, employee or agent
        of
        the Depositor, the Master Servicer or any Seller 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 Master Servicer or any Seller 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, however, that any of the Depositor, the Master
        Servicer or any Seller 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 

       

       

      
        
          
          

        

        
          V-9

          
            

          

        

        
          
          

        

      

       

      liabilities
        of the Trust Fund, and the Depositor, the Master Servicer and each Seller
        shall
        be entitled to be reimbursed therefor out of the Certificate
        Account.

       

      
        	
                 

              	
                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 (a) upon appointment of a successor servicer and receipt by
        the
        Trustee of a letter from each Rating Agency that such a resignation and
        appointment will not result in a downgrade or withdrawal of the rating of
        any of
        the Certificates or (b) upon determination that its duties hereunder are
        no
        longer permissible under applicable law.  Any such determination under
        clause (b) permitting the 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
        or a
        successor master servicer shall have assumed the Master Servicer’s
        responsibilities, duties, liabilities (other than those liabilities arising
        prior to the appointment of such successor) and obligations hereunder and
        the
        Depositor shall have received the information described in the following
        sentence.  As a condition to the effectiveness of any such
        resignation, at least 15 calendar days prior to the effective date of such
        resignation, the Master Servicer shall provide (x) written notice to the
        Depositor of any successor pursuant to this Section and (y) in writing and
        in
        form and substance reasonably satisfactory to the Depositor, all information
        reasonably requested by the Depositor in order to comply with its reporting
        obligation under Item 6.02 of Form 8-K with respect to the resignation of
        the
        Master Servicer.

       

       

      
        
          
          

        

        
          V-10

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        VII


       

      DEFAULT

       

      
        	
                 

              	
                SECTION
                  7.01.

              	
                Events
                  of
                  Default. 

              


      

       

      “Event
        of
        Default,” wherever used herein, means any one of the following
        events:

       

      (i)           
        any failure by the Master Servicer to deposit in the Certificate Account
        or
        remit to the Trustee any payment required to be made under the terms of this
        Agreement, which failure shall continue unremedied for five days after the
        date
        upon which written notice of such failure shall have been given to the Master
        Servicer by the Trustee or the Depositor or to the Master Servicer and the
        Trustee by the Holders of Certificates having not less than 25% of the Voting
        Rights evidenced by the Senior Certificates and the Subordinated Certificates;
        or

       

      (ii)           
        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 (except with respect to a failure related to
        a
        Limited Exchange Act Reporting Obligation), which failure materially affects
        the
        rights of Certificateholders, that failure continues 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 or the Depositor, or to the Master
        Servicer and the Trustee by the Holders of Certificates evidencing not less
        than
        25% of the Voting Rights evidenced by the Senior Certificates and the
        Subordinated Certificates; provided, however, 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 substitute or repurchase in lieu of delivery;
        or

       

      (iii)           
        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

       

      (iv)           
        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

       

      (v)           
        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

       

      (vi)           
        the Master Servicer shall fail to reimburse in full the Trustee within five
        days
        of the Master Servicer Advance Date for any Advance made by the Trustee pursuant
        to Section 4.01(b) together with accrued and unpaid interest.

       

      If
        an
        Event of Default described in clauses (i) to (vi) of this Section shall occur,
        then, and in each and every such case, so long as such Event of Default shall
        not have been remedied, the Trustee 

       

       

      
        
          
          

        

        
          VII-1

          
            

          

        

        
          
          

        

      

       

      may,
        or,
        if an Event of Default described in clauses (i) to (v) of this Section shall
        occur, then, and in each and every such case, so long as such Event of Default
        shall not have been remedied, at the direction of the Holders of Certificates
        evidencing not less than 66-2/3% of the Voting Rights evidenced by the Senior
        Certificates and the Subordinated Certificates, the Trustee shall, by notice
        in
        writing to the Master Servicer (with a copy to each Rating Agency and the
        Depositor), 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.

       

      In
        addition, if during the period that the Depositor is required to file Exchange
        Act Reports with respect to the Trust Fund, the Master Servicer shall fail
        to
        observe or perform any of the obligations that constitute a Limited Exchange
        Act
        Reporting Obligation or the obligations set forth in Section 3.16(a) or Section
        11.07(a)(1) and (2), and such failure continues for the lesser of 10 calendar
        days or such period in which the applicable Exchange Act Report can be filed
        timely (without taking into account any extensions), so long as such failure
        shall not have been remedied, the Trustee shall, but only at the direction
        of
        the Depositor, 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.  The
        Depositor shall not be entitled to terminate the rights and obligations of
        the
        Master Servicer if a failure of the Master Servicer to identify a Subcontractor
        “participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB was attributable solely to the role or functions of such
        Subcontractor with respect to mortgage loans other than the Mortgage
        Loans.

       

      On
        and
        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 that the Master Servicer failed
        to make
        subject to Section 4.01 hereof whether or not the obligations of the Master
        Servicer have been terminated pursuant to this Section.  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, including, without
        limitation, the transfer to the Trustee of all cash amounts that shall at
        the
        time be credited to the Certificate Account, or thereafter be received with
        respect to the Mortgage Loans.

       

      Notwithstanding
        any termination of the activities of the Master Servicer hereunder, the 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)(i) through (viii),
        and any
        other amounts payable to such Master Servicer hereunder the entitlement to
        which
        arose prior to the termination of its activities hereunder.

       

      If
        the
        Master Servicer is terminated, the Trustee shall provide the Depositor in
        writing and in form and substance reasonably satisfactory to the Depositor,
        all
        information reasonably requested by the Depositor in order to comply with
        its
        reporting obligation under Item 6.02 of Form 8-K with respect to a successor
        master servicer in the event the Trustee should succeed to the duties of
        the
        Master Servicer as set forth herein.

       

       

      
        
          
          

        

        
          VII-2

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                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, subject to and to the extent provided
        in
        Section 3.04, be the successor to the Master Servicer in its capacity as
        master
        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 funds relating to the Mortgage Loans that the Master Servicer would
        have
        been entitled to charge to the Certificate Account or Distribution Account
        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, appoint,
        or 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, 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 to the Master Servicer shall be an
        institution that is a FNMA and FHLMC approved seller/servicer in good standing,
        which has a net worth of at least $15,000,000, and which is willing to service
        the Mortgage Loans and (i) executes and delivers to the Depositor and the
        Trustee an agreement accepting such delegation and assignment, which contains
        an
        assumption by such Person of the rights, powers, duties, responsibilities,
        obligations and liabilities of the Master Servicer (other than liabilities
        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 and (ii) provides to the Depositor in writing
        fifteen days prior to the effective date of such appointment and in form
        and
        substance reasonably satisfactory to the Depositor, all information reasonably
        requested by the Depositor in order to comply with its reporting obligation
        under Item 6.02 of Form 8-K with respect to a replacement master
        servicer.  The Trustee shall provide written notice to the Depositor
        of such successor pursuant to this Section.  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 hereinabove 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, however, that no such compensation shall
        be in
        excess of the Master Servicing Fee permitted to be paid to 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 master
        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 master servicer shall give notice to
        the
        Mortgagors of such change of servicer and shall, during the term of its service
        as master servicer maintain in force the policy or policies that the Master
        Servicer is required to maintain pursuant to Section 3.09.

       

      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 

       

       

      
        
          
          

        

        
          VII-3

          
            

          

        

        
          
          

        

      

       

      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
        either (x) 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® System to the successor Master Servicer or
        (y) in causing MERS to designate on the MERS® System the successor Master
        Servicer as the servicer of such Mortgage Loan.  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
        and
        to each Rating Agency.

       

      (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.

       

       

      
        
          
          

        

        
          VII-4

          
            

          

        

        
          
          

        

      

       

      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 are in the form required
        by this Agreement; provided, however, that the Trustee shall not be responsible
        for the accuracy or content of any such resolution, certificate, statement,
        opinion, report, document, order or other instrument.

       

      No
        provision of this Agreement shall be construed to relieve the Trustee from
        liability for its own negligent action, its own negligent failure to act
        or its
        own willful misconduct; provided, however, that:

       

      (i)           
        unless an Event of Default known to the Trustee shall have occurred and be
        continuing, the duties and obligations of the Trustee shall be determined
        solely
        by the express provisions of this Agreement, the Trustee shall not be liable
        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 believed in good
        faith
        to be genuine and to have been duly executed by the proper authorities
        respecting any matters arising hereunder;

       

      (ii)           
        the Trustee shall not be liable for an error of judgment made in good faith
        by a
        Responsible Officer or Responsible Officers of the Trustee, unless it shall
        be
        finally proven that the Trustee was negligent in ascertaining the pertinent
        facts;

       

      (iii)           
        the Trustee shall not be liable with respect to any action taken, suffered
        or
        omitted to be taken by it in good faith in accordance with the direction
        of
        Holders of Certificates with not less than 25% of the Voting Rights evidenced
        by
        the Senior Certificates and the Subordinated Certificates 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

       

      (iv)           
        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 it is required to make an Advance under Section 4.01(b),
        shall have no responsibility to ascertain or confirm any 

       

       

      
        
          
          

        

        
          VIII-1

          
            

          

        

        
          
          

        

      

       

      information
        contained in any Trustee Advance Notice, and shall have no obligation to
        make
        any Advance under Section 4.01(b) in the absence of a Trustee Advance Notice
        or
        actual knowledge of a Responsible Officer of the Trustee that (A) such Advance
        was not made by the Master Servicer and (B) such Advance is not a Nonrecoverable
        Advance.

       

      
        	
                 

              	
                SECTION
                  8.02.

              	
                Certain
                  Matters
                  Affecting the Trustee. 

              


      

       

      Except
        as
        otherwise provided in Section 8.01:

       

      (i)           
        the Trustee may request and rely upon and shall be protected in acting or
        refraining from acting upon any resolution, Officers’ 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 and the Trustee shall have no responsibility to ascertain
        or
        confirm the genuineness of any signature of any such party or
        parties;

       

      (ii)           
        the Trustee may consult with counsel, financial advisers or accountants and
        the
        advice of any such counsel, financial advisers or accountants 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;

       

      (iii)           
        the Trustee shall not be liable 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;

       

      (iv)           
        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 Holders of Certificates
        with
        not less than 25% of the Voting Rights evidenced by the Senior Certificates
        and
        the Subordinated Certificates;

       

      (v)           
        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;

       

      (vi)           
        the Trustee shall not be required to risk or expend its own funds or otherwise
        incur any financial liability in the performance of any of its duties or
        in the
        exercise of any of its rights or powers hereunder if it shall have reasonable
        grounds for believing that repayment of such funds or adequate indemnity
        against
        such risk or liability is not assured to it;

       

      (vii)           
        the Trustee shall not be liable for any loss on any investment of funds pursuant
        to this Agreement (other than as issuer of the investment
        security);

       

      (viii)           
        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

       

      (ix)           
        the Trustee shall be under no obligation to exercise any of the trusts, rights
        or powers vested in it by this Agreement or to institute, conduct or defend
        any
        litigation hereunder or in relation hereto at the request, order or direction
        of
        any of the Certificateholders, pursuant to the provisions of this Agreement,
        unless such Certificateholders shall have offered to the Trustee reasonable
        security or indemnity satisfactory to the Trustee against the costs, expenses
        and liabilities that may be incurred therein or thereby.

       

       

      
        
          
          

        

        
          VIII-2

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                SECTION
                  8.03.

              	
                Trustee
                  Not Liable for
                  Certificates or Mortgage Loans.


              


      

       

      The
        recitals contained herein and in the Certificates shall be taken as the
        statements of the Depositor or a Seller, 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
        the
        Certificates or of any Mortgage Loan or related document or of MERS or the
        MERS
        System other than with respect to the Trustee’s execution and counter-signature
        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.

              	
                Trustee’s
                  Fees and
                  Expenses. 

              


      

       

      The
        Trustee, as compensation for its activities hereunder, shall be entitled
        to
        withdraw from the Distribution Account on each Distribution Date an amount
        equal
        to the Trustee Fee for such Distribution Date.  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
        (including reasonable attorney’s fees) (i) incurred in connection with any claim
        or legal action relating to (a) this Agreement, (b) the Certificates or (c)
        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 incurred by reason of any action of the Trustee taken at the
        direction of the Certificateholders and (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.  Without limiting the foregoing, the Master
        Servicer covenants and agrees, except as otherwise agreed upon in writing
        by the
        Depositor and the Trustee, and except for any such expense, disbursement
        or
        advance as may arise from the Trustee’s negligence, bad faith or willful
        misconduct, to pay or reimburse the Trustee, for all reasonable expenses,
        disbursements and advances incurred or made by the Trustee in accordance
        with
        any of the provisions of this Agreement with respect to:  (A) the
        reasonable compensation and the expenses and disbursements of its counsel
        not
        associated with the closing of the issuance of the Certificates, (B) the
        reasonable compensation, expenses and disbursements of any accountant, engineer
        or appraiser that is not regularly employed by the Trustee, to the extent
        that
        the Trustee must engage such persons to perform acts or services hereunder
        and
        (C) printing and engraving expenses in connection with preparing any Definitive
        Certificates.  Except as otherwise provided herein, the Trustee shall
        not be entitled to payment or reimbursement for any routine ongoing expenses
        incurred by the Trustee in the ordinary course of its duties as Trustee,
        Registrar, Tax Matters Person or Paying Agent hereunder or for any other
        expenses.

       

      
        	
                 

              	
                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 either of the Rating Agencies to reduce or withdraw their respective
        then current ratings of the Certificates (or having provided such security
        from
        time to time as is sufficient to avoid such reduction) as evidenced in writing
        by each Rating Agency.  If such corporation or association publishes
        reports of 

       

       

      
        
          
          

        

        
          VIII-3

          
            

          

        

        
          
          

        

      

       

      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 entity serving as Trustee may
        have normal banking and trust relationships with the Depositor and its
        affiliates or the Master Servicer and its affiliates; provided, however,
        that
        such entity 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 giving written notice of resignation to the Depositor, the Master Servicer
        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
        acceptance by a successor trustee in accordance with Section 8.08 meeting
        the
        qualifications set forth in Section 8.06.  If no successor trustee
        meeting such qualifications 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.

       

      As
        a
        condition to the effectiveness of any such resignation, at least 15 calendar
        days prior to the effective date of such resignation, the Trustee shall provide
        (x) written notice to the Depositor of any successor pursuant to this Section
        and (y) in writing and in form and substance reasonably satisfactory to the
        Depositor, all information reasonably requested by the Depositor in order
        to
        comply with its reporting obligation under Item 6.02 of Form 8-K with respect
        to
        the resignation of the 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 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, (iii) a tax is imposed with
        respect
        to the Trust Fund by any state in which the Trustee or the Trust Fund is
        located
        and the imposition of such tax would be avoided by the appointment of a
        different trustee or (iv) during the period that the Depositor is required
        to
        file Exchange Act Reports with respect to the Trust Fund, the Trustee fails
        to
        comply with its obligations under the last sentence of Section 7.01, the
        preceding paragraph, Section 8.09 or Article XI and such failure is not remedied
        within the lesser of 10 calendar days or such period in which the applicable
        Exchange Act Report can be filed timely (without taking into account any
        extensions), then, in the case of clauses (i) through (iii), the Depositor
        or
        the Master Servicer, or in the case of clause (iv), the Depositor, may remove
        the Trustee and appoint a successor trustee 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 of Certificates entitled to at least 51% of the Voting Rights evidenced
        by the Senior Certificates and the Subordinated 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, one complete set to the successor so appointed and one complete
        set to
        the Depositor, together with a written description of 

      \

       

      
        
          
          

        

        
          VIII-4

          
            

          

        

        
          
          

        

      

       

      the
        basis
        of such removal.  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 and to 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. The Depositor, the Master Servicer and the predecessor trustee shall
        execute and deliver such instruments and do such other things as may reasonably
        be required for more fully and certainly vesting and confirming in the successor
        trustee all such rights, powers, duties, and obligations.

       

      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, its appointment shall not adversely
        affect the then current rating of the Certificates and such successor trustee
        has provided to the Depositor in writing and in form and substance reasonably
        satisfactory to the Depositor, all information reasonably requested by the
        Depositor in order to comply with its reporting obligation under Item 6.02
        of
        Form 8-K with respect to a replacement Trustee.

       

      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 all Holders of Certificates.  If the Depositor fails to
        mail such notice within 10 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 the 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.

       

      As
        a
        condition to the effectiveness of any merger or consolidation, at least 15
        calendar days prior to the effective date of any merger or consolidation
        of the
        Trustee, the Trustee shall provide (x) written notice to the Depositor of
        any
        successor pursuant to this Section and (y) in writing and in form and substance
        reasonably satisfactory to the Depositor, all information reasonably requested
        by the Depositor in order to comply with its reporting obligation under Item
        6.02 of Form 8-K with respect to a replacement Trustee.

       

      
        	
                 

              	
                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 

       

       

      
        
          
          

        

        
          VIII-5

          
            

          

        

        
          
          

        

      

       

      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 to appoint one or more Persons approved by the Trustee 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 within 15 days after the 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 alone 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:

       

      (i)           
        To the extent necessary to effectuate the purposes of this Section 8.10,
        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 applicable 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;

       

      (ii)           
        No trustee hereunder shall be held personally liable by reason of any act
        or
        omission of any other trustee hereunder and such appointment shall not, and
        shall not be deemed to, constitute any such separate trustee or co-trustee
        as
        agent of the Trustee;

       

      (iii)           
        The Trustee may at any time accept the resignation of or remove any separate
        trustee or co-trustee; and

       

      (iv)           
        The Master Servicer, and not the Trustee, shall be liable for the payment
        of
        reasonable compensation, reimbursement and indemnification to any such 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 separate trustees and co-trustees, when and 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.

       

       

      
        
          
          

        

        
          VIII-6

          
            

          

        

        
          
          

        

      

       

      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 assets with respect to which any REMIC election is to be
        made,
        as set forth in the Preliminary Statement, shall constitute, and that the
        conduct of matters relating to such assets shall be such as to qualify such
        assets 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 any such REMIC
        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 Return (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 any
        such
        REMIC, 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;
        (c) make or cause to be made elections that such assets be treated as a REMIC
        on
        the federal tax return 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 Residual 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 matters relating to such assets at all times that any
        Certificates are outstanding so as to maintain the status 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 tax status of any
        REMIC;
        (h) pay, from the sources specified in the third paragraph of this Section
        8.11,
        the amount of any federal or state tax, including prohibited transaction
        taxes
        as described below, imposed on any such REMIC prior to its termination when
        and
        as the same shall be due and payable (but such 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) ensure that federal, state or local income tax or information
        returns shall be signed by the Trustee or such other person as may be required
        to sign such returns by the Code or state or local laws, regulations or rules;
        (j) maintain records relating to any such REMIC, including but not limited
        to
        the income, expenses, assets and liabilities thereof and the fair market
        value
        and adjusted basis of the assets 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,
        

       

       

      
        
          
          

        

        
          VIII-7

          
            

          

        

        
          
          

        

      

       

      represent
        any such REMIC 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 such REMIC, enter
        into
        settlement agreements with any governmental taxing agency, extend any statute
        of
        limitations relating to any tax item of any such REMIC, and otherwise act
        on
        behalf of any such REMIC in relation to any tax matter or controversy involving
        it.

       

      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 (10) 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.  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, reasonably 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 any REMIC
        hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
        foreclosure property” of such REMIC as defined in Section 860G(c) of the Code,
        on any contribution to any REMIC hereunder after the Startup Day pursuant
        to
        Section 860G(d) of the Code, or any other tax is imposed, including, without
        limitation, any minimum tax imposed upon any REMIC hereunder pursuant to
        Sections 23153 and 24874 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) the Master
        Servicer, in the case of any such minimum tax, or if such tax arises out
        of or
        results from a breach by the Master Servicer or a Seller of any of their
        obligations under this Agreement, (iii) any Seller, if any such tax arises
        out
        of or results from that Seller’s obligation to repurchase a Mortgage Loan
        pursuant to Section 2.02 or 2.03 or (iv) in all other cases, or in the event
        that the Trustee, the Master Servicer or any Seller fails to honor its
        obligations under the preceding clauses (i), (ii) or (iii), any such tax
        will be
        paid with amounts otherwise to be distributed to the Certificateholders,
        as
        provided in Section 3.08(b).

       

      For
        income tax purposes, the Pass-Through Rate for the Subordinated Certificates
        will be the Tax Subordinate Pass-Through Rate.  On each Distribution
        Date, each Class of Subordinated Certificates shall receive its Class Optimal
        Interest Distribution Amount, calculated using the Subordinate Pass-Through
        Rate, pursuant to Section 4.02(a).  For income tax purposes, the
        excess, if any, of the Class Optimal Interest Distribution Amount calculated
        using the Subordinate Pass-Through Rate, over the Class Optimal Interest
        Distribution Amount calculated using the Tax Subordinate Pass-Through Rate
        for
        each Class of Subordinated Certificates will be deemed paid to such Class
        as a
        Subsequent Recovery under a notional principal contract.

       

      For
        federal income tax purposes the Trustee shall treat the ES Trust as a Grantor
        Trust and shall treat each Holder of an ES Trust Certificate as the owner
        of the
        individual, underlying assets represented by such ES Trust
        Certificate.  In addition, to the fullest extent possible, ownership
        of an ES Trust Certificate shall be treated as direct ownership of the
        individual, underlying assets represented by such ES Trust Certificate for
        federal income tax reporting purposes.

       

       

      
        
          
          

        

        
          VIII-8

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 

              	
                SECTION
                  8.12.

              	
                Monitoring
                  of
                  Significance Percentage. 

              


      

       

      With
        respect to each Distribution Date, the Trustee shall calculate the “significance
        percentage” (as defined in Item 1115 of Regulation AB) of each derivative
        instrument, if any, based on the aggregate Class Certificate Balance of the
        related Classes of Covered Certificates for such derivative instrument and
        Distribution Date (after all distributions to be made thereon on such
        Distribution Date) and based on the methodology provided in writing by or
        on
        behalf of Countrywide no later than the fifth Business Day preceding such
        Distribution Date.  On each Distribution Date, the Trustee shall
        provide to Countrywide a written report (which written report may include
        similar information with respect to other derivative instruments relating
        to
        securitization transactions sponsored by Countrywide) specifying the
“significance percentage” of each derivative instrument, if any, for that
        Distribution Date.  If the “significance percentage” of any derivative
        instrument exceeds 7.0% with respect to any Distribution Date, the Trustee
        shall
        make a separate notation thereof in the written report described in the
        preceding sentence.  Such written report may contain such assumptions
        and disclaimers as are deemed necessary and appropriate by the
        Trustee.

       

       

      
        
          
          

        

        
          VIII-9

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        IX


       

      TERMINATION

       

      
        	
                 

              	
                SECTION
                  9.01.

              	
                Termination
                  upon
                  Liquidation or Purchase of all Mortgage Loans.
                  

              


      

       

      Subject
        to Section 9.03, the obligations and responsibilities of the Depositor, the
        Sellers, the Master Servicer and the Trustee created hereby with respect
        to the
        Trust Fund shall terminate upon the earlier of (a) the purchase by the Master
        Servicer of all 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 plus one month’s accrued interest thereon at the applicable
        Adjusted Mortgage Rate, (ii) the lesser of (x) the appraised value of any
        REO
        Property as determined by the higher of two appraisals completed by two
        independent appraisers selected by the Master Servicer at the expense of
        the
        Master Servicer and (y) the Stated Principal Balance of each Mortgage Loan
        related to any REO Property, and (iii) any remaining unpaid costs and damages
        incurred by the Trust Fund that arises out of a violation of any predatory
        or
        abusive lending law that also constitutes a breach of clause (46) on Schedule
        III-A, in all cases plus accrued and unpaid interest thereon at the applicable
        Adjusted Mortgage Rate 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 Certificateholders of all amounts required to be distributed
        to
        them pursuant to this Agreement.  In no event shall the trusts created
        hereby continue beyond the earlier of (i) the expiration of 21 years from
        the
        death of the 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.

       

      The
        Master Servicer shall have the right to purchase all Mortgage Loans and REO
        Properties in the Trust Fund pursuant to clause (a) in the preceding
        paragraph of this Section 9.01 only on or after the date on which the Pool
        Stated Principal Balance, at the time of any such repurchase, is less than
        or
        equal to ten percent (10%) of the Cut-off Date Pool Principal
        Balance.

       

      The
        ES
        Trust shall terminate automatically upon termination of the Trust
        Fund.

       

      
        	
                 

              	
                SECTION
                  9.02.

              	
                Final
                  Distribution on
                  the Certificates. 

              


      

       

      If
        on any
        Determination Date, 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
        promptly to send a final distribution notice to each
        Certificateholder.  If the Master Servicer elects to terminate the
        Trust Fund 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, the Master
        Servicer shall notify the Depositor and the Trustee of the date the Master
        Servicer intends to terminate the Trust Fund and of the applicable repurchase
        price of the Mortgage Loans and REO Properties.

       

      Notice
        of
        any termination of the Trust Fund, specifying the Distribution Date on which
        Certificateholders may surrender their Certificates for payment of the final
        distribution and cancellation, shall be given promptly by the Trustee by
        letter
        to Certificateholders mailed not earlier than the 10th day and no later than
        the
        15th day of the month next preceding the month of such final
        distribution.  Any such notice shall specify (a) the Distribution Date
        upon which final distribution on the Certificates will be made upon presentation
        and surrender of 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 

       

       

      
        
          
          

        

        
          IX-1

          
            

          

        

        
          
          

        

      

       

      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 the Certificates at the office therein specified.  The
        Master Servicer will give such notice to each Rating Agency at the time such
        notice is given to 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 or before 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 with respect to the Trust Fund
        and the receipt by the Trustee of a Request for 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 the Certificateholders of each Class, in each case on the
        final
        Distribution Date and in the order set forth in Section 4.02, and in proportion
        to their respective Percentage Interests, with respect to Certificateholders
        of
        the same Class, an amount equal to (i) as to each Class of Regular Certificates,
        the Certificate Balance thereof plus (a) accrued interest thereon (or on
        their
        Notional Amount, if applicable) in the case of an interest bearing Certificate
        and (b) any Class PO Deferred Amounts in the case of Class PO Certificates,
        and
        (ii) as to the Residual Certificates, the amount, if any, which remains on
        deposit in the Distribution Account (other than the amounts retained to meet
        claims) after application pursuant to clause (i)
        above.  Notwithstanding the reduction of the Class Certificate Balance
        of any Class of Certificates to zero, such Class will be outstanding hereunder
        (solely for the purpose of receiving distributions 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 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 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
        Certificates shall not have been surrendered for cancellation, the
        Class A-R Certificateholders shall be entitled to all unclaimed funds and
        other assets of the Trust Fund that remain subject hereto.

       

      
        	
                 

              	
                SECTION
                  9.03.

              	
                Additional
                  Termination
                  Requirements. 

              


      

       

      (a)           
        In the event the Master Servicer exercises its purchase option as provided
        in
        Section 9.01, 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 Master Servicer, to the effect
        that
        the failure to comply with the requirements of this Section 9.03 will not
        (i)
        result in the imposition of taxes on “prohibited transactions” on any REMIC as
        defined in section 860F of the Code, or (ii) cause any REMIC to fail to qualify
        as a REMIC at any time that any Certificates are outstanding:

       

      (1)           
        Within 90 days prior to the final Distribution Date set forth in the notice
        given by the Master Servicer under Section 9.02, the Master Servicer shall
        prepare and the Trustee, at the expense of the “tax matters person,” shall adopt
        a plan of complete liquidation within the meaning of section 860F(a)(4) of
        the


       

       

      
        
          
          

        

        
          IX-2

          
            

          

        

        
          
          

        

      

       

      Code
        that, as evidenced by an Opinion of Counsel (which opinion shall not be an
        expense of the Trustee or the Tax Matters Person), meets the requirements
        of a
        qualified liquidation; and

       

      (2)           
        Within 90 days after the time of adoption of such a plan of complete
        liquidation, the Trustee shall sell all of the assets of the Trust Fund to
        the
        Master Servicer for cash in accordance with Section 9.01.

       

      (b)           
        The Trustee, as agent for any 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 to take such other action in connection therewith
        as may
        be reasonably requested by the Master Servicer.

       

      (c)           
        By their acceptance of the Certificates, the Holders thereof hereby authorize
        the Master Servicer to prepare and the Trustee to adopt and sign a plan of
        complete liquidation.

       

       

      
        
          
          

        

        
          IX-3

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        X


       

      MISCELLANEOUS
        PROVISIONS

       

      
        	
                 

              	
                SECTION
                  10.01.

              	
                Amendment.
                  

              


      

       

      This
        Agreement may be amended from time to time by the Depositor, each Seller,
        the
        Master Servicer and the Trustee without the consent of any of the
        Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct
        any
        defective provision herein or to supplement any provision herein which may
        be
        inconsistent with any other provision herein, (iii) to conform this Agreement
        to
        the Prospectus and Prospectus Supplement provided to investors in connection
        with the initial offering of the Certificates, (iv) to add to the duties
        of the
        Depositor, any Seller or the Master Servicer, (v) 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, (vi) to add any other provisions with respect
        to
        matters or questions arising hereunder or (vii) to modify, alter, amend,
        add to
        or rescind any of the terms or provisions contained in this Agreement; provided
        that any action pursuant to clauses (vi) or (vii) above shall not, as evidenced
        by an Opinion of Counsel (which Opinion of Counsel shall not be an expense
        of
        the Trustee or the Trust Fund), adversely affect in any material respect
        the
        interests of any Certificateholder; provided, however, that the amendment
        shall
        not be deemed to adversely affect in any material respect the interests of
        the
        Certificateholders if the Person requesting the amendment obtains a letter
        from
        each Rating Agency stating that the amendment would not result in the
        downgrading or withdrawal of the respective ratings then assigned to the
        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.  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 a Majority in
        Interest 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
        (v) above.  The Trustee, each Seller, the Depositor and the Master
        Servicer also may 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 helpful to (i) maintain
        the
        qualification of any REMIC as a REMIC under the Code, (ii) avoid or minimize
        the
        risk of the imposition of any tax on any REMIC pursuant to the Code that
        would
        be a claim at any time prior to the final redemption of the Certificates
        or
        (iii) comply with any other requirements of the Code, 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 or the Trust Fund, to the effect that such action is necessary or
        helpful to, as applicable, (i) maintain such qualification, (ii) avoid or
        minimize the risk of the imposition of such a tax or (iii) comply with any
        such
        requirements of the Code.

       

       

      
        
          
          

        

        
          X-1

          
            

          

        

        
          
          

        

      

       

      This
        Agreement may also be amended from time to time by the Depositor, each Seller,
        the Master Servicer and the Trustee with the consent of the Holders of a
        Majority in Interest of each Class of Certificates affected thereby 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, however, 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, as to such Class, Percentage Interests aggregating
66-2/3%
        or (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.

       

      Notwithstanding
        any contrary provision of this Agreement, the Trustee shall not consent to
        any
        amendment to this Agreement unless it shall have first received an Opinion
        of
        Counsel, which opinion shall not be an expense of the Trustee or the Trust
        Fund,
        to the effect that such amendment will not cause the imposition of any tax
        on
        any REMIC or the Certificateholders or cause any REMIC 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 requiring the consent
        of
        Certificateholders, the Trustee shall furnish written notification of the
        substance or a copy of such amendment 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 (which Opinion shall not be an expense of
        the
        Trustee or the Trust Fund), satisfactory to the Trustee 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, but only upon direction by
        the
        Trustee accompanied by an Opinion of Counsel to the effect that such recordation
        materially and beneficially affects the interests of the
        Certificateholders.

       

      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.

       

       

      
        
          
          

        

        
          X-2

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                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 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. 

              


      

       

      (a)           
        It is the express intent of the parties hereto that the conveyance of the
        (i)
        Mortgage Loans by the Sellers to the Depositor and (ii) Trust Fund by the
        Depositor to the Trustee each be, and be construed as, an absolute sale thereof
        to the Trustee. It is, further, not the intention of the parties that such
        conveyances be deemed a pledge thereof. However, in the event that,
        notwithstanding the intent of the parties, such assets are held to be the
        property of any Seller or the Depositor, as the case may be, or if for any
        other
        reason this Agreement or any Supplemental Transfer Agreement is held or deemed
        to create a security interest in either such assets, then (i) this Agreement
        or
        any Supplemental Transfer 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 conveyances
        provided for in this Agreement or any Supplemental Transfer Agreement shall
        be
        deemed to be an assignment and a grant pursuant to the terms of this Agreement
        (i) by each Seller to the Depositor or (ii) by the Depositor to the Trustee,
        for
        the benefit of the Certificateholders, of a security interest in all of the
        assets that constitute the Trust Fund, whether now owned or hereafter
        acquired.

       

      Each
        Seller and the Depositor for the benefit of the Certificateholders 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
        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.

       

      (b)           
        The Depositor hereby represents that:

       

      (i)           
        This Agreement creates a valid and continuing security interest (as defined
        in
        the Uniform Commercial Code as enacted in the State of New York (the “NY UCC”))
        in the Mortgage Notes in favor of the Trustee, which security interest is
        prior
        to all other liens, and is enforceable as such as against creditors of and
        purchasers from the Depositor.

       

      (ii)           
        The Mortgage Notes constitutes “instruments” within the meaning of the NY
        UCC.

       

      (iii)           
        Immediately prior to the assignment of each Mortgage Loan to the Trustee,
        the
        Depositor owns and has good and marketable title to such Mortgage Loan free
        and
        clear of any lien, claim or encumbrance of any Person.

       

      (iv)           
        The Depositor has received all consents and approvals required by the terms
        of
        the Mortgage Loans to the sale of the Mortgage Loans hereunder to the
        Trustee.

       

      (v)           
        All original executed copies of each Mortgage Note that are required to be
        delivered to the Trustee pursuant to Section 2.01 have been delivered to
        the
        Trustee.

       

       

      
        
          
          

        

        
          X-3

          
            

          

        

        
          
          

        

      

       

      (vi)           
        Other than the security interest granted to the Trustee pursuant to this
        Agreement, the Depositor has not pledged, assigned, sold, granted a security
        interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor
        has
        not authorized the filing of and is not aware of any financing statements
        against the Depositor that include a description of collateral covering the
        Mortgage Loans other than any financing statement relating to the security
        interest granted to the Trustee hereunder or that has been terminated. The
        Depositor is not aware of any judgment or tax lien filings against the
        Depositor.

       

      The
        parties to this Agreement shall not waive any of the representations set
        forth
        in this Section 10.04(b) without obtaining a confirmation of the then-current
        ratings of the Certificates.

       

      (c)           
        The Master Servicer shall take such action as is reasonably necessary to
        maintain the perfection and priority of the security interest of the Trustee
        in
        the Mortgage Loans; provided, however, that the obligation to deliver the
        Mortgage File to the Trustee pursuant to Section 2.01 shall be solely the
        Depositor’s obligation and the Master Servicer shall not be responsible for the
        safekeeping of the Mortgage Files by the Trustee.

       

      (d)           
        It is understood and agreed that the representations and warranties set forth
        in
        subsection (b) above 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 subsection (b)
        above,
        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.

       

      
        	
                 

              	
                SECTION
                  10.05.

              	
                Notices.
                  

              


      

       

      (a)           
        The Trustee shall use its best efforts to promptly provide notice to each
        Rating
        Agency 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 Section
        2.03;

       

      5.      
        The final payment to Certificateholders; and

       

      6.      
        Any rating action involving the long-term credit rating of Countrywide, which
        notice shall be made by first-class mail within two Business Days after the
        Trustee gains actual knowledge thereof.

       

      In
        addition, the Trustee shall promptly furnish to each Rating Agency copies
        of the
        following:

       

      1.      
        Each report to Certificateholders described in Section 4.06;

       

      2.      
        Each annual statement as to compliance described in Section 3.16;

       

      3.      
        Each annual independent public accountants’ servicing report described in
        Section 11.07; and

       

       

      
        
          
          

        

        
          X-4

          
            

          

        

        
          
          

        

      

       

      4.      
        Any notice of a purchase of a Mortgage Loan pursuant to Section 2.02, 2.03
        or
        3.11.

       

      (b)           
        All directions, demands and notices hereunder shall be in writing and shall
        be
        deemed to have been duly given when delivered by first class mail, by courier
        or
        by facsimile transmission to (1) in the case of the Depositor, CWMBS, Inc.,
        4500
        Park Granada, Calabasas, California 91302, facsimile number: (818) 225-4016,
        Attention: Josh Adler, (2) in the case of Countrywide, Countrywide Home Loans,
        Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number: (818)
        225-4016, Attention: Josh Adler, or such other address as may be hereafter
        furnished to the Depositor and the Trustee by Countrywide in writing, (3)
        in the
        case of Park Granada LLC, c/o Countrywide Financial Corporation, 4500 Park
        Granada, Calabasas, California 91302, facsimile number: (818) 225-4016,
        Attention: Josh Adler, or such other address as may be hereafter furnished
        to
        the Depositor and the Trustee by Park Granada in writing, (4) in the case
        of
        Park Monaco Inc., c/o Countrywide Financial Corporation, 4500 Park Granada,
        Calabasas, California 91302, facsimile number: (818) 225-4016, Attention:
        Josh
        Adler, or such other address as may be hereafter furnished to the Depositor
        and
        the Trustee by Park Monaco in writing, (5) in the case of Park Sienna LLC,
        c/o
        Countrywide Financial Corporation, 4500 Park Granada, Calabasas, California
        91302, facsimile number: (818) 225-4016, Attention: Josh Adler, or such other
        address as may be hereafter furnished to the Depositor and the Trustee by
        Park
        Sienna in writing, (6) in the case of the Master Servicer, Countrywide Home
        Loans Servicing LP, 400 Countrywide Way, Simi Valley, California 93065,
        facsimile number (805) 520-5623, Attention: Mark Wong, or such other address
        as
        may be hereafter furnished to the Depositor and the Trustee by the Master
        Servicer in writing, (7) in the case of the Trustee, The Bank of New York,
        101
        Barclay Street, 4W, New York, New York 10286, facsimile number: (212) 815-3986,
        Attention: Mortgage-Backed Securities Group, CWMBS, Inc. Series 2007-21,
        or such
        other address as the Trustee may hereafter furnish to the Depositor or Master
        Servicer, and (8) in the case of the Rating Agencies, the address specified
        therefor in the definition corresponding to the name of such Rating Agency.
        Notices to Certificateholders shall be deemed given when mailed, first class
        postage prepaid, to their respective addresses appearing in the Certificate
        Register.

       

      
        	
                 

              	
                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 in Section
        6.02,
        this Agreement may not be assigned by the Master Servicer without the prior
        written consent of the Trustee and 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 created hereby, 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
        created hereby, 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 

       

       

      
        
          
          

        

        
          X-5

          
            

          

        

        
          
          

        

      

       

      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 herein provided, and unless
        the
        Holders of Certificates with not less than 25% of the Voting Rights evidenced
        by
        the Senior Certificates and the Subordinated Certificates 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 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 and
        will
        cause each Subservicer to permit any representative of the Depositor 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 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
        said 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 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 or the related Subservicer.

       

      
        	
                 

              	
                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.

       

       

       

      
        
          
          

        

        
          X-6

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                SECTION
                  10.11.

              	
                [Reserved].
                  

              


      

       

      
        	
                 

              	
                SECTION
                  10.12.

              	
                Protection
                  of
                  Assets. 

              


      

       

      (a)           
        Except for transactions and activities entered into in connection with the
        securitization that is the subject of this Agreement, the Trust Fund created
        by
        this Agreement is not authorized and has no power to:

       

      (i)           
        borrow money or issue debt;

       

      (ii)           
        merge with another entity, reorganize, liquidate or sell assets; or

       

      (iii)           
        engage in any business or activities.

       

      (b)           
        Each party to this Agreement agrees that it will not file an involuntary
        bankruptcy petition against the Trustee or the Trust Fund or initiate any
        other
        form of insolvency proceeding until the date that is one year and one day
        after
        the Certificates have been paid.

       

       

      
        
          
          

        

        
          X-7

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        XI

       

      EXCHANGE
        ACT REPORTING

       

      
        	
                 

              	
                SECTION
                  11.01.

              	
                Filing
                  Obligations.

              


      

       

      The
        Master Servicer, the Trustee and each Seller shall reasonably cooperate with
        the
        Depositor in connection with the satisfaction of the Depositor’s reporting
        requirements under the Exchange Act with respect to the Trust
        Fund.  In addition to the information specified below, if so requested
        by the Depositor for the purpose of satisfying its reporting obligation under
        the Exchange Act, the Master Servicer, the Trustee and each Seller shall
        (and
        the Master Servicer shall cause each Subservicer to) provide the Depositor
        with
        (a) such information that is available to such Person without unreasonable
        effort or expense and within such timeframe as may be reasonably requested
        by
        the Depositor to comply with the Depositor’s reporting obligations under the
        Exchange Act and (b) to the extent such Person is a party (and the Depositor
        is
        not a party) to any agreement or amendment required to be filed, copies of
        such
        agreement or amendment in EDGAR-compatible form.

       

      
        	
                 

              	
                SECTION
                  11.02.

              	
                Form
                  10-D
                  Filings.

              


      

       

      (a)           
        In accordance with the Exchange Act, the Trustee shall prepare for filing
        and
        file within 15 days after each Distribution Date (subject to permitted
        extensions under the Exchange Act) with the Commission with respect to the
        Trust
        Fund, a Form 10-D with copies of the Monthly Report and, to the extent delivered
        to the Trustee, no later than 10 days following the Distribution Date, such
        other information identified by the Depositor or the Master Servicer, in
        writing, to be filed with the Commission (such other information, the
“Additional Designated Information”).  If the Depositor or Master
        Servicer directs that any Additional Designated Information is to be filed
        with
        any Form 10-D, the Depositor or Master Servicer, as the case may be, shall
        specify the Item on Form 10-D to which such information is responsive and,
        with
        respect to any Exhibit to be filed on Form 10-D, the Exhibit
        number.  Any information to be filed on Form 10-D shall be delivered
        to the Trustee in EDGAR-compatible form or as otherwise agreed upon by the
        Trustee and the Depositor or the Master Servicer, as the case may be, at
        the
        Depositor’s expense, and any necessary conversion to EDGAR-compatible format
        will be at the Depositor’s expense.  At the reasonable request of, and
        in accordance with the reasonable directions of, the Depositor or the Master
        Servicer, subject to the two preceding sentences, the Trustee shall prepare
        for
        filing and file an amendment to any Form 10-D previously filed with the
        Commission with respect to the Trust Fund.  The Master Servicer shall
        sign the Form 10-D filed on behalf of the Trust Fund.

       

      (b)           
        No later than each Distribution Date, each of the Master Servicer and the
        Trustee shall notify (and the Master Servicer shall cause any Subservicer
        to
        notify) the Depositor and the Master Servicer of any Form 10-D Disclosure
        Item,
        together with a description of any such Form 10-D Disclosure Item in form
        and
        substance reasonably acceptable to the Depositor. In addition to such
        information as the Master Servicer and the Trustee are obligated to provide
        pursuant to other provisions of this Agreement, if so requested by the
        Depositor, each of the Master Servicer and the Trustee shall provide such
        information that is available to the Master Servicer and the Trustee, as
        applicable, without unreasonable effort or expense regarding the performance
        or
        servicing of the Mortgage Loans (in the case of the Trustee, based on the
        information provided by the Master Servicer) as is reasonably required to
        facilitate preparation of distribution reports in accordance with Item 1121
        of
        Regulation AB. Such information shall be provided concurrently with the delivery
        of the reports specified in Section 4.06(c) in the case of the Master Servicer
        and the Monthly Statement in the case of the Trustee, commencing with the
        first
        such report due not less than five Business Days following such
        request.

       

       

      
        
          
          

        

        
          XI-1

          
            

          

        

        
          
          

        

      

       

      (c)           
        The Trustee shall not have any responsibility to file any items (other than
        those generated by it) that have not been received in a format suitable (or
        readily convertible into a format suitable) for electronic filing via the
        EDGAR
        system and shall not have any responsibility to convert any such items to
        such
        format (other than those items generated by it or that are readily convertible
        to such format). The Trustee shall have no liability to the Certificateholders,
        the Trust Fund, the Master Servicer or the Depositor with respect to any
        failure
        to properly prepare or file any of Form 10-D to the extent that such failure
        is
        not the result of any negligence, bad faith or willful misconduct on its
        part.

       

      
        	
                 

              	
                SECTION
                  11.03.

              	
                Form
                  8-K
                  Filings.

              


      

       

      The
        Master Servicer shall prepare and file on behalf of the Trust Fund any Form
        8-K
        required by the Exchange Act.  Each Form 8-K must be signed by the
        Master Servicer.  Each of the Master Servicer (and the Master Servicer
        shall cause any Subservicer to promptly notify) and the Trustee shall promptly
        notify the Depositor and the Master Servicer (if the notifying party is not
        the
        Master Servicer), but in no event later than one (1) Business Day after its
        occurrence, of any Reportable Event of which it has actual
        knowledge.  Each Person shall be deemed to have actual knowledge of
        any such event to the extent that it relates to such Person or any action
        or
        failure to act by such Person.  Concurrently with any transfer of
        Supplemental Mortgage Loans, if any, Countrywide shall notify the Depositor
        and
        the Master Servicer, if any material pool characteristic of the actual asset
        pool at the time of issuance of the Certificates differs by 5% or more (other
        than as a result of the pool assets converting into cash in accordance with
        their terms) from the description of the asset pool in the Prospectus
        Supplement.

       

      
        	
                 

              	
                SECTION
                  11.04.

              	
                Form
                  10-K
                  Filings.

              


      

       

      Prior
        to
        March 30th of each year, commencing in 2008 (or such earlier date as may
        be
        required by the Exchange Act), the Depositor shall prepare and file on behalf
        of
        the Trust Fund a Form 10-K, in form and substance as required by the Exchange
        Act.  A senior officer in charge of the servicing function of the
        Master Servicer shall sign each Form 10-K filed on behalf of the Trust
        Fund.  Such Form 10-K shall include as exhibits each (i) annual
        compliance statement described under Section 3.16, (ii) annual report on
        assessments of compliance with the servicing criteria described under Section
        11.07 and (iii) accountant’s report described under Section
        11.07.  Each Form 10-K shall also include any Sarbanes-Oxley
        Certification required to be included therewith, as described in Section
        11.05.

       

      If
        the
        Item 1119 Parties listed on Exhibit X have changed since the Closing Date,
        no
        later than March 1 of each year, the Master Servicer shall provide each of
        the
        Master Servicer (and the Master Servicer shall provide any Subservicer) and
        the
        Trustee with an updated Exhibit X setting forth the Item 1119
        Parties.  No later than March 15 of each year, commencing in 2008, the
        Master Servicer and the Trustee shall notify (and the Master Servicer shall
        cause any Subservicer to notify) the Depositor and the Master Servicer of
        any
        Form 10-K Disclosure Item, together with a description of any such Form 10-K
        Disclosure Item in form and substance reasonably acceptable to the
        Depositor.  Additionally, each of the Master Servicer and the Trustee
        shall provide, and shall cause each Reporting Subcontractor retained by the
        Master Servicer or the Trustee, as applicable, and in the case of the Master
        Servicer shall cause each Subservicer, to provide, the following information
        no
        later than March 15 of each year in which a Form 10-K is required to be filed
        on
        behalf of the Trust Fund: (i) if such Person’s report on assessment of
        compliance with servicing criteria described under Section 11.07 or related
        registered public accounting firm attestation report described under Section
        11.07 identifies any material instance of noncompliance, notification of
        such
        instance of noncompliance and (ii) if any such Person’s report on assessment of
        compliance with the servicing criteria or related registered public accounting
        firm attestation report is not provided to be filed as an exhibit to such
        Form
        10-K, information detailing the explanation why such report is not included.
        

       

       

      
        
          
          

        

        
          XI-2

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                SECTION
                  11.05.

              	
                Sarbanes-Oxley
                  Certification.

              


      

       

      Each
        Form
        10-K shall include a certification (the “Sarbanes-Oxley
        Certification”) required by Rules 13a-14(d) and 15d-14(d) under the
        Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and
        the rules and regulations of the Commission promulgated thereunder (including
        any interpretations thereof by the Commission’s staff)).  No later
        than March 15 of each year, beginning in 2008, the Master Servicer and the
        Trustee shall (unless such person is the Certifying Person), and the Master
        Servicer shall cause each Subservicer and each Reporting Subcontractor and
        the
        Trustee shall cause each Reporting Subcontractor to, provide to the Person
        who
        signs the Sarbanes-Oxley Certification (the “Certifying Person”) a
        certification (each, a “Performance
        Certification”), in the form attached hereto as Exhibit V-1 (in the case
        of a Subservicer or any Reporting Subcontractor of the Master Servicer or
        a
        Subservicer) and Exhibit V-2 (in the case of the Trustee or any Reporting
        Subcontractor the Trustee), on which the Certifying Person, the entity for
        which
        the Certifying Person acts as an officer, and such entity’s officers, directors
        and Affiliates (collectively with the Certifying Person, “Certification
        Parties”) can reasonably rely.  The senior officer in charge of
        the servicing function of the Master Servicer shall serve as the Certifying
        Person on behalf of the Trust Fund.  Neither the Master Servicer nor
        the Depositor will request delivery of a certification under this clause
        unless
        the Depositor is required under the Exchange Act to file an annual report
        on
        Form 10-K with respect to the Trust Fund.  In the event that prior to
        the filing date of the Form 10-K in March of each year, the Trustee or the
        Depositor has actual knowledge of information material to the Sarbanes-Oxley
        Certification, the Trustee or the Depositor, as the case may be, shall promptly
        notify the Master Servicer and the Depositor.  The respective parties
        hereto agree to cooperate with all reasonable requests made by any Certifying
        Person or Certification Party in connection with such Person’s attempt to
        conduct any due diligence that such Person reasonably believes to be appropriate
        in order to allow it to deliver any Sarbanes-Oxley Certification or portion
        thereof with respect to the Trust Fund.

       

      
        	
                 

              	
                SECTION
                  11.06.

              	
                Form
                  15
                  Filing.

              


      

       

      Prior
        to
        January 30 of the first year in which the Depositor is able to do so under
        applicable law, the Depositor shall file a Form 15 relating to the automatic
        suspension of reporting in respect of the Trust Fund under the Exchange
        Act.

       

      
        	
                 

              	
                SECTION
                  11.07.

              	
                Report
                  on Assessment
                  of Compliance and
                  Attestation.

              


      

       

      (a)           
        On or before March 15 of each calendar year, commencing in 2008:

       

      (1)           
        Each of the Master Servicer and the Trustee shall deliver to the Depositor
        and
        the Master Servicer a report (in form and substance reasonably satisfactory
        to
        the Depositor) regarding the Master Servicer’s or the Trustee’s, as applicable,
        assessment of compliance with the Servicing Criteria during the immediately
        preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
        Exchange Act and Item 1122 of Regulation AB.  Such report shall be
        signed by an authorized officer of such Person and shall address each of
        the
        Servicing Criteria specified on a certification substantially in the form
        of
        Exhibit W hereto delivered to the Depositor concurrently with the execution
        of
        this Agreement.  To the extent any of the Servicing Criteria are not
        applicable to such Person, with respect to asset-backed securities transactions
        taken as a whole involving such Person and that are backed by the same asset
        type backing the Certificates, such report shall include such a statement
        to
        that effect.  The Depositor and the Master Servicer, and each of their
        respective officers and directors shall be entitled to rely on upon each
        such
        servicing criteria assessment.

       

      (2)           
        Each of the Master Servicer and the Trustee shall deliver to the Depositor
        and
        the Master Servicer a report of a registered public accounting firm reasonably
        acceptable to the Depositor that attests to, and reports on, the assessment
        of
        compliance made by Master Servicer or the Trustee, as 

       

       

      
        
          
          

        

        
          XI-3

          
            

          

        

        
          
          

        

      

       

      applicable,
        and delivered pursuant to the preceding paragraphs. Such attestation shall
        be in
        accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
        Securities Act and the Exchange Act, including, without limitation that in
        the
        event that an overall opinion cannot be expressed, such registered public
        accounting firm shall state in such report why it was unable to express such
        an
        opinion. Such report must be available for general use and not contain
        restricted use language. To the extent any of the Servicing Criteria are
        not
        applicable to such Person, with respect to asset-backed securities transactions
        taken as a whole involving such Person and that are backed by the same asset
        type backing the Certificates, such report shall include such a statement
        that
        that effect.

       

      (3)           
        The Master Servicer shall cause each Subservicer and each Reporting
        Subcontractor to deliver to the Depositor an assessment of compliance and
        accountant’s attestation as and when provided in paragraphs (a) and (b) of this
        Section 11.07.

       

      (4)           
        The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor
        and the Master Servicer an assessment of compliance and accountant’s attestation
        as and when provided in paragraphs (a) and (b) of this Section.

       

      (5)           
        The Master Servicer and the Trustee shall execute (and the Master Servicer
        shall
        cause each Subservicer to execute, and the Master Servicer and the Trustee
        shall
        cause each Reporting Subcontractor to execute) a reliance certificate to
        enable
        the Certification Parties to rely upon each (i) annual compliance statement
        provided pursuant to Section 3.16, (ii) annual report on assessments of
        compliance with servicing criteria provided pursuant to this Section 11.07
        and
        (iii) accountant’s report provided pursuant to this Section 11.07 and shall
        include a certification that each such annual compliance statement or report
        discloses any deficiencies or defaults described to the registered public
        accountants of such Person to enable such accountants to render the
        certification provided for in this Section 11.07.    In the
        event the Master Servicer, any Subservicer, the Trustee or Reporting
        Subcontractor is terminated or resigns during the term of this Agreement,
        such
        Person shall provide a certification to the Certifying Person pursuant to
        this
        Section 11.07 with respect to the period of time it was subject to this
        Agreement or provided services with respect to the Trust Fund, the Certificates
        or the Mortgage Loans.

       

      (b)           
        In the event the Master Servicer, any Subservicer, the Trustee or Reporting
        Subcontractor is terminated or resigns during the term of this Agreement,
        such
        Person shall provide documents and information required by this Section 11.07
        with respect to the period of time it was subject to this Agreement or provided
        services with respect to the Trust Fund, the Certificates or the Mortgage
        Loans.

       

      (c)           
        Each assessment of compliance provided by a Subservicer pursuant to Section
        11.07(a)(3) shall address each of the Servicing Criteria specified on a
        certification substantially in the form of Exhibit W hereto delivered to
        the
        Depositor concurrently with the execution of this Agreement or, in the case
        of a
        Subservicer subsequently appointed as such, on or prior to the date of such
        appointment. An assessment of compliance provided by a Subcontractor pursuant
        to
        Section 11.07(a)(3) or (4) need not address any elements of the Servicing
        Criteria other than those specified by the Master Servicer or the Trustee,
        as
        applicable, pursuant to Section 11.07(a)(1).

       

      
        	
                 

              	
                SECTION
                  11.08.

              	
                Use
                  of Subservicers
                  and Subcontractors.

              


      

       

      (a)           
        The Master Servicer shall cause any Subservicer used by the Master Servicer
        (or
        by any Subservicer) for the benefit of the Depositor to comply with the
        provisions of Section 3.16 and this Article XI to the same extent as if such
        Subservicer were the Master Servicer (except with respect to the Master
        Servicer’s duties with respect to preparing and filing any Exchange Act Reports
        or as the Certifying Person).  The Master Servicer shall be
        responsible for obtaining from each Subservicer and delivering to the Depositor
        any servicer compliance statement required to be delivered by such Subservicer
        under Section 3.16, any assessment of compliance and attestation required
        to be
        delivered by such 

       

       

      
        
          
          

        

        
          XI-4

          
            

          

        

        
          
          

        

      

       

      Subservicer
        under Section 11.07 and any certification required to be delivered to the
        Certifying Person under Section 11.05 as and when required to be
        delivered.  As a condition to the succession to any Subservicer as
        subservicer under this Agreement by any Person (i) into which such Subservicer
        may be merged or consolidated, or (ii) which may be appointed as a successor
        to
        any Subservicer, the Master Servicer shall provide to the Depositor, at least
        15
        calendar days prior to the effective date of such succession or appointment,
        (x)
        written notice to the Depositor of such succession or appointment and (y)
        in
        writing and in form and substance reasonably satisfactory to the Depositor,
        all
        information reasonably requested by the Depositor in order to comply with
        its
        reporting obligation under Item 6.02 of Form 8-K.

       

      (b)           
        It shall not be necessary for the Master Servicer, any Subservicer or the
        Trustee to seek the consent of the Depositor or any other party hereto to
        the
        utilization of any Subcontractor. The Master Servicer or the Trustee, as
        applicable, shall promptly upon request provide to the Depositor (or any
        designee of the Depositor, such as the Master Servicer or administrator)
        a
        written description (in form and substance satisfactory to the Depositor)
        of the
        role and function of each Subcontractor utilized by such Person (or in the
        case
        of the Master Servicer or any Subservicer), specifying (i) the identity of
        each
        such Subcontractor, (ii) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB, and (iii) which elements of the Servicing Criteria will be
        addressed in assessments of compliance provided by each Subcontractor identified
        pursuant to clause (ii) of this paragraph.

       

      As
        a
        condition to the utilization of any Subcontractor determined to be a Reporting
        Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause
        any such Subcontractor used by such Person (or in the case of the Master
        Servicer or any Subservicer) for the benefit of the Depositor to comply with
        the
        provisions of Sections 11.07 and 11.09 of this Agreement to the same extent
        as
        if such Subcontractor were the Master Servicer (except with respect to the
        Master Servicer’s duties with respect to preparing and filing any Exchange Act
        Reports or as the Certifying Person) or the Trustee, as
        applicable.  The Master Servicer or the Trustee, as applicable, shall
        be responsible for obtaining from each Subcontractor and delivering to the
        Depositor and the Master Servicer, any assessment of compliance and attestation
        required to be delivered by such Subcontractor under Section 11.05 and Section
        11.07, in each case as and when required to be delivered.

       

      
        	
                 

              	
                SECTION
                  11.09.

              	
                Amendments.

              


      

       

      In
        the
        event the parties to this Agreement desire to further clarify or amend any
        provision of this Article XI, this Agreement shall be amended to reflect
        the new
        agreement between the parties covering matters in this Article XI pursuant
        to
        Section 10.01, which amendment shall not require any Opinion of Counsel or
        Rating Agency confirmations or the consent of any
        Certificateholder.  If, during the period that the Depositor is
        required to file Exchange Act Reports with respect to the Trust Fund, the
        Master
        Servicer is no longer an Affiliate of the Depositor, the Depositor shall
        assume
        the obligations and responsibilities of the Master Servicer in this Article
        XI
        with respect to the preparation and filing of the Exchange Act Reports and/or
        acting as the Certifying Person, if the Depositor has received indemnity
        from
        such successor Master Servicer satisfactory to the Depositor, and such Master
        Servicer has agreed to provide a Sarbanes-Oxley Certification to the Depositor
        substantially in the form of Exhibit Y, and the certifications referred to
        in
        Section 11.07.

       

      
        	
                 

              	
                SECTION
                  11.10.

              	
                Reconciliation
                  of Accounts. 

              


      

       

      Any
        reconciliation of Accounts performed by any party hereto, or any Subservicer
        or
        Subcontractor shall be prepared no later than 45 calendar days after the
        bank
        statement cutoff date.

       

      *           
        *           
*           
*           
*           
*

       

       

      
        
          
          

        

        
          XI-5

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Depositor, the Trustee, the Sellers and the Master Servicer
        have caused their names to be signed hereto by their respective officers
        thereunto duly authorized as of the day and year first above
        written.

       

       

                      CWMBS,
        INC.

                        as
        Depositor

       

       

                      By:   
/s/
        Kushal
        Bhakta                             


                      Name:
        Kushal
        Bhakta

                      Title:  
        Senior Vice President

       

                      THE
        BANK OF NEW
        YORK,

                        as
        Trustee

       

       

                      By:   
/s/
        Matthew
        Sabino                           

                      Name:
        Matthew
        Sabino

                      Title: 
        Assistant Treasurer

       

                      COUNTRYWIDE
        HOME
        LOANS, INC.,

                        as
        a
        Seller

      
         

         

                        By:   
/s/
          Kushal
          Bhakta                             


                        Name:
          Kushal
          Bhakta

                        Title:  
          Senior Vice President

      

       

                      PARK
        GRANADA
        LLC,

                        as
        a
        Seller

       

      
         

                        By:   
/s/
          Kushal
          Bhakta                             


                        Name:
          Kushal
          Bhakta

                        Title:  
          Senior Vice President

         

      

                      PARK
        MONACO
        INC.,

                        as
        a
        Seller

       

      
         

                        By:   
/s/
          Kushal
          Bhakta                             


                        Name:
          Kushal
          Bhakta

                        Title:  
          Senior Vice President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

                      PARK
        SIENNA
        LLC,

                        as
a
        Seller

       

      
         

                        By:   
/s/
          Kushal
          Bhakta                             


                        Name:
          Kushal
          Bhakta

                        Title:  
          Senior Vice President

      

       

                      COUNTRYWIDE
        HOME
        LOANS SERVICING LP,

                        as
        Master
        Servicer

       

                      By:  COUNTRYWIDE
        GP, INC.

       

      
         

                        By:   
/s/
          Kushal
          Bhakta                             


                        Name:
          Kushal
          Bhakta

                        Title:  
          Senior Vice President

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

       

      
        	
              	
                 

              	
                Acknowledged
                  solely with respect to the Trustee’s obligations under Section 4.01(b)
                  

              


      

       

                      THE
        BANK OF NEW YORK,
        in its individual capacity

       

                      By:   
/s/
        Paul
        Connolly                                                   


                      Name:
        Paul
        Connolly

                      Title: 
Vice
        President

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        I

       

      Mortgage
        Loan Schedule

       

      [Delivered
        at Closing to Trustee]

       

       

      
        
          
          

        

        
          S-I-1

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        II-A

      CWMBS,
        Inc.

      Mortgage
        Pass-Through Certificates

      Series
        2007-21

      Representations
        and
        Warranties of Countrywide

       

      Countrywide
        Home Loans, Inc. (“Countrywide”) hereby makes the representations and warranties
        set forth in this Schedule II-A to the Depositor, the Master Servicer and
        the
        Trustee, as of the Closing Date or if so specified herein, as of the Initial
        Cut-off Date.  Capitalized terms used but not otherwise defined in
        this Schedule II-A shall have the meanings ascribed thereto in the Pooling
        and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Countrywide Home Loans, Inc., as
        a  seller, Park Granada LLC, as a seller, Park Monaco Inc., as a
        seller, Park Sienna LLC, as a seller, Countrywide Home Loans Servicing LP,
        as
        master servicer, CWMBS, Inc., as depositor, and The Bank of New York, as
        trustee.

       

      
        	
                (1)

              	
                Countrywide
                  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
                  the Pooling and Servicing Agreement to be conducted by Countrywide
                  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 perform any of its obligations under the
                  Pooling
                  and Servicing Agreement and each Supplemental Transfer Agreement
                  in
                  accordance with the terms thereof. 

              


      

       

      
        	
                (2)

              	
                Countrywide
                  has the full corporate power and authority to sell each Countrywide
                  Mortgage Loan, and to execute, deliver and perform, and to enter
                  into and
                  consummate the transactions contemplated by the Pooling and Servicing
                  Agreement and each Supplemental Transfer Agreement and has duly
                  authorized
                  by all necessary corporate action on the part of Countrywide the
                  execution, delivery and performance of the Pooling and Servicing
                  Agreement
                  and each Supplemental Transfer Agreement; and the Pooling and Servicing
                  Agreement and each Supplemental Transfer Agreement, assuming the
                  due
                  authorization, execution and delivery thereof by the other parties
                  thereto, constitutes a legal, valid and binding obligation of Countrywide,
                  enforceable against Countrywide in accordance with its terms, 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.


              


      

       

      
        	
                (3)

              	
                The
                  execution and delivery of the Pooling and Servicing Agreement and
                  each
                  Supplemental Transfer Agreement by Countrywide, the sale of the
                  Countrywide Mortgage Loans by Countrywide under the Pooling and
                  Servicing
                  Agreement, and each Supplemental Transfer Agreement the consummation
                  of
                  any other of the transactions contemplated by the Pooling and Servicing
                  Agreement, and the fulfillment of or compliance with the terms
                  thereof are
                  in the ordinary course of business of Countrywide and will not
                  (A) result in a material breach of any term or provision of the
                  charter or by-laws of Countrywide 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 Countrywide is a party or by which it may be
                  bound, or
                  (C) constitute a material violation of any statute, order or
                  regulation applicable to Countrywide of any court, regulatory body,
                  administrative agency or 

                 

                 

              


      

       

       

      
        
          
          

        

        
          S-II-A-1

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  governmental
                    body having jurisdiction over Countrywide; and Countrywide 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
                    Countrywide’s ability to perform or meet any of its obligations under the
                    Pooling and Servicing Agreement. 

                


        

         

      

      
        	
                (4)

              	
                Countrywide
                  is an approved servicer of conventional mortgage loans for FNMA
                  or FHLMC
                  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 Countrywide’s knowledge,
                  threatened, against Countrywide that would materially and adversely
                  affect
                  the execution, delivery or enforceability of the Pooling and Servicing
                  Agreement or the ability of Countrywide to sell the Countrywide
                  Mortgage
                  Loans or to perform any of its other obligations under the Pooling
                  and
                  Servicing Agreement in accordance with the terms 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
                  Countrywide of, or compliance by Countrywide with, the Pooling
                  and
                  Servicing Agreement or the consummation of the transactions contemplated
                  thereby, or if any such consent, approval, authorization or order
                  is
                  required, Countrywide has obtained the same.


              


      

       

      
        	
                (7)

              	
                Countrywide
                  intends to treat the transfer of the Countrywide Mortgage Loans
                  to the
                  Depositor as a sale of the Countrywide Mortgage Loans for all tax,
                  accounting and regulatory purposes.


              


      

       

      
        	
                (8)

              	
                Countrywide
                  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 MERS Mortgage Loans in the Trust Fund for as long
                  as such
                  Mortgage Loans are registered with MERS.


              


      

       

      


      
        
          
          

        

        
          S-II-A-2

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        II-B

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-21

       

      Representations
        and
        Warranties of Park Granada

       

      Park
        Granada LLC (“Park Granada”) and Countrywide Home Loans, Inc. (“Countrywide”),
        each hereby makes the representations and warranties set forth in this Schedule
        II-B to the Depositor, the Master Servicer and the Trustee, as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule II-B shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Park Granada LLC, as a seller, Park Monaco
        Inc.,
        as a seller, Park Sienna LLC, as a seller, Countrywide Home Loans, Inc.,
        as a
        seller, Countrywide Home Loans Servicing LP, as master servicer, CWMBS, Inc.,
        as
        depositor, and The Bank of New York, as trustee.

       

      
        	
                (1)

              	
                Park
                  Granada is a limited liability company duly formed and validly
                  existing
                  and in good standing under the laws of the State of Delaware.
                  

              


      

       

      
        	
                (2)

              	
                Park
                  Granada has the full corporate power and authority to sell each
                  Park
                  Granada Mortgage Loan, and to execute, deliver and perform, and
                  to enter
                  into and consummate the transactions contemplated by the Pooling
                  and
                  Servicing Agreement and each Supplemental Transfer Agreement and
                  has duly
                  authorized by all necessary corporate action on the part of Park
                  Granada
                  the execution, delivery and performance of the Pooling and Servicing
                  Agreement and each Supplemental Transfer Agreement; and the Pooling
                  and
                  Servicing Agreement and each Supplemental Transfer Agreement, assuming
                  the
                  due authorization, execution and delivery thereof by the other
                  parties
                  thereto, constitutes a legal, valid and binding obligation of Park
                  Granada, enforceable against Park Granada in accordance with its
                  terms,
                  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. 

              


      

       

      
        	
                (3)

              	
                The
                  execution and delivery of the Pooling and Servicing Agreement and
                  each
                  Supplemental Transfer Agreement by Park Granada, the sale of the
                  Park
                  Granada Mortgage Loans by Park Granada under the Pooling and Servicing
                  Agreement and each Supplemental Transfer Agreement, the consummation
                  of
                  any other of the transactions contemplated by the Pooling and Servicing
                  Agreement, and the fulfillment of or compliance with the terms
                  thereof are
                  in the ordinary course of business of Park Granada and will not
                  (A) result
                  in a material breach of any term or provision of the certificate
                  of
                  formation or the limited liability company agreement of Park Granada
                  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 Granada 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 Granada of any
                  court,
                  regulatory body, administrative agency or governmental body having
                  jurisdiction over Park Granada; and Park Granada 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 
                  

              


      

       

       

      
        
          
          

        

        
          S-II-B-1

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  of
                    any court, regulatory body, administrative agency or governmental
                    body
                    having jurisdiction over it which breach or violation may materially
                    impair Park Granada’s ability to perform or meet any of its obligations
                    under the Pooling and Servicing Agreement.


                


        

         

      

      
        	
                (4)

              	
                No
                  litigation is pending or, to the best of Park Granada’s knowledge,
                  threatened, against Park Granada that would materially and adversely
                  affect the execution, delivery or enforceability of the Pooling
                  and
                  Servicing Agreement or the ability of Park Granada to sell the
                  Park
                  Granada Mortgage Loans or to perform any of its other obligations
                  under
                  the Pooling and Servicing Agreement in accordance with the terms
                  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 Granada of, or compliance by Park Granada with, the Pooling
                  and
                  Servicing Agreement or the consummation of the transactions contemplated
                  thereby, or if any such consent, approval, authorization or order
                  is
                  required, Park Granada has obtained the same.


              


      

       

      
        	
                (6)

              	
                Park
                  Granada intends to treat the transfer of the Park Granada Mortgage
                  Loans
                  to the Depositor as a sale of the Park Granada Mortgage Loans for
                  all tax,
                  accounting and regulatory purposes.


              


      

       

       

      
        
          
          

        

        
          S-II-B-2

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        II-C

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-21

       

      Representations
        and
        Warranties of Park Monaco

       

      Park
        Monaco Inc. (“Park Monaco”) and Countrywide Home Loans, Inc. (“Countrywide”),
        each hereby makes the representations and warranties set forth in this Schedule
        II-C to the Depositor, the Master Servicer and the Trustee, as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule II-C shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Park Monaco, as a seller, Countrywide, as
        a
        seller, Park Granada LLC, as a seller, Park Sienna LLC, as a seller, Countrywide
        Home Loans Servicing LP, as master servicer, CWMBS, Inc., as depositor, and
        The
        Bank of New York, as trustee.

       

      
        	
                (1)

              	
                Park
                  Monaco is a corporation duly formed and validly existing and in
                  good
                  standing under the laws of the State of Delaware.
                  

              


      

       

      
        	
                (2)

              	
                Park
                  Monaco has the full corporate 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 the Pooling and Servicing
                  Agreement and each Supplemental Transfer Agreement and has duly
                  authorized
                  by all necessary corporate action on the part of Park Monaco the
                  execution, delivery and performance of the Pooling and Servicing
                  Agreement
                  and each Supplemental Transfer Agreement; and the Pooling and Servicing
                  Agreement and each Supplemental Transfer Agreement, assuming the
                  due
                  authorization, execution and delivery thereof by the other parties
                  thereto, constitutes a legal, valid and binding obligation of Park
                  Monaco,
                  enforceable against Park Monaco in accordance with its terms, 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. 

              


      

       

      
        	
                (3)

              	
                The
                  execution and delivery of the Pooling and Servicing Agreement and
                  each
                  Supplemental Transfer Agreement by Park Monaco, the sale of the
                  Park
                  Monaco Mortgage Loans by Park Monaco under the Pooling and Servicing
                  Agreement and each Supplemental Transfer Agreement, the consummation
                  of
                  any other of the transactions contemplated by the Pooling and Servicing
                  Agreement, and the fulfillment of or compliance with the terms
                  thereof 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 
                  

              


      

       

       

      
        
          
          

        

        
          S-II-C-1

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  violation
                    may materially impair Park Monaco’s ability to perform or meet any of its
                    obligations under the Pooling and Servicing 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 the Pooling and Servicing
                  Agreement or the ability of Park Monaco to sell the Park Monaco
                  Mortgage
                  Loans or to perform any of its other obligations under the Pooling
                  and
                  Servicing Agreement in accordance with the terms 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, the Pooling
                  and
                  Servicing Agreement or the consummation of the transactions contemplated
                  thereby, or if any such consent, approval, authorization or order
                  is
                  required, Park Monaco has obtained the same.


              


      

       

      
        	
                (6)

              	
                Park
                  Monaco intends to 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.


              


      

       

       

      
        
          
          

        

        
          S-II-C-2

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        II-D

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-21

       

      Representations
        and
        Warranties of Park Sienna

       

      Park
        Sienna LLC (“Park Sienna”) and Countrywide Home Loans, Inc. (“Countrywide”),
        each hereby makes the representations and warranties set forth in this Schedule
        II-D to the Depositor, the Master Servicer and the Trustee, as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule II-D shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Park Sienna, as a seller, Countrywide, as
        a
        seller, Park Granada LLC, as a seller, Park Monaco Inc., as a seller,
        Countrywide Home Loans Servicing LP, as master servicer, CWMBS, Inc., as
        depositor, and The Bank of New York, as trustee.

       

      
        	
                (1)

              	
                Park
                  Sienna is a limited liability company duly formed and validly existing
                  and
                  in good standing under the laws of the State of Delaware.
                  

              


      

       

      
        	
                (2)

              	
                Park
                  Sienna has the full corporate 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 the Pooling and Servicing
                  Agreement and each Supplemental Transfer Agreement and has duly
                  authorized
                  by all necessary corporate action on the part of Park Sienna the
                  execution, delivery and performance of the Pooling and Servicing
                  Agreement
                  and each Supplemental Transfer Agreement; and the Pooling and Servicing
                  Agreement and each Supplemental Transfer Agreement, assuming the
                  due
                  authorization, execution and delivery thereof by the other parties
                  thereto, constitutes a legal, valid and binding obligation of Park
                  Sienna,
                  enforceable against Park Sienna in accordance with its terms, 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. 

              


      

       

      
        	
                (3)

              	
                The
                  execution and delivery of the Pooling and Servicing Agreement and
                  each
                  Supplemental Transfer Agreement by Park Sienna, the sale of the
                  Park
                  Sienna Mortgage Loans by Park Sienna under the Pooling and Servicing
                  Agreement and each Supplemental Transfer Agreement, the consummation
                  of
                  any other of the transactions contemplated by the Pooling and Servicing
                  Agreement, and the fulfillment of or compliance with the terms
                  thereof 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 the 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 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 the
                  Pooling and Servicing Agreement. 

              


      

       

       

      
        
          
          

        

        
          S-II-D-1

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (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 the Pooling and Servicing
                  Agreement or the ability of Park Sienna to sell the Park Sienna
                  Mortgage
                  Loans or to perform any of its other obligations under the Pooling
                  and
                  Servicing Agreement in accordance with the terms 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, the Pooling
                  and
                  Servicing Agreement or the consummation of the transactions contemplated
                  thereby, or if any such consent, approval, authorization or order
                  is
                  required, Park Sienna has obtained the same.


              


      

       

      
        	
                (6)

              	
                Park
                  Sienna intends to 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.


              


      

       

      


      
        
          
          

        

        
          S-II-D-2

          
            

          

        

        
          
          

        

      

      SCHEDULE
        III-A

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through
        Certificates

       

      Series
        2007-21

       

      Representations
        and Warranties of Countrywide as to all of the Mortgage
        Loans

       

      Countrywide
        Home Loans, Inc. (“Countrywide”) hereby makes the representations and warranties
        set forth in this Schedule III-A to the Depositor, the Master Servicer and
        the
        Trustee, with respect to all of the Mortgage Loans as of the Closing Date,
        or if
        so specified herein, as of the Initial Cut-off Date, and with respect to
        all of
        the Supplemental Mortgage Loans as of the related Supplemental Transfer Date
        or,
        if so specified herein, as of the related Supplemental Cut-off
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule III-A shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Countrywide, as a seller, Park Granada LLC,
        as a
        seller, Park Monaco Inc., as a seller, Park Sienna LLC, as a seller, Countrywide
        Home Loans Servicing LP, as master servicer, CWMBS, Inc., as depositor, and
        The
        Bank of New York, as trustee.

       

      
        	
                (1)

              	
                The
                  information set forth on Schedule I to the Pooling and Servicing
                  Agreement
                  with respect to each Initial Mortgage Loan is true and correct
                  in all
                  material respects as of the Closing Date and with respect to each
                  Supplemental Mortgage Loan is true and correct in all material
                  respects as
                  of the related Supplemental Transfer Date.


              


      

       

      
        	
                (2)

              	
                As
                  of the Closing Date, all payments with respect to each Initial
                  Mortgage
                  Loan due prior to the Initial Cut-off Date have been made. As of
                  a
                  Supplemental Transfer Date, none of the Supplemental Mortgage Loans
                  conveyed on such Supplemental Transfer Date were 30 or more days
                  delinquent. 

              


      

       

      
        	
                (3)

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

              


      

       

      
        	
                (4)

              	
                Each
                  Mortgage is a valid and enforceable first lien on the Mortgaged
                  Property
                  subject only to (a) the lien of non delinquent current real property
                  taxes
                  and assessments, (b) 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 (c) other matters to which like properties
                  are
                  commonly subject which do not materially interfere with the benefits
                  of
                  the security intended to be provided by such Mortgage.
                  

              


      

       

      
        	
                (5)

              	
                [Reserved].
                  

              


      

       

      
        	
                (6)

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

              


      

       

      
        	
                (7)

              	
                There
                  is no valid offset, 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.


              


      

       

      
        	
                (8)

              	
                There
                  are no mechanics’ liens or claims for work, labor or material affecting
                  any Mortgaged Property which are or may be a lien prior to, or
                  equal with,
                  the lien of such Mortgage, except those which are insured against
                  by the
                  title insurance policy referred to in item (12) below.
                  

              


      

       

       

      
        
          
          

        

        
          S-III-A-1

          
            

          

        

        
          
          

        

      

       

      
        	
                (9)

              	
                As
                  of the Closing Date with respect to the Initial Mortgage Loans
                  and as of
                  the related Supplemental Transfer Date with respect to the Supplemental
                  Mortgage Loans, to the best of Countrywide’s knowledge, each Mortgaged
                  Property is free of material damage and in good repair.  As of
                  the Closing Date, each Mortgaged Property located in Los Angeles,
                  San
                  Bernardino, San Diego and Ventura counties in California is free
                  of
                  material damage that occurred during the time period
                  beginning  on October 19, 2007 and ending on the day prior to
                  the Closing Date resulting from wildfires.


              


      

       

      
        	
                (10)

              	
                Each
                  Mortgage Loan at origination complied in all material respects
                  with
                  applicable local, state and federal laws, including, without limitation,
                  usury, equal credit opportunity, predatory and abusive lending
                  laws, real
                  estate settlement procedures, truth-in-lending and disclosure laws,
                  and
                  consummation of the transactions contemplated hereby will not involve
                  the
                  violation of any such laws. 

              


      

       

      
        	
                (11)

              	
                As
                  of the Closing Date with respect to the Initial Mortgage Loans
                  and as of
                  the related Supplemental Transfer Date with respect to the Supplemental
                  Mortgage Loans, neither the Sellers 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 which 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 Mortgage; or executed
                  any
                  instrument of release, cancellation, modification or satisfaction
                  with
                  respect thereto. 

              


      

       

      
        	
                (12)

              	
                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 Stated 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 FNMA or FHLMC and
                  is in a
                  form acceptable to FNMA or FHLMC, which policy insures Countrywide
                  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 (4) above; to the best of Countrywide’s knowledge, no
                  claims have been made under such mortgage title insurance policy
                  and no
                  prior holder of the related Mortgage, including Countrywide, has
                  done, by
                  act or omission, anything which would impair the coverage of such
                  mortgage
                  title insurance policy. 

              


      

       

      
        	
                (13)

              	
                Each
                  Mortgage Loan was originated (within the meaning of Section 3(a)(41)
                  of
                  the Securities Exchange Act of 1934, as amended) by an entity that
                  satisfied at the time of origination the requirements of Section 3(a)(41)
                  of the Securities Exchange Act of 1934, as amended.
                  

              


      

       

      
        	
                (14)

              	
                To
                  the best of Countrywide’s knowledge, all of the improvements which 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.
                  

              


      

       

      
        	
                (15)

              	
                To
                  the best of Countrywide’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 Countrywide’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 

              


      

       

       

      
        
          
          

        

        
          S-III-A-2

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  adverse
                    effect on the value of such Mortgaged Property, and the Mortgaged
                    Property
                    is lawfully occupied under applicable law.


                


        

         

      

      
        	
                (16)

              	
                Each
                  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. To the best
                  of
                  Countrywide’s knowledge, all parties to the Mortgage Note and 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. 

              


      

       

      
        	
                (17)

              	
                The
                  proceeds of the Mortgage Loans 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 Loans were paid. 

              


      

       

      
        	
                (18)

              	
                The
                  related Mortgage contains customary and enforceable provisions
                  which
                  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.
                  

              


      

       

      
        	
                (19)

              	
                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.


              


      

       

      
        	
                (20)

              	
                Each
                  Mortgage Note and each Mortgage is in substantially one of the
                  forms
                  acceptable to FNMA or FHLMC, with such riders as have been acceptable
                  to
                  FNMA or FHLMC, as the case may be. 

              


      

       

      
        	
                (21)

              	
                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 Countrywide have been capitalized under the Mortgage
                  or the
                  related Mortgage Note. 

              


      

       

      
        	
                (22)

              	
                The
                  origination, underwriting and collection practices used by Countrywide
                  with respect to each Mortgage Loan have been in all respects legal,
                  prudent and customary in the mortgage lending and servicing business.
                  

              


      

       

      
        	
                (23)

              	
                There
                  is no pledged account or other security other than real estate
                  securing
                  the Mortgagor’s obligations. 

              


      

       

      
        	
                (24)

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

              


      

       

      
        	
                (25)

              	
                Each
                  Mortgage Loan contains a customary “due on sale” clause.
                  

              


      

       

      
        	
                (26)

              	
                Approximately
                  2.13% and 0.00% of the Initial Mortgage Loans in Loan Group 1 and
                  Loan
                  Group 2, respectively, in each case by aggregate Stated Principal
                  Balance
                  of the Initial Mortgage Loans in that Loan Group as of the Initial
                  Cut-off
                  Date, provide for a Prepayment Charge.


              


      

       

      
        	
                (27)

              	
                Each
                  Mortgage Loan which had a Loan-to-Value Ratio at origination in
                  excess of
                  80.00% is the subject of a Primary Insurance Policy that insures
                  that
                  portion of the principal balance equal to a specified percentage
                  times the
                  sum of the remaining principal balance of the related Mortgage
                  Loan, the
                  accrued interest thereon and the related foreclosure expenses.
                  The
                  specified coverage percentage 


              


      

       

       

      
        
          
          

        

        
          S-III-A-3

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  for
                    mortgage loans with terms to maturity of between 25 and 30 years
                    is 12%
                    for Loan-to-Value Ratios between 80.01% and 85.00%, 25% for Loan-to-Value
                    Ratios between 85.01% and 90.00%, 30% for Loan-to-Value Ratios
                    between
                    90.01% and 95.00% and 35% for Loan-to-Value Ratios between 95.01%
                    and
                    100%. The specified coverage percentage for mortgage loans with
                    terms to
                    maturity of up to 20 years is 6% for Loan-to-Value Ratios between
                    80.01%
                    and 85.00%, 12% for Loan-to-Value Ratios between 85.01% and 90.00%
                    and 20%
                    for Loan-to-Value Ratios between 90.01% and 95.00%. Each such
                    Primary
                    Insurance Policy is issued by a Qualified Insurer. All provisions
                    of any
                    such Primary Insurance Policy have been and are being complied
                    with, any
                    such policy is in full force and effect, and all premiums due
                    thereunder
                    have been paid. Any Mortgage subject to any such Primary Insurance
                    Policy
                    obligates either the Mortgagor or the mortgagee thereunder to
                    maintain
                    such insurance and to pay all premiums and charges in connection
                    therewith, subject, in each case, to the provisions of Section
                    3.09(b) of
                    the Pooling and Servicing Agreement. The Mortgage Rate for each
                    Mortgage
                    Loan is net of any such insurance premium.


                


        

         

      

      
        	
                (28)

              	
                As
                  of the Closing Date or the related Supplemental Transfer 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 which 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 insurance policies and all
                  flood
                  policies referred to in item (29) below contain a standard mortgagee
                  clause naming Countrywide or the original mortgagee, and its successors
                  in
                  interest, as mortgagee, and Countrywide 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.
                  

              


      

       

      
        	
                (29)

              	
                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.


              


      

       

      
        	
                (30)

              	
                To
                  the best of Countrywide’s knowledge, there is no proceeding occurring,
                  pending or threatened for the total or partial condemnation of
                  the
                  Mortgaged Property. 

              


      

       

      
        	
                (31)

              	
                There
                  is no material monetary default existing under any Mortgage or
                  the related
                  Mortgage Note and, to the best of Countrywide’s knowledge, there is no
                  material event which, 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 Countrywide has not waived any default,
                  breach,
                  violation or event of acceleration.


              


      

       

      
        	
                (32)

              	
                Each
                  Mortgaged Property is a type of property that satisfies the requirements
                  of Section 3(a)(41)(A)(i) of the Securities Exchange Act of 1934,
                  as
                  amended. 

              


      

       

       

      
        
          
          

        

        
          S-III-A-4

          
            

          

        

        
          
          

        

      

       

      
        	
                (33)

              	
                Each
                  Mortgage Loan is being master serviced by the Master Servicer.
                  

              


      

       

      
        	
                (34)

              	
                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. 

              


      

       

      
        	
                (35)

              	
                All
                  taxes, governmental assessments, insurance premiums, water, sewer
                  and
                  municipal charges, leasehold payments or ground rents which previously
                  became due and owing have been paid, or an escrow of funds has
                  been
                  established in an amount sufficient to pay for every such item
                  which
                  remains unpaid and which 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
                  which 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. 

              


      

       

      
        	
                (36)

              	
                Each
                  Mortgage Loan was underwritten in all material respects in accordance
                  with
                  Countrywide’s underwriting guidelines as set forth in the Prospectus
                  Supplement. 

              


      

       

      
        	
                (37)

              	
                Other
                  than with respect to any Streamlined Documentation Mortgage Loan
                  as to
                  which the loan-to-value ratio of the related Original Mortgage
                  Loan was
                  less than 90% at the time of the origination of such Original Mortgage
                  Loan, 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 FNMA and
                  FHLMC.
                  

              


      

       

      
        	
                (38)

              	
                None
                  of the Initial Mortgage Loans are graduated payment mortgage loans
                  or
                  growing equity mortgage loans. 

              


      

       

      
        	
                (39)

              	
                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.
                  

              


      

       

      
        	
                (40)

              	
                The
                  Mortgage Loans were selected from among the outstanding fixed-rate
                  one- to
                  four-family mortgage loans in the portfolios of the Sellers at
                  the Closing
                  Date as to which the representations and warranties made as to
                  the
                  Mortgage Loans set forth in this Schedule III-A can be made. Such
                  selection was not made in a manner intended to adversely affect
                  the
                  interests of Certificateholders. 

              


      

       

      
        	
                (41)

              	
                Except
                  for approximately 24.14% and 4.03% of the Initial Mortgage Loans
                  in Loan
                  Group 1 and Loan Group 2, respectively, by aggregate Stated Principal
                  Balance of the Mortgage Loans as of the Initial Cut-off Date, each
                  Mortgage Loan has a payment date on or before the Due Date in the
                  month of
                  the first Distribution Date. 

              


      

       

      
        	
                (42)

              	
                With
                  respect to any Mortgage Loan as to which an affidavit has been
                  delivered
                  to the Trustee certifying that the original Mortgage Note is a
                  Lost
                  Mortgage Note, if such Mortgage Loan is subsequently in default,
                  the
                  enforcement of such Mortgage Loan or of the related Mortgage by
                  or on
                  behalf of the Trustee will not be materially adversely affected
                  by the
                  absence of the original Mortgage 

              


      

       

       

      
        
          
          

        

        
          S-III-A-5

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  Note.
                    A “Lost Mortgage Note” is a Mortgage Note the original of which was
                    permanently lost or destroyed and has not been replaced.
                    

                


        

         

      

      
        	
                (43)

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

              


      

       

      
        	
                (44)

              	
                No
                  Mortgaged Property is improved by a mobile home.
                  

              


      

       

      
        	
                (45)

              	
                No
                  Mortgage Loan in any Loan Group originated between October 1, 2002
                  and
                  March 7, 2003 is subject to the Georgia Fair Lending Act, as amended.
                  No
                  Mortgage Loan in any Loan Group originated between October 1, 2002
                  and
                  March 7, 2003 is secured by a Mortgaged Property located in the
                  state of
                  Georgia, and there is no Mortgage Loan originated on or after March
                  7,
                  2003 that is a “high cost home loan” as defined under the Georgia Fair
                  Lending Act. 

              


      

       

      
        	
                (46)

              	
                None
                  of the Mortgage Loans are “high cost” loans as defined by applicable
                  predatory and abusive lending laws.


              


      

       

      
        	
                (47)

              	
                None
                  of the Mortgage Loans are covered by the Home Ownership and Equity
                  Protection Act of 1994 (“HOEPA”). 

              


      

       

      
        	
                (48)

              	
                No
                  Mortgage Loan 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.).
                  

              


      

       

      
        	
                (49)

              	
                No
                  Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home
                  Loan Protection Act effective January 1, 2004 (N.M. Stat. Ann.
§§ 58-21a-1
                  et seq.). 

              


      

       

      
        	
                (50)

              	
                No
                  Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
                  Massachusetts Predatory Home Loan Practices Act effective November
                  7, 2004
                  (Mass. Gen. Law ch. 183C). 

              


      

       

      
        	
                (51)

              	
                No
                  Mortgage Loan originated on or after January 1, 2005 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).
                  

              


      

       

      
        	
                (52)

              	
                All
                  of the Mortgage Loans were originated in compliance with all applicable
                  laws, including, but not limited to, all applicable anti-predatory
                  and
                  abusive lending laws. 

              


      

       

      
        	
                (53)

              	
                No
                  Mortgage Loan is a High Cost Loan or Covered Loan, as applicable,
                  and with
                  respect to the foregoing, the terms “High Cost Loan” and “Covered Loan”
                  have the meaning assigned to them in the then current Standard
&
                  Poor’s LEVELS® Version 6.0 Glossary Revised, Appendix E which is attached
                  hereto as Exhibit Q (the “Glossary”) where (x) a “High Cost Loan” is each
                  loan identified in the column “Category under applicable anti-predatory
                  lending law” of the table entitled “Standard & Poor's High Cost Loan
                  Categorization” in the Glossary as each such loan is defined in the
                  applicable anti-predatory lending law of the State or jurisdiction
                  specified in such table and (y) a “Covered Loan” is each loan identified
                  in the column “Category under applicable anti-predatory lending law” of
                  the table entitled “Standard & Poor’s Covered Loan Categorization” in
                  the Glossary as each such loan is defined in the applicable anti-predatory
                  lending law of the State or jurisdiction specified in such table.
                  

              


      

       

      


      
        
          
          

        

        
          S-III-A-6

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        III-B

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-21

       

      Representations
        and
        Warranties of Countrywide as to the Countrywide Mortgage
        Loans

       

      Countrywide
        Home Loans, Inc. (“Countrywide”) hereby makes the representations and warranties
        set forth in this Schedule III-B to the Depositor, the Master Servicer and
        the
        Trustee, with respect to the Countrywide Mortgage Loans that are Initial
        Mortgage Loans as of the Closing Date, or if so specified herein, as of the
        Cut-off Date.  Capitalized terms used but not otherwise defined in
        this Schedule III-B shall have the meanings ascribed thereto in the Pooling
        and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Countrywide, as a seller, Park Granada LLC,
        as a
        seller, Park Monaco Inc., as a seller, Park Sienna LLC, as a seller, Countrywide
        Home Loans Servicing LP, as master servicer, CWMBS, Inc., as depositor, and
        The
        Bank of New York, as trustee.

       

      
        	
                (1)

              	
                Immediately
                  prior to the assignment of each Countrywide Mortgage Loan to the
                  Depositor, Countrywide had good title to, and was the sole owner
                  of, such
                  Countrywide 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 the Pooling and Servicing Agreement.
                  

              


      

       

       

       

      
        
          
          

        

        
          S-III-B-1

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        III-C

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-21

       

      Representations
        and
        Warranties of Park Granada as to the Park Granada Mortgage
        Loans

       

      Park
        Granada LLC (“Park Granada”) hereby makes the representations and warranties set
        forth in this Schedule III-C to the Depositor, the Master Servicer and the
        Trustee, with respect to the Park Granada Mortgage Loans that are Initial
        Mortgage Loans as of the Closing Date, or if so specified herein, as of the
        Cut-off Date.  Capitalized terms used but not otherwise defined in
        this Schedule III-C shall have the meanings ascribed thereto in the Pooling
        and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Countrywide Home Loans, Inc., as a seller,
        Park
        Granada, as a seller, Park Monaco Inc., as a seller, Park Sienna LLC, as
        a
        seller, Countrywide Home Loans Servicing LP, as master servicer, CWMBS, Inc.,
        as
        depositor, and The Bank of New York, as trustee.

       

      
        	
                (1)

              	
                Immediately
                  prior to the assignment of each Park Granada Mortgage Loan to the
                  Depositor, Park Granada had good title to, and was the sole owner
                  of, such
                  Park Granada 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 the Pooling and Servicing Agreement.
                  

              


      

       

       

      
        
          
          

        

        
          S-III-C-1

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        III-D

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-21

       

      Representations
        and
        Warranties of Park Monaco as to the Park Monaco Mortgage
        Loans

       

      Park
        Monaco Inc. (“Park Monaco”) hereby makes the representations and warranties set
        forth in this Schedule III-D to the Depositor, the Master Servicer and the
        Trustee, with respect to the Park Monaco Mortgage Loans that are Initial
        Mortgage Loans as of the Closing Date, or if so specified herein, as of the
        Cut-off Date.  Capitalized terms used but not otherwise defined in
        this Schedule III-D shall have the meanings ascribed thereto in the Pooling
        and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Countrywide Home Loans, Inc., as a seller,
        Park
        Monaco, as a seller, Park Granada LLC, as a seller, Park Sienna LLC, as a
        seller, Countrywide Home Loans Servicing LP, as master servicer, CWMBS, Inc.,
        as
        depositor, and The Bank of New York, as trustee.

       

      
        	
                (1)

              	
                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 the Pooling and Servicing Agreement.
                  

              


      

       

       

      
        
          
          

        

        
          S-III-D-1

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        III-E

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-21

       

      Representations
        and
        Warranties of Park Sienna as to the Park Sienna Mortgage
        Loans

       

      Park
        Sienna LLC (“Park Sienna”) hereby makes the representations and warranties set
        forth in this Schedule III-E to the Depositor, the Master Servicer and the
        Trustee, with respect to the Park Sienna Mortgage Loans that are Initial
        Mortgage Loans as of the Closing Date, or if so specified herein, as of the
        Cut-off Date.  Capitalized terms used but not otherwise defined in
        this Schedule III-E shall have the meanings ascribed thereto in the Pooling
        and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Countrywide Home Loans, Inc., as a seller,
        Park
        Sienna, as a seller, Park Monaco Inc., as a seller, Park Granada LLC, as
        a
        seller, Countrywide Home Loans Servicing LP, as master servicer, CWMBS, Inc.,
        as
        depositor, and The Bank of New York, as trustee.

       

      
        	
                (1)

              	
                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
                  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 the Pooling and Servicing Agreement.
                  

              


      

       

       

      
        
          
          

        

        
          S-III-E-1

          
            

          

        

        
          
          

        

      

      
SCHEDULE
        IV

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-21

       

      Representations
        and
        Warranties of the Master Servicer

       

      Countrywide
        Home Loans Servicing LP (“Countrywide Servicing”) hereby makes the
        representations and warranties set forth in this Schedule IV to the Depositor,
        the Sellers and the Trustee, as of the Closing Date.  Capitalized
        terms used but not otherwise defined in this Schedule IV shall have the meanings
        ascribed thereto in the Pooling and Servicing Agreement (the “Pooling and
        Servicing Agreement”) relating to the above-referenced Series, among Countrywide
        Home Loans, Inc., as a seller, Park Granada LLC, as a seller, Park Monaco
        Inc.,
        as a seller, Park Sienna LLC, as a seller, Countrywide Home Loans Servicing
        LP,
        as master servicer, CWMBS, Inc., as depositor, and The Bank of New York,
        as
        trustee.

       

      
        	
                (1)

              	
                Countrywide
                  Servicing is duly organized as a 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 the Pooling and Servicing Agreement to be conducted
                  by
                  Countrywide Servicing 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 perform any
                  of its
                  obligations under the Pooling and Servicing Agreement in accordance
                  with
                  the terms thereof. 

              


      

       

      
        	
                (2)

              	
                Countrywide
                  Servicing has the full partnership power and authority to service
                  each
                  Mortgage Loan, and to execute, deliver and perform, and to enter
                  into and
                  consummate the transactions contemplated by the Pooling and Servicing
                  Agreement and has duly authorized by all necessary partnership
                  action on
                  the part of Countrywide Servicing the execution, delivery and performance
                  of the Pooling and Servicing Agreement; and the Pooling and Servicing
                  Agreement, assuming the due authorization, execution and delivery
                  thereof
                  by the other parties thereto, constitutes a legal, valid and binding
                  obligation of Countrywide Servicing, enforceable against Countrywide
                  Servicing in accordance with its terms, 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. 

              


      

       

      
        	
                (3)

              	
                The
                  execution and delivery of the Pooling and Servicing Agreement by
                  Countrywide Servicing, the servicing of the Mortgage Loans by Countrywide
                  Servicing under the Pooling and Servicing Agreement, the consummation
                  of
                  any other of the transactions contemplated by the Pooling and Servicing
                  Agreement, and the fulfillment of or compliance with the terms
                  thereof are
                  in the ordinary course of business of Countrywide Servicing 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 Countrywide Servicing 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 Countrywide Servicing is a party
                  or by
                  which it may be bound, or (C) constitute a material violation of any
                  statute, order or regulation applicable to Countrywide Servicing
                  of any
                  court, regulatory body, administrative agency or governmental body
                  having
                  jurisdiction over Countrywide Servicing; and Countrywide Servicing
                  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  

              


      

       

       

      
        
          
          

        

        
          S-IV-1

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   

                	
                  jurisdiction
                    over it which breach or violation may materially impair the ability
                    of
                    Countrywide Servicing to perform or meet any of its obligations
                    under the
                    Pooling and Servicing Agreement. 

                


        

         

      

      
        	
                (4)

              	
                Countrywide
                  Servicing is an approved servicer of conventional mortgage loans
                  for FNMA
                  or FHLMC 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 Countrywide Servicing’s
                  knowledge, threatened, against Countrywide Servicing that would
                  materially
                  and adversely affect the execution, delivery or enforceability
                  of the
                  Pooling and Servicing Agreement or the ability of Countrywide Servicing
                  to
                  service the Mortgage Loans or to perform any of its other obligations
                  under the Pooling and Servicing Agreement in accordance with the
                  terms
                  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
                  Countrywide Servicing of, or compliance by Countrywide Servicing
                  with, the
                  Pooling and Servicing Agreement or the consummation of the transactions
                  contemplated thereby, or if any such consent, approval, authorization
                  or
                  order is required, Countrywide Servicing has obtained the same.
                  

              


      

       

      
        	
                (7)

              	
                Countrywide
                  Servicing 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 MERS Mortgage Loans for as long as such Mortgage
                  Loans are registered with MERS. 

              


      

       

       

      
        
          
          

        

        
          S-IV-2

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        V

      Principal
        Balance Schedules

      


      


      [Attached
        to Prospectus Supplement, if applicable]

      


      
        
          
          

        

        
          S-V-1

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        VI

      Form
        of Monthly Master Servicer
        Report

      


      
        	
                
                

                LOAN
                  LEVEL REPORTING
                  SYSTEM

              
	
                
                

                DATABASE
                  STRUCTURE

              
	
                
                

                [MONTH,
                  YEAR]

              
	
                
                

                Field
                  Number

              	
                
                

                Field
                  Name

              	
                
                

                Field
                  Type

              	
                
                

                Field
                  Width

              	
                
                

                Dec

              
	
                
                

                1

              	
                
                

                INVNUM

              	
                
                

                Numeric

              	
                
                

                4

              	 
	
                
                

                2

              	
                
                

                INVBLK

              	
                
                

                Numeric

              	
                
                

                4

              	 
	
                
                

                3

              	
                
                

                INACNU

              	
                
                

                Character

              	
                
                

                8

              	 
	
                
                

                4

              	
                
                

                BEGSCH

              	
                
                

                Numeric

              	
                
                

                15

              	
                
                

                2

              
	
                
                

                5

              	
                
                

                SCHPRN

              	
                
                

                Numeric

              	
                
                

                13

              	
                
                

                2

              
	
                
                

                6

              	
                
                

                TADPRN

              	
                
                

                Numeric

              	
                
                

                11

              	
                
                

                2

              
	
                
                

                7

              	
                
                

                LIQEPB

              	
                
                

                Numeric

              	
                
                

                11

              	
                
                

                2

              
	
                
                

                8

              	
                
                

                ACTCOD

              	
                
                

                Numeric

              	
                
                

                11

              	 
	
                
                

                9

              	
                
                

                ACTDAT

              	
                
                

                Numeric

              	
                
                

                4

              	 
	
                
                

                10

              	
                
                

                INTPMT

              	
                
                

                Numeric

              	
                
                

                8

              	 
	
                
                

                11

              	
                
                

                PRNPMT

              	
                
                

                Numeric

              	
                
                

                13

              	
                
                

                2

              
	
                
                

                12

              	
                
                

                ENDSCH

              	
                
                

                Numeric

              	
                
                

                13

              	
                
                

                2

              
	
                
                

                13

              	
                
                

                SCHNOT

              	
                
                

                Numeric

              	
                
                

                13

              	
                
                

                2

              
	
                
                

                14

              	
                
                

                SCHPAS

              	
                
                

                Numeric

              	
                
                

                7

              	
                
                

                3

              
	
                
                

                15

              	
                
                

                PRINPT

              	
                
                

                Numeric

              	
                
                

                7

              	
                
                

                3

              
	
                
                

                16

              	
                
                

                PRIBAL

              	
                
                

                Numeric

              	
                
                

                11

              	
                
                

                2

              
	
                
                

                17

              	
                
                

                LPIDTE

              	
                
                

                Numeric

              	
                
                

                13

              	
                
                

                2

              
	
                
                

                18

              	
                
                

                DELPRN

              	
                
                

                Numeric

              	
                
                

                7

              	 
	
                
                

                19

              	
                
                

                PPDPRN

              	
                
                

                Numeric

              	
                
                

                11

              	
                
                

                2

              
	
                
                

                20

              	
                
                

                DELPRN

              	
                
                

                Numeric

              	
                
                

                11

              	
                
                

                2

              
	
                
                

                21

              	
                
                

                NXTCHG

              	
                
                

                Numeric

              	
                
                

                8

              	 
	
                
                

                22

              	
                
                

                ARMNOT

              	
                
                

                Numeric

              	
                
                

                7

              	
                
                

                3

              
	
                
                

                23

              	
                
                

                ARMPAS

              	
                
                

                Numeric

              	
                
                

                7

              	
                
                

                3

              
	
                
                

                24

              	
                
                

                ARMPMT

              	
                
                

                Numeric

              	
                
                

                11

              	
                
                

                2

              
	
                
                

                25

              	
                
                

                ZZTYPE

              	
                
                

                Character

              	
                
                

                2

              	 
	
                
                

                26

              	
                
                

                ISSUID

              	
                
                

                Character

              	
                
                

                1

              	 
	
                
                

                27

              	
                
                

                KEYNAME

              	
                
                

                Character

              	
                
                

                8

              	 
	
                
                

                TOTAL

              	 	 	
                
                

                240

              	 
	
                
                

                Suggested
                  Format:

              	
                
                

                DBASE
                  file

                Modem
                  transmission

              	 	 	 


      

       

       

       

      
        
          
          

        

        
          S-VI-11

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        VII

      Available
        Exchanges of Depositable Certificates for Exchangeable Certificates(1)(2)

       

      


      
        	
                
                  Classes
                    of Depositable Certificates

                

              	 	
                
                  Related
                    Classes of Exchangeable Certificates

                

              
	
                
                  Classes
                    of Depositable Certificates

                

              	 	
                
                  Original
                    Class Certificate Balance

                

              	 	
                
                  Classes
                    of Exchangeable Certificates

                

              	 	
                
                  Maximum
                    Original

                  Class
                    Certificate Balance

                

              	 	
                
                  Pass-Through
                    Rate

                

              
	
                Combination
                  1

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                Class
                  1-A-1

              	 	
                $649,150,000

              	 	
                Class
                  1-A-3

              	 	
                $670,256,000

              	 	
                6.25%

              
	
                Class
                  1-A-2

              	 	
                $21,106,000

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                Combination
                  2

              	 	 	 	 	 	 
	
                Class
                  2-A-1

              	 	
                $75,530,000

              	 	
                Class
                  2-A-3

              	 	
                $77,989,000

              	 	
                6.00%

              
	
                Class
                  2-A-2

              	 	
                $2,459,000

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      ______________

      
        	
                (1)

              	
                Depositable
                  Certificates and Exchangeable Certificates may be exchanged only
                  in the
                  proportions shown in this Schedule VII. In any exchange, the relative
                  proportions of the Depositable Certificates to be delivered (or,
                  if
                  applicable, received) in such exchange will equal the proportions
                  reflected by the Outstanding Class Certificate Balances of the
                  related
                  Depositable Certificates at the time of exchange.
                  

              


      

       

      
        	
                (2)

              	
                If,
                  as a result of a proposed exchange, a Certificateholder would hold
                  a
                  Depositable Certificate or Exchangeable Certificate of a Class
                  in an
                  amount less than the applicable minimum Denomination for that Class,
                  the
                  Certificateholder will be unable to effect the proposed exchange.
                  

              


      

       

      
 

      S-VII-1

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

     

    
      EXHIBIT
        A

       

      [FORM
        OF SENIOR CERTIFICATE [AND
        EXCHANGEABLE CERTIFICATE]]

       

      [UNLESS
        THIS CERTIFICATE IS PRESENTED BY
        AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
        CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
        REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
        OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
        TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
        INTEREST HEREIN.]

       

      [SOLELY
        FOR U.S. FEDERAL INCOME TAX
        PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
        INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
        AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).]

       

      [UNTIL
        THIS CERTIFICATE HAS BEEN THE
        SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, NEITHER THIS CERTIFICATE NOR
        ANY
        INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE
        TRUSTEE
        EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS
        NOT,
        AND IS NOT INVESTING ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECTTO
        THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO
        SECTION 4975 OF THE CODE, OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH
        THE
        PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.  SUCH REPRESENTATION
        SHALL BE DEEMED TO
        HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE’S ACCEPTANCE OF A CERTIFICATE OF
        THIS CLASS AND BY A BENEFICIAL OWNER’S ACCEPTANCE OF ITS INTEREST IN A
        CERTIFICATE OF THIS CLASS.NOTWITHSTANDING ANYTHING
        ELSE TO THE
        CONTRARY HEREIN, UNTIL THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN
        ERISA-QUALIFYING UNDERWRITING, ANY PURPORTED TRANSFER OF THIS CERTIFICATE
        TO, OR TO A PERSON INVESTING ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECT
        TO
        ERISA OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE WITHOUT
        THE
        OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE
        VOID
        AND OF NO EFFECT.]

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

      


       

      
        	
                Certificate
                  No.

                
                

              	
                :

                
                

              	 
	
                Cut-off
                  Date

                
                

              	
                :

                
                

              	 
	
                First
                  Distribution
                  Date

                
                

              	
                :

                
                

              	 
	
                Initial
                  Certificate
                  Balance

              	 	 
	
                of
                  this
                  Certificate

              	 	 
	
                (“Denomination”)

                
                

              	
                :

                
                

              	
                $

                
                

              
	
                Initial
                  Certificate Balance

              	 	 
	
                of
                  all Certificates
                  of

              	 	 
	
                this
                  Class

                
                

              	
                :

                
                

              	
                $

                
                

              
	
                CUSIP

                
                

              	
                :

                
                

              	 
	
                Interest
                  Rate

                
                

              	
                :

                
                

              	 
	
                Maturity
                  Date

                
                

              	
                :

                
                

              	 


      

       

      CWMBS,
        INC.

      Mortgage
        Pass-Through Certificates,
        Series 200____-____

      Class
        [   ]

       

      evidencing
        a percentage interest in the
        distributions allocable to the Certificates of the above-referenced Class
        with
        respect to a Trust Fund consisting primarily of a pool of conventional mortgage
        loans (the “Mortgage Loans”) secured by first liens on one- to four-family
        residential properties

       

      CWMBS,
        Inc., as
        Depositor

       

      Principal
        in respect of this Certificate
        is distributable monthly as set forth herein.  Accordingly, the
        Certificate Balance at any time may be less than the Certificate Balance
        as set
        forth herein.  This Certificate does not evidence an obligation of, or
        an interest in, and is not guaranteed by the Depositor, the Sellers, the Master
        Servicer or the
        Trustee referred to below or any of their respective
        affiliates.  Neither this Certificate nor the Mortgage Loans are
        guaranteed or insured by any governmental agency or
        instrumentality.

       

      This
        certifies that                 is
        the registered owner of the
        Percentage Interest evidenced by this Certificate (obtained by dividing the
        denomination of this Certificate by the aggregate Initial Certificate
Balanceof
        all Certificates of the Class to
        which this Certificate belongs) in certain monthly distributions with respect
        to
        a Trust Fund consisting primarily of the Mortgage 

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

       

      Loans
        deposited by CWMBS, Inc. (the
“Depositor”).  The Trust Fund was created pursuant to a Pooling and
        Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, Countrywide Home Loans, Inc., as a seller
        (“CHL”), Park Granada LLC, as a
        seller (“Park Granada”), Park Monaco Inc., as a seller (“Park Monaco”), and Park
        Sienna LLC, as a seller (“Park Sienna” and, together with CHL, Park Granada and
        Park Monaco, the “Sellers”), Countrywide Home Loans Servicing LP, as master
        servicer (the “Master Servicer”),and
        The Bank of New York, as trustee
        (the “Trustee”).  To the extent not defined herein, the capitalized
        terms used herein have the meanings assigned in the Agreement.  This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

      [Until
        this certificate has been the
        subject of an ERISA-Qualifying Underwriting, no transfer of a Certificate
        of
        this Class shall be made unless the Trustee shall have received either (i)
        a
        representation letter from the transferee of such Certificate, acceptable
        to and
        in form and substance satisfactory to the Trustee, to the effect that such
        transferee is not an employee benefit plan 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 or investing plan assets of any such benefit plan or arrangement,
        which representation letter shall not be an expense of the Trustee, the Master
        Servicer or the Trust Fund, or (ii) in the case of any suchCertificate presented
        for registration
        in the name of an employee benefit plan subject to ERISAor a
        plan or arrangement subject to Section
        4975of the Code(or
        comparable provisions of any
        subsequent enactments), a trustee of any such benefit plan or arrangement
        or any
        other person acting on behalf of any such benefit plan or
        arrangement,an Opinion of
        Counsel satisfactory to the Trustee to the effect that the purchase and holding
        of such Certificate will not result in a non-exempt prohibited transaction
        under
        Section 406 of ERISA or Section 4975 of the Code, and will not subject the
        Trustee or the Master Servicer to any obligation in addition to those undertaken
        in the Agreement, which Opinion of Counsel shall not be an expense of the
        Trustee, the Master Servicer or the Trust Fund.  Unless the transferee
        delivers the
        Opinion of Counsel described above, such representation shall be deemed to
        have
        been made to the Trustee by the Transferee’s acceptance of a Certificate of this
        Class and by a beneficial owner’s acceptance of its interest in a Certificate of
        this Class.  Notwithstanding anything
        else to the contrary herein, until such certificate has been the subject
        of an
        ERISA-Qualifying Underwriting, any purported transfer of a Certificate of
        this
        Class to, or to a person investing assets of, an employee benefit plan subject
        to ERISA or a plan or arrangement subject to Section 4975 of the Code without
        the opinion of counsel satisfactory to the Trustee as described above shall
        be
        void and of no effect.]

       

      Reference
        is hereby made to the further
        provisions of this Certificate set forth on the reverse hereof, which further
        provisions shall for all purposes have the same effect as if set forth at
        this
        place.

       

      This
        Certificate shall not be entitled
        to any benefit under the Agreement or be valid for any purpose unless manually
        countersigned by an authorized signatory of the Trustee.

       

      *               *              *

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

       

      IN
        WITNESS WHEREOF, the Trustee has
        caused this Certificate to be duly executed.

       

      Dated:  ____________,
        20__

       

      THE
        BANK OF NEW YORK,

      as
        Trustee

       

      By
        ______________________

       

      Countersigned:

       

      By                                                          
        

      Authorized
        Signatory of

      THE
        BANK OF NEW YORK,

      as
        Trustee

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
        B

       

      [FORM
        OF SUBORDINATED
        CERTIFICATE]

       

      [UNLESS
        THIS CERTIFICATE IS PRESENTED BY
        AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
        CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
        REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
        OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
        TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
        INTEREST HEREIN.]

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX
        PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
        INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
        AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).

       

      THIS
        CERTIFICATE IS SUBORDINATED IN
        RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED
        TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE
        OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT
        MAY
        ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS
        OF THE
        ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
        HEREIN.

       

      [NEITHER
        THIS CERTIFICATE NOR ANY
        INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE
        TRUSTEE
        EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT (i) SUCH TRANSFEREE
        IS NOT
        AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
        ACT
        OF 1974, AS AMENDED (“ERISA”), A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF
        THE CODE, OR A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF SUCH
        A
        BENEFIT PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (ii) IF SUCH CERTIFICATE HAS BEEN
        THE SUBJECT
        OF AN ERISA-QUALIFYING UNDERWRITING AND THE TRANSFEREE IS AN INSURANCE COMPANY,
        A
        REPRESENTATION THAT THE TRANSFEREE 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
        (“PTCE”) 95-60, AND THE 

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

      PURCHASE
        AND HOLDING OF THE CERTIFICATE
        SATISFY THE REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF
        PTCE
        95-60, OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF
        THE AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO
        THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON
        BEHALF
        OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT
        TO
        SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE
        TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

      
 

       

      
        	
                Certificate
                  No.

                
                

              	
                :

                
                

              	 
	
                Cut-off
                  Date

                
                

              	
                :

                
                

              	 
	
                First
                  Distribution
                  Date

                
                

              	
                :

                
                

              	 
	
                Initial
                  Certificate
                  Balance

              	 	 
	
                of
                  this
                  Certificate

              	 	 
	
                (“Denomination”)

                
                

              	
                :

                
                

              	
                $

                
                

              
	
                Initial
                  Certificate Balance

              	 	 
	
                of
                  all Certificates
                  of

              	 	 
	
                this
                  Class

                
                

              	
                :

                
                

              	
                $

                
                

              
	
                CUSIP

                
                

              	
                :

                
                

              	 
	
                Interest
                  Rate

                
                

              	
                :

                
                

              	 
	
                Maturity
                  Date

                
                

              	
                :

                
                

              	 


      

       

       

      CWMBS,
        INC.

      Mortgage
        Pass-Through Certificates,
        Series 200____-____

      Class
        [  ]

       

      evidencing
        a percentage interest in the
        distributions allocable to the Certificates of the above-referenced Class
        with
        respect to a Trust Fund consisting primarily of a pool of conventional
mortgage loans
        (the “Mortgage Loans”) secured by
        first liens on one- to four-family residential properties

       

      CWMBS,
        Inc., as
        Depositor

       

      Principal
        in respect of this Certificate
        is distributable monthly as set forth herein.  Accordingly, the
        Certificate Balance at any time may be less than the Certificate Balance
        as set
        forth herein.  This Certificate does not evidence an obligation of, or
        an interest in, and is not guaranteed by the Depositor, the Sellers, the Master
        Servicer or the
        Trustee referred to below or any of their respective
        affiliates.  Neither this Certificate nor the Mortgage Loans are
        guaranteed or insured by any governmental agency or
        instrumentality.

       

      This
        certifies that                                 
        is the registered owner
        of
        the Percentage Interest evidenced by this Certificate (obtained by dividing
        the
        denomination of this Certificate by the aggregate Initial Certificate
Balanceof
        all Certificates of the Class to
        which this Certificate 

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

       

      belongs)
        in certain monthly
        distributions with respect to a Trust Fund consisting primarily of the Mortgage
        Loans deposited by CWMBS, Inc. (the “Depositor”).  The Trust Fund was
        created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
        Date specified above (the “Agreement”) among the Depositor, Countrywide Home
        Loans, Inc., as a
seller
        (“CHL”), Park
        Granada LLC, as a seller (“Park Granada”), Park Monaco Inc., as a seller (“Park
        Monaco”), and Park Sienna LLC, as a seller (“Park Sienna” and, together with
        CHL, Park Granada and Park Monaco, the “Sellers”), Countrywide Home Loans
        Servicing LP, as master servicer (the “Master Servicer”),and
        The Bank of New York, as trustee
        (the “Trustee”).  To the extent not defined herein, the capitalized
        terms used herein have the meanings assigned in the Agreement.  This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

      [No
        transfer of a Certificate of this
        Class 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 said
        Act
        and such laws.  In the event that a transfer is to be made in reliance
        upon an exemption from the Securities Act and such laws, in order to assure
        compliance with the Securities Act and such laws, the Certificateholder desiring
        to effect such transfer and such Certificateholder’s prospective transferee
        shall each certify to the Trustee in writing the facts surrounding the
        transfer.  In the event that such a transfer is to be made within
        three years from the date of the initial issuance of Certificates pursuant
        hereto, there shall also be delivered (except in the case of a transfer pursuant
        to Rule 144A of the Securities Act) to the Trustee an Opinion of Counsel
        that
        such transfer may be made pursuant to an exemption from the Securities Act
        and
        such state securities laws, which Opinion of Counsel shall not be obtained
        at
        the expense of the Trustee, the Sellers, the Master
        Servicer or the
        Depositor.  The Holder hereof desiring to effect such transfer shall,
        and does hereby agree to, indemnify the Trustee and the Depositor 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 a Certificate of this
        Class shall be made unless the Trustee shall have received either (i) a
        representation letterfrom
        the transferee of such Certificate,
        acceptable to and in form and substance satisfactory to the Trustee, to the
        effect that such transferee is not an employee benefit plan 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 or investing plan assets
        of any such benefit plan
        or arrangement,
        which representation letter shall not be an expense of the Trustee, the Master
        Servicer or the Trust Fund, (ii) if such certificate has been the subject
        of an
        ERISA-Qualifying Underwriting and the transferee is an insurance company,
        a
        representation that the transferee 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
        reliefunder Sections I and
        III of PTCE 95-60, or (iii) in the case of any such Certificate presented
        for
        registration in the name of an employee benefit plan subject to ERISA or
        a plan
        or arrangement subject to Section 4975 of the Code (or comparable provisions
        

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

       

      of
        any subsequent enactments), a trustee
        of any such benefit plan or arrangement or any other person acting on behalf
        of
        any such benefit plan or arrangement, an Opinion of Counsel satisfactory
        to the
        Trustee to the effect that the purchase and holding of such Certificate will
        not
        result in a prohibited transaction under Section 406 of ERISA or Section
        4975 of
        the Code, and will not subject the Trustee or the Master Servicer to any
        obligation in addition to those undertaken in the Agreement, which Opinion
        of
        Counsel shall not be an expense of the Trustee, the Master Servicer or the
        Trust
        Fund. Notwithstanding
        anything else to the contrary herein, any purported transfer of a Certificate
        of
        this Class to or on behalf of an employee benefit plan subject to ERISA or
        a
        plan or arrangement subject to Section 4975 of the Code without the opinion
        of
        counsel satisfactory to the Trustee as described above shall be void and
        of no
        effect.]

       

      Reference
        is hereby made to the further
        provisions of this Certificate set forth on the reverse hereof, which further
        provisions shall for all purposes have the same effect as if set forth at
        this
        place.

       

      This
        Certificate shall not be entitled
        to any benefit under the Agreement or be valid for any purpose unless manually
        countersigned by an authorized signatory of the Trustee.

       

      *           *          *

       

       

       

       

       

       

       

      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the Trustee has
        caused this Certificate to be duly executed.

       

      Dated:  ____________,
        20__

       

      THE
        BANK OF NEW YORK,

      as
        Trustee

       

      By
        ______________________

       

      Countersigned:

       

      By                                                        
        

      Authorized
        Signatory of

      THE
        BANK OF NEW YORK,

      as
        Trustee

       

       

      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C-1

       

      [FORM
        OF RESIDUAL
        CERTIFICATE]

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX
        PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE
        INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
        AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).

       

      NEITHER
        THIS CERTIFICATE NOR ANY
        INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS
        TO
        THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE
        AGREEMENT REFERRED TO HEREIN.

       

      NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
        TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO
        THE
        EFFECT THAT (i) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
        THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN OR
        ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE, OR A PERSON ACTING ON BEHALF
        OF
        OR INVESTING THE ASSETS OF SUCH A BENEFIT PLAN OR ARRANGEMENT TO EFFECT THE
        TRANSFER, OR (ii) IF SUCH
        CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND
        THE
TRANSFEREE IS AN INSURANCE
        COMPANY, A REPRESENTATION THAT THE TRANSFEREE 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
        (“PTCE”) 95-60, AND THE PURCHASE AND HOLDING OF THE CERTIFICATE SATISFY THE
        REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60,
        OR
(B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
        AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO THE
        CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
        OF
        AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT
        TO
        SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE
        TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.

       

      [THIS
        CERTIFICATE REPRESENTS THE “TAX
        MATTERS PERSON RESIDUAL INTEREST” ISSUED UNDER THE POOLING AND SERVICING
        AGREEMENT REFERRED TO BELOW AND MAY NOT BE TRANSFERRED TO ANY PERSON EXCEPT
        IN
        CONNECTION WITH THE ASSUMPTION BY THE TRANSFEREE OF THE DUTIES OF THE SERVICER
        UNDER SUCH AGREEMENT.]

       

       

      
        
          
          

        

        
          C-1-1

          
            

          

        

        
          
          

        

      

      


       

      
        	
                Certificate
                  No.

                
                

              	
                :

                
                

              	 
	
                Cut-off  Date

                
                

              	
                :

                
                

              	 
	
                First
                  DistributionDate

                
                

              	
                :

                
                

              	 
	
                Initial
                  Certificate
                  Balance

              	 	 
	
                of
                  this
                  Certificate

              	 	 
	
                (“Denomination”)

                
                

              	
                :

                
                

              	
                $

                
                

              
	
                Initial
                  Certificate Balance

              	 	 
	
                of
                  all Certificates
                  of

              	 	 
	
                this
                  Class

                
                

              	
                :

                
                

              	
                $

                
                

              
	
                CUSIP

                
                

              	
                :

                
                

              	 
	
                Interest
                  Rate

                
                

              	
                :

                
                

              	 
	
                Maturity
                  Date

                
                

              	
                :

                
                

              	 


      

       

      CWMBS,
        INC.

      Mortgage
        Pass-Through Certificates,
        Series 200____-____

       

      Class
        A-R

       

      evidencing
        the distributions allocable
        to the Class A-R Certificates with respect to a Trust Fund consisting primarily
        of a pool of conventionalmortgageloans
        (the “Mortgage Loans”) secured by
        first liens on one- to four-family residential properties

       

      CWMBS,
        Inc., as
        Depositor

       

      Principal
        in respect of this Certificate
        is distributable monthly as set forth herein.  Accordingly, the
        Certificate Balance at any time may be less than the Certificate Balance
        as set
        forth herein.  This Certificate does not evidence an obligation of, or
        an interest in, and is not guaranteed by the Depositor, the Sellers, the Master
        Servicer or the
        Trustee referred to below or any of their respective
        affiliates.  Neither this Certificate nor the Mortgage Loans are
        guaranteed or insured by any governmental agency or
        instrumentality.

       

      This
        certifies that                    is
        the registered owner of the
        Percentage Interest (obtained by dividing the Denomination of this Certificate
        by the aggregate Initial Certificate Balanceof
        all Certificates of the Class to
        which this Certificate belongs) in certain monthly distributions with respect
        to
        a Trust Fund consisting of the Mortgage Loans deposited by CWMBS, Inc. (the
        

       

      
        
          
          

        

        
          C-1-2

          
            

          

        

        
          
          

        

      

       

      “Depositor”).  The
        Trust Fund
        was created pursuant to a Pooling and Servicing Agreement dated as of the
        Cut-off Date specified above (the “Agreement”) among the Depositor, Countrywide
        Home Loans, Inc., as a
seller
        (“CHL”), Park
        Granada LLC, as a seller (“Park Granada”), Park Monaco Inc., as a seller (“Park
        Monaco”), and Park Sienna LLC, as a seller (“Park Sienna” and, together with
        CHL, Park Granada and Park Monaco, the “Sellers”), Countrywide Home Loans
        Servicing LP, as master servicer (the “Master Servicer”),and
        The Bank of New York, as trustee
        (the “Trustee”).  To the extent not defined herein, the capitalized
        terms used herein have the meanings assigned in the Agreement.  This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

      Any
        distribution of the proceeds of any
        remaining assets of the Trust Fund will be made only upon presentment and
        surrender of this Class A-R Certificate at the Corporate Trust Office or
        the
        office or agency maintained by the Trustee in New York,
New
        York.

       

      No
        transfer of a Class A-R Certificate
        shall be made unless the Trustee shall have received either (i) a representation
        letter from the transferee of such Certificate, acceptable to and in form
        and
        substance satisfactory to the Trustee, to the effect that such transferee
        is not
        an employee benefit plan 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
        or investing plan assets of any such benefit plan or arrangement, which
        representation letter shall not be an expense of the Trustee, the Master
        Servicer or the Trust Fund, (ii) if such certificate has been the subject
        of an
        ERISA-Qualifying Underwriting and the transferee is an insurance company,
        a
        representation that the transferee 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 (iii) in the
        case of
        any such Certificate presented for registration in the name of an employee
        benefit plan subject to ERISA or a plan or arrangement subject to Section
        4975
        of the Code (or comparable provisions of any subsequent enactments), a trustee
        of any such benefit plan or arrangement or any other person acting on behalf
        of
        any such benefit plan or arrangement, an Opinion of Counsel satisfactory
        to the
        Trustee to the effect that the purchase and holding of such Certificate will
        not
        result in a prohibited transaction under Section 406 of ERISA or Section
        4975 of
        the Code, and will not subject the Trustee or the Master Servicer to any
        obligation in addition to those undertaken in the Agreement, which Opinion
        of
        Counsel shall not be an expense of the Trustee, the Master Servicer or the
        Trust
        Fund.  Notwithstanding anything else to the contrary herein, any
        purported transfer of a Class A-R Certificate to or on behalf of an employee
        benefit plan subject to ERISA or a plan or arrangement subject to Section
        4975
        of the Code without the opinion of counsel satisfactory to the Trustee as
        described above shall be void and of no effect.

       

      Each
        Holder of this Class A-R
        Certificate will be deemed to have agreed to be bound by the restrictions
        of the
        Agreement, including but not limited to the restrictions that (i) each person
        holding or acquiring any Ownership Interest in this Class A-R Certificate
        must
        be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R
        Certificate may be transferred without 

       

      
        
          
          

        

        
          C-1-3

          
            

          

        

        
          
          

        

      

       

      delivery
        to the Trustee of (a) a
        transfer affidavit of the proposed transferee and (b) a transfer certificate
        of
        the transferor, each of such documents to be in the form described in the
        Agreement, (iii) each person holding or acquiring any Ownership Interest
        in this
        Class A-R Certificate must agree to require a transfer affidavit and to deliver
        a transfer certificate to the Trustee as required pursuant to the Agreement,
        (iv) each person holding or acquiring an Ownership Interest in this Class
        A-R
        Certificate must agree not to transfer an Ownership Interest in this Class
        A-R
        Certificate if it has actual knowledge that the proposed transferee is not
        a
        Permitted Transferee and (v) any attempted or purported transfer of any
        Ownership Interest in this Class A-R Certificate in violation of such
        restrictions will be absolutely null and void and will vest no rights in
        the
        purported transferee.

       

      Reference
        is hereby made to the further
        provisions of this Certificate set forth on the reverse hereof, which further
        provisions shall for all purposes have the same effect as if set forth at
        this
        place.

       

      This
        Certificate shall not be entitled
        to any benefit under the Agreement or be valid for any purpose unless manually
        countersigned by an authorized signatory of the Trustee.

       

      *         *        *

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          C-1-4

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Trustee has
        caused this Certificate to be duly executed.

       

      Dated:  ____________,
        20__

       

      THE
        BANK OF NEW YORK,

      as
        Trustee

       

      By
        ______________________

       

      Countersigned:

       

      By
        ___________________________

      Authorized
        Signatory
        of

      THE
        BANK OF NEW YORK,

                 
        as Trustee

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          C-1-5

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C-2

       

      [RESERVED]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          C-2-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C-3

       

      [RESERVED]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          C-3-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        C-4

       

      [RESERVED]

       

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          C-4-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        D

       

      [FORM
        OF NOTIONAL AMOUNT
        CERTIFICATE]

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY
        AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
        CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
        REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
        OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
        TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
        INTEREST HEREIN.

       

      THIS
        CERTIFICATE HAS NO PRINCIPAL
        BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTION IN RESPECT OF
        PRINCIPAL.

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX
        PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
        INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
        AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).

       

      [UNTIL
        THIS CERTIFICATE HAS BEEN THE
        SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, NEITHER THIS CERTIFICATE NOR
        ANY
        INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE
        TRUSTEE
        EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS
        NOT,
        AND IS NOT INVESTING ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECTTO
        THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO
        SECTION 4975 OF THE CODE, OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH
        THE
        PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.  SUCH REPRESENTATION
        SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE’S ACCEPTANCE
        OF A CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL OWNER’S ACCEPTANCE OF ITS
        INTEREST IN A CERTIFICATE OF THIS CLASS. NOTWITHSTANDING ANYTHING ELSE TO
        THE
        CONTRARY HEREIN, UNTIL THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN
        ERISA-QUALIFYING UNDERWRITING, ANY PURPORTED TRANSFER OF THIS CERTIFICATE
        TO, OR A PERSON INVESTING ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECT TO
        ERISA
        OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE
        OPINION
        OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND
        OF
        NO EFFECT.]

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                Certificate
                  No.

                
                

              	
                :

                
                

              	 
	
                Cut-off
                  Date

                
                

              	
                :

                
                

              	 
	
                First
                  Distribution
                  Date

                
                

              	
                :

                
                

              	 
	
                Initial
                  Notional
                  Amount

              	 	 
	
                of
                  this
                  Certificate

              	 	 
	
                (“Denomination”)

                
                

              	
                :


                
                

              	
                $

                
                

              
	
                Initial
                  Notional
                  Amount

              	 	 
	
                of
                  all
                  Certificates

              	 	 
	
                of
                  this Class

                
                

              	
                :


                
                

              	
                $

                
                

              
	
                CUSIP

                
                

              	
                :

                
                

              	 
	
                Interest
                  Rate

                
                

              	
                :

                
                

              	
                Interest
                  Only

                
                

              
	
                Maturity
                  Date

                
                

              	
                :

                
                

              	 


      

       

       

      CWMBS,
        INC.

      Mortgage
        Pass-Through Certificates,
        Series 200____-____

      Class
        [  ]

       

      evidencing
        a percentage interest in the
        distributions allocable to the Certificates of the above-referenced Class
        with
        respect to a Trust Fund consisting primarily of a pool of
        conventionalmortgageloans
        (the “Mortgage Loans”) secured by
        first liens on one- to four-family residential properties

       

      CWMBS,
        Inc., as
        Depositor

       

      The
        Notional Amount of this certificate
        at any time, may be less than the Notional Amount as set forth
        herein.  This
        Certificate does not evidence an obligation of, or an interest in, and is
        not
        guaranteed by the Depositor, the Sellers, the Master
        Servicer or the
        Trustee referred to below or any of their respective
        affiliates.  Neither this Certificate nor the Mortgage Loans are
        guaranteed or insured by any governmental agency or
        instrumentality.

       

      This
        certifies that                                 is
        the registered owner of the
        Percentage Interest evidenced by this Certificate (obtained by dividing
        the denomination
        of this Certificate by the aggregate Initial Notional Amount of all Certificates
        of the Class to which this Certificate belongs)in certain monthly
        distributions with
        respect to a Trust Fund consisting primarily of the Mortgage Loans deposited
        by
        CWMBS, Inc. (the “Depositor”).  The Trust Fund was created


       

      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

       

      pursuant
        to a Pooling and Servicing
        Agreement dated as of the
Cut-off
        Date specified
        above (the “Agreement”) among the Depositor, Countrywide Home Loans, Inc., as
a seller
        (“CHL”), Park Granada LLC, as a
        seller (“Park Granada”), Park Monaco Inc., as a seller (“Park Monaco”), and Park
        Sienna LLC, as a seller (“Park Sienna” and, together with CHL, Park Granada and
        Park Monaco, the “Sellers”), Countrywide Home Loans Servicing LP, as master
        servicer (the “Master Servicer”),and
        The Bank of New York, as trustee
        (the “Trustee”).  To the extent not defined herein, the capitalized
        terms used herein have the meanings assigned in the Agreement.  This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

      [Until
        this certificate has been the
        subject of an ERISA-Qualifying Underwriting, no transfer of a Certificate
        of
        this Class shall be made unless the Trustee shall have received either (i)
        a
        representation letter from the transferee of such Certificate, acceptable
        to and
        in form and substance satisfactory to the Trustee, to the effect that such
        transferee is not an employee benefit plan 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 or investing plan assets of any such benefit plan or arrangement,
        which representation letter shall not be an expense of the Trustee, the Master
        Servicer or the Trust Fund, or (ii) in the case of any such Certificate
        presented for registration in the name of an employee benefit plan subject
        to
        ERISA or a plan or arrangement subject to Section 4975 of the Code (or
        comparable provisions of any subsequent enactments), a trustee of any such
        benefit plan or arrangement or any other person acting on behalf of any such
        benefit plan or arrangement, an Opinion of Counsel satisfactory to the Trustee
        to the effect that the purchase and holding of such Certificate will not
        result
        in a non-exempt prohibited transaction under Section 406 of ERISA or Section
        4975 of the Code, and will not subject the Trustee or the Master Servicer
        to any
        obligation in addition to those undertaken in the Agreement, which Opinion
        of
        Counsel shall not be an expense of the Trustee, the Master Servicer or the
        Trust
        Fund.  When the transferee delivers the Opinion of Counsel described
        above, such representation shall be deemed to have been made to the Trustee
        by
        the Transferee’s acceptance of a Certificate of this Class and by a beneficial
        owner’s acceptance of its interest in a Certificate of this
        Class.  Notwithstanding anything else to the contrary herein, until
        such certificate has been the subject of an ERISA-Qualifying Underwriting,
        any
        purported transfer of a Certificate of this Class to, or a person investing
        assets of, an employee benefit plan subject to ERISA or a plan or arrangement
        subject to Section 4975 of the Code without the opinion of counsel satisfactory
        to the Trustee as described above shall be void and of no
        effect.]

       

      Reference
        is hereby made to the further
        provisions of this Certificate set forth on the reverse hereof, which further
        provisions shall for all purposes have the same effect as if set forth at
        this
        place.

       

      This
        Certificate shall not be entitled
        to any benefit under the Agreement or be valid for any purpose unless manually
        countersigned by an authorized signatory of the Trustee.

       

      *       *       *

       

      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the Trustee has
        caused this Certificate to be duly executed.

       

      Dated:  ____________,
        20__

       

      THE
        BANK OF NEW YORK,

      as
        Trustee

       

      By                                              
        

       

      Countersigned:

       

      By                                                            
        

      Authorized
        Signatory of

      THE
        BANK OF NEW YORK,

      as
        Trustee

       

      
        
          
          

        

        
          D-4

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        E

       

      [FORM
        OF] REVERSE OF
        CERTIFICATES

       

      CWMBS,
        INC.

      Mortgage
        Pass-Through
        Certificates

       

      This
        Certificate is one of a duly
        authorized issue of Certificates designated as CWMBS, Inc. Mortgage Pass-Through
        Certificates, of the Series specified on the face hereof (herein collectively
        called the “Certificates”), and representing a beneficial ownership interest in
        the Trust Fund created by the Agreement.

       

      The
        Certificateholder, by its acceptance
        of this Certificate, agrees that it will look solely to the funds on deposit
        in
        the Distribution Account for payment hereunder and that the Trustee is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to
        summarize the Agreement and reference is made to the Agreement for the
        interests, rights and limitations of rights, benefits, obligations and duties
        evidenced thereby, and the rights, duties and immunities of the
        Trustee.

       

      Pursuant
        to the terms of the Agreement,
        a distribution will be made on the 25th day of each month or, if such
day is not a Business
        Day,
        the Business Day immediately following (the “Distribution Date”), commencing on
        the first Distribution Date specified on the face hereof, to the Person in
        whose
        name this Certificate is registered at the close of business on the applicable
        Record Date in an amount equal to the product of the Percentage Interest
        evidenced by this Certificate and the amount required to be distributed to
        Holders of Certificates of the Class to which this Certificate belongs on
        such
        Distribution Date pursuant to the Agreement.  The Record Date
        applicable to each Distribution Date is the last Business Day of the month
        next
        preceding the month of such Distribution Date.

       

      Distributions
        on this Certificate shall
        be made by wire transfer of immediately available funds to the account of
        the
        Holder hereof at a bank or other entity having appropriate facilities therefor,
        if such Certificateholder shall have so notified the Trustee in writing at
        least
        five Business Days prior to the related Record Date and such Certificateholder
        shall satisfy the conditions to receive such form of payment set forth in
        the
        Agreement, or, if not, by check mailed by first class mail to the address
        of
        such Certificateholder appearing in the Certificate Register.  The
        final distribution on each Certificate will be made in like manner, but only
        upon presentment and surrender of such Certificate at the Corporate Trust
        Office
        or such other location specified in the notice to Certificateholders of such
        final distribution.

       

      The
        Agreement permits, with certain
        exceptions therein provided, the amendment thereof and the modification of
        the
        rights and obligations of the Trustee and the rights of the Certificateholders
        under the Agreement at any time by the Depositor, the Master Servicer and
        the


       

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

       

       

      Trustee
        with the consent of the Holders
        of Certificates affected by such amendment evidencing the requisite Percentage
        Interest, as provided in the Agreement.  Any such consent by the
        Holder of this Certificate shall be conclusive and binding on such Holder
        and
        upon all future Holders of this Certificate and of any Certificate issued
        upon
        the transfer hereof or in exchange therefor or in lieu hereof whether or
        not
        notation of such consent is made upon this Certificate.  The Agreement
        also permits the amendment thereof, in certain limited circumstances, without
        the consent of the Holders of any of the Certificates.

       

      As
        provided in the Agreement and subject
        to certain limitations therein set forth, the transfer of this Certificate
        is
        registrable in the Certificate Register of the Trustee upon surrender of
        this
        Certificate for registration of transfer at the Corporate Trust Office or
        the
        office or agency maintained by the Trustee in New York, New York, accompanied
        by
        a written instrument of transfer in form satisfactory to the Trustee and
        the
        Certificate Registrar duly executed by the holder hereof or such holder’s
        attorney duly authorized in writing, and thereupon one or more new Certificates
        of the same Class in authorized denominations and evidencing the same aggregate
        Percentage Interest in the Trust Fund will be issued to the designated
        transferee or transferees.

       

      The
        Certificates are issuable only as
        registered Certificates without coupons in denominations specified in the
        Agreement.  As provided in the Agreement and subject to certain
        limitations therein set forth, Certificates are exchangeable for new
        Certificates of the same Class in authorized denominations and evidencing
        the
        same aggregate Percentage Interest, as requested by the Holder surrendering
        the
        same.

       

      No
        service charge will be made for any
        such registration of transfer or exchange, but the Trustee may require payment
        of a sum sufficient to cover any tax or other governmental charge payable
        in
        connection therewith.

       

      The
        Depositor, the Master Servicer, the
Sellersand
        the Trustee and any agent of the
        Depositor or the Trustee may treat the Person in whose name this Certificate
        is
        registered as the owner hereof for all purposes, and neither the Depositor,
        the
        Trustee, nor any such agent shall be affected by any notice to the
        contrary.

       

      On
        any Distribution Date on which the
        Pool Stated Principal Balance is less than or equal to 10%
        of the Cut-off Date Pool Principal
        Balance, the Master Servicer will have the option, subject to the limitations
        set forth in the Agreement, to repurchase, in whole, from the Trust Fund
        all
        remaining Mortgage Loans and all property acquired in respect of the Mortgage
        Loans at a purchase price determined as provided in the Agreement.  In
        the event that no such optional termination occurs, the obligations and
        responsibilities created by the Agreement will terminate upon the later of
        the
        maturity or other liquidation (or any advance with respect thereto) of the
        last
        Mortgage Loan remaining in the Trust Fund or the disposition of all property
        in
        respect thereof and the distribution to Certificateholders of all amounts
        required to be distributed pursuant to the Agreement.  In no event,
        however, will the trust created by the Agreement continue beyond the


       

      
        
          
          

        

        
          E-2

          
            

          

        

        
          
          

        

      

       

       

      expiration
        of 21 years from the death of
        the last survivor of the descendants living at the date of the Agreement
        of a
        certain person named in the Agreement.

       

      Any
        term used herein that is defined in
        the Agreement shall have the meaning assigned in the Agreement, and nothing
        herein shall be deemed inconsistent with that meaning.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          E-3

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT

       

      FOR
        VALUE RECEIVED, the undersigned
        hereby sell(s), assign(s) and transfer(s) unto
        ______________________________________________

      __________________________________________________________________________________________________

      __________________________________________________________________________________________________

      (Please
        print or typewrite name and
        address including postal zip code of assignee)

       

      the
        Percentage Interest evidenced by the
        within Certificate and hereby authorizes the transfer of registration of
        such
        Percentage Interest to assignee on the Certificate Register of the Trust
        Fund.

       

      I
        (We) further direct the Trustee to
        issue a new Certificate of a like denomination and Class, to the above named
        assignee and deliver such Certificate to the following
        address:

       

                                                                                                                           

       

      Dated:

       

                                                                            
        


      Signature
        by or on behalf of
        assignor

       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the
        following for purposes of distribution:

       

      Distributions
        shall be made, by wire
        transfer or otherwise, in immediately available funds to,
        ___________________________________

      ________________________________________________________________________________________________________________
________________________________________________________________________________________________________________,

      for
        the account of 
__________________________________________________________________________________________________,

      account
        number ________________________,
        or, if mailed by check,
        to ________________________________________________________.

      Applicable
        statements should be mailed
        to ________________________________________________________________________________,

      ___________________________________________________________________________________________________
_________________________________________________________________________________________________________________.

       

      This
        information is provided
        by __________________________________________________________________________________,

      the
        assignee named above,
        or ___________________________________________________________________________________________,

      as
        its agent.

       

       

      
        
          
          

        

        
          E-4

          
            

          

        

        
          
          

        

      

       

      


      
        	
                STATE
                  OF

              	
                )

              
	 	
                )  ss.:

              
	
                COUNTY
                  OF

              	
                )

              


      

       

      On
        the _____day of ___________________,
        20__ before me, a notary public in and for said State, personally appeared
        _____________________________________,
        known to me who, being by me duly
        sworn, did depose and say that he executed the foregoing
        instrument.

       

      
      

      
        	 	 	 
	 	 	
                Notary
                  Public

              


      

                                                                            
        


       

       

      [Notarial
        Seal]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          E-5

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        F-1

       

      [FORM
        OF] INITIAL CERTIFICATION OF
        TRUSTEE

      (INITIAL
        MORTGAGE
        LOANS)

       

      [date]

       

      [Depositor]

       

      [Master
        Servicer]

       

      [Countrywide]

       

      ________________

      ________________

      


      


       

      
        	
                 

              	
                Re:

              	
                Pooling
                  and Servicing Agreement among CWMBS, Inc., as Depositor, Countrywide
                  Home
                  Loans, Inc. (“Countrywide”), as a Seller, Park Granada LLC, 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
                  Pass-Through
                  Certificates, Series 200_-_

              


      

       

      Gentlemen:

       

      In
        accordance with Section 2.02 of the
        above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”), the undersigned, as Trustee, hereby certifies that, as to each
Initial Mortgage
        Loan listed in the Mortgage
        Loan Schedule (other than any Initial Mortgage
        Loan paid in full or listed on
        the attached schedule) it has received:

       

      (i)  (a)
        the original Mortgage
        Note endorsed in the following form:  “Pay to the order of __________,
        without recourse” or (b) with respect to any Lost Mortgage Note, a lost note
        affidavit from Countrywidestating
        that the original Mortgage Note
        was lost or destroyed; and

       

      (ii)  a
        duly executed
        assignment of the Mortgage (which may be included in a blanket assignment
        or
        assignments).

       

      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.  

       

       

      
        
          
          

        

        
          F-1-1

          
            

          

        

        
          
          

        

      

       

       

       

      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 identified on the
        Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
        or suitability of any such Initial Mortgage
        Loan.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          F-1-2

          
            

          

        

        
          
          

        

      

       

      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 	 
	 	 	 	 


        

      

       

       

      
        
          
          

        

        
          F-1-3

          
            

          

        

        
          
          

        

      

      
      

      EXHIBIT
        F-2

       

      [FORM
        OF] INITIAL CERTIFICATION OF
        TRUSTEE

      (SUPPLEMENTAL
        MORTGAGE
        LOANS)

       

      


       

      [date]

       

      [Depositor]

       

      [Master
        Servicer]

       

      [Countrywide]

       

      ________________

      ________________

      


       

      
        	
                 

              	
                Re:

              	
                Pooling
                  and Servicing Agreement
                  among CWMBS, Inc., as Depositor, Countrywide Home Loans, Inc.,
                  as a
                  Seller, Park Granada LLC, 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 Pass-Through Certificates,
                  Series 20__-__ and the Supplemental Transfer Agreement dated as
                  of [month] ____, 200_ among
                  CWMBS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
                  Park
                  Granada LLC, as a Seller, Park Monaco Inc.,
                  as a Seller,
                  Park Sienna LLC, as a Seller, and The Bank of New York, as Trustee
                  

              


      

       

      Gentlemen:

       

      In
        accordance with Section 2.02 of the
        above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”) and the Supplemental Transfer Agreement, dated as of [month] ____,
        200_, the undersigned, as Trustee, hereby certifies that, as to each
        Supplemental Mortgage Loan listed in the Mortgage Loan Schedule (other than
        any
        Supplemental Mortgage Loan paid in full or listed on the attached schedule)
        it
        has received:

       

      (i)  (a)
        the original Mortgage
        Note endorsed in the following form:  “Pay to the order of __________,
        without recourse” or (b) with respect to any Lost Mortgage Note, a lost note
        affidavit from the Seller stating that the original Mortgage Note was lost
        or
        destroyed; and

       

      (ii)  a
        duly executed
        assignment of the Mortgage (which may be included in a blanket assignment
        or
        assignments).

       

      
        
          
          

        

        
          F-2-1

          
            

          

        

        
          
          

        

      

      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 Supplemental  Mortgage Loans
        identified on the Mortgage Loan Schedule, or (ii) the collectability,
        insurability, effectiveness or suitability of any such Supplemental Mortgage
        Loan.

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          F-2-2

          
            

          

        

        
          
          

        

      

       

      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 	 
	 	 	 	 


          

        

         

         

        
          
            
            

          

          
            F-2-3

            
              

            

          

          
            
            

          

        

         

      

      EXHIBIT
        G-1

       

      [FORM
        OF] DELAY DELIVERY
        CERTIFICATION

      (INITIAL
        MORTGAGE
        LOANS)

       

      [date]

       

      [Depositor]

       

      [Master
        Servicer]

       

      [Countrywide]

       

      _____________________

       

      _____________________

       

      
        	
                 

              	
                Re:

              	
                Pooling
                  and Servicing Agreement among CWMBS, Inc., as Depositor, Countrywide
                  Home
                  Loans, Inc. (“Countrywide”), as a Seller, Park Granada LLC, 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
                  Pass-Through
                  Certificates, Series 200_-_

              


      

      


      Gentlemen:

       

      Reference
        is made to the Initial
        Certification of Trustee relating to the above-referenced series, with the
        schedule of exceptions attached thereto (the “Schedule A”), delivered by the
        undersigned, as Trustee, on the Closing Date in accordance with Section 2.02
        of
        the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”).  The undersigned hereby certifies that, as to each Delay
        Delivery Initial
Mortgage
        Loan listed on
        Schedule A attached hereto (other than any Initial Mortgage
        Loan paid in full or listed on
        Schedule B attached hereto) it has received:

       

      
        	
                 

              	
                (i)

              	
                the
                  original Mortgage Note,
                  endorsed by Countrywideor
                  the originator of such Mortgage
                  Loan, without recourse 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
                  Countrywide,
                  or, if the original Mortgage
                  Note has been lost or destroyed and not replaced, an original lost
                  note
                  affidavit from Countrywide,
                  stating that the original
                  Mortgage Note was lost or destroyed, together with a copy of the
                  related
                  Mortgage Note;

              


      

       

      
        	
                 

              	
                (ii)

              	
                in
                  the case of each Initial Mortgage
                  Loan that is not a MERS
                  Mortgage Loan, the original recorded Mortgage, [and in the case
                  of
                  eachInitialMortgage
                  Loan that is a MERS
                  Mortgage Loan, the original Mortgage, noting thereon the presence
                  of
                  

              


      

       

      
        
          
          

        

        
          G-1-1

          
            

          

        

        
          
          

        

      

       

      the
        MIN of the Initial Mortgage
        Loan and language indicating
        that the Initial
Mortgage
        Loan is a MOM Loan
        if theInitialMortgage
        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 eachInitialMortgage
                  Loan that is not a MERS
                  Mortgage Loan, a duly executed assignment of the Mortgage to “The Bank of
                  New York, as trustee under the Pooling and Servicing Agreement
                  dated as of
                  [month] 1, 200__,without
                  recourse”, or, in the case
                  of eachInitialMortgage
                  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, with evidence of recording thereon if recordation thereof
                  is
                  permissible under applicable law;
                  and

              


      

       

      
        	
                 

              	
                (vi)

              	
                the
                  original or duplicate original
                  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
        Mortgage Loan that is not a MERS Mortgage Loan Countrywidecannot
        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
Countrywide,
        the applicable title company, escrow
        agent or attorney, or the originator of such Initial 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, and (ii) the
        information set forth in items (i), (iv), (v), (vi), (viii), (xi) and (xiv)
        of
        the definition of the “Mortgage Loan Schedule” in Article Iof
        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 above-referenced Pooling and 

       

      
        
          
          

        

        
          G-1-2

          
            

          

        

        
          
          

        

      

       

       

      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 theInitialMortgage
        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-1-3

          
            

          

        

        
          
          

        

      

       

      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-1-4

            
              

            

          

          
            
            

          

        

      

      
      

      EXHIBIT
        G-2

       

      [FORM
        OF] DELAY DELIVERY
        CERTIFICATION

      (SUPPLEMENTAL
        MORTGAGE
        LOANS)

       

      [date]

       

      [Depositor]

       

      [Master
        Servicer]

       

      [Countrywide]

      
        
        

      

      


      
        	
                 

              	
                Re:

              	
                Pooling
                  and Servicing Agreement
                  among CWMBS, Inc., as Depositor, Countrywide Home Loans, Inc.,
                  as a
                  Seller, Park Granada LLC, 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 Pass-Through Certificates,
                  Series 20__-__ and the Supplemental Transfer Agreement dated as
                  of [month] ____, 200_ among
                  CWMBS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
                  Park
                  Granada LLC, as a Seller, Park Monaco Inc.,
                  as a Seller,
                  Park Sienna LLC, as a Seller, and The Bank of New York, as
                  Trustee

              	
              


      

       

      Gentlemen:

       

      Reference
        is made to the Initial
        Certification of Trustee relating to the above-referenced series, with the
        schedule of exceptions attached thereto (the “Schedule A”), delivered by the
        undersigned, as Trustee, on [month] __, 200_ (such date being the related
        “Supplemental Transfer Date” in accordance with Section 2.02 of the
        above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”).  The undersigned hereby certifies that, as to each Delay
        Delivery Supplemental Mortgage Loan listed on Schedule A attached hereto
        (other
        than any Supplemental Mortgage Loan paid in full or listed on Schedule B
        attached hereto) it has received:

       

      
        	
                 

              	
                (i)

              	
                the
                  original Mortgage Note,
                  endorsed by the Seller or the originator of such Mortgage Loan,
                  without
                  recourse 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
                  Seller,
                  or, if the 

              


      

       

       

      
        
          
          

        

        
          G-2-1

          
            

          

        

        
          
          

        

      

       

      original
        Mortgage Note has been lost or destroyed and
        not replaced, an original lost note affidavit from the Seller, stating that
        the
        original Mortgage Note was lost or destroyed, together with a copy of the
        related Mortgage Note; 

       

      
        	
                 

              	
                (ii)

              	
                in
                  the case of each Supplemental
                  Mortgage Loan that is not a MERS Mortgage Loan, the original recorded
                  Mortgage, [and in the case of each Supplemental Mortgage Loan that
                  is a
                  MERS Mortgage Loan, the original Mortgage, noting thereon the presence
                  of
                  the MIN of the Supplemental Mortgage Loan and language indicating
                  that the
                  Supplemental Mortgage Loan is a MOM Loan if the Supplemental 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 Supplemental
                  Mortgage Loan that is not a MERS Mortgage Loan, a duly executed
                  assignment
                  of the Mortgage to “The Bank of New York, as trustee under the Pooling and
                  Servicing Agreement dated as of [month] 1, 200__, without recourse”, or,
                  in the case of each Supplemental 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, with evidence of recording thereon if recordation thereof
                  is
                  permissible under applicable law;
                  and

              


      

       

      
        	
                 

              	
                (vi)

              	
                the
                  original or duplicate original
                  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
        Mortgage Loan that is not a MERS Mortgage Loan the 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 Seller, the applicable title company, escrow agent or attorney,
        or the originator of such Supplemental 

       

      
        
          
          

        

        
          G-2-2

          
            

          

        

        
          
          

        

      

       

       

      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 Supplemental Mortgage Loan, and (ii) the
        information set forth in items (i), (iv), (v), (vi), (viii), (xi) and (xiv)
        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 above-referenced 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 Supplemental 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

          
            

          

        

        
          
          

        

      

       

       

      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

            
              

            

          

          
            
            

          

        

         

      

      
      

      EXHIBIT
        H-1

       

      [FORM
        OF] FINAL CERTIFICATION OF
        TRUSTEE

       

      (INITIAL
        MORTGAGE
        LOANS)

       

      [date]

       

      [Depositor]

       

      [Master
        Servicer]

       

      
        [Countrywide]

      

       

      _________________

      _________________

       

      
        	
                 

              	
                Re:

              	
                Pooling
                  and Servicing Agreement among CWMBS, Inc., as Depositor, Countrywide
                  Home
                  Loans, Inc. (“Countrywide”), as a Seller, Park Granada LLC, 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
                  Pass-Through
                  Certificates, Series 200_-_

              


      

       

      Gentlemen:

       

      In
        accordance with Section 2.02 of the
        above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”), the undersigned, as Trustee, hereby certifies that as to each
Initial Mortgage
        Loan listed in the Mortgage
        Loan Schedule (other than any Initial Mortgage
        Loan paid in full or listed on
        the attached Document Exception Report) it has received:

       

      
        	
                 

              	
                (i)

              	
                the
                  original Mortgage Note,
                  endorsed by Countrywideor
                  the originator of such Mortgage
                  Loan, without recourse 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
                  Countrywide,
                  or, if the original Mortgage
                  Note has been lost or destroyed and not replaced, an original lost
                  note
                  affidavit from Countrywide,
                  stating that the original
                  Mortgage Note was lost or destroyed, together with a copy of the
                  related
                  Mortgage Note;

              


      

       

      
        	
                 

              	
                (ii)

              	
                in
                  the case of each Initial Mortgage
                  Loan that is not a MERS
                  Mortgage Loan, the original recorded Mortgage, [and in the case
                  of
                  eachInitialMortgage
                  Loan that is
                  

              


      

       

       

      
        
          
          

        

        
          H-1-1

          
            

          

        

        
          
          

        

      

       

      a
        MERS Mortgage Loan, the original Mortgage, noting
        thereon the presence of the MIN of the Mortgage Loan and language indicating
        that the Mortgage Loan is 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];

       

      
        	
                 

              	
                (iii)

              	
                in
                  the case of each Initial Mortgage
                  Loan that is not a MERS
                  Mortgage Loan, a duly executed assignment of the Mortgage to “The Bank of
                  New York, as trustee under the Pooling and Servicing Agreement
                  dated as of
                  [month] 1, 200__,without
                  recourse”, or, in the case
                  of eachInitialMortgage
                  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
                  eachInitialMortgage
                  Loan that is a MERS
                  Mortgage Loan)];

              


      

       

      
        	
                 

              	
                (v)

              	
                the
                  original or copies of each
                  assumption, modification, written assurance or substitution agreement,
                  if
                  any, with evidence of recording thereon if recordation thereof
                  is
                  permissible under applicable law;
                  and

              


      

       

      
        	
                 

              	
                (vi)

              	
                the
                  original or duplicate original
                  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 that is not a MERS
        Mortgage Loan Countrywidecannot
        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
Countrywide,
        the applicable title company, escrow
        agent or attorney, or the originator of such Initial 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, and (ii) the
        information set forth in items (i), (iv), (v), (vi), (viii), (xi) and (xiv)
        of
        the definition of the 

       

      
        
          
          

        

        
          H-1-2

          
            

          

        

        
          
          

        

      

       

       

      “Mortgage
        Loan Schedule” in Article Iof
        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 above-referenced 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 identified on the
        [Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage
        Loan
        Schedule] or (ii) the collectibility, insurability, effectiveness or
        suitability of any suchInitialMortgage
        Loan.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          H-1-3

          
            

          

        

        
          
          

        

      

       

      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-1-4

            
              

            

          

          
            
            

          

        

         

         

      

      EXHIBIT
        H-2

       

      [FORM
        OF] FINAL CERTIFICATION OF
        TRUSTEE

      (SUPPLEMENTAL
        MORTGAGE
        LOANS)

       

      [date]

       

      [Depositor]

       

      [Master
        Servicer]

       

      [Countrywide]

       

      ____________________

      ____________________

       

       

      
        	
                 

              	
                Re:

              	
                Pooling
                  and Servicing Agreement
                  among CWMBS, Inc., as Depositor, Countrywide Home Loans, Inc.,
                  as a
                  Seller, Park Granada LLC, 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 Pass-Through Certificates,
                  Series 20__-__ and the Supplemental Transfer Agreement dated as
                  of [month] ____, 200_ among
                  CWMBS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
                  Park
                  Granada LLC, as a Seller, Park Monaco Inc.,
                  as a Seller,
                  Park Sienna LLC, as a Seller, and The Bank of New York, as
                  Trustee

              	
              


      

       

      Gentlemen:

       

      In
        accordance with Section 2.02 of the
        above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”), the undersigned, as Trustee, hereby certifies that as to each
        Supplemental Mortgage Loan listed in the Mortgage Loan Schedule (other than
        any
        Supplemental Mortgage Loan paid in full or listed on the attached Document
        Exception Report) it has received:

       

      
        	
                 

              	
                (i)

              	
                the
                  original Mortgage Note,
                  endorsed by the Seller or the originator of such Mortgage Loan,
                  without
                  recourse 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
                  Seller,
                  or, if the original Mortgage Note has been lost or destroyed and
                  not
                  replaced, an original 

              


      

       

       

      
        
          
          

        

        
          H-2-1

          
            

          

        

        
          
          

        

      

       

       

      lost
        note affidavit from the Seller, stating that the
        original Mortgage Note was lost or destroyed, together with a copy of the
        related Mortgage Note; 

       

      
        	
                 

              	
                (ii)

              	
                in
                  the case of each Supplemental
                  Mortgage Loan that is not a MERS Mortgage Loan, the original recorded
                  Mortgage, [and in the case of each Supplemental Mortgage Loan that
                  is a
                  MERS Mortgage Loan, the original Mortgage, noting thereon the presence
                  of
                  the MIN of the Mortgage Loan and language indicating that the Mortgage
                  Loan is 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];
                  

              


      

       

      
        	
                 

              	
                (iii)

              	
                in
                  the case of each Supplemental
                  Mortgage Loan that is not a MERS Mortgage Loan, a duly executed
                  assignment
                  of the Mortgage to “The Bank of New York, as trustee under the Pooling and
                  Servicing Agreement dated as of [month] 1, 200__, without recourse”, or,
                  in the case of each Supplemental 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 Supplemental Mortgage Loan that is a MERS Mortgage Loan)];
                  

              


      

       

      
        	
                 

              	
                (v)

              	
                the
                  original or copies of each
                  assumption, modification, written assurance or substitution agreement,
                  if
                  any, with evidence of recording thereon if recordation thereof
                  is
                  permissible under applicable law;
                  and

              


      

       

      
        	
                 

              	
                (vi)

              	
                the
                  original or duplicate original
                  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
        Supplemental Mortgage Loan that is not a MERS Mortgage Loan the 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 Seller, the applicable title company, escrow
        agent or attorney, or the originator of such Supplemental 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.

       

      
        
          
          

        

        
          H-2-2

          
            

          

        

        
          
          

        

      

       

      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 Supplemental Mortgage Loan, and (ii) the
        information set forth in items (i), (iv), (v), (vi), (viii), (xi) and (xiv)
        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 above-referenced 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 Supplemental 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
        Supplemental Mortgage Loan.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          H-2-3

          
            

          

        

        
          
          

        

      

       

      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-2-4

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
        I

       

      [FORM
        OF] TRANSFER
        AFFIDAVIT

       

      CWMBS,
        Inc.

      Mortgage
        Pass-Through
        Certificates

      Series
200_-_

       

      
        	
                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 _________ __,
        2___
        (the “Agreement”), by and among CWMBS, Inc., as depositor (the “Depositor”),
        Countrywide Home Loans, Inc. (the “Company”), asa Seller, Park Granada
        LLC, as
        aSeller, Park Monaco,
        Inc.,
        as a Seller, Park Sienna LLC, as a Seller (and together with the Company,
        Park
        Granada and Park Monaco, the “Sellers”), 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 

       

      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      

       

       

      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.)

       

      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) and,
        unless the Transferor (or any subsequent transferor) expressly waives such
        requirement, will not cause income from the Certificate to be attributable
        to a
        foreign permanent establishment or fixed base (within the meaning of an
        applicable income tax treaty) of the Transferee or another U.S.
        taxpayer.

      


      10.           
        The Transferee is aware that
        the
        Class A-R Certificates may be “noneconomic residual interests” within the
        meaning ofTreasury
        Regulation Section 1.860E-1(c) andthat 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 

       

      
        
          
          

        

        
          I-2

          
            

          

        

        
          
          

        

      

       

       

      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 Certificate
        to permit the Transferor to assess the financial capability of the Transferee
        to
        pay such taxes. The Transferee historically has paid its debts as they have
        come
        due and intends to pay its debts as they come due in the future.

      


      12.           
        Unless the Transferor (or any subsequent transferor) expressly waives such
        requirement, the Transferee (and any subsequent transferee) certifies (or
        will
        certify), respectively, that the transfer satisfies either the “Asset Test”
imposed by Treasury Regulation    § 1.860E-1(c)(5) or the
“Formula Test” imposed by Treasury Regulation § 1.860E-1(c)(7). 

      


      *           
        *           
*

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          I-3

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Transferee has
        caused this instrument to be executed on its behalf by its duly authorized
        officer, this_____ day of ___________, 2___.

       

       

      
        
          	 	PRINT
                  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-4

          
            

          

        

        
          
          

        

      

       

      WAIVER
        OF
        REQUIREMENT THAT TRANSFEREE CERTIFIES TRANSFER OF CERTIFICATE SATISFIES CERTAIN
        REGULATORY “SAFE HARBORS”

       

      The
        Transferor hereby waives the requirement that the Transferee certify that
        the
        transfer of the Certificate satisfies either the “Asset Test” imposed by
        Treasury Regulation          §
1.860E-1(c)(5) or the “Formula Test” imposed by Treasury Regulation §
1.860E-1(c)(7). 

       

      
         

        
          
            	 	
                    CWMBS,
                      INC.

                  	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	 	 
	 	Name 	 
	 	Title 	 
	 	 	 	 


          

        

         

      

       

       

       

       

      


       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          I-5

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        1 to

      EXHIBIT
        I

       

      Certain
        Definitions

       

      “Asset
        Test”: A transfer satisfies the
        Asset Test if: (i) At
        the time of
        the transfer, and at the close of each of the transferee's two fiscal years
        preceding the transferee's fiscal year of transfer, the transferee's gross
        assets for financial reporting purposes exceed $100 million and its net assets
        for financial reporting purposes exceed $10 million. The gross assets and
        net
        assets of a transferee do not include any obligation of any “related person” or
        any other asset if a principal purpose for holding or acquiring the other
        asset
        is to permit the transferee to satisfy such monetary conditions;(ii)
        The
        transferee must be an “eligible
        corporation” and must agree in writing that any subsequent transfer of the
        interest will be to another eligible corporation in a transaction that satisfies
        paragraphs 9 through 11 of this Transfer Affidavit and the Asset Test. A
        transfer fails to meet the Asset Test if the transferor knows, or has reason
        to
        know, that the transferee will not honor the restrictions on subsequent
        transfers of the Certificate; and
        (iii) A
        reasonable
        person would not conclude, based on the facts and circumstances known to
        the
        transferor on or before the date of the transfer, that the taxes associated
        with
        the Certificate will not be paid. The consideration given to the transferee
        to
        acquire the Certificate is only one factor to be considered, but the transferor
        will be deemed to know that the transferee cannot or will not pay if the
        amount
        of consideration is so low compared to the liabilities assumed that a reasonable
        person would conclude that the taxes associated with holding the Certificate
        will not be paid.  For purposes of applying the Asset Test, (i) an
“eligible
        corporation” means any
        domestic C corporation (as defined in section 1361(a)(2) of the Code) other
        than(A)
a
        corporation
        which is exempt from, or is not subject to, tax under section 11 of the Code,
        (B)
an
        entity
        described in section 851(a) or 856(a) of the Code, (C)
        A
        REMIC, or (D)
an
        organization
        to which part I of subchapter T of chapter 1 of subtitle A of the Code applies;
        (ii)
a
“related
        person” is any person that(A)
bears
        a
        relationship to the transferee enumerated in section 267(b) or 707(b)(1)
        of the
        Code, using “20 percent” instead of “50 percent” where it appears under the
        provisions, or (B)
is
        under common
        control (within the meaning of section 52(a) and (b)) with the transferee.
        

       

      “Formula
        Test”: A transfer satisfies the
        formula test if the present value of the anticipated tax liabilities associated
        with holding the Certificate does not exceed the sum of(i)
the
        present
        value of any consideration given to the transferee to acquire the Certificate;
        (ii)
the
        present
        value of the expected future distributions on the Certificate; and (iii)
        the
        present value of the anticipated tax
        savings associated with holding the Certificate as the issuing REMIC generates
        losses.  For
        purposes of
        applying the Formula Test: (i) The
        transferee
        is assumed to pay tax at a rate equal to the highest rate of tax specified
        in
        section 11(b)(1) of the Code. If the transferee has been subject to the
        alternative minimum tax under section 55 of the Code in the preceding two
        years
        and will compute its taxable income in the current taxable year using the
        alternative minimum tax rate, then the tax rate specified in section 55(b)(1)(B)
        of the Code may be used in lieu of the highest rate specified in section
        11(b)(1) of the Code; (ii)
The
        transfer
        must satisfy paragraph 9 of the Transfer Affidavit; and (iii)
        Present
        values are computed using a


       

      
        
          
          

        

        
          I-6

          
            

          

        

        
          
          

        

      

       

       

      discount
        rate equal to the Federal
        short-term rate prescribed by section 1274(d) of the Code for the month of
        the
        transfer and the compounding period used by the taxpayer.

       

      “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 under the Agreement 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.

       

      
        
          
          

        

        
          I-7

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        2 to

      EXHIBIT
        I

       

      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 

       

      
        
          
          

        

        
          I-8

          
            

          

        

        
          
          

        

      

       

       

      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 Depositor 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.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          I-9

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        J-1

       

      [FORM
        OF] TRANSFEROR
        CERTIFICATE

       

      (RESIDUAL)

       

      
      

      
        	 	 	 _____________________
	 	 	 Date


      

       

       

      CWMBS,
        Inc.

      4500
        Park Granada

      Calabasas,
California 91302

      Attention:    Josh
        Adler

       

      The
        Bank of New York

      101
        Barclay Street–4W

      New
        York, New
        York 10286

      


      
        
          	
                  Attention:

                	
                  Mortgage-Backed
                    Securities
                    Group

                


        

      

      Series
        200_-_

      
        	
              	
                Re:

              	
                CWMBS,
                  Inc. Mortgage Pass-Through
                  Certificates,

              


      

      Series
        200_-_,
        Class                                          

       

      Ladies
        and
        Gentlemen:

       

      In
        connection with our disposition of
        the above Certificates we certify that to the extent we are disposing of
        a Class
        A-R Certificate, we have no knowledge the Transferee is not a Permitted
        Transferee.

       

       

      
      

      
        	 	 	 Very
                truly
                yours,
	 	 	 
	 	 	 _________________________
	 	 	 Print
                Name of
                Transferor
	 	 	 
	 	 	 By: _______________________
	 	 	
                 Authorized
                  Officer

              
	 	 	 


      

       

       

       

       

      
        
          
          

        

        
          J-1-1

          
            

          

        

        
          
          

        

      

                                                                           
        

       

      EXHIBIT
        J-2

       

      [FORM
        OF] TRANSFEROR
        CERTIFICATE

      (PRIVATE)

       

      
         

        
        

        
          	 	 	 _____________________
	 	 	 Date


        

         

      

      CWMBS,
        Inc.

      4500
        Park Granada

      Calabasas,
California 91302

      Attention:     Josh
        Adler

       

      The
        Bank of New York

      101
        Barclay Street–4W

      New
        York, New
        York 10286

      
        


        
          
            	
                    Attention:

                  	
                    Mortgage-Backed
                      Securities
                      Group

                  


          

        

        Series
          200_-_

        
          	
                	
                  Re:

                	
                  CWMBS,
                    Inc. Mortgage Pass-Through
                    Certificates,

                


        

        Series
          200_-_,
          Class                                          

         
Ladies
        and Gentlemen:

       

      In
        connection with our disposition of
        the above 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.

      
         

        
        

        
          	 	 	 Very
                  truly
                  yours,
	 	 	 
	 	 	 _________________________
	 	 	 Print
                  Name of
                  Transferor
	 	 	 
	 	 	 By: _______________________
	 	 	
                   Authorized
                    Officer

                
	 	 	 


        

         

         

         

        
          
            
            

          

          
            J-2-1

            
              

            

          

          
            
            

          

        

         
EXHIBIT
        K

       

      [FORM
        OF] INVESTMENT LETTER (NON-RULE
        144A)

       

      
      

      
        	 	 	 _____________________
	 	 	 Date


      

       

      CWMBS,
        Inc.

      4500
        Park Granada

      Calabasas,
California 91302

      Attention:                                
        Josh Adler

       

      The
        Bank of New York

      101
        Barclay Street–4W

      New
        York, New
        York 10286

       
        


        
          
            	
                    Attention:

                  	
                    Mortgage-Backed
                      Securities
                      Group

                  


          

        

        Series
          200_-_

         

        
          	
                	
                  Re:

                	
                  CWMBS,
                    Inc. Mortgage Pass-Through
                    Certificates,

                


        

        Series
          200_-_,
          Class                                          

         
Ladies
        and
        Gentlemen:

       

      In
        connection with our acquisition of
        the above 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 (“ERISA”), 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 or investing the assets of any such benefit plan or arrangement
        to
        effect such acquisition or (ii) if the Certificates have been the subject
        of an
        ERISA-Qualifying Underwriting and we are an insurance company, we are 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 satisfy the
        requirements for exemptive reliefunder Sections I and
        III of PTCE 95-60,


       

      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      

       

       

      (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 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.

      
         

        
        

        
          	 	 	 Very
                  truly
                  yours,
	 	 	 
	 	 	 _________________________
	 	 	 Print
                  Name of
                  Transferor
	 	 	 
	 	 	 By: _______________________
	 	 	
                   Authorized
                    Officer

                
	 	 	 


        

         

         

         

         

         

         

         

         

         

         

         

         

        
          
            
            

          

          
            K-2

            
              

            

          

          
            
            

          

        

         
EXHIBIT
        L-1

       

      [FORM
        OF] RULE 144A
        LETTER

       

      
        
          	 	 	 _____________________
	 	 	 Date


        

      

       

      CWMBS,
        Inc.

      4500
        Park Granada

      Calabasas,
California 91302

      Attention:                                
        Josh Adler

       

      The
        Bank of New York

      101
        Barclay Street–4W

      New
        York, New
        York 10286

      
        


        
          
            	
                    Attention:

                  	
                    Mortgage-Backed
                      Securities
                      Group

                  


          

        

        Series
          200_-_

         

        
          	
                	
                  Re:

                	
                  CWMBS,
                    Inc. Mortgage Pass-Through
                    Certificates,

                


        

        Series
          200_-_,
          Class                                          

         
Ladies
        and
        Gentlemen:

       

      In
        connection with our acquisition of
        the above 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 (“ERISA”), 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 or investing the assets of any such benefit plan or arrangement
        to
        effect such acquisition or (ii) if the Certificates have been the subject
        of an
        ERISA-Qualifying Underwriting and we are an insurance company, we are 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 satisfy the
        requirements for exemptive relief 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 

       

      
        
          
          

        

        
          L-1-1

          
            

          

        

        
          
          

        

      

       

      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 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.

       

      
         

        
        

        
          	 	 	 Very
                  truly
                  yours,
	 	 	 
	 	 	 _________________________
	 	 	 Print
                  Name of
                  Transferor
	 	 	 
	 	 	 By: _______________________
	 	 	
                   Authorized
                    Officer

                
	 	 	 


        

      

       

       

       

      
        
          
          

        

        
          L-1-2

          
            

          

        

        
          
          

        

      

       

       

      ANNEX
        1 TO
        EXHIBIT L-1

       

      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:

       

      1.           
        As indicated below, the
        undersigned is the President, Chief Financial Officer, Senior Vice President
        or
        other executive officer of the Buyer.

       

      2.           
        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 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), Massachusettsor
                  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.

              


      

       

       

      
        
          
          

        

        
          L-1-3

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 

              	
                ___

              	
                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 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.

              


      

       

      3.           
        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.

       

      4.           
        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, 

       

      
        
          
          

        

        
          L-1-4

          
            

          

        

        
          
          

        

      

       

      consolidated
        subsidiary of another
        enterprise and the Buyer is not itself a reporting company under the Securities
        Exchange Act of 1934, as amended.

       

      5.           
        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.

       

      6.           
        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-1-5

          
            

          

        

        
          
          

        

      

       

       

                                                                            
        

      ANNEX
        2 TO
        EXHIBIT L-1

       

      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.

       

      2.           
        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).

              


      

       

      3.           
        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).

       

      
        
          
          

        

        
          L-1-6

          
            

          

        

        
          
          

        

      

      4.           
        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 agreements,
        (vi) securities owned but subject to a repurchase agreement and (vii) currency,
        interest rate and commodity swaps.

       

      5.           
        The Buyer is familiar with
        Rule
        144A and understandsthat
        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.

       

      6.           
        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-1-7

            
              

            

          

          
            
            

          

        

      

                                                                      
        


                                                                    
        

      EXHIBIT
        L-2

       

      [RESERVED]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          L-2-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        M

       

      [FORM
        OF] REQUEST FOR RELEASE OF
        DOCUMENTS

      


      CWMBS,
        Inc.

      Mortgage
        Pass-Through
        Certificates

      Series
        200_-_

       

      
        	
                Loan
                  Information

              	 	 
	 	 	 
	
                Name
                  of
                  Mortgagor:

              	 	 
	 	 	 
	
                Servicer
                  Loan
                  No.:

              	 	 
	 	 	 
	
                Trustee

              	 	 
	 	 	 
	
                Name:

              	 	 
	 	 	 
	
                Address:

              	 	 
	 	 	 
	 	 	 
	
                Trustee

              	 	 
	
                Mortgage
                  File
                  No.:

              	 	 


      

       

      The
        undersigned Master Servicer hereby
requests that The Bank
        of
        New York, as Trustee for the Holders of Mortgage Pass-Through Certificates,
        of
        the above-referenced Series, release the documents referred to below (the
        “Documents”) to the Master Servicer.  All capitalized terms
        not
        otherwise defined in this Request for Release shall have the meanings given
        them
        in the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”)
        relating to the above-referenced Series among the Trustee, Countrywide Home
        Loans, Inc., asa Seller,
        Park Granada LLC, as aSeller, Park Monaco
        Inc., as a Seller,
        Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master
        Servicer and CWMBS, Inc., as Depositor.

       

      
        	
                ( )

              	
                Mortgage
                  Note dated
                  _______________, 20__, 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 _______________________________.

              


      

       

       

      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      

       

       

      
        	
                ( )

              	
                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 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 Trustee,
        solely for the purposes provided in the 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 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 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
        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 Trustee, 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.

       

      


      
        
          
          

        

        
          M-2

          
            

          

        

        
          
          

        

      

       

       

       

      
      

      
        	 	 	
                COUNTRYWIDE
                  HOME
                  LOANS

                SERVICING
                  LP

              
	 	 	 
	 	 	By
                _____________________________
	 	 	 
	 	 	Its ______________________________
	 	 	 
	 	 	 
	Date:_________________,
                20__	 	 


      

            
        

       

                                                                      
        

       

                                                                     
        

       

      
        
          
          

        

        
          M-3

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        N

       

      [FORM
        OF] REQUEST FOR RELEASE OF
        MORTGAGE FILE

       

      To:          
        The Bank of New
        York                                                                                       
Attn:  Mortgage
        Custody

       Services

       

      
        	
                 

              	
                Re:

              	
                The
                  Pooling & Servicing
                  Agreement dated [month] 1, 200_,among
                  Countrywide Home Loans,
                  Inc., as a Seller,
                  Park Granada LLC, as a Seller, Park
                  Monaco Inc., as a
                  Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing
                  LP,
                  as
                  Master Servicer,
                  CWMBS, Inc. and The Bank of New  York,
                  as Trustee

              	
              


      

       

      Ladies
        and
        Gentlemen:

       

      In
        connection with the administration of
        the Mortgage Loans held by you as Trustee for CWMBS, Inc., we request the
        release of the Mortgage File for the Mortgage Loan(s) described below, for
        the
        reason indicated.

       

      FT
        Account
        #:                                                                                   
Pool #:

       

      Mortgagor’s
        Name, Address and Zip
        Code:

       

      Mortgage
        Loan
        Number:

       

      Reason
        for Requesting Documents (check
        one)

       

      
        	
                 

              	
                1.

              	
                Mortgage
                  Loan paid in full
                  (Countrywide Home Loans, Inc. hereby certifies that all amounts
                  have been
                  received).

              


      

       

      
        	
                 

              	
                2.

              	
                Mortgage
                  Loan Liquidated
                  (Countrywide Home Loans, Inc. hereby certifies that all proceeds
                  of
                  foreclosure, insurance, or other liquidation have been finally
                  received).

              


      

       

      
        	
                 

              	
                3.

              	
                Mortgage
                  Loan in
                  Foreclosure.

              


      

       

      
        	
                 

              	
                4.

              	
                Mortgage
                  Loan repurchased by the
                  Master Servicer pursuant to Section 3.11(a) (Countrywide Home Loans
                  Servicing LP hereby certifies that the Purchase Price for the Mortgage
                  Loan has been deposited in the Certificate
                  Account).

              


      

       

      
        	
                 

              	
                5.

              	
                Other
                  (explain):

              


      

       

      If
        item 1 or 2 above is checked, and if
        all or part of the Mortgage File was previously released to us, please release
        to us our previous receipt on file with you, as well as any additional documents
        in your possession relating to the above-specified Mortgage Loan.  If
        item 3, 4 or 5 is checked, upon return of all of the above documents to you
        as
        Trustee, please acknowledge your receipt by signing in the space indicated
        below, and returning this form.

       

       

      
        
          
          

        

        
          N-1

          
            

          

        

        
          
          

        

      

       

      COUNTRYWIDE
        HOME LOANS,
        INC.

      4500
        Park Granada

      Calabasas,
California 91302

       

      By:                                                                

      Name:                                                           
        

      Title:                                                             
        

      Date:                                                             
        

       

      [COUNTRYWIDE
        HOME LOANS SERVICING
        LP]

       

      
        By:                                                                

        Name:                                                           
          

        Title:                                                             
          

        Date:                                                             
          

         

      

      TRUSTEE
        CONSENT TO RELEASE
        AND

      ACKNOWLEDGEMENT
        OF
        RECEIPT

       

      
        By:                                                                

        Name:                                                           
          

        Title:                                                             
          

        Date:                                                             
          

         

         

         

         

         

         

         

        
          
            
            

          

          
            N-2

            
              

            

          

          
            
            

          

        

         

         
EXHIBIT
        O

      


      [RESERVED]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          O-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        P

      


      


      [FORM
        OF] SUPPLEMENTAL TRANSFER
        AGREEMENT

      


      THIS
        SUPPLEMENTAL TRANSFER
        AGREEMENT,  dated as of ____________, 200_ (this “Supplemental
        Transfer Agreement”), among CWMBS, INC., a Delaware
        corporation, as
        depositor (the “Depositor”), COUNTRYWIDE HOME LOANS, INC. (“CHL”), a New
        York corporation, as a seller (a “Seller”), PARK GRANADA LLC (“Park Granada”), a
        Delaware limited liability company, as a seller (a “Seller”), PARK MONACO INC.
        (“Park Monaco”), a Delaware limited liability corporation, as a seller (a
“Seller”), PARK SIENNA LLC (“Park Sienna”), a Delaware limited liability
        company, as a seller (a “Seller” and together with CHL, Park Granada and Park
        Monaco, the “Sellers”) under the
        Pooling and Servicing Agreement referred to below, and THE BANK OF NEW YORK,
        a
        New York banking corporation, as trustee (the “Trustee”);

       

      WHEREAS,
        the Depositor, the Sellers, the
        Trustee and Countrywide Home Loans Servicing LP, as Master Servicer, have
        entered in the Pooling and Servicing Agreement, dated as of [month] 1, 2003
        (the
“Pooling and Servicing Agreement”), in relation to the CHL Mortgage Pass-Through
        Trust 200_-_, Mortgage Pass-Through Certificates, Series
        200_-_;

       

      WHEREAS,
        Section 2.01(e) of the Pooling
        and Servicing Agreement provides for the parties hereto to enter into this
        Supplemental 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 “Supplemental Transfer Date”
with respect to this Supplemental
        Transfer Agreement shall be ________,
        200_.

       

      (b)           
        The “Aggregate Supplemental
        Purchase Amount” with respect to this Supplemental Transfer Agreement shall be
        $________; provided, however, that such amount shall not exceed the amount
        on
        deposit in the Supplemental Loan Account.

       

      (c)           
        The “Capitalized Interest
        Requirement” with respect to this Supplemental Transfer Agreement shall be
        $________; provided, however, that such amount shall not exceed the amount
        on
        deposit in the Capitalized Interest Account.

       

      (d)           
        [Reserved]

       

      (e)           
        In case any provision of this
        Supplemental 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.

       

      
        
          
          

        

        
          P-1

          
            

          

        

        
          
          

        

      

      (f)           
        In the event of any conflict
        between the provisions of this Supplemental Transfer Agreement and the Pooling
        and Servicing Agreement, the provisions of the Pooling and Servicing Agreement
        shall prevail. 

       

      (g)           
        This Supplemental 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 Supplemental 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

          
            

          

        

        
          
          

        

      

       

       

      IN
        WITNESS WHEREOF, the parties to this
        Supplemental 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.

       

      
        
          	 	
                  CWMBS,
                    INC.,

                    as
                    Depositor

                	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

      

      
         

        
          
            	 	
                    COUNTRYWIDE
                      HOME LOANS,
                      INC.,

                    
                        as
                        Seller

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


          

        

        
           

          
            
              	 	
                      PARK
GRANADALLC,

                      
                          as
                          a
                          Seller

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
                        

                    	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


            

          

          
             

            
              
                	 	
                        PARK
                          MONACO
                          INC.,

                        
                            as
                            a
                            Seller

                        

                      	 
	 	 	 	 
	
                         

                      	
                        By:
                          

                      	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


              

            

             

             

            
              
                
                

              

              
                P-3

                
                  

                

              

              
                
                

              

            

          

        

      

      
         

        
          
            	 	
                    PARK
                      SIENNA
                      LLC,

                    
                        as
                        a
                        Seller

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


          

        

        
           

          
            
              	 	
                      THE
                        BANK OF NEW
                        YORK,

                      
                          not
                          in its individual
                          capacity,

                          but
                          solely as
                          Trustee

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
                        

                    	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


            

          

           

        

      

      Acknowledged
        and
        Agreed:

       

      COUNTRYWIDE
        HOME LOANS SERVICING
        LP,

        as
        Master
        Servicer

       

      By:  COUNTRYWIDE
        GP,
        INC.

       

      By:  _____________________________

              Name:

              Title:

       

       

       

       

       

       

      
        
          
          

        

        
          P-4

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        Q

      


      GLOSSARY
        of TERMS for STANDARD & POOR’S LEVELS® VERSION 6.0 FILE FORMAT

      


      APPENDIX  E
–
        Standard & Poor’s Predatory Lending Categories

      


      Standard
        & Poor’s has categorized loans governed by anti-predatory lending laws in
        the Jurisdictions listed below into three categories based upon a combination
        of
        factors that include (a) the risk exposure associated with the assignee
        liability and (b) the tests and thresholds set forth in those laws. Note
        that
        certain loans classified by the relevant statute as Covered are included
        in
        Standard & Poor’s High Cost Loan Category because they included thresholds
        and tests that are typical of what is generally considered High Cost by the
        industry.

       

      
        Standard
&
Poor’s
          High
          Cost Loan Categorization


      

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory
                  Lending Law/Effective Date

              	
                Category
                  under
                  Applicable Anti-Predatory Lending Law

              
	
                
                

                Arkansas

              	
                
                

                Arkansas
                  Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 etseq.

                Effective
                  July 16, 2003

              	
                
                

                High
                  Cost Home Loan

              
	
                
                

                Cleveland
                  Heights, OH

              	
                
                

                Ordinance
                  No. 72-2003 (PSH), Mun. Code §§ 757.01 etseq.

                Effective
                  June 2, 2003

              	
                
                

                Covered
                  Loan

              
	
                
                

                Colorado

              	
                
                

                Consumer
                  Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 etseq.

                Effective
                  for covered loans offered or entered into on or after January 1,
                  2003.
                  Other provisions of the Act took effect on June 7, 2002

              	
                
                

                Covered
                  Loan

              
	
                
                

                Connecticut

              	
                
                

                Connecticut
                  Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 etseq.

                Effective
                  October 1, 2001

              	
                
                

                High
                  Cost Home Loan

              
	
                
                

                District
                  of Columbia

              	
                
                

                Home
                  Loan Protection Act, D.C. Code §§ 26-1151.01 etseq.

                Effective
                  for loans closed on or after January 28, 2003

              	
                
                

                Covered
                  Loan

              
	
                
                

                Florida

              	
                
                

                Fair
                  Lending Act, Fla. Stat. Ann. §§ 494.0078 etseq.

                Effective
                  October 2, 2002

              	
                
                

                High
                  Cost Home Loan

              
	
                
                

                Georgia
                  (Oct. 1, 2002 – Mar. 6, 2003)

              	
                
                

                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

                Effective
                  October 1, 2002 – March 6, 2003

              	
                
                

                High
                  Cost Home Loan

              
	
                
                

                Georgia
                  as amended (Mar. 7, 2003 – current)

              	
                
                

                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

                Effective
                  for loans closed on or after March 7, 2003

              	
                
                

                High
                  Cost Home Loan

              
	
                
                

                HOEPA
                  Section 32

              	
                
                

                Home
                  Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                  §§ 226.32 and 226.34

                Effective
                  October 1, 1995, amendments October 1, 2002

              	
                
                

                High
                  Cost Loan

              
	
                
                

                Illinois

              	
                
                

                High
                  Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 etseq.

                Effective
                  January 1, 2004 (prior to this date, regulations under Residential
                  Mortgage License Act effective from May 14, 2001)

              	
                
                

                High
                  Risk Home Loan

              
	
                
                

                Kansas

              	
                
                

                Consumer
                  Credit Code, Kan. Stat. Ann. §§ 16a-1-101 etseq.

                Sections
                  16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                  16a-3-308a became effective July 1, 1999

              	
                
                

                High
                  Loan to Value Consumer Loan (id.§
                  16a-3-207) and;

              
	
                
                

                High
                  APR Consumer Loan (id.§
                  16a-3-308a)

              
	
                
                

                Kentucky

              	
                
                

                2003
                  KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100 etseq.

                Effective
                  June 24, 2003

              	
                
                

                High
                  Cost Home Loan

              
	
                
                

                Maine

              	
                
                

                Truth
                  in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 etseq.

                Effective
                  September 29, 1995 and as amended from time to time

              	
                
                

                High
                  Rate High Fee Mortgage

              
	
                
                

                Massachusetts

              	
                
                

                Part
                  40 and Part 32, 209 C.M.R. §§ 32.00 etseq.
                  and 209 C.M.R. §§ 40.01 etseq.

                Effective
                  March 22, 2001 and amended from time to time

              	
                
                

                High
                  Cost Home Loan

              
	
                
                

                Nevada

              	
                
                

                Assembly
                  Bill No. 284, Nev. Rev. Stat. §§ 598D.010 etseq.

                Effective
                  October 1, 2003

              	
                
                

                Home
                  Loan

              
	
                
                

                New
                  Jersey

              	
                
                

                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  etseq.

                Effective
                  for loans closed on or after November 27, 2003

              	
                
                

                High
                  Cost Home Loan

              
	
                
                

                New
                  Mexico

              	
                
                

                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 etseq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004

              	
                
                

                High
                  Cost Home Loan

              
	
                
                

                New
                  York

              	
                
                

                N.Y.
                  Banking Law Article 6-l

                Effective
                  for applications made on or after April 1, 2003

              	
                
                

                High
                  Cost Home Loan

              
	
                
                

                North
                  Carolina

              	
                
                

                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E etseq.

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)

              	
                
                

                High
                  Cost Home Loan

              
	
                
                

                Ohio

              	
                
                

                H.B.
                  386 (codified in various sections of the Ohio Code), Ohio Rev.
                  Code Ann.
                  §§ 1349.25 etseq.

                Effective
                  May 24, 2002

              	
                
                

                Covered
                  Loan

              
	
                
                

                Oklahoma

              	
                
                

                Consumer
                  Credit Code (codified in various sections of Title 14A)

                Effective
                  July 1, 2000; amended effective January 1, 2004

              	
                
                

                Subsection
                  10 Mortgage

              
	
                
                

                South
                  Carolina

              	
                
                

                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  etseq.

                Effective
                  for loans taken on or after January 1, 2004

              	
                
                

                High
                  Cost Home Loan

              
	
                
                

                West
                  Virginia

              	
                
                

                West
                  Virginia Residential Mortgage Lender, Broker and Servicer Act,
                  W. Va. Code
                  Ann. §§ 31-17-1 etseq.

                Effective
                  June 5, 2002

              	
                
                

                West
                  Virginia Mortgage Loan Act Loan

              


      

       

      


      
        
          
          

        

        
          Q-1

          
            

          

        

        
          
          

        

      

       

      Standard
&
Poor’s
        Covered Loan Categorization

       

      


      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory
                  Lending Law/Effective Date

              	
                Category
                  under
                  Applicable Anti-Predatory Lending Law

              
	
                
                

                Georgia
                  (Oct. 1, 2002 – Mar. 6, 2003)

              	
                
                

                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

                Effective
                  October 1, 2002 – March 6, 2003

              	
                
                

                Covered
                  Loan

              
	
                
                

                New
                  Jersey

              	
                
                

                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  etseq.

                Effective
                  November 27, 2003 – July 5, 2004

              	
                
                

                Covered
                  Home Loan

              


      

       

      
        Standard
&
Poor’s
          Home
          Loan Categorization



      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory
                  Lending Law/Effective Date

              	
                Category
                  under
                  Applicable Anti-Predatory Lending Law

              
	
                
                

                Georgia
                  (Oct. 1, 2002 – Mar. 6, 2003)

              	
                
                

                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

                Effective
                  October 1, 2002 – March 6, 2003

              	
                
                

                Home
                  Loan

              
	
                
                

                New
                  Jersey

              	
                
                

                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  etseq.

                Effective
                  for loans closed on or after November 27, 2003

              	
                
                

                Home
                  Loan

              
	
                
                

                New
                  Mexico

              	
                
                

                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 etseq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004

              	
                
                

                Home
                  Loan

              
	
                
                

                North
                  Carolina

              	
                
                

                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E etseq.

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)

              	
                
                

                Consumer
                  Home Loan

              
	
                
                

                South
                  Carolina

              	
                
                

                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  etseq.

                Effective
                  for loans taken on or after January 1, 2004

              	
                
                

                Consumer
                  Home Loan

              


      

      


       

       

       

      
        
          
          

        

        
          Q-2

          
            

          

        

        
          
          

        

      

       

      
 

      EXHIBIT
        R

      


      [RESERVED]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          R-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        S-1

      


      [RESERVED]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        S-2

      


      [RESERVED]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          S-2-1

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        T

       

      [RESERVED]

       

      


      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          T-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        U

       

      MONTHLY
        STATEMENT

       

      [On
        file with
        Trustee]

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          U-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        V-1

       

      [FORM
        OF] PERFORMANCE
        CERTIFICATION

       

      (Servicer)

       

      [On
        file with
        Trustee]

       

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          V-1-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        V-2

       

      [FORM
        OF] PERFORMANCE
        CERTIFICATION

       

      (Trustee)

       

      [On
        file with
        Trustee]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          V-2-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        W

      


      [FORM
        OF]

      SERVICING
        CRITERIA TO BE ADDRESSED
        IN

      ASSESSMENT
        OF COMPLIANCE
        STATEMENT

      


      The
        assessment of compliance to be
        delivered by [the Master Servicer] [Trustee] [Name of Subservicer] shall
        address, at a minimum, the criteria identified as below as “Applicable Servicing
        Criteria”:

       

      


      
        	
                Servicing
                  Criteria

              	
                Applicable
                  Servicing
                  Criteria

              
	
                Reference

              	
                Criteria

              	 
	 	
                General
                  Servicing
                  Considerations

              	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are
                  instituted to monitor any performance or other triggers and events
                  of
                  default in accordance with the transaction
                  agreements.

              	 
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing
                  activities are outsourced to third parties, policies and procedures
                  are
                  instituted to monitor the third party’s performance and compliance with
                  such servicing activities.

              	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the
                  transaction agreements to maintain a back-up servicer for the mortgage
                  loans are maintained.

              	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and
                  omissions policy is in effect on the party participating in the
                  servicing
                  function throughout the reporting period in the amount of coverage
                  required by and otherwise in accordance with the terms of the transaction
                  agreements.

              	 
	 	
                Cash
                  Collection and
                  Administration

              	 
	
                1122(d)(2)(i)

              	
                Payments
                  on mortgage loans are
                  deposited into the appropriate custodial bank accounts and related
                  bank
                  clearing accounts no more than two business days following receipt,
                  or
                  such other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire
                  transfer on behalf of an obligor or to an investor are made only
                  by
                  authorized personnel.

              	 
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees
                  regarding collections, cash flows or distributions, and any interest
                  or
                  other fees charged for such advances, are made, reviewed and approved
                  as
                  specified in the transaction agreements.

              	 
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the
                  transaction, such as cash reserve accounts or accounts established
                  as a
                  form of overcollateralization, are separately maintained (e.g.,
                  with
                  respect to commingling of cash) as set forth in the transaction
                  agreements.

              	 
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is
                  maintained at a federally insured depository institution as set
                  forth in
                  the transaction agreements. For purposes of this criterion, “federally
                  insured depository institution” with respect to a foreign financial
                  institution means a foreign financial institution that meets the
                  requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so
                  as to prevent unauthorized access.

              	 
	
                1122(d)(2)(vii)

              	
                Reconciliations
                  are prepared on a
                  monthly basis for all asset-backed securities related bank accounts,
                  including custodial accounts and related bank clearing accounts.
                  These
                  reconciliations are (A) mathematically accurate; (B) prepared within
                  30
                  calendar days after the bank statement cutoff date, or such other
                  number
                  of days specified in the transaction agreements; (C) reviewed and
                  approved
                  by someone other than the person who prepared the reconciliation;
                  and (D)
                  contain explanations for reconciling items. These reconciling items
                  are
                  resolved within 90 calendar days of their original identification,
                  or such
                  other number of days specified in the transaction
                  agreements.

              	 
	 	
                Investor
                  Remittances and
                  Reporting

              	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including
                  those to be filed with the Commission, are maintained in accordance
                  with
                  the transaction agreements and applicable Commission requirements.
                  Specifically, such reports (A) are prepared in accordance with
                  timeframes
                  and other terms set forth in the transaction agreements; (B) provide
                  information calculated in accordance with the terms specified in
                  the
                  transaction agreements; (C) are filed with the Commission as required
                  by
                  its rules and regulations; and (D) agree with investors’ or the trustee’s
                  records as to the total unpaid principal balance and number of
                  mortgage
                  loans serviced by the Servicer.

              	 
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are
                  allocated and remitted in accordance with timeframes, distribution
                  priority and other terms set forth in the transaction
                  agreements.

              	 
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor
                  are posted within two business days to the Servicer’s investor records, or
                  such other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per
                  the investor reports agree with cancelled checks, or other form
                  of
                  payment, or custodial bank statements.

              	 
	 	
                Pool
                  Asset
                  Administration

              	 
	
                1122(d)(4)(i)

              	
                Collateral
                  or security on mortgage
                  loans is maintained as required by the transaction agreements or
                  related
                  mortgage loan documents.

              	 
	
                1122(d)(4)(ii)

              	
                Mortgage
                  loan and related
                  documents are safeguarded as required by the transaction
                  agreements.

              	 
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or
                  substitutions to the asset pool are made, reviewed and approved
                  in
                  accordance with any conditions or requirements in the transaction
                  agreements.

              	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on mortgage loans,
                  including any payoffs, made in accordance with the related mortgage
                  loan
                  documents are posted to the Servicer’s obligor records maintained no more
                  than two business days after receipt, or such other number of days
                  specified in the transaction agreements, and allocated to principal,
                  interest or other items (e.g., escrow) in accordance with the related
                  mortgage loan documents.

              	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding
                  the mortgage loans agree with the Servicer’s records with respect to an
                  obligor’s unpaid principal balance.

              	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms
                  or status of an obligor's mortgage loans (e.g., loan modifications
                  or
                  re-agings) are made, reviewed and approved by authorized personnel
                  in
                  accordance with the transaction agreements and related pool asset
                  documents.

              	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery
                  actions (e.g., forbearance plans, modifications and deeds in lieu
                  of
                  foreclosure, foreclosures and repossessions, as applicable) are
                  initiated,
                  conducted and concluded in accordance with the timeframes or other
                  requirements established by the transaction
                  agreements.

              	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection
                  efforts are maintained during the period a mortgage loan is delinquent
                  in
                  accordance with the transaction agreements. Such records are maintained
                  on
                  at least a monthly basis, or such other period specified in the
                  transaction agreements, and describe the entity’s activities in monitoring
                  delinquent mortgage loans including, for example, phone calls,
                  letters and
                  payment rescheduling plans in cases where delinquency is deemed
                  temporary
                  (e.g., illness or unemployment).

              	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or
                  rates of return for mortgage loans with variable rates are computed
                  based
                  on the related mortgage loan documents.

              	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust
                  for an obligor (such as escrow accounts): (A) such funds are analyzed,
                  in
                  accordance with the obligor’s mortgage loan documents, on at least an
                  annual basis, or such other period specified in the transaction
                  agreements; (B) interest on such funds is paid, or credited, to
                  obligors
                  in accordance with applicable mortgage loan documents and state
                  laws; and
                  (C) such funds are returned to the obligor within 30 calendar days
                  of full
                  repayment of the related mortgage loans, or such other number of
                  days
                  specified in the transaction agreements.

              	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an
                  obligor (such as tax or insurance payments) are made on or before
                  the
                  related penalty or expiration dates, as indicated on the appropriate
                  bills
                  or notices for such payments, provided that such support has been
                  received
                  by the servicer at least 30 calendar days prior to these dates,
                  or such
                  other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in
                  connection with any payment to be made on behalf of an obligor
                  are paid
                  from the servicer’s funds and not charged to the obligor, unless the late
                  payment was due to the obligor’s error or omission.

              	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an
                  obligor are posted within two business days to the obligor’s records
                  maintained by the servicer, or such other number of days specified
                  in the
                  transaction agreements.

              	 
	
                1122(d)(4)(xiv)

              	
                Delinquencies,
                  charge-offs and
                  uncollectible accounts are recognized and recorded in accordance
                  with the
                  transaction agreements.

              	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other
                  support, identified in Item 1114(a)(1) through (3) or Item 1115
                  of
                  Regulation AB, is maintained as set forth in the transaction
                  agreements.

              	 
	 	 	 


      

       

       

       

      
        
          
          

        

        
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        	 	 	[NAME
                OF MASTER
                SERVICER] [NAME OF TRUSTEE] [NAME OF CO-TRUSTEE] [NAME OF
                SUBSERVICER]
	 	 	 
	 	 	Date: _________________________
	 	 	 
	 	 	By:  ________________________________
	 	 	Name:
	 	 	Title:


      

      
 

       

       

       

       

       

      


       

       

       

       

       

       

       

      


      
        
          
          

        

        
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      EXHIBIT
        X

       

      LIST
        OF
        ITEM 1119 PARTIES

       

      CHL
        MORTGAGE PASS-THROUGH TRUST 200_-__

       

      MORTGAGE
        PASS-THROUGH CERTIFICATES,

      Series
        200_-__

       

      [Date]

      


      
        	
                Party

              	
                Contact
                  Information

              
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
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      EXHIBIT
        Y

      


      [FORM
        OF]
        SARBANES-OXLEY CERTIFICATION

      (REPLACEMENT
        OF MASTER SERVICER)

      


      
 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Y-1