EXHIBIT 4.1



EXECUTION COPY




POOLING AND SERVICING AGREEMENT



Relating to

CENTEX HOME EQUITY LOAN TRUST 2002-A



Among

CHEC FUNDING, LLC,

as Depositor,



Centex Home Equity Company, LLC,

as Seller,



CHEC CONDUIT FUNDING, LLC,

as Conduit Seller,



HARWOOD STREET FUNDING II, LLC,

as Conduit Seller II,



Centex Home Equity Company, LLC,

as Servicer,



and



BANK ONE, NATIONAL ASSOCIATION,

as Trustee



Dated as of January 1, 2002







TABLE OF CONTENTS



ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION


	Section 1.01.

Section 1.02.

Section 1.03.

Section 1.04.
		Definitions

Use of Words and Phrases

Captions, Table of Contents

Opinions	2

30

30

30






ARTICLE II

ESTABLISHMENT AND ORGANIZATION OF THE TRUST

	
Section 2.01.

Section 2.02.

Section 2.03.

Section 2.04.

Section 2.05.

Section 2.06.

Section 2.07.

Section 2.08.

Section 2.09.
		
Establishment of the Trust

Office

Purposes and Powers

Appointment of the Trustee; Declaration of Trust

Expenses of the Trust

Ownership of the Trust

Situs of the Trust

Designation of Interests in REMICs

Miscellaneous REMIC Provisions	31

31

31

31

31

31

32

32

36







ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEPOSITOR, THE

SERVICER AND THE SELLERS; COVENANT OF SELLER TO CONVEY HOME EQUITY LOANS

	
Section 3.01.

Section 3.02.

Section 3.03.

Section 3.04.



Section 3.05.

Section 3.06.



Section 3.07.

Section 3.08.

Section 3.09.		
Representations and Warranties of the Depositor

Representations and Warranties of the Servicer

Representations and Warranties of the Sellers

Covenants of Sellers to Take Certain Actions with Respect to the Home Equity

Loans in Certain Situations

Sale Treatment of the Home Equity Loans and Qualified Replacement Mortgages

Acceptance by Trustee; Certain Substitutions of Home Equity Loans;

Certification by Trustee

Reserved

Custodian

Cooperation Procedures	
37

39

41



44

53



57

59

59

59






ARTICLE IV

ISSUANCE AND SALE OF CERTIFICATES


	
Section 4.01.

Section 4.02.		
Issuance of Certificates

Sale of Certificates
	
61

61







ARTICLE V

CERTIFICATES AND TRANSFER OF INTERESTS


	
Section 5.01.

Section 5.02.

Section 5.03.

Section 5.04.

Section 5.05.

Section 5.06.

Section 5.07.

Section 5.08.

Section 5.09.
 		
Terms

Forms

Execution, Authentication and Delivery

Registration and Transfer of Certificates

Mutilated, Destroyed, Lost or Stolen Certificates

Persons Deemed Owners

Cancellation

Limitation on Transfer of Ownership Rights

Assignment of Rights
 	
62

62

62

63

65

66

66

66

68







ARTICLE VI

COVENANTS


	
Section 6.01.

Section 6.02.

Section 6.03.

Section 6.04.

Section 6.05.

Section 6.06.

Section 6.07.

Section 6.08.

Section 6.09.

Section 6.10.

Section 6.11.

Section 6.12.
 		
Distributions

Money for Distributions to be Held in Trust; Withholding

Protection of Trust Estate

Performance of Obligations

Negative Covenants

No Other Powers

Limitation of Suits

Unconditional Rights of Owners to Receive Distributions

Rights and Remedies Cumulative

Delay or Omission Not Waiver

Control by Owners

Indemnification by CHEC	
69

69

70

71

71

71

72

72

72

73

73

73





ARTICLE VII

ACCOUNTS, DISBURSEMENTS AND RELEASES


	
Section 7.01.

Section 7.02.

Section 7.03.

Section 7.04.

Section 7.05.

Section 7.06.

Section 7.07.

Section 7.08.

Section 7.09.

Section 7.10.

Section 7.11.
		
Collection of Money

Establishment of Accounts

Flow of Funds

Supplemental Interest Reserve Fund

Investment of Accounts

Payment of Trust Expenses

Eligible Investments

Accounting and Directions by Trustee

Reports by Trustee to Owners

Reports by Trustee

Allocation of Losses

	
75

75

75

79

79

80

80

82

83

86

86    







ARTICLE VIII

SERVICING AND ADMINISTRATION OF HOME EQUITY LOANS

	
Section 8.01.

Section 8.02.

Section 8.03.

Section 8.04.

Section 8.05.

Section 8.06.

Section 8.07.

Section 8.08.

Section 8.09.

Section 8.10.

Section 8.11.

Section 8.12.

Section 8.13.
		Servicer and Sub-Servicers

Collection of Certain Home Equity Loan Payments

Sub-Servicing Agreements Between Servicer and Sub-Servicers

Successor Sub-Servicers

Liability of Servicer; Indemnification

No Contractual Relationship Between Sub-Servicer, Trustee or the Owners

Assumption or Termination of Sub-Servicing Agreement by Trustee

Principal and Interest Account

Delinquency Advances and Servicing Advances

Compensating Interest; Repurchase of Home Equity Loans

Maintenance of Insurance

Due-on-Sale Clauses; Assumption and Substitution Agreements

Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans	
87

88

88

89

89

90

90

90

92

93

94

95

95



	
Section 8.14.

Section 8.15.

Section 8.16.

Section 8.17.

Section 8.18.

Section 8.19.

Section 8.20.

Section 8.21.

Section 8.22.

Section 8.23.

Section 8.24.

Section 8.25.

Section 8.26.

Section 8.27.    		Trustee to Cooperate; Release of Files

Servicing Compensation

Annual Statement as to Compliance

Annual Independent Certified Public Accountants' Reports

Access to Certain Documentation and Information Regarding the Home Equity Loans

Assignment of Agreement

Removal of Servicer; Retention of Servicer; Resignation of Servicer

Inspections; Errors and Omissions Insurance

Additional Servicing Responsibilities for Second Mortgage Loans

The Group II Home Equity Loans

Merger, Conversion, Consolidation or Succession to Business of Servicer

Notices of Material Events

Indemnification by the Servicer

Reports on Foreclosure and Abandonment of Properties
	
97

98

98

99

99

99

99

104

104

105

105

105

106

106






ARTICLE IX

TERMINATION OF TRUST

	
Section 9.01.

Section 9.02.

Section 9.03.

Section 9.04.
		Termination of Trust

Termination Upon Option of the Owner of the Class X-IO Certificates

Disposition of Proceeds

Netting of Amounts	
107

107

109

109
 







ARTICLE X

THE TRUSTEE


	
Section 10.01.

Section 10.02.

Section 10.03.

Section 10.04.

Section 10.05.

Section 10.06.

Section 10.07.

Section 10.08.

Section 10.09.

Section 10.10.

Section 10.11.



Section 10.12.

Section 10.13.

Section 10.14.

Section 10.15.
 		Certain Duties and Responsibilities

Removal of Trustee for Cause

Certain Rights of the Trustee

Not Responsible for Recitals or Issuance of Certificates

May Hold Certificates

Money Held in Trust

Compensation and Reimbursement

Corporate Trustee Required; Eligibility

Resignation and Removal; Appointment of Successor

Acceptance of Appointment by Successor Trustee

Merger, Conversion, Consolidation or Succession to Business of the

Trustee

Reporting; Withholding

Liability of the Trustee

Appointment of Co-Trustee or Separate Trustee

Appointment of Custodians
	
110

112

113

115

115

116

116

116

117

118



118

119

119

120

121    







ARTICLE XI

MISCELLANEOUS


	
Section 11.01.

Section 11.02.

Section 11.03.

Section 11.04.

Section 11.05.

Section 11.06.

Section 11.07.

Section 11.08.

Section 11.09.

Section 11.10.

Section 11.11.

Section 11.12.

Section 11.13.

Section 11.14.

Section 11.15.

Section 11.16.

Section 11.17.

Section 11.18.

Section 11.19.

Section 11.20.		Compliance Certificates and Opinions

Form of Documents Delivered to the Trustee

Acts of Owners

Notices, etc

Notices and Reports to Owners; Waiver of Notices

Rules by Trustee

Successors and Assigns

Severability

Benefits of Agreement

Legal Holidays

Governing Law; Submission to Jurisdiction

Counterparts

Usury

Amendment

Paying Agent; Appointment and Acceptance of Duties

REMIC Status

Additional Limitation on Action and Imposition of Tax

Appointment of Tax Matters Person

Notices

Rule 144A Information	
122

122

123

123

124

124

124

125

125

125

125

126

126

126

127

128

130

130

130

134     





	
SCHEDULE I-A

SCHEDULE I-B

SCHEDULE I-C

SCHEDULE I-D

SCHEDULE I-E

SCHEDULE I-F

EXHIBIT A-1

EXHIBIT A-2

EXHIBIT A-3

EXHIBIT A-4

EXHIBIT A-5

EXHIBIT A-6

EXHIBIT A-7

EXHIBIT A-8

EXHIBIT A-9

EXHIBIT A-10

EXHIBIT A-11

EXHIBIT A-12

EXHIBIT A-13

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E-1

EXHIBIT E-2

EXHIBIT F

EXHIBIT G

EXHIBIT H

EXHIBIT I-1

EXHIBIT I-2

EXHIBIT J

EXHIBIT K

EXHIBIT L

EXHIBIT M



EXHIBIT N

EXHIBIT O	
SCHEDULE OF THE GROUP I HOME EQUITY LOANS

SCHEDULE OF THE GROUP II HOME EQUITY LOANS

SELLER SCHEDULE OF HOME EQUITY LOANS

CONDUIT SCHEDULE OF HOME EQUITY LOANS

CONDUIT II SCHEDULE OF HOME EQUITY LOANS

INVESTMENT INSTRUCTIONS TO TRUSTEE

FORM OF CLASS AF-1 CERTIFICATE

FORM OF CLASS AF-2 CERTIFICATE

FORM OF CLASS AF-3 CERTIFICATE

FORM OF CLASS AF-4 CERTIFICATE

FORM OF CLASS AF-5 CERTIFICATE

FORM OF CLASS AF-6 CERTIFICATE

FORM OF CLASS AV CERTIFICATE

FORM OF CLASS MF-1 CERTIFICATE

FORM OF CLASS MF-2 CERTIFICATE

FORM OF CLASS MV-1 CERTIFICATE

FORM OF CLASS MV-2 CERTIFICATE

FORM OF CLASS BF CERTIFICATE

FORM OF CLASS BV CERTIFICATE

FORM OF CLASS X-IO CERTIFICATE

FORM OF CLASS R CERTIFICATE

FORM OF CERTIFICATE RE: HOME EQUITY LOANS PREPAID IN FULL AFTER THE CUT-OFF DATE

FORM OF TRUSTEE'S ACKNOWLEDGEMENT OF RECEIPT

FORM OF CUSTODIAN'S ACKNOWLEDGEMENT OF RECEIPT

FORM OF POOL CERTIFICATION

FORM OF DELIVERY ORDER

FORM OF CLASS R TAX MATTERS TRANSFER CERTIFICATE

FORM OF CERTIFICATE REGARDING TRANSFER (ACCREDITED INVESTOR)

FORM OF CERTIFICATE OF TRANSFER (RULE 144A)

HOME EQUITY LOANS WITH DOCUMENT EXCEPTIONS

[RESERVED]

[RESERVED]

FORM OF LETTER REGARDING REPORTING OBLIGATIONS UNDER THE SECURITIES EXCHANGE ACT OF

1934

FORM OF LIQUIDATION REPORT

FORM OF REQUEST FOR RELEASE OF DOCUMENTS








          POOLING
AND SERVICING AGREEMENT, relating to CENTEX HOME EQUITY LOAN TRUST 2002-A, dated
as of January 1, 2002 by and among CHEC FUNDING, LLC, a Delaware limited
liability company, in its capacity as the depositor (the "Depositor"),
CENTEX HOME EQUITY COMPANY, LLC, a Delaware limited liability company, formerly
Centex Credit Corporation, a Nevada corporation ("CHEC") in its
capacities as the seller (in such capacity, the "Seller") and as the
servicer (in such capacity, the "Servicer"), CHEC CONDUIT FUNDING,
LLC, a Delaware limited liability company (the "Conduit Seller"),
HARWOOD STREET FUNDING II, LLC, a Delaware limited liability company (the
"Conduit Seller II"; together with the Conduit Seller, the
"Conduit Sellers"; and together with Seller, the "Sellers")
and BANK ONE, NATIONAL ASSOCIATION, a national banking association, in its
capacity as the trustee (the "Trustee"). 


          WHEREAS,
the Seller wishes to establish a trust and two subtrusts and provide for the
allocation and sale of the beneficial interests therein and the maintenance and
distribution of the trust estate; 


          WHEREAS,
the Seller and the Conduit Sellers wish to sell to the Depositor, the Depositor
wishes to purchase from the Seller and the Conduit Sellers and to sell to the
Trustee, and the Trustee wishes to purchase, the Home Equity Loans; 


          WHEREAS,
the Servicer has agreed to service the Home Equity Loans, which constitute the
principal assets of the trust estate; 


          WHEREAS,
all things necessary to make the Certificates, when executed and authenticated
by the Trustee, valid instruments, and to make this Agreement a valid agreement,
in accordance with their and its terms, have been done; and 


          WHEREAS,
Bank One, National Association is willing to serve in the capacity of Trustee
hereunder. 


          NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the Depositor, the Seller, the Conduit Sellers, the Servicer, and the
Trustee hereby agree as follows: 


CONVEYANCE


          The
Seller with respect to the Seller Home Equity Loans, the Conduit Seller with
respect to the Conduit Home Equity Loans, and the Conduit Seller II with respect
to the Conduit II Home Equity Loans each hereby bargains, sells, conveys,
assigns and transfers to the Depositor, in trust, without recourse and for the
exclusive benefit of the Owners of the Certificates, all of its right, title and
interest in and to (a) all principal collected and interest due on the Home
Equity Loans on and after the Cut-Off Date and any and all other benefits
accruing from the Home Equity Loans which the Depositor is causing to be
delivered to the Custodian on behalf of the Trustee herewith, together with the
related Home Equity Loan documents and the Depositor’s interest in any
Property, and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; and (b) proceeds of all the foregoing (including,
but not by way of limitation, all proceeds of any mortgage insurance, flood
insurance, hazard insurance and title insurance policy relating to the Home
Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, rights to payment of any
and every kind, and other forms of obligations and receivables which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified herein (the "Home Equity
Loan Assets"). 


          The
Depositor, concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Trustee for the
benefit of the Owners of the Certificates, without recourse, all the right,
title and interest of the Depositor in and to the Trust Estate. 


          The
Trustee acknowledges such sale, accepts the trusts hereunder in accordance with
the provisions hereof and agrees to perform the duties herein in accordance with
the provisions of the Operative Documents. 


ARTICLE I



DEFINITIONS; RULES OF CONSTRUCTION


          
Section 1.01.     Definitions.


          For
all purposes of this Agreement, the following terms shall have the meanings set
forth below, unless the context clearly indicates otherwise: 


          
"Account": Any account established in accordance with Section 7.02 or 8.08
hereof.



          "Affiliate":
With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise and the terms "controlling" and "controlled"
have meanings correlative to the foregoing. 


          
"Agreement": This Pooling and Servicing Agreement, as it may be amended
from time to time, including the Exhibits and Schedules hereto.


          "Applied
Realized Loss Amounts": As to any Distribution Date and Certificate Group,
an amount equal to the excess, if any, of (i) the aggregate of the Certificate
Principal Balances of the Offered Certificates of a Certificate Group, after
giving effect to all distributions on such Distribution Date over (ii) the Group
Balance of the related Home Equity Loan Group as of the last day of the related
Remittance Period. 


          "Appraised
Value": The appraised value of any Property based upon the appraisal made
at the time of the origination of the related Home Equity Loan, or, in the case
of a Home Equity Loan which is a purchase money mortgage, the sales price of the
Property, if such sales price is less than such appraised value. 


          "Authorized
Officer": With respect to any Person, any officer of such Person who is
authorized to act for such Person in matters relating to this Agreement, and
whose action is binding upon such Person; with respect to the Depositor, the
Sellers and the Servicer, initially including those individuals whose names
appear on the lists of Authorized Officers delivered at the Closing; with
respect to the Trustee, any officer assigned to the Corporate Trust Office (or
any successor thereto), including any Vice President, Assistant Vice President,
Trust Officer, Assistant Secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration of
this Agreement or any other officers of the Trustee to whom a matter arising
under this Agreement may be referred. 


          
"Basic Principal Amount": With respect to the related Home Equity Loan
Group and each Distribution Date shall be the sum of (without
duplication):


		(a)	
the principal portion of all scheduled monthly payments on the Home Equity Loans
related to the Home Equity Loan Group actually received by the Servicer during
the related Remittance Period and any Prepayments on the Home Equity Loans made
by the Mortgagors of Home Equity Loans in the related Home Equity Loan Group and
actually received by the Servicer during the related Remittance Period in each
case to the extent the amounts are received by the Trustee on or prior to the
Monthly Remittance Date;




		(b)	the outstanding principal balance of each Home Equity
Loan in the related Home Equity Loan Group that was purchased by the Seller or
the Servicer on or prior to the related Monthly Remittance Date in each case to
the extent the amounts are received by the Trustee on or prior to the Monthly
Remittance Date;





		(c)	any Substitution Amounts relating to principal, delivered by the Seller on the
related Monthly Remittance Date in connection with a substitution of a Home
Equity Loan in the related Home Equity Loan Group, in each case to the extent
the amounts are received by the Trustee on or prior to the Monthly Remittance
Date;




		(d)	
all Net Liquidation Proceeds actually collected by or on behalf of the Servicer
with respect to the Home Equity Loans in the related Home Equity Loan Group
during the related Remittance Period (to the extent the Net Liquidation Proceeds
relate to principal) in each case to the extent the amounts are received by the
Trustee on or prior to the Monthly Remittance Date; and





		(e)	
the principal portion of the proceeds received by the Trustee with respect to
the related Home Equity Loan Group upon termination of the Trust.





          "Business
Day": Any day other than a Saturday, Sunday or a day on which commercial
banking institutions in New York, New York, Dallas, Texas, the city in which the
Corporate Trust Office is located or, with respect to the obligations of the
Custodian hereunder, the State of Texas or any other state where the principal
office of the Custodian is located, are authorized or obligated by law or
executive order to be closed. 


          
"Carryover Certificate": The Class MF-1, Class MF-2, Class BF Certificates and
the Group II Certificates.


          
"Certificate": Any one of the Offered Certificates, the Class X-IO Certificates
or the Class R Certificates, each representing the interests and the rights
described in this Agreement.


          "Certificate
Account": The segregated certificate account established in accordance with
Section 7.02(a) hereof and maintained at the Corporate Trust Office entitled
"Bank One, National Association, as Trustee on behalf of the Owners of the
Centex Home Equity Loan Trust 2002-A, Centex Home Equity Loan Asset-Backed
Certificates." The Certificate Account shall be an Eligible Account. 


          
"Certificate Group" or "Group": The Group I Certificates or the Group II
Certificates, as the case may be.


          
"Certificate Principal Balance": As of the Startup Day as to each of the
following Classes of Offered Certificates, the principal balances thereof, as
follows:


		
Class AF-l Certificates

Class AF-2 Certificates

Class AF-3 Certificates

Class AF-4 Certificates

Class AF-5 Certificates

Class AF-6 Certificates

Class MF-1 Certificates

Class MF-2 Certificates

Class BF Certificates

Class AV Certificates

Class MV-1 Certificates

Class MV-2 Certificates

Class BV Certificates	
-

-

-

-

-

-

-

-

-

-

-

-

-
	
$80,500,000

$40,000,000

$36,000,000

$40,500,000

 $9,040,000

$22,800,000

$15,300,000

$11,974,000

 $9,980,000

$204,103,000

$18,046,000

$10,578,000

$16,179,000     	





          As
of any time of determination after the Startup Day, with respect to a Class of
Offered Certificates, the Certificate Principal Balance of such Class as of the
Startup Day less the aggregate of all amounts actually distributed to such Class
in reduction of such Class’s Certificate Principal Balance pursuant to
Section 7.03 hereof on all prior Distribution Dates and, in the case of any
Class of Subordinate Certificates, reduced by any Applied Realized Loss Amounts
allocated to such Class on prior Distribution Dates. 


          The
Class X-IO Certificates and the Class R Certificates do not have a Certificate
Principal Balance. 


          "Certificate
Rate": Any of the Class AF-1 Certificate Rate, the Class AF-2 Certificate
Rate, the Class AF-3 Certificate Rate, the Class AF-4 Certificate Rate, the
Class AF-5 Certificate Rate, the Class AF-6 Certificate Rate, the Class AV
Certificate Rate, the Class MF-1 Certificate Rate, the Class MF-2 Certificate
Rate, the Class MV-1 Certificate Rate, the Class MV-2 Certificate Rate, the
Class BF Certificate Rate or the Class BV Certificate Rate. 


          
"CHEC": Centex Home Equity Company, LLC, a Delaware limited liability company,
formerly Centex Credit Corporation, a Nevada corporation.


          "Class"
Any class of the Offered Certificates or the Class X-IO Certificates or the
Class R Certificates. 


          "Class
AF-1 Certificate": Any one of the Certificates designated on the face
thereof as a Class AF-l Certificate, substantially in the form annexed hereto as
Exhibit A-1 authenticated and delivered by the Trustee, representing the right
to distributions as set forth herein and each evidencing an interest designated
as a "regular interest" in REMIC I created hereunder for purposes of
the REMIC Provisions. 


          
"Class AF-1 Certificate Rate": With respect to any Distribution Date and the
Class AF-1 Certificates, 2.91% per annum.


          "Class
AF-2 Certificate": Any one of the Certificates designated on the face
thereof as a Class AF-2 Certificate, substantially in the form annexed hereto as
Exhibit A-2 authenticated and delivered by the Trustee, representing the right
to distributions as set forth herein and each evidencing an interest designated
as a "regular interest" in REMIC I created hereunder for purposes of
the REMIC Provisions. 


          
"Class AF-2 Certificate Rate": With respect to any Distribution Date and the
Class AF-2 Certificates, 3.89% per annum.


          "Class
AF-3 Certificate": Any one of the Certificates designated on the face
thereof as a Class AF-3 Certificate, substantially in the form annexed hereto as
Exhibit A-3 authenticated and delivered by the Trustee, representing the right
to distributions as set forth herein and each evidencing an interest designated
as a "regular interest" in REMIC I created hereunder for purposes of
the REMIC Provisions. 


          
"Class AF-3 Certificate Rate": With respect to any Distribution Date and the
Class AF-3 Certificates, 4.64% per annum.


          "Class
AF-4 Certificate": Any one of the Certificates designated on the face
thereof as a Class AF-4 Certificate, substantially in the form annexed hereto as
Exhibit A-4 authenticated and delivered by the Trustee, representing the right
to distributions as set forth herein and each evidencing an interest designated
as a "regular interest" in REMIC I created hereunder for purposes of
the REMIC Provisions. 


          
"Class AF-4 Certificate Rate": With respect to any Distribution Date and the
Class AF-4 Certificates, 5.56% per annum.


          "Class
AF-5 Certificate": Any one of the Certificates designated on the face
thereof as a Class AF-5 Certificate, substantially in the form annexed hereto as
Exhibit A-5 authenticated and delivered by the Trustee, representing the right
to distributions as set forth herein and each evidencing an interest designated
as a "regular interest" in REMIC I created hereunder for purposes of
the REMIC Provisions. 


          
"Class AF-5 Certificate Rate": With respect to any Distribution Date and
the Class AF-5 Certificates, 5.98% per annum.


           "Class
AF-6 Calculation Percentage": For any Distribution Date will be the
fraction, expressed as a percentage, the numerator of which is the Certificate
Principal Balance of the Class AF-6 Certificates, and the denominator of which
is the total of the Certificate Principal Balances of the Group I Senior
Certificates, in each case before giving effect to any distributions in
reduction of the Certificate Principal Balances of the Group I Senior
Certificates pursuant to Section 7.03 hereof. 


          "Class
AF-6 Certificate": Any one of the Certificates designated on the face
thereof as a Class AF-6 Certificate, substantially in the form annexed hereto as
Exhibit A-6 authenticated and delivered by the Trustee, representing the right
to distributions as set forth herein and each evidencing an interest designated
as a "regular interest" in REMIC I created hereunder for purposes of
the REMIC Provisions. 


          
"Class AF-6 Certificate Rate": With respect to any Distribution Date and the
Class AF-6 Certificates, 5.54% per annum.


          "Class
AF-6 Lockout Distribution Amount": For any Distribution Date will be an
amount equal to the product of (1) the applicable Class AF-6 Lockout Percentage
for the Distribution Date, (2) the Class AF-6 Calculation Percentage and (3) the
Senior Principal Distribution Amount available for distribution with respect to
Group I for the Distribution Date. In no event shall the Class AF-6 Lockout
Distribution Amount exceed the outstanding Certificate Principal Balance of the
Class AF-6 Certificates or the Senior Principal Distribution Amount available
for distribution to Group I for the Distribution Date. 


          
"Class AF-6 Lockout Percentage": For each Distribution Date will be as follows:



      Distribution Date                     Lockout Percentage
February 2002 through January 2005                   0%
February 2005 through January 2007                  45%
February 2007 through January 2008                  80%
February 2008 through January 2009                 100%
February 2009 and thereafter                       300%



          "Class
AV Certificate": Any one of the Certificates designated on the face thereof
as a Class AV Certificate, substantially in the form annexed hereto as Exhibit
A-7 authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and each evidencing an interest designated as
a "regular interest" in REMIC I created hereunder for purposes of the
REMIC Provisions. 


          "Class
AV Certificate Rate": With respect to any Distribution Date and the Class
AV Certificates, the lesser of (A) the sum of (1) LIBOR and (2) 0.30% per
annum and (B) the Group II Net WAC Cap for the Distribution Date. 


          
"Class B Certificate": Any of the Class BF Certificates or the Class BV
Certificates, as applicable.


          "Class
B Principal Distribution Amount": For any Group, with respect to any
Distribution Date on or after the related Stepdown Date and so long as the
applicable Trigger Event is not in effect, an amount equal to the excess of (1)
the sum of (A) the aggregate Certificate Principal Balance of the related Senior
Certificates (after giving effect to the distribution of the related Senior
Principal Distribution Amount on such Distribution Date), (B) the Certificate
Principal Balance of the related Class M-1 Certificates (after giving effect to
the distribution of the related Class M-1 Principal Distribution Amount on such
Distribution Date), (C) the Certificate Principal Balance of the related Class
M-2 Certificates (after giving effect to the distribution of the related Class
M-2 Principal Distribution Amount on such Distribution Date) and (D) the
Certificate Principal Balance of the related Class B Certificates immediately
prior to such Distribution Date, over (2) the lesser of (A) 96.00% of the
related Group Balance as of the last day of the related Remittance Period and
(B) the related Group Balance as of the last day of the related Remittance
Period minus the related OC Floor, provided, however, that after the Certificate
Principal Balances of the related Senior, Class M-1 and Class M-2 Certificates
are reduced to zero, the Class B Principal Distribution Amount for such Group
and Distribution Date will equal 100% of the Principal Distribution Amount for
such Group. 


          "Class
BF Certificate": Any one of the Certificates designated on the face thereof
as a Class BF Certificate, substantially in the form annexed hereto as Exhibit
A-12 authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and each evidencing an interest designated as
a "regular interest" in REMIC I created hereunder for purposes of the
REMIC Provisions. 


          "Class
BF Certificate Rate": With respect to any Distribution Date and the Class
BF Certificates, the lesser of (A) 6.73% per annum and (B) the Group I Net WAC
Cap for the Distribution Date. 


          "Class
BV Certificate": Any one of the Certificates designated on the face thereof
as a Class BV Certificate, substantially in the form annexed hereto as Exhibit
A-13 authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and each evidencing an interest designated as
a "regular interest" in REMIC I created hereunder for purposes of the
REMIC Provisions. 


          "Class
BV Certificate Rate": With respect to any Distribution Date and the Class
BV Certificates, the lesser of (A) the sum of LIBOR and (2) 2.25% per annum (B)
the Group II Net WAC Cap for the Distribution Date. 


          "Class
Interest Carryover Shortfall": As to any Class of Offered Certificates and
any Distribution Date, an amount equal to the sum of (i) the excess of the
related Class Monthly Interest Amount for the preceding Distribution Date and
any outstanding Class Interest Carryover Shortfall with respect to such Class on
any preceding Distribution Date, over the amount in respect of interest that is
actually distributed to the Owners of such Class on such preceding Distribution
Date plus (ii) one month’s interest on such excess, to the extent permitted
by law, at the related Certificate Rate. 


          
"Class M-1 Certificate": Any of the Class MF-1 Certificates or the Class MV-1
Certificates, as applicable.


          "Class
M-1 Principal Distribution Amount": For any Group, with respect to any
Distribution Date on or after the related Stepdown Date, (x) 100% of the
Principal Distribution Amount for such Group if the Certificate Principal
Balance of each Class of related Senior Certificates has been reduced to zero
and the applicable Trigger Event exists, or (y) if the applicable Trigger Event
is not in effect, the excess of (1) the sum of (A) the aggregate Certificate
Principal Balance of the related Senior Certificates (after giving effect to
distributions of the related Senior Principal Distribution Amount for such
Distribution Date) and (B) the Certificate Principal Balance of the related
Class M-1 Certificates immediately prior to such Distribution Date over (2) the
lesser of (A) (x) in the case of Group I, 79.50% and (y) in the case of Group
II, 74.50% of the related Group Balance as of the last day of the related
Remittance Period and (B) the related Group Balance as of the last day of the
related Remittance Period minus the related OC Floor. 


          
"Class M-2 Certificate": Any of the Class MF-2 Certificates or the Class MV-2
Certificates, as applicable.


          "Class
M-2 Principal Distribution Amount": For any Group, with respect to any
Distribution Date on or after the related Stepdown Date, (x) 100% of the
Principal Distribution Amount for such Group if the aggregate Certificate
Principal Balance of each of the related Senior and related Class M-1
Certificates has been reduced to zero and the applicable Trigger Event exists,
or (y) if the applicable Trigger Event is not in effect, the excess of (1) the
sum of (A) the aggregate Certificate Principal Balance of the related Senior
Certificates (after giving effect to distributions of the related Senior
Principal Distribution Amount for such Distribution Date), (B) the Certificate
Principal Balance of the related Class M-1 Certificates (after giving effect to
distribution of the related Class M-1 Principal Distribution Amount for such
Distribution Date) and (C) the Certificate Principal Balance of the related
Class M-2 Certificates immediately prior to such Distribution Date over (2) the
lesser of (A) (x) in the case of Group I, 88.50% and (y) in the case of Group
II, 83.00% of the related Group Balance as of the last day of the related
Remittance Period and (B) the related Group Balance as of the last day of the
related Remittance Period minus the related OC Floor. 


          "Class
MF-1 Certificate": Any one of the Certificates designated on the face
thereof as a Class MF-1 Certificate, substantially in the form annexed hereto as
Exhibit A-8 authenticated and delivered by the Trustee, representing the right
to distributions as set forth herein and each evidencing an interest designated
as a "regular interest" in REMIC I created hereunder for purposes of
the REMIC Provisions. 


          "Class
MF-1 Certificate Rate": With respect to any Distribution Date and the Class
MF -1 Certificates, the lesser of (A) 6.14% per annum and (B) the Group I
Net WAC Cap for the Distribution Date. 


          "Class
MF-2 Certificate": Any one of the Certificates designated on the face
thereof as a Class MF-2 Certificate, substantially in the form annexed hereto as
Exhibit A-9 authenticated and delivered by the Trustee, representing the right
to distributions as set forth herein and each evidencing an interest designated
as a "regular interest" in REMIC I created hereunder for purposes of
the REMIC Provisions. 


          "Class
MF-2 Certificate Rate": With respect to any Distribution Date and the Class
MF-2 Certificates, the lesser of (A) 6.54% per annum and (B) the Group I Net WAC
Cap for the Distribution Date. 


          "Class
MV-1 Certificate": Any one of the Certificates designated on the face
thereof as a Class MV-1 Certificate, substantially in the form annexed hereto as
Exhibit A-10 authenticated and delivered by the Trustee, representing the right
to distributions as set forth herein and each evidencing an interest designated
as a "regular interest" in REMIC I created hereunder for purposes of
the REMIC Provisions. 


          "Class
MV-1 Certificate Rate": With respect to any Distribution Date and the Class
MV-1 Certificates, the lesser of (A) the sum of (1) LIBOR and (2) 0.85% per
annum and (B) the Group II Net WAC Cap for the Distribution Date. 


          "Class
MV-2 Certificate": Any one of the Certificates designated on the face
thereof as a Class MV-2 Certificate, substantially in the form annexed hereto as
Exhibit A-11 authenticated and delivered by the Trustee, representing the right
to distributions as set forth herein and each evidencing an interest designated
as a "regular interest" in REMIC I created hereunder for purposes of
the REMIC Provisions. 


          "Class
MV-2 Certificate Rate": With respect to any Distribution Date and the Class
MV-2 Certificates, the lesser of (A) the sum of (1) LIBOR and (2) 1.38% per
annum and (B) the Group II Net WAC Cap for the Distribution Date. 


          "Class
Monthly Interest Amount": With respect to each Class of Offered
Certificates means, with respect to any Distribution Date, the aggregate amount
of interest accrued during the related Interest Period at the related
Certificate Rate on the Certificate Principal Balance of the Class of Offered
Certificates. 


          "Class
Principal Carryover Shortfall": As to any Class of Subordinate Certificates
and any Distribution Date, the excess, if any, of (i) the sum of (x) the amount
of the reduction in the Certificate Principal Balance of that Class of
Subordinate Certificates on such Distribution Date as a result of the
application of Applied Realized Loss Amounts and (y) the amount of such
reductions on prior Distribution Dates over (ii) the amount distributed in
respect of the Class Principal Carryover Shortfall to such Class of Subordinate
Certificates on prior Distribution Dates. 


          "Class
Principal Distribution Amount": Either the related Senior Principal
Distribution Amount, the related Class M-1 Principal Distribution Amount, the
related Class M-2 Principal Distribution Amount or the related Class B Principal
Distribution Amount of the applicable Group, as the case may be. 


          "Class
R Certificate": Any one of the Certificates designated on the face thereof
as a Class R Certificate, substantially in the form annexed hereto as Exhibit C,
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein. For the purposes of the REMIC Provisions, the
Class R Certificate shall evidence (i) an interest designated as the Class R-1
Certificate which is the "residual interest" in REMIC I and (ii) an
interest designated as the Class R-2 Certificate which is the "residual
interest" in REMIC II. The Owner of the Class R Certificate shall be
entitled to separate such Certificate into its component Class R-1 and Class R-2
parts, as further described in the Class R Certificate attached hereto as
Exhibit C. 


          "Class
X-IO Certificate": Any one of the Certificates designated on the face
thereof as a Class X-IO Certificate, substantially in the form annexed hereto as
Exhibit B, authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein, and evidencing an interest designated as a
"regular interest" in REMIC I created hereunder for the purposes of
the REMIC Provisions. 


          "Class
X-IO Distribution Amount": With respect to any Distribution Date, the
lesser of (i) the aggregate funds, if any, remaining after the making of all
applications, transfers and disbursements described in Sections 7.03(b)(A)(1)
through 7.03(b)(C)(8) hereof and (ii) the amounts described in footnote (6) of
Section 2.08(b) for the current and for all prior Distribution Dates less
amounts distributed to the Class X-IO Certificates on prior Distribution Dates
pursuant to Sections 7.03(b)(C)(9) and (13). 


          "Clean-Up
Call Date": The first Distribution Date following the last day of the
Remittance Period on which the aggregate Loan Balance of all the Home Equity
Loans has declined to 20% or less of the aggregate Loan Balance of the Home
Equity Loans as of the Cut-Off Date. 


          
"Closing": As defined in Section 4.02 hereof.


          "Closing
Date Deposit": $190, which shall be payable by or on behalf of the
Depositor, deposited in the Certificate Account, and paid as a part of the
Principal Distribution Amount with respect to Group II on the first Distribution
Date. 


          
"Code": The Internal Revenue Code of 1986, as amended.


          
"Commission": The Securities and Exchange Commission.


          
"Compensating Interest": As defined in Section 8.10(a) hereof.


          
"Conduit Home Equity Loans": The home equity loans listed on the Conduit
Schedule of Home Equity Loans.


          "Conduit
II Home Equity Loans": The home equity loans listed on the Conduit II
Schedule of Home Equity Loans. 


          
"Conduit Schedule of Home Equity Loans": The Schedule of Home Equity Loans
attached as Schedule I-D hereto.


          
"Conduit II Schedule of Home Equity Loans": The Schedule of Home Equity Loans
attached as Schedule I-E hereto.


          
"Conduit Seller": CHEC Conduit Funding, LLC, a Delaware limited liability
company.


          
"Conduit Sellers": The Conduit Seller and Conduit Seller II.


          
"Conduit Seller II": Harwood Street Funding II, LLC, a Delaware limited
liability company.


          
"Conduit Servicer": CHEC in its capacity as servicer with respect to the Conduit
Warehousing Facility.


          
"Conduit Servicer II": CHEC in its capacity as servicer with respect to the
Conduit II Warehousing Facility.


          
"Conduit Servicers": The Conduit Servicer and Conduit Servicer II.


          
"Conduit Warehousing Facility": The Purchase Agreement dated November 16, 1999
among CHEC Conduit Funding, LLC, CHEC, Citibank, N.A., certain investors,
Citicorp North America, Inc., as Investor Agent, Credit Lyonnais New York
Branch, as Investor Agent, and BMO Nesbitt Burns Corp., as Investor Agent, and
Citicorp North America, Inc., as Agent, as amended.


          "Conduit
II Warehousing Facility": The Mortgage Loan Purchase and Servicing
Agreement dated February 6, 2001 among Harwood Street Funding II, LLC, CHEC and
Centex Corporation, as amended. 


          "Corporate
Trust Office": The principal office of the Trustee at 1 Bank One Plaza,
Suite IL1-0481, Chicago, Illinois 60670, Attn: Global Corporate Trust Services
(as of the Startup Day), or at such other address as the Trustee may designate
by notice to the Depositor, the Seller, the Servicer and the Owners, or the
principal office of any successor Trustee hereunder. 


          
"Coupon Rate": The rate of interest borne by each Note from time to time.


          "Cram
Down Loss": With respect to a Home Equity Loan, if a court of appropriate
jurisdiction in an insolvency proceeding shall have issued an order reducing the
Loan Balance of such Home Equity Loan, the amount of such reduction. A
"Cram Down Loss" shall be deemed to have occurred on the date of
issuance of such order. 


          
"Custodial Agreement": The Custodial Agreement dated as of January 1, 2002
between the Custodian, the Servicer and the Trustee.


          
"Custodian": Bank One Trust Company, N.A., as Custodian on behalf of the Trustee
pursuant to the Custodial Agreement and any successor Custodian.


          "Cut-Off
Date": The later of (i) the close of business on December 31, 2001 and (ii)
the date of origination with respect to a Home Equity Loan, but in no event
later than the Startup Day. 


          
"Delinquency Advance": As defined in Section 8.09(a) hereof.


          "Delinquency
Event": A Delinquency Event shall have occurred and be continuing if at any
time the 60+ Delinquency Percentage (Rolling Three Month) for a Home Equity Loan
Group exceeds 50% of the Senior Enhancement Percentage of such Home Equity Loan
Group. 


          "Delinquent":
A Home Equity Loan is "Delinquent" if any payment due thereon is not
made by the Mortgagor by the close of business on the related Due Date. A Home
Equity Loan is "30 days Delinquent" if such payment has not been
received by the close of business on the corresponding day of the month
immediately succeeding the month in which such payment was due, or, if there is
no such corresponding day (e.g., as when a 30-day month follows a 31-day month
in which a payment was due on the 31st day of such month) then on the last day
of such immediately succeeding month. Similarly for "60 days
Delinquent," "90 days Delinquent" and so on. 


          "Delivery
Order": The delivery order in the form set forth as Exhibit G hereto and
delivered by the Depositor to the Trustee on the Startup Day pursuant to Section
4.01 hereof. 


          
"Depositor": CHEC Funding, LLC, a Delaware limited liability company, or any
successor thereto.


          
"Depository": The Depository Trust Company, 7 Hanover Square, New York, New
York, 10004, and any successor Depository.


          "Designated
Depository Institution": With respect to the Principal and Interest
Account, a trust account maintained by the trust department of a federal or
state chartered depository institution, acting in its fiduciary capacity, having
combined capital and surplus of at least $100,000,000; provided, however, that
if the Principal and Interest Account is not maintained with the Trustee, (i)
such institution shall have a long-term debt rating of at least "A" by
Standard & Poor’s, "A2" by Moody’s and, if rated by
Fitch, "A" by Fitch and (ii) the Servicer shall provide the Trustee
with a statement, which the Trustee will send to the Owners, identifying the
location and account information of the Principal and Interest Account upon a
change in the location of such account. 


          
"Determination Date": The 15th day of each month, or if such day is not a
Business Day, the preceding Business Day, commencing in February 2002.


          "Direct
Participant" or "DTC Participant": Any broker-dealer, bank or
other financial institution for which the Depository holds Offered Certificates
from time to time as a securities depository. 


          "Disqualified
Organization": The meaning set forth from time to time in the definition
thereof at Section 860E(e)(5) of the Code (or any successor statute thereto) and
applicable to the Trust. 


          "Distribution
Date": Any date on which the Trustee is required to make distributions to
the Owners, which shall be the 25th day of each month or if such day is not a
Business Day, the next Business Day thereafter, commencing in the month
following the Startup Day. The first Distribution Date will be February 25,
2002. 


          "Due
Date": With respect to any Home Equity Loan, the date on which the Monthly
Payment with respect to such Home Equity Loan is required to be paid pursuant to
the related Note exclusive of any days of grace. 


          "Eligible
Account": Either (A) a segregated account or accounts maintained with an
institution whose deposits are insured by the FDIC, the unsecured and
uncollateralized debt obligations of which institution shall be rated AA or
higher by Standard & Poor’s and, in the case of any institution other
than Bank One, National Association, Aa2 or higher by Moody’s and, if rated
by Fitch, A- or higher by Fitch, (in the case of its long-term obligations), and
in the highest short term rating category by each of Standard & Poor’s,
Moody’s and, if rated by Fitch, Fitch (in the case of its short-term
obligations), and which is (i) a federal savings and loan association duly
organized, validly existing and in good standing under the federal banking laws,
(ii) an institution duly organized, validly existing and in good standing under
the applicable banking laws of any state, (iii) a national banking association
duly organized, validly existing and in good standing under the federal banking
laws, (iv) a principal subsidiary of a bank holding company, or (v) approved in
writing by each of the Rating Agencies or (B) a segregated trust account or
accounts maintained with the Corporate Trust Office of the Trustee, or the trust
department of a federal or state chartered depository institution acceptable to
each Rating Agency, having capital and surplus of not less than $100,000,000,
acting in its fiduciary capacity. 


          
"Eligible Investments": Those investments so designated pursuant to Section 7.07
hereof.


          "Excess
Interest": As to any Group and Distribution Date, the sum of (A) the
interest amounts remaining for the Group, if any, after the application of
payments pursuant to clauses 1 through 5 of clause A. of Section 7.03(b) and (B)
the Excess Overcollateralization Amount for the related Group (after taking into
account the payment of the related Principal Distribution Amount for such Group
on such Distribution Date). 


          "Excess
Overcollateralization Amount": As to any Group and Distribution Date, the
lesser of (i) the Basic Principal Amount for such Group and Distribution Date
and (ii) the excess, if any, of (x) the Overcollateralization Amount for such
Group (assuming 100% of the related Basic Principal Amount is distributed on the
Offered Certificates of the related Group) over (y) the Required
Overcollateralization Amount for such Group. 


          
"Exchange Act": The Securities Exchange Act of 1934, as amended.


          
"FDIC": The Federal Deposit Insurance Corporation, a corporate instrumentality
of the United States, or any successor thereto.


          "FHLMC":
The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
United States created pursuant to the Emergency Home Finance Act of 1970, as
amended, or any successor thereof. 


          "File":
The documents delivered to the Custodian on behalf of the Trustee pursuant to
Section 3.05(b) hereof pertaining to a particular Home Equity Loan and any
additional documents required to be added to the File pursuant to this
Agreement. 


          
"Final Certification": As defined in Section 3.06(c) hereof.


          
"Final Determination": As defined in Section 9.03(a) hereof.


          "Final
Recovery Determination": With respect to any defaulted Home Equity Loan or
REO Property (other than a Home Equity Loan purchased by the Seller, the
Depositor or the Servicer), a determination made by the Servicer that all
recoveries which the Servicer, in its reasonable business judgment, expects to
be finally recoverable in respect thereof have been so recovered or that the
Servicer believes in its reasonable business judgment the cost of obtaining any
additional recoveries therefrom would exceed the amount of such recoveries. The
Servicer shall maintain records of each Final Recovery Determination. 


          
"Final Scheduled Distribution Date": As set out in Section 2.08(d) hereof with
respect to each Certificate.


          
"First Mortgage Loan": A Home Equity Loan which constitutes a first priority
mortgage lien with respect to any Property.


          
"Fitch": Fitch, Inc. or any successor thereto.


          
"Fixed Rate Certificates": Any of the Group I Certificates.


          "FNMA":
The Federal National Mortgage Association, a federally-chartered and
privately-owned corporation existing under the Federal National Mortgage
Association Charter Act, as amended, or any successor thereof. 


          "FNMA
Guide": FNMA’s Servicing Guide, as the same may be amended by FNMA
from time to time. 


          "Group
Balance": With respect to any date and Home Equity Loan Group, the
aggregate of the Loan Balances of all Home Equity Loans of the related Home
Equity Loan Group as of such date. 


          "Group
I": With respect to the Home Equity Loans, the pool of Home Equity Loans
identified in the related Schedule of Home Equity Loans as having been assigned
to Group I in Schedule I-A hereto, including any Qualified Replacement Mortgages
delivered in replacement thereof. Group I refers, with respect to the Conduit
Home Equity Loans, to the Home Equity Loans listed in the Conduit Schedule of
Home Equity Loans that are also assigned to Group I in Schedule I-A hereto, with
respect to the Conduit II Home Equity Loans, to the Home Equity Loans listed in
the Conduit II Schedule of Home Equity Loans that are also assigned to Group I
in Schedule I-A hereto, and with respect to the Seller Home Equity Loans, to the
Home Equity Loans listed in the Seller Schedule of Home Equity Loans that are
also assigned to Group I in Schedule I-A hereto. With respect to the Offered
Certificates, the related Class or Classes of Group I Certificates, as the
context requires. 


          "Group
I Certificates": Any of the Class AF-1 Certificates, Class AF-2
Certificates, Class AF-3 Certificates, Class AF-4 Certificates, Class AF-5
Certificates, Class AF-6 Certificates, Class MF-1 Certificates, Class MF-2
Certificates and Class BF Certificates. 


          "Group
I Monthly Interest Amount": As of any Monthly Remittance Date, (A) the sum,
without duplication, of clauses (i) through (iv) of the definition of Group I
Monthly Remittance Amount; minus (B) any amounts netted from the foregoing or
withdrawn from the Principal and Interest Account by the Servicer as permitted
by this Agreement. 


          "Group
I Monthly Remittance Amount": As of any Monthly Remittance Date, (A) the
sum, without duplication, of (i) all interest received (including any related
Delinquency Advances) during the related Remittance Period with respect to the
Home Equity Loans in Group I (net of the Group I Servicing Fee), (ii) all
Compensating Interest paid by the Servicer on such Monthly Remittance Date with
respect to Group I, (iii) the portion of the Loan Purchase Price amounts, and
Substitution Amounts relating to interest on the Home Equity Loans in Group I
paid by CHEC or the Servicer on or prior to such Monthly Remittance Date,
(iv) the interest portion of all Net Liquidation Proceeds actually
collected by the Servicer with respect to the Home Equity Loans in Group I
during the related Remittance Period, (v) the principal actually collected by
the Servicer with respect to Home Equity Loans in Group I during the related
Remittance Period, (vi) the outstanding principal balance of each Home Equity
Loan in Group I that was purchased from the Trustee on or prior to such Monthly
Remittance Date, to the extent such outstanding principal balance was actually
deposited in the Principal and Interest Account on or prior to such Monthly
Remittance Date, (vii) any Substitution Amounts relating to principal delivered
by CHEC in connection with a substitution of a Home Equity Loan in Group I, to
the extent such Substitution Amounts were actually deposited in the Principal
and Interest Account on or prior to such Monthly Remittance Date, (viii) the
principal portion of all Net Liquidation Proceeds actually collected by the
Servicer with respect to Home Equity Loans in Group I during the related
Remittance Period and (ix) the amount of investment losses required to be
deposited pursuant to Section 8.08(b); minus (B) any amounts netted from the
foregoing or withdrawn from the Principal and Interest Account by the Servicer
as permitted by this Agreement. 


          "Group
I Net WAC Cap": With respect to any Distribution Date, a rate per annum
equal to the weighted average of the Net Coupon Rates on the Group I Home Equity
Loans as of the beginning of the related Remittance Period. 


          "Group
I Net WAC Cap Carryover": For any Class of Group I Subordinate
Certificates, the sum of (A) the excess of (1) the amount of interest that the
Class MF-1, Class MF-2 or Class BF Certificates, as applicable, would otherwise
be entitled to receive on the Distribution Date had the Certificate Rate for
such Class been calculated at the Certificate Rate for such Class and
Distribution Date without regard to the Group I Net WAC Cap over (2) the amount
of interest payable on such Class at the respective Certificate Rate for such
Class for the Distribution Date and (B) the excess described in clause (A) for
such Class for all previous Distribution Dates (including any interest accrued
on that amount at the related Certificate Rate without regard to the Group I Net
WAC Cap) not previously paid to such Class. 


          "Group
I Senior Certificates": Collective reference to the Class AF-1
Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, the
Class AF-4 Certificates, the Class AF-5 Certificates and the Class AF-6
Certificates. 


          
"Group I Subordinate Certificates": Collective reference to the Class MF-1
Certificates, the Class MF-2 Certificates and the Class BF Certificates.


          "Group
II": With respect to the Home Equity Loans, the pool of Home Equity Loans
identified in the related Schedule of Home Equity Loans as having been assigned
to Group II in Schedule I-B hereto, including any Qualified Replacement
Mortgages delivered in replacement thereof. Group II refers, with respect to the
Conduit Home Equity Loans, to the Home Equity Loans listed in the Conduit
Schedule of Home Equity Loans that are also assigned to Group II in Schedule I-B
hereto, with respect to the Conduit II Home Equity Loans, to the Home Equity
Loans listed in the Conduit II Schedule of Home Equity Loans that are also
assigned to Group II in Schedule I-B hereto, and with respect to the Seller Home
Equity Loans, to the Home Equity Loans listed in the Seller Schedule of Home
Equity Loans that are also assigned to Group II in Schedule I-B hereto. With
respect to the Offered Certificates, the related Class or Classes of Group II
Certificates, as the context requires. 


          
"Group II Certificates": Any of the Class AV Certificates, Class MV-1
Certificates, Class MV-2 Certificates and Class BV Certificates.


          "Group
II Monthly Interest Amount": As of any Monthly Remittance Date, (A) the
sum, without duplication, of clauses (i) through (iv) of the definition of Group
II Monthly Remittance Amount; minus (B) any amounts netted from the foregoing or
withdrawn from the Principal and Interest Account by the Servicer as permitted
by this Agreement. 


          "Group
II Monthly Remittance Amount": As of any Monthly Remittance Date, (A) the
sum, without duplication, of (i) all interest received (including any related
Delinquency Advances) during the related Remittance Period with respect to the
Home Equity Loans in Group II (net of the Group II Servicing Fee), (ii) all
Compensating Interest paid by the Servicer on such Monthly Remittance Date with
respect to Group II, (iii) the portion of the Loan Purchase Price amounts and
Substitution Amounts relating to interest on the Home Equity Loans in Group II
paid by CHEC or the Servicer on or prior to such Monthly Remittance Date, (iv)
the interest portion of all Net Liquidation Proceeds actually collected by the
Servicer with respect to the Home Equity Loans in Group II during the related
Remittance Period, (v) the principal actually collected by the Servicer with
respect to Home Equity Loans in Group II during the related Remittance Period,
(vi) the outstanding principal balance of each Home Equity Loan in Group II that
was purchased from the Trustee on or prior to such Monthly Remittance Date, to
the extent such outstanding principal balance was actually deposited in the
Principal and Interest Account on or prior to such Monthly Remittance Date,
(vii) any Substitution Amounts relating to principal delivered by CHEC in
connection with a substitution of a Home Equity Loan in Group II, to the extent
such Substitution Amounts were actually deposited in the Principal and Interest
Account on or prior to such Monthly Remittance Date, (viii) the principal
portion of all Net Liquidation Proceeds actually collected by the Servicer with
respect to Home Equity Loans in Group II during the related Remittance Period
and (ix) the amount of investment losses required to be deposited pursuant to
Section 8.08(b); minus (B) any amounts netted from the foregoing or withdrawn
from the Principal and Interest Account by the Servicer as permitted by this
Agreement. 


          "Group
II Net WAC Cap": With respect to any Distribution Date, will be a rate per
annum equal to the product of (a) the weighted average of the Net Coupon Rates
on the Group II Home Equity Loans as of the beginning of the related Remittance
Period and (b) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days in the related Interest Period, adjusted as
appropriate for day-counting conventions. 


          "Group
II Net WAC Cap Carryover": For any Class of Group II Certificates, the sum
of (A) the excess of (1) the amount of interest the applicable Class of Group II
Certificates would otherwise be entitled to receive on the Distribution Date had
its Certificate Rate been calculated at the Certificate Rate for such Class and
Distribution Date without regard to the Group II Net WAC Cap over (2) the amount
of interest payable on such Class at the Certificate Rate for such Class for the
Distribution Date and (B) the excess described in clause (A) for such Class for
all previous Distribution Dates (including any interest accrued thereon at the
related Certificate Rate without regard to the Group II Net WAC Cap) not
previously paid to such Class. 


          
"Group II Senior Certificates": The Class AV Certificates.


          
"Group II Subordinate Certificates": Collective reference to the Class MV-1
Certificates, the Class MV-2 Certificates and Class BV Certificates.


          
"Highest Lawful Rate": As defined in Section 11.13 hereof.


          
"Home Equity Loan Assets": The meaning set forth under the heading "CONVEYANCE"
herein.


          "Home
Equity Loan Group" or "Group": Group I or Group II, as the case
may be. References herein to the related Class of Offered Certificates, when
used with respect to a Home Equity Loan Group or Group, shall mean (A) in the
case of Group I, the related Class of Group I Certificates and (B) in the case
of Group II, the related Class of Group II Certificates. 


          "Home
Equity Loans": The Conduit Home Equity Loans, the Conduit II Home Equity
Loans and/or the Seller Home Equity Loans, as applicable, together with any
Qualified Replacement Mortgages substituted therefor in accordance with this
Agreement, as from time to time are held as a part of the Trust Estate. Where
applicable, the term "Home Equity Loan" includes (i) the terms
"First Mortgage Loan" and "Second Mortgage Loan", and (ii)
any Home Equity Loan which is Delinquent, relates to a foreclosure or relates to
a Property which is REO Property prior to such REO Property’s disposition
by the Trust. Any home equity loan which, although intended by the parties
hereto to have been, and which purportedly was, transferred and assigned to the
Trust by the Depositor, in fact was not transferred and assigned to the Trust
for any reason whatsoever, including, without limitation, the incorrectness of
the statement set forth in Section 3.04(b)(x) hereof with respect to such home
equity loan, shall nevertheless be considered a "Home Equity Loan" for
all purposes of this Agreement. 


          
"Indirect Participant": Any financial institution for whom any Direct
Participant holds an interest in an Offered Certificate.


          "Insurance
Policy": Any hazard, flood, title or primary mortgage insurance policy
relating to a Home Equity Loan plus any amount remitted under Section 8.11
hereof. 


          "Interest
Period": With respect to each Distribution Date and (i) the Fixed Rate
Certificates, the period from the first day of the calendar month preceding the
month of the Distribution Date through the last day of the calendar month with
interest accruing on the basis of a 360-day year consisting of twelve 30-day
months; and (ii) the Variable Rate Certificates, the period from and including
the preceding Distribution Date (or the Startup Day in the case of the first
Distribution Date) to and including the day preceding the related Distribution
Date with interest accruing on the basis of the actual number of days elapsed in
the related Interest Period and a year of 360 days. 


          "LIBOR":
With respect to any Interest Period for the Group II Certificates, the rate
determined by the Trustee on the related LIBOR Determination Date on the basis
of the offered rate for one-month U.S. dollar deposits as such rate appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on such date; provided that if
such rate does not appear on Telerate Page 3750, the rate for such date will be
determined on the basis of the rates at which one-month U.S. dollar deposits are
offered by the Reference Banks at approximately 11:00 a.m. (London time) on such
date to prime banks in the London interbank market. In such event, the Trustee
will request the principal London office of each of the Reference Banks to
provide a quotation of its rate. If at least two such quotations are provided,
the rate for that date will be the arithmetic mean of the quotations (rounded
upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two
quotations are provided as requested, the rate for that date will be the
arithmetic mean of the rates quoted by major banks in New York City, selected by
the Servicer, at approximately 11:00 a.m. (New York City time) on such date for
one-month U.S. dollar loans to leading European banks. 


          "LIBOR
Determination Date": With respect to any Interest Period for the Group II
Certificates, the second London Business Day preceding the commencement of such
Interest Period. 


          
"Liquidated Loan": A Home Equity Loan as to which a Final Recovery Determination
has been made.


          "Liquidation
Proceeds": With respect to any Liquidated Loan, all amounts (including the
proceeds of any Insurance Policy) recovered by the Servicer in connection with
such Liquidated Loan, whether through trustee’s sale, foreclosure sale or
otherwise. 


          "Loan
Balance": With respect to each Home Equity Loan and as of any date of
determination, the actual outstanding principal balance thereof on the Cut-Off
Date or relevant Replacement Cut-Off Date with respect to a Qualified
Replacement Mortgage less any principal payments relating to such Home Equity
Loan included in previous Monthly Remittance Amounts, provided, however, that
the Loan Balance for any Home Equity Loan that has become a Liquidated Loan
shall be zero as of the first day of the Remittance Period following the
Remittance Period in which such Home Equity Loan becomes a Liquidated Loan, and
at all times thereafter. 


          "Loan
Purchase Price": With respect to any Home Equity Loan purchased from the
Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b)
or 8.10(b) hereof, an amount equal to the outstanding principal balance of such
Home Equity Loan as of the date of purchase (assuming that the Monthly
Remittance Amount remitted by the Servicer on such Monthly Remittance Date has
already been remitted), plus all accrued and unpaid interest on such Home Equity
Loan at the Coupon Rate to but not including the date of such purchase together
with (without duplication) the aggregate amounts of (i) all unreimbursed
Delinquency Advances and Servicing Advances theretofore made with respect to
such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has
theretofore failed to remit with respect to such Home Equity Loan and (iii) all
reimbursed Delinquency Advances and Servicing Advances to the extent that
reimbursement is not made from the Mortgagor. 


          "Loan-to-Value
Ratio": As of any particular date (i) with respect to any First Mortgage
Loan, the percentage obtained by dividing the Appraised Value into the original
principal balance of the Note relating to such First Mortgage Loan and (ii) with
respect to any Second Mortgage Loan, the percentage obtained by dividing the
Appraised Value as of the date of origination of such Second Mortgage Loan into
an amount equal to the sum of (a) the remaining principal balance of the Senior
Lien relating to such Second Mortgage Loan as of the date of origination of the
related Second Mortgage Loan and (b) the original principal balance of the Note
relating to such Second Mortgage Loan. 


          
"London Business Day": Any day on which dealings in deposits of United States
dollars are transacted in the London interbank market.


          "Manufactured
Home": A unit of manufactured housing, including all accessions thereto,
securing the indebtedness of the Mortgagor under the related Home Equity Loan
treated as real estate under applicable state law. 


          "Maximum
Rate": With respect to any Home Equity Loan in Group II, means the maximum
rate at which interest may accrue on such Home Equity Loan. 


          
"Monthly Payment": With respect to any Home Equity Loan and any Remittance
Period, the payment of principal, if any, and interest due on the Due Date in
such Remittance Period pursuant to the related Note.


          
"Monthly Remittance Amount": The sum of the Group I Monthly Remittance Amount
and the Group II Monthly Remittance Amount.


          
"Monthly Remittance Date": The 18th day of each month, or if the 18th day is not
a Business Day, the preceding Business Day.


          
"Moody's": Moody's Investors Service, Inc. or any successor thereto.


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


          
"Mortgagor": Each obligor on a Note.


          "Net
Coupon Rate": With respect to any Home Equity Loan in Group I or Group II,
means a rate per annum equal to the Coupon Rate of such Home Equity Loan minus
the sum of (i) the rate at which the Servicing Fee accrues and (ii) the rate at
which the Trustee Fee accrues (expressed as a per annum percentage of the
aggregate Loan Balance of the Home Equity Loans in Group I or Group II, as
applicable). 


          "Net
Liquidation Proceeds": As to any Liquidated Loan, Liquidation Proceeds net
of expenses incurred by the Servicer (including unreimbursed Servicing Advances)
in connection with the liquidation of such Home Equity Loan and unreimbursed
Delinquency Advances relating to such Home Equity Loan. In no event shall Net
Liquidation Proceeds with respect to any Liquidated Loan be less than zero. 


          "Nonrecoverable
Advance" means with respect to any Home Equity Loan for which a Final
Recovery Determination has been made, any Delinquency Advance or Servicing
Advance previously made and not reimbursed from proceeds on the related Home
Equity Loan or under Section 7.03(b) clause C.12 hereof which the Servicer has
determined, in good faith business judgment, as evidenced by an Officer’s
Certificate delivered to the Trustee no later than the Business Day following
such determination, would not be ultimately recovered. 


          
"Note": The note or other evidence of indebtedness evidencing the indebtedness
of a Mortgagor under a Home Equity Loan.


          "OC
Floor": With respect to any Group, an amount equal to 0.50% of the related
Group Balance as of the Cut-Off Date. 


          "Offered
Certificate": Any one of the Class AF-1 Certificates, the Class AF-2
Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the
Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates,
the Class MF-1 Certificates, the Class MF-2 Certificates, the Class MV-1
Certificates, the Class MV-2 Certificates, the Class BF Certificates and the
Class BV Certificates. 


          
"Officer's Certificate": A certificate signed by any Authorized Officer of any
Person delivering such certificate and delivered to the Trustee.


          
"Operative Documents": Collectively, this Agreement, the Certificates and the
Custodial Agreement.


          
"Opinion of Counsel": A written opinion of counsel acceptable, in form and
substance, to the Trustee and delivered to the Trustee and the Rating Agencies.


          
"Original Aggregate Loan Balance": The sum of the Original Group I Loan Balance
and the Original Group II Loan Balance.


          "Original
Group I Loan Balance": The aggregate Loan Balance of all the Home Equity
Loans in Group I as of the Cut-Off Date, which is $266,098,700.32. 


          "Original
Group II Loan Balance": The aggregate Loan Balance of all the Home Equity
Loans in Group II as of the Cut-Off Date, which is $248,905,810.49. 


          
"Outstanding": With respect to all Certificates of a Class, as of any date of
determination, all such Certificates theretofore executed and delivered
hereunder except:


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





		          
(ii)     Certificates or portions thereof for which full and final payment of money in
the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent in trust for the Owners of such Certificates;







		          
(iii)     
Certificates in exchange for or in lieu of which other Certificates have been
executed and delivered pursuant to this Agreement, unless proof satisfactory to
the Trustee is presented that any such Certificates are held by a bona fide
purchaser;





		          
(iv)     
Certificates alleged to have been destroyed, lost or stolen for which
replacement Certificates have been issued as provided for in Section 5.05
hereof; and





		          
(v)     
Certificates as to which the Trustee has made the final distribution thereon,
whether or not such Certificate is ever returned to the Trustee.





          "Overcollateralization
Amount": With respect to any Group and Distribution Date, the excess, if
any, of (1) the related Group Balance as of the close of business on the last
day of the preceding Remittance Period over (2) the aggregate outstanding
Certificate Principal Balances of the Offered Certificates of the related Group
as of the Distribution Date (after taking into account the payment of the
related Principal Distribution Amount for such Group on the Distribution Date). 


          
"Owner" or "Certificateholder": The Person in whose name a Certificate is
registered in the Register.


          "Paying
Agent": Initially, the Trustee, and thereafter, the Trustee or any other
Person that meets the eligibility standards for the Paying Agent specified in
Section 11.15 hereof and is authorized by the Trustee and the Depositor to make
payments on the Certificates on behalf of the Trustee. 


          "Percentage
Interest": With respect to any Offered Certificates of any Class, a
fraction, expressed as a decimal, the numerator of which is the principal
balance represented by such Offered Certificate as of the Startup Day and the
denominator of which is the Certificate Principal Balance represented by all the
Offered Certificates of such Class as of the Startup Day. With respect to the
Class X-IO or Class R Certificates, the portion of the Class evidenced thereby,
expressed as a percentage, as stated on the face of such Certificate, all of
which shall total 100% with respect to the related Class. 


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


          "Prepayment":
Any payment of principal of a Home Equity Loan which is received by the Servicer
which is not a Scheduled Principal Payment and which is not accompanied by an
amount of interest representing the full amount of scheduled interest due on any
Due Date in any month or months subsequent to the month of prepayment, the
portion of Substitution Amounts representing principal, the portion of the Loan
Purchase Price of any Home Equity Loan purchased from the Trust pursuant to
Section 3.04, 3.06(b) or 8.10(b) hereof representing principal and the proceeds
of any Insurance Policy which are to be applied as a payment of principal on the
related Home Equity Loan shall be deemed to be Prepayments for all purposes of
this Agreement. 


          "Preservation
Expenses": Expenditures made by the Servicer in connection with a
foreclosed Home Equity Loan prior to the liquidation thereof, including, without
limitation, expenditures for real estate property taxes, hazard insurance
premiums, property restoration or preservation. 


          
"Principal and Interest Account": The principal and interest account created by
the Servicer pursuant to Section 8.08(a) hereof. The Principal and Interest
Account shall be an Eligible Account.


          "Principal
Distribution Amount": As to any Group and Distribution Date, the lesser of
(a) the aggregate Certificate Principal Balances of the Offered Certificates of
the related Group immediately preceding such Distribution Date and (b) the sum
of (i) the Basic Principal Amount for such Group and Distribution Date minus the
Excess Overcollateralization Amount for such Group and Distribution Date and
(ii) the Subordination Increase Amount, if any, for such Group and Distribution
Date; provided that in the case of the first Distribution Date and Group II, the
Principal Distribution Amount shall also include the Closing Date Deposit. 


          "Prohibited
Transaction": The meaning set forth from time to time in the definition
thereof at Section 860F(a)(2) of the Code (or any successor statute thereto) and
applicable to the Trust. 


          
"Property": The underlying property securing a Home Equity Loan.


          
"Prospectus": The Depositor's Prospectus dated January 15, 2002 constituting
part of the Registration Statement.


          
"Prospectus Supplement": The Centex Home Equity Loan Trust 2002-A Prospectus
Supplement dated January 15, 2002 to the Prospectus.


          "Qualified
Liquidation": The meaning set forth from time to time in the definition
thereof at Section 860F(a)(4) of the Code (or any successor statute thereto) and
applicable to the Trust. 


          "Qualified
Mortgage": The meaning set forth from time to time in the definition
thereof at Section 860G(a)(3) of the Code (or any successor statute thereto) and
applicable to the Trust. 


          "Qualified
Replacement Mortgage": A Home Equity Loan substituted for another pursuant
to Section 3.04 and 3.06(b) hereof, which (i) has a Coupon Rate at least equal
to the Coupon Rate of the Home Equity Loan being replaced, (ii) is secured by
Property that is of the same or better property type as, or is a single family
dwelling and the same or better occupancy status as, the Property securing the
Home Equity Loan being replaced or is a primary residence, (iii) shall mature no
later than the latest Final Scheduled Distribution Date with respect to the
related Home Equity Loan Group, (iv) has a Loan-to-Value Ratio as of the
Replacement Cut-Off Date no higher than the Loan-to-Value Ratio of the replaced
Home Equity Loan at such time, (v) shall be of the same or higher credit quality
classification (determined in accordance with the Seller’s credit
underwriting guidelines set forth in the Seller’s underwriting manual) as
the Home Equity Loan which such Qualified Replacement Mortgage replaces, (vi)
shall be a First Mortgage Loan if the Home Equity Loan which such Qualified
Replacement Mortgage replaces was a First Mortgage Loan and shall be a First
Mortgage Loan or Second Mortgage Loan if the Home Equity Loan which such
Qualified Replacement Mortgage replaces was a Second Mortgage Loan, (vii) has an
outstanding principal balance as of the related Replacement Cut-Off Date equal
to or less than the outstanding principal balance of the replaced Home Equity
Loan as of such Replacement Cut-Off Date, (viii) shall not provide for a
"balloon" payment if the related Home Equity Loan did not provide for
a "balloon" payment (and if such related Home Equity Loan provided for
a "balloon" payment, such Qualified Replacement Mortgage shall have an
original maturity of not less than the original maturity of such related Home
Equity Loan), (ix) shall be a fixed rate Home Equity Loan if the Home Equity
Loan being replaced is in Group I or an adjustable rate Home Equity Loan if the
Home Equity Loan being replaced is in Group II, (x) satisfies the criteria set
forth from time to time in the definition thereof at Section 860G(a)(4) of the
Code (or any successor statute thereto) and applicable to the Trust, (xi)
satisfies the representations and warranties set forth in Section 3.04(b)
hereof, (xii) shall not be 30 days or more Delinquent and (xiii) if such Home
Equity Loan being replaced is in Group II, shall adjust based on the same index
as, have no lower margin than, have the same interval between adjustment dates
as and have a maximum Coupon Rate no lower than, and a minimum Coupon Rate no
lower than, the Home Equity Loan being replaced. 


          
"Rating Agencies": Collectively, Moody's, Fitch and Standard & Poor's.


          "Realized
Loss": As to any Liquidated Loan (or, in the case of a Cram Down Loss, a
Home Equity Loan that is not a Liquidated Loan), the amount (not less than
zero), if any, by which (A) the sum of (x) the Loan Balance thereof as of the
date of liquidation, (y) the amount of accrued but unpaid interest thereon and
(z) the amount of any Cram Down Loss with respect thereto is in excess of (B)
the Net Liquidation Proceeds, if any, realized thereon. 


          "Record
Date": With respect to (i) any Distribution Date and each Class of Fixed
Rate Certificates and the Class R Certificates, the last Business Day of the
calendar month immediately preceding the calendar month in which such
Distribution Date occurs and (ii) any Distribution Date and the Variable Rate
Certificates and the Class X-IO Certificates, the Business Day immediately
preceding such Distribution Date, or if definitive Variable Rate Certificates
have been issued, the last Business Day of the calendar month immediately
preceding the calendar month in which such Distribution Date occurs. 


          "Reference
Banks": Bankers Trust Company, Barclays Bank PLC, The Bank of Tokyo and
National Westminster Bank PLC, provided that if any of the foregoing banks are
not suitable to serve as a Reference Bank, then any leading banks selected by
CHEC which are engaged in transactions in Eurodollar deposits in the
international Eurocurrency market (i) with an established place of business in
London, (ii) which are not Affiliates of the Seller, (iii) whose quotations
appear on Telerate Page 3750 on the relevant LIBOR Determination Date and (iv)
which have been designated as such by the Seller. 


          
"Register": The register maintained by the Registrar in accordance with Section
5.04 hereof, in which the names of the Owners are set forth.


          
"Registrar": The Trustee, acting in its capacity as Registrar appointed pursuant
to Section 5.04 hereof, or any duly appointed and eligible successor thereto.


          "Registration
Statement": The Registration Statement filed by the Depositor with the
Commission (Registration Number 333-69800), including all amendments thereto and
including the Prospectus and Prospectus Supplement relating to the Offered
Certificates. 


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


          "REMIC
I": The segregated group of assets consisting of all of the assets of the
Trust Estate other than the Supplemental Interest Reserve Account and the REMIC
II Regular Interests (as defined in Section 2.08) hereof and constituting a
REMIC created hereunder. 


          "REMIC
II": The segregated group of assets consisting of the REMIC II Regular
Interests (as defined in Section 2.08 hereof) and constituting a REMIC created
hereunder. 


          
"REMIC Opinion": As defined in Section 3.04 hereof.


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


          
"Remittance Period": With respect to each Monthly Remittance Date, the calendar
month immediately preceding such Monthly Remittance Date.


          "REO
Property": A Property acquired by the Servicer on behalf of the Trust
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Home Equity Loan. 


          "Replacement
Cut-Off Date": With respect to any Qualified Replacement Mortgage, the
opening of business of the first day of the calendar month in which such
Qualified Replacement Mortgage is conveyed to the Trust. 


          "Representation
Letter": Letters to, or agreements with, the Depository to effectuate a
book-entry system with respect to the Offered Certificates registered in the
Register under the nominee name of the Depository. 


          "Required
Overcollateralization Amount": As to any Group and the first five
Distribution Dates $0.00. As to any Group and any other Distribution Date (1)
prior to the related Stepdown Date, the product of (x) 2.00% and (y) the related
Group Balance as of the Cut-Off Date; and (2) on and after the related Stepdown
Date, the greater of (i) the lesser of (x) the product of 2.00% and the related
Group Balance as of the Cut-Off Date and (y) the product of 4.00% and the
related Group Balance as of the end of the related Remittance Period and (ii)
the related OC Floor; provided, however, that on each Distribution Date during
the continuance of the applicable Trigger Event the Required
Overcollateralization Amount for that Group will equal the related Required
Overcollateralization Amount in effect as of the Distribution Date immediately
preceding the date on which such Trigger Event first occurred. 


          "Schedule
of Home Equity Loans": The Conduit Schedule of Home Equity Loans, the
Conduit II Schedule of Home Equity Loans and the Seller Schedule of Home Equity
Loans, Schedule I-A hereto or Schedule I-B hereto, as the context may require. 


          "Scheduled
Principal Payment": As of any date of calculation, with respect to a Home
Equity Loan, the then stated scheduled monthly installment of principal payable
thereunder which, if timely paid, would result in the full amortization of
principal over the term thereof (or, in the case of a "balloon" Note,
the term to the nominal maturity date for amortization purposes, without regard
to the actual maturity date), without taking into account any Prepayment made on
such Home Equity Loan during the then-current Remittance Period. 


          
"Second Mortgage Loan": A Home Equity Loan which constitutes a second priority
mortgage lien with respect to the related Property.


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


          
"Seller": Centex Home Equity Company, LLC, a Delaware limited liability company,
formerly Centex Credit Corporation, a Nevada corporation.


          
"Seller Home Equity Loans": The home equity loans listed on the Seller Schedule
of Home Equity Loans.


          
"Seller Schedule of Home Equity Loans": The Schedule of Home Equity Loans
attached as Schedule I-C hereto.


          
"Sellers": The Seller, the Conduit Seller and the Conduit Seller II.


          "Senior
Certificate": Any one of the Class AF-1, Class AF-2, Class AF-3, Class
AF-4, Class AF-5, Class AF-6 or Class AV Certificates. 


          "Senior
Enhancement Percentage": As to any Group and Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the sum of (i)
the aggregate Certificate Principal Balances of the Subordinate Certificates of
the related Group and (ii) the related Overcollateralization Amount (in each
case, after taking into account the distribution of the Principal Distribution
Amount for that Group (excluding any related Subordination Increase Amount) on
such Distribution Date) and the denominator of which is the related Group
Balance as of the last day of the related Remittance Period. 


          
"Senior Lien": With respect to any Second Mortgage Loan, the home equity loan
relating to the corresponding Property having a first priority lien.


          "Senior
Principal Distribution Amount": For any Group, (a) with respect to any
Distribution Date prior to the related Stepdown Date or during the continuance
of the applicable Trigger Event, the lesser of (i) 100% of the Principal
Distribution Amount for that Group and (ii) the aggregate Certificate Principal
Balances of the related Senior Certificates immediately prior to such
Distribution Date, and (b) with respect to any other Distribution Date, the
lesser of (x) 100% of the Principal Distribution Amount for that Group and (y)
the excess, if any, of (i) the aggregate Certificate Principal Balances of the
related Senior Certificates immediately prior to such Distribution Date over
(ii) the lesser of (x) the product of (A) in the case of Group I, 68.00% and (B)
in the case of Group II, 60.00% and the related Group Balance as of the last day
of the related Remittance Period and (y) the related Group Balance as of the
last day of the related Remittance Period minus the related OC Floor. 


          "Servicer":
Centex Home Equity Company, LLC, a Delaware limited liability company, formerly
Centex Credit Corporation, a Nevada corporation, and its permitted successors
and assigns. 


          
"Servicer Termination Event": As defined in Section 8.20(a) hereof.


          
"Servicing Advance": As defined in Section 8.09(b) and Section 8.13(a) hereof.


          "Servicing
Fee": With respect to any Home Equity Loan Group and a Remittance Period,
an amount retained by the Servicer as compensation for servicing and
administration duties relating to the Home Equity Loans in such Home Equity Loan
Group pursuant to Section 8.15 hereof and equal to one month’s interest at
0.50% per annum of the then aggregate outstanding related Group Balance as of
the first day of each Remittance Period payable on a monthly basis; provided,
however, that if a successor Servicer is appointed pursuant to Section 8.20
hereof, the Servicing Fee shall be the amount as agreed upon by the Trustee and
the successor Servicer, and the per annum rate at which the Servicing Fee is
calculated shall not exceed 0.50% per annum. 


          "60-Day
Delinquent Loan": With respect to any Remittance Period, and without
duplication, (i) all REO Properties as of the last day of such Remittance
Period, (ii) each Home Equity Loan with respect to which any portion of a
Monthly Payment is, as of the last day of such Remittance Period, two months
(calculated from Due Date with respect to such Home Equity Loan to Due Date) or
more past due (without giving effect to any grace period), (iii) each Home
Equity Loan in foreclosure as of the last day of such Remittance Period and (iv)
each Home Equity Loan described in clause (ii) that is also in bankruptcy. 


          "60+
Delinquency Percentage (Rolling Three Month)": With respect to any Group
and Distribution Date, the average of the percentage equivalents of the
fractions determined for each of the three immediately preceding Remittance
Periods (or such fewer number of Remittance Periods since the Cut-Off Date, in
the case of the first two Determination Dates) the numerator of each of which is
equal to the sum of (without duplication) the aggregate Loan Balance of 60-Day
Delinquent Loans for such Group and Remittance Period, and the denominator of
which is the related Group Balance as of the end of such Remittance Period. 


          
"Standard & Poor's": Standard & Poor's Ratings Service, a division of The
McGraw-Hill Companies, Inc. or any successor thereto.


          
"Startup Day": January 24, 2002.


          "Stepdown
Date": For any Group and Distribution Date, the later to occur of (1) the
earlier to occur of (A) the Distribution Date in February 2005 and (B) the
Distribution Date on which the aggregate Certificate Principal Balance of the
Senior Certificates of that Group is reduced to zero, and (2) the first
Distribution Date on which the Senior Enhancement Percentage of such Group
(after giving effect to the distribution of the related Principal Distribution
Amount on such Distribution Date) is at least equal to (x) in the case of Group
I, 32.00% and (y) in the case of Group II, 40.00%. 


          
"Subordinate Certificates": Any of the Class MF-1, Class MF-2, Class BF, Class
MV-1, Class MV-2 or Class BV Certificates.


          "Subordination
Deficiency": As to any Group and Distribution Date, the excess, if any, of
(1) the Required Overcollateralization Amount for such Group and Distribution
Date over (2) the Overcollateralization Amount for such Group and Distribution
Date after giving effect to the distribution of the related Basic Principal
Amount on such Distribution Date. 


          "Subordination
Increase Amount": As to any Group and the first five Distribution Dates,
$0.00. As to any Group and any subsequent Distribution Date, the lesser of (1)
the Subordination Deficiency for that Group and (2) the Excess Interest for that
Group. 


          "Sub-Servicer":
Any Person with whom the Servicer has entered into a Sub-Servicing Agreement and
who satisfies any requirements set forth in Section 8.03 hereof in respect of
the qualification of a Sub-Servicer. 


          "Sub-Servicing
Agreement": The written contract between the Servicer and any Sub-Servicer
relating to servicing and/or administration of certain Home Equity Loans as
permitted by Section 8.03. 


          "Substitution
Amount": With respect to the substitution of any Qualified Replacement
Mortgage for any Home Equity Loan, as of the related Replacement Cut-Off Date,
the excess, if any, of the outstanding principal balance of such Home Equity
Loan over the outstanding principal balance of the Qualified Replacement
Mortgage, together with the aggregate amount of all unreimbursed Delinquency
Advances and unreimbursed Servicing Advances made, and all accrued and unpaid
interest, with respect to such Home Equity Loan. 


          
"Supplemental Interest Reserve Fund": The Supplemental Interest Reserve Fund
established and maintained as described in Section 7.04.


          "Tangible
Net Worth": Shall mean the difference between: (A) the tangible assets of
the Seller or Servicer, as applicable, and its Affiliates calculated in
accordance with generally accepted accounting principles, as reduced by adequate
reserves in each case where a reserve is appropriate; and (B) all indebtedness,
including subordinated debt, of the Seller or Servicer, as applicable, and its
Affiliates; provided, however, that (i) intangible assets such as patents,
trademarks, trade names, copyrights, licenses, good will, organization costs,
advances or loans to, or receivables from, directors, officers, employees or
affiliates, prepaid assets, amounts relating to covenants not to compete,
pension assets, deferred charges or treasury stock of any securities unless the
same are readily marketable in the United States of America or are entitled to
be used as a credit against federal income tax liabilities, shall not be
included in the calculation of (A) above, (ii) securities included as tangible
assets shall be valued at their current market price or cost, whichever is lower
and (iii) any write-up in book value of any assets shall not be taken into
account. 


          "Tax
Matters Person": The Person designated pursuant to Section 11.18 hereof to
act as the Tax Matters Person under the Code (or where the context requires, the
Trustee acting as agent for the Tax Matters Person). 


          "Telerate
Page 3750": The display designated as page "3750" on the Bridge
Telerate Service (or such other page as may replace page 3750 on that report for
the purpose of displaying London interbank offered rates of major banks). 


          "Termination
Price": Means, with respect to Sections 9.02 and 9.03 hereof, and on any
date of determination thereof, an amount equal to the sum of (w) the greater of
(A) the outstanding Certificate Principal Balances of the Offered Certificates
and (B) the fair market value of the Home Equity Loans (disregarding accrued
interest), (x) all accrued and unpaid interest on such Offered Certificates
(other than any Group I Net WAC Cap Carryover) and any Group II Net WAC Cap
Carryover and (y) the sum of the aggregate amount of any unreimbursed
Delinquency Advances, unreimbursed Servicing Advances, unreimbursed Compensating
Interest and any Delinquency Advances which the Servicer has theretofore failed
to remit. 


          "Transition
Expenses": With respect to any Group, expenses incurred by the Trustee with
respect to such Group in connection with the transfer of servicing upon the
termination of the Servicer for a Servicer Termination Event; provided that the
amount shall not exceed $50,000 for both Groups in the aggregate in any one
calendar year (and no more than $100,000 for both Groups in the aggregate). 


          
"Trigger Event": For a Group is the existence of a Delinquency Event with
respect to that Group.


          "Trust":
Centex Home Equity Loan Trust 2002-A, the trust created under this Agreement
which shall be comprised of two sub-trusts; one for Group I and any Trust assets
allocable to such Group I and the other for Group II and any Trust assets
allocable to such Group II. 


          "Trust
Estate": (a) The Home Equity Loan Assets and (b) such amounts as may be
held by the Trustee in the Certificate Account, including the Closing Date
Deposit, together with investment earnings on such amounts, and such amounts as
may be held in the name of the Trustee in the Principal and Interest Account, if
any, inclusive of investment earnings thereon, whether in the form of cash,
instruments, securities or other properties (including any Eligible Investments
held by the Servicer). 


          
"Trustee": Bank One, National Association, a national banking
association, not in its individual capacity but solely as Trustee under this
Agreement, and any successor hereunder.


          "Trustee
Fee": With respect to each Home Equity Loan Group, the fee payable monthly
to the Trustee on each Distribution Date in an amount equal to $500.00, or if
there is only one Home Equity Loan Group then remaining, $1,000.00. 


          "Trustee
Reimbursable Expenses": As of any Distribution Date, the sum of (a) any
Trustee Fee and Transition Expenses not paid pursuant to clause A.1 of Section
7.03(b) on such Distribution Date and (b) any amounts owed to the Trustee
pursuant to Sections 2.05, 6.12, 7.06, 8.20(o), 10.07, 10.13 and 11.16(a)(v)
hereof, and, if the Trustee is acting as Custodian, any related custodial fees
(including all attorney fees and expenses). 


          
"Underwriters": Banc of America Securities LLC, Credit Suisse First Boston
Corporation, Lehman Brothers Inc. and Salomon Smith Barney Inc.


          
"Variable Rate Certificates": The Class AV Certific ates, the Class MV-1
Certificates, the Class MV-2 Certificates and the Class BV Certificates.


          "Voting
Rights": The portion of the voting rights of all of the Certificates which
is allocated to any Certificate. As of any date of determination, (a) 1% of all
Voting Rights shall be allocated to the Class X-IO Certificates (such Voting
Rights to be allocated among the Owners of Certificates of such Class in
accordance with their respective Percentage Interests), (b) 1% of all Voting
Rights shall be allocated to the Class R Certificates in the aggregate, or if
separate Class R-1 and Class R-2 Certificates are issued, 0.50% to each
such Class (such Voting Rights to be allocated among the Owners of Certificates
of each such Class in accordance with their respective Percentage Interests),
and (c) the remaining Voting Rights shall be allocated among Owners of the
Classes of Offered Certificates in proportion to the Certificate Principal
Balances of their respective Offered Certificates on such date. 


          "WAC
Excess": The sum of (a) the Group I Net WAC Cap Carryover allocable to each
of the Group I Subordinate Certificates, respectively, and (b) the Group II Net
WAC Cap Carryover allocable to each of the Group II Certificates, respectively. 


          "Weighted
Average Certificate Rate": As to the Offered Certificates and any
Distribution Date, the weighted average of the respective Certificate Rates of
each Class of Offered Certificates, weighted by, respectively, the Certificate
Principal Balance of each such Class of Offered Certificates as of such
Distribution Date prior to taking into account any distributions to be made on
such Distribution Date. 


          Section 1.02.
Use of Words and Phrases.


          "Herein,"
"hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other
equivalent words refer to this Agreement as a whole and not solely to the
particular section of this Agreement in which any such word is used. The
definitions set forth in Section 1.01 hereof include both the singular and the
plural. Whenever used in this Agreement, any pronoun shall be deemed to include
both singular and plural and to cover all genders. 


          Section 1.03.
Captions, Table of Contents.


          The
captions or headings in this Agreement and the Table of Contents are for
convenience only and in no way define, limit or describe the scope and intent of
any provisions of this Agreement. 


          
Section 1.04. Opinions.


          Each
opinion with respect to the validity, binding nature and enforceability of
documents or Certificates may be qualified to the extent that the same may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors’ rights generally and by general
principles of equity (whether considered in a proceeding or action in equity or
at law) and may state that no opinion is expressed on the availability of the
remedy of specific enforcement, injunctive relief or any other equitable remedy.
Any opinion required to be furnished by any Person hereunder must be delivered
by counsel upon whose opinion the addressee of such opinion may reasonably rely,
and such opinion may state that it is given in reasonable reliance upon an
opinion of another, a copy of which must be attached, concerning the laws of a
foreign jurisdiction. Any opinion delivered hereunder shall be addressed to the
Rating Agencies and the Trustee. 


END OF ARTICLE I



ARTICLE II



ESTABLISHMENT AND ORGANIZATION OF THE TRUST


          
Section 2.01.     Establishment of the Trust.


          The
parties hereto do hereby create and establish, pursuant to the laws of the State
of New York and this Agreement, the Trust, which, for convenience, shall be
known as "Centex Home Equity Loan Trust 2002-A" and which shall
contain two subtrusts. 


          
Section 2.02.     Office.


          The
office of the Trust shall be in care of the Trustee, addressed to Bank One,
National Association, at its Corporate Trust Office. 


          
Section 2.03.     Purposes and Powers.


          The
purpose of the Trust is to engage in the following activities and only such
activities: (i) the issuance of the Certificates and the acquiring, owning and
holding of Home Equity Loans and the Trust Estate in connection therewith; (ii)
activities that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith, including the
investment of moneys in accordance with this Agreement; and (iii) such other
activities as may be required in connection with conservation of the Trust
Estate and distributions to the Owners; provided, however, that nothing
contained herein shall permit the Trustee to take any action which would
adversely affect the status of any REMIC created hereunder. 


          
Section 2.04.     Appointment of the Trustee; Declaration of Trust.


          The
Depositor hereby appoints the Trustee as trustee of the Trust effective as of
the Startup Day, to have all the rights, powers and duties set forth herein. The
Trustee hereby acknowledges and accepts such appointment, represents and
warrants its eligibility as of the Startup Day to serve as Trustee pursuant to
Section 10.08 hereof and declares that it will hold the Trust Estate in trust
upon and subject to the conditions set forth herein for the benefit of the
Owners. 


          
Section 2.05.     Expenses of the Trust.


          All
expenses of the Trust, including (i) the fees and reimbursable expenses of the
Trustee in connection with the performance of its duties hereunder and (ii) to
the extent not set forth herein, any other expenses of the Trustee that have
been reviewed and approved by the Seller, which review shall not be required in
connection with the enforcement of a remedy by the Trustee resulting from a
default under this Agreement, shall be paid pursuant to Section 7.03(b). 


          
Section 2.06.     Ownership of the Trust.


          On
the Startup Day the ownership interests in the Trust shall be transferred as set
forth in Section 4.02 hereof, such transfer to be evidenced by sale of the
Certificates as described therein. Thereafter, transfer of any ownership
interest shall be governed by Sections 5.04 and 5.08 hereof. 


          
Section 2.07.     Situs of the Trust.


          It
is the intention of the parties hereto that the Trust constitute a trust under
the laws of the State of New York. The Trust will be created in the State of New
York. The Trust’s only office will be at the office of the Trustee as set
forth in Section 2.02 hereof. 


          
Section 2.08.     Designation of Interests in REMICs.


          (a)
      The Trustee shall elect
that each of REMIC I and REMIC II (which together constitute the Trust) shall be
treated as a REMIC under Section 860D of the Code. Any inconsistencies or
ambiguities in this Agreement or in the administration of this Agreement shall
be resolved in a manner that preserves the validity of such REMIC elections. The
assets of REMIC II shall include the Home Equity Loans, the Accounts (other than
the Supplemental Interest Reserve Fund), any REO Property and any proceeds of
the foregoing. The REMIC II Regular Interests shall constitute the assets of
REMIC I. 


          (b)
      REMIC II will be
evidenced by (x) the Class II-AF-1, Class II-AF-2, Class II-AF-3, Class II-AF-4,
Class II-AF-5, Class II-AF-6, Class II-MF-1, Class II-MF-2 and Class II-BF, and
Class II-QF Interests (the "Group I REMIC II Regular Interests") and
the Class II-AV, Class II-MV-1, Class II-MV-2, Class II-BV and Class II-QV
Interests (the "Group II REMIC II Regular Interests") (collectively,
the "REMIC II Regular Interests"), which will be uncertificated and
non-transferable and are hereby designated as the "regular interests"
in REMIC II and (y) the Class R-2 Certificates, which are hereby designated as
the single "residual interest" in REMIC II (the REMIC II Regular
Interests, together with the Class R-2 Certificates, the "REMIC II
Certificates"). The REMIC II Regular Interests shall be recorded on the
records of REMIC II as being issued to and held by the Trustee on behalf of
REMIC I. 


          Any
Subordination Increase Amount for the Group I Home Equity Loans that is used to
pay an amount to the Group I Offered Certificates pursuant to Section
7.03(b)(C)(1) (the "Turbo Amount") and that is payable from interest
on the Group I Home Equity Loans will not be paid as principal to the REMIC II
Regular Interests, but instead a portion of the interest otherwise payable with
respect to the Class II-QF Interest which equals .01% of the Turbo Amount will
be payable as a reduction of the principal balances of the Group I REMIC II
Regular Interests (other than the Class II-QF Interests), in the same manner in
which the Turbo Amount is allocated among the Group I Offered Certificates,
respectively (and will be accrued and added to principal on the Class II-QF
Interests in the same proportion as interest otherwise payable on such Group I
REMIC II Regular Interests is used to reduce principal on other Group I REMIC II
Regular Interests as just described). Any Subordination Increase Amount for the
Group II Home Equity Loans that is used to pay an amount to the Group II Offered
Certificates pursuant to Section 7.03(b)(C)(1) (the "Turbo Amount")
and that is payable from interest on the Group II Home Equity Loans will not be
paid as principal to the REMIC II Regular Interests, but instead a portion of
the interest otherwise payable with respect to the Class II-QV Interest which
equals .01% of the Turbo Amount will be payable as a reduction of the principal
balances of the Group II REMIC II Regular Interests (other than the Class II-QV
Interests), in the same manner in which the Turbo Amount is allocated among the
Group II Offered Certificates, respectively (and will be accrued and added to
principal on the Class II-QV Interests in the same proportion as interest
otherwise payable on such Group II REMIC II Regular Interests is used to reduce
principal on other Group II REMIC II Regular Interests as just described). 


          Principal
payments on the Group I Home Equity Loans shall be allocated 99.99% to the Class
II-QF Interests and .01% to the Group I REMIC II Regular Interests (other than
the Class II-QF Interests) until paid in full. The aggregate amount of principal
allocated to the Group I REMIC II Regular Interests (other than the Class II-QF
Interests) shall be apportioned among such Group I REMIC II Regular Interests in
the same manner in which principal is payable with respect to the Group I
Offered Certificates, respectively. Notwithstanding the above, principal
payments on the Group I Home Equity Loans that are attributable to the
Overcollateralization Release Amount shall be allocated to the Class II-QF
Interests. Principal payments on the Group II Home Equity Loans shall be
allocated 99.99% to the Class II-QV Interests and .01% to the Group II REMIC II
Regular Interests (other than the Class II-QV Interests) until paid in full. The
aggregate amount of principal allocated to the Group II REMIC II Regular
Interests (other than the Class II-QV Interests) shall be apportioned among such
Group II REMIC II Regular Interests in the same manner in which principal is
payable with respect to the Group II offered Certificates, respectively.
Notwithstanding the above, principal payments on the Group II Home Equity Loans
that are attributable to the Overcollateralization Release Amount shall be
allocated to the Class II-QV Interests. 


          Realized
Losses shall be applied such that after all distributions have been made on such
Distribution Date: (i) the principal balances of each of the Group I REMIC II
Regular Interests (other than the Class II-QF Interests) are each .01% of the
principal balances of the Group I Offered Certificates, respectively; and (ii)
the remaining losses shall be allocated to the Class II-QF Interests. Realized
Losses shall be applied such that after all distributions have been made on such
Distribution Date: (i) the principal balances of each of the Group II REMIC II
Regular Interests (other than the Class II-QV Interests) are each .01% of the
principal balances of the Group II Offered Certificates, respectively; and (ii)
the remaining losses shall be allocated to the Class II-QV Interests. 


          The
REMIC II Certificates will have the following designations and Certificate
Rates, and distributions of principal and interest thereon shall be allocated to
the Certificates in the following manner: 




REMIC II
Certificates        Initial Balance     Certificate Rate      Allocation of Principal    Allocation of Interest
II-AF-1                   $8,050.00             (1)                       (3)                      (4)(5)
II-AF-2                   $4,000.00             (1)                       (3)                      (4)(5)
II-AF-3                   $3,600.00             (1)                       (3)                      (4)(5)
II-AF-4                   $4,050.00             (1)                       (3)                      (4)(5)
II-AF-5                     $904.00             (1)                       (3)                      (4)(5)
II-AF-6                   $2,280.00             (1)                       (3)                      (4)(5)
II-MF-1                   $1,530.00             (1)                       (3)                      (4)(5)
II-MF-2                   $1,197.40             (1)                       (3)                      (4)(5)
II-BF                       $998.00             (1)                       (3)                      (4)(5)
II-QF               $266,067,390.60             (1)                       (3)                      (4)(5)
II-AV                    $20,410.30             (2)                       (3)                      (4)(6)
II-MV-1                   $1,804.60             (2)                       (3)                      (4)(6)
II-MV-2                   $1,057.80             (2)                       (3)                      (4)(6)
II-BV                     $1,617.90             (2)                       (3)                      (4)(6)
II-QV               $248,901,519.70             (2)                       (3)                      (4)(6)
R-2                               0              0%                       N/A                      N/A(7)
                   ----------------




		
          (1)     
The Certificate Rate on this Group I REMIC II Regular Interest shall at any time
of determination equal the weighted average of the Certificate Rates of the
Group I Home Equity Loans.





		
          (2)
      The Certificate Rate on this Group II REMIC II
Regular Interest shall at any time of determination equal the weighted average
of the Certificate Rates of the Group II Home Equity Loans.




		
          (3)     
Principal will be allocated to and apportioned among the Offered Certificates as
provided in Section 7.03(b), except that a portion of such principal in an
amount equal to the Overcollateralization Release Amount shall first be
allocated to the Class X-IO Certificates, and all principal will be allocated to
the Class X-IO Certificates after the principal balances of the Certificates
have been reduced to zero.




		
          (4)     
Except as provided in footnote (5) and (6), interest will be allocated among the
Offered Certificates in the same proportion as interest is payable on such
Certificates.





		
          (5)     
Any interest with respect to this Group I REMIC II Certificate in excess of the
product of (i) 10,000 times the weighted average coupon of the Group I REMIC II
Regular Interests where each of the Group I REMIC II Regular Interests (other
than the Class II-QF Interests), is subject to a cap and floor equal to the rate
on each of the Group I Offered Certificates of the same letter designation,
respectively, and the Class II-QF Interests, are subject to a cap equal to 0%
and (ii) the principal balance of this Group I REMIC II Certificate shall not be
allocated to the Group I Offered Certificates but will be allocated to the Class
X-IO Certificates (any interest so allocated shall not itself bear interest).
However, the Class X-IO Certificates shall be subordinated to the extent
provided in Section 7.03.






		
          (6)     
Any interest with respect to this Group II REMIC II Certificate in excess of the
product of (i) 10,000 times the weighted average coupon of the Group II REMIC II
Regular Interests where each of the Group II REMIC II Regular Interests (other
than the Class II-QV Interests), is subject to a cap and floor equal to the rate
on each of the Group II Offered Certificates of the same letter designation,
respectively, and the Class II-QV Interests, are subject to a cap equal to 0%
and (ii) the principal balance of this Group II REMIC II Certificate shall not
be allocated to the Group II Offered Certificates but will be allocated to the
Class X-IO Certificates (any interest so allocated shall not itself bear
interest). However, the Class X-IO Certificates shall be subordinated to the
extent provided in Section 7.03.





		
          (7)     
On each Distribution Date, available funds, if any, remaining in REMIC II after
payments of interest and principal and expenses of the Trust, as designated
above, will be distributed to the Class R-2 Certificate. It is expected that
there will not be any significant distributions on the Class R-2 Certificates. 






          (c)
The Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6,
Class AV and Class X-IO Certificates are hereby designated as "regular
interests" with respect to REMIC I (the "REMIC I Regular Certificates") and the
Class R-1 Certificate is hereby designated as the single "residual interest"
with respect to REMIC I. On each Distribution Date, available funds, if any,
remaining in REMIC I after payments of interest and principal as designated
herein shall be distributed to the Class R-1 Certificates. The beneficial
ownership interest in the REMIC I created hereunder shall be evidenced by the
interests having the following characteristics and terms: 




                                  Initial Certificate         Final Scheduled
          Class Designation        Principal Balance          Distribution Date
          -----------------       -------------------         ------------------
           Class AF-1                     $80,500,000         December 25, 2016
           Class AF-2                     $40,000,000         February 25, 2020
           Class AF-3                     $36,000,000          August 25, 2026
           Class AF-4                     $40,500,000          August 25, 2030
           Class AF-5                      $9,040,000          January 25, 2032
           Class AF-6                     $22,800,000          January 25, 2032
           Class MF-1                     $15,300,000          January 25, 2032
           Class MF-2                     $11,974,000          January 25, 2032
           Class BF                        $9,980,000          January 25, 2032
           Class AV                      $204,103,000          January 25, 2032
           Class MV-1                     $18,046,000          January 25, 2032
           Class MV-2                     $10,578,000          January 25, 2032
           Class BV                       $16,179,000          January 25, 2032
           Class X-IO                     (1)
           Class R-1                      (1)



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

		
          (1)     
The Class X-IO and Class R-1 Certificates do not have a Certificate Principal Balance.






          
(d)      For federal income tax purposes, the "latest
possible maturity date" for each of the REMIC I Regular Certificates and the
REMIC II Regular Interests is January 25, 2036.


          
Section 2.09.     Miscellaneous REMIC Provisions.


          
(a)      The Startup Day is hereby designated as the
"startup day" of each REMIC created hereunder within the meaning of Section
860G(a)(9) of the Code.


          
(b)      The Owner of the Tax Matters Person Residual
Interest in each REMIC created hereunder is hereby designated as "tax matters
person" as defined in the REMIC Provisions with respect to the REMIC.


          
(c)      The Trust and each REMIC created hereunder
shall, for federal income tax purposes, maintain books on a calendar year basis
and report income on an accrual basis.


          
(d)      The Trustee shall cause each REMIC created
hereunder to elect to be treated as a REMIC under Section 860D of the Code. Any
inconsistencies or ambiguities in this Agreement or in the administration of the
Trust shall be resolved in a manner that preserves the validity of such election
to be treated as a REMIC. The Trustee shall report all expenses of the Trust
Estate to each REMIC created hereunder.


          
(e)      For all federal tax law purposes, amounts
transferred by the Trustee to the Owners of the Class R Certificates shall be
treated as distributions by each respective REMIC created hereunder.


          
(f)      The Trustee shall provide to the Internal
Revenue Service and to the person described in Section 860E(e)(3) and (6) of the
Code the information described in Treasury Regulation Section
1.860D-l(b)(5)(ii), or any successor regulation thereto with respect to each
REMIC created hereunder. Such information will be provided in the manner
described in Treasury Regulation Section 1.860E-2(a)(5), or any successor
regulation thereto.


END OF ARTICLE II


ARTICLE III



REPRESENTATIONS, WARRANTIES AND COVENANTS OF

THE DEPOSITOR, THE SERVICER AND THE SELLERS;

COVENANT OF SELLER TO CONVEY HOME EQUITY LOANS


          
Section 3.01.     Representations and Warranties of the Depositor.


          
The Depositor hereby represents, warrants and covenants to the Trustee that as
of the Startup Day:


          
(a)      The Depositor is a limited liability company
duly formed and validly existing under the laws governing its creation and
existence, is not in violation of the laws of any state in which any Property or
the Depositor is located or doing business which violation would materially and
adversely affect the condition (financial or other) or the operations of the
Depositor or its properties or the ability of the Trust to collect amounts due
on any Home Equity Loan and is in good standing in each jurisdiction in which
the nature of its business or the properties owned or leased by it make such
qualification necessary. The Depositor has all requisite limited liability
company power and authority to own and operate its properties, to carry out its
business as presently conducted and as proposed to be conducted and to enter
into and discharge its obligations under this Agreement and the other Operative
Documents to which it is a party.


          
(b)      The execution and delivery of this Agreement
and the other Operative Documents to which it is a party by the Depositor and
its performance and compliance with the terms of this Agreement and the other
Operative Documents to which it is a party have been duly authorized by all
necessary limited liability company action on the part of the Depositor and will
not violate the Depositor's certificate of formation or amended and restated
limited liability company agreement or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default) under, or
result in a breach of, any material contract, agreement or other instrument to
which the Depositor is a party or by which the Depositor is bound or violate any
statute or any order, rule or regulation of any court, governmental agency or
body or other tribunal having jurisdiction over the Depositor or any of its
properties.


          
(c)      This Agreement and the other Operative
Documents to which the Depositor is a party, assuming due authorization,
execution and delivery by the other parties hereto and thereto, each constitutes
a valid, legal and binding obligation of the Depositor, enforceable against it
in accordance with the terms hereof and thereof, except as the enforcement
hereof and thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and by general principles of equity (whether considered in a
proceeding or action in equity or at law).


          
(d)      The Depositor is not in default with respect
to any order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default could materially
and adversely affect the condition (financial or other) or operations of the
Depositor or its properties or the consequences of which could materially and
adversely affect its performance hereunder and under the other Operative
Documents to which the Depositor is a party.


          
(e)      No litigation, proceeding or investigation is
pending with respect to which the Depositor has received service of process or,
to the best of the Depositor's knowledge, threatened against the Depositor which
litigation, proceeding or investigation might have consequences that would
prohibit its entering into this Agreement or any other Operative Documents to
which it is a party or that would materially and adversely affect the condition
(financial or otherwise) or operations of the Depositor or its properties or
might have consequences that would materially and adversely affect the validity
or enforceability of the Home Equity Loans or the Depositor's performance
hereunder and under the other Operative Documents to which the Depositor is a
party.


          
(f)      The statements contained in the Registration
Statement which describe the Depositor or matters or activities for which the
Depositor is responsible in accordance with the Operative Documents or which are
attributed to the Depositor therein are true and correct in all material
respects, and the Registration Statement does not contain any untrue statement
of a material fact with respect to the Depositor or omit to state a material
fact required to be stated therein or necessary in order to make the statements
contained therein with respect to the Depositor not misleading.


          
(g)      Immediately prior to the sale and assignment
by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan,
the Depositor had good title to each Home Equity Loan (insofar as such title was
conveyed to it by the Sellers) subject to no prior lien, claim, participation
interest, mortgage, security interest, pledge, charge or other encumbrance or
other interest of any nature (other than liens which will be simultaneously
released).


          
(h)      As of the Startup Day, the Depositor has
transferred all right, title and interest in the Home Equity Loans to the
Trustee on behalf of the Trust.


          
(i)      The Depositor has not transferred the Home
Equity Loans to the Trustee on behalf of the Trust with any intent to hinder,
delay or defraud any of its creditors.


          
(j)      All actions, approvals, consents, waivers,
exemptions, variances, franchises, orders, permits, authorizations, rights and
licenses required to be taken, given or obtained, as the case may be, by or from
any federal, state or other governmental authority or agency (other than any
such actions, approvals, etc. under any state securities laws, real estate
syndication or "Blue Sky" statutes, as to which the Depositor makes no such
representation or warranty), that are necessary or advisable in connection with
the purchase and sale of the Certificates and the execution and delivery by the
Depositor of the Operative Documents to which it is a party, have been duly
taken, given or obtained, as the case may be, are in full force and effect on
the date hereof, are not subject to any pending proceedings or appeals
(administrative, judicial or otherwise) and either the time within which any
appeal therefrom may be taken or review thereof may be obtained has expired or
no review thereof may be obtained or appeal therefrom taken, and are adequate to
authorize the consummation of the transactions contemplated by this Agreement
and the other Operative Documents on the part of the Depositor and the
performance by the Depositor of its obligations under this Agreement and such of
the other Operative Documents to which it is a party.


          
Section 3.02.     Representations and Warranties of the Servicer.



          The Servicer hereby represents, warrants and covenants to the Depositor, the
Trustee and the Owners that as of the Startup Day:


          
(a)      The Servicer is a limited liability company
duly formed and validly existing under the laws governing its creation and
existence, is in compliance with the laws of each state in which any Property is
located to the extent necessary to enable it to perform its obligations
hereunder and is in good standing in each jurisdiction in which the nature of
its business or the properties owned or leased by it make such qualification
necessary. The Servicer has all requisite limited liability company power and
authority to own and operate its properties, to carry out its business as
presently conducted and as proposed to be conducted and to enter into and
discharge its obligations under this Agreement and the other Operative Documents
to which the Servicer is a party.


          
(b)      The execution and delivery of this Agreement
and any other Operative Document to which it is a party by the Servicer and its
performance and compliance with the terms hereof and thereof have been duly
authorized by all necessary limited liability company action on the part of the
Servicer and will not violate the Servicer's certificate of formation or limited
liability company agreement or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material contract, agreement or other instrument to which
the Servicer is a party or by which the Servicer is bound or violate any statute
or any order, rule or regulation of any court, governmental agency or body or
other tribunal having jurisdiction over the Servicer or any of its properties.


          
(c)      This Agreement and the other Operative
Documents to which the Servicer is a party, assuming due authorization,
execution and delivery by the other parties hereto and thereto, each constitutes
a valid, legal and binding obligation of the Servicer, enforceable against it in
accordance with the terms hereof and thereof, except as the enforcement hereof
and thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and by
general principles of equity (whether considered in a proceeding or action in
equity or at law).


          
(d)      The Servicer is not in default with respect to
any order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default could materially
and adversely affect the condition (financial or otherwise) or operations of the
Servicer or its properties or the consequences of which could materially and
adversely affect its performance hereunder or under the other Operative
Documents to which the Servicer is a party.


          
(e)      No litigation, proceeding or investigation is
pending with respect to which the Servicer has received service of process or,
to the best of the Servicer's knowledge, threatened against the Servicer which
litigation, proceeding or investigation might have consequences that would
prohibit its entering into this Agreement or any other Operative Documents to
which it is a party or that would materially and adversely affect the condition
(financial or otherwise) or operations of the Servicer or its properties or
might have consequences that would materially and adversely affect the validity
or the enforceability of the Home Equity Loans or the Servicer's performance
hereunder and under the other Operative Documents to which the Servicer is a
party.


          
(f)      The statements contained in the Registration
Statement which describe the Servicer or matters or activities for which the
Servicer is responsible in accordance with the Operative Documents or which are
attributed to the Servicer therein are true and correct in all material
respects, and the Registration Statement does not contain any untrue statement
of a material fact with respect to the Servicer or omit to state a material fact
required to be stated therein or necessary to make the statements contained
therein with respect to the Servicer not misleading.


          
(g)      The Servicing Fee is a "current (normal)
servicing fee rate" as that term is used in Statement of Financial Accounting
Standards No. 65 issued by the Financial Accounting Standards Board. Neither the
Servicer nor any Affiliate thereof will report on any financial statements any
part of the Servicing Fee as an adjustment to the sales price of the Home Equity
Loans.


          
(h)      All actions, approvals, consents, waivers,
exemptions, variances, franchises, orders, permits, authorizations, rights and
licenses required to be taken, given or obtained, as the case may be, by or from
any federal, state or other governmental authority or agency (other than any
such actions, approvals, etc. under any state securities laws, real estate
syndication or "Blue Sky" statutes, as to which the Servicer makes no such
representation or warranty), that are necessary or advisable in connection with
the execution and delivery by the Servicer of the Operative Documents to which
it is a party, have been duly taken, given or obtained, as the case may be, are
in full force and effect on the date hereof, are not subject to any pending
proceedings or appeals (administrative, judicial or otherwise) and either the
time within which any appeal therefrom may be taken or review thereof may be
obtained has expired or no review thereof may be obtained or appeal therefrom
taken, and are adequate to authorize the consummation of the transactions
contemplated by this Agreement and the other Operative Documents on the part of
the Servicer and the performance by the Servicer of its obligations under this
Agreement and such of the other Operative Documents to which it is a party.


          
(i)      The collection practices used by the Servicer
with respect to the Home Equity Loans have been, in all material respects,
legal, proper, prudent and customary in the home equity mortgage servicing
business.


          
(j)      The transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer.


          
(k)      The Servicer is not in default under any
agreement involving financial obligations or on any outstanding obligation, in
any such case which could materially adversely impact the financial condition or
operations of the Servicer or adversely impact the Servicer's performance of its
obligations under the Operative Documents.


          
(l)      There are no Sub-Servicers as of the Startup
Day.


          
It is understood and agreed that the representations and warranties set forth in
this Section 3.02 shall survive delivery of the Home Equity Loans to the
Trustee.



          
Upon discovery by any of the Depositor, the Seller, the Servicer, the Custodian,
any Sub-Servicer, any Owner or the Trustee (each, for purposes of this
paragraph, a party) of a breach of any of the representations and warranties set
forth in this Section 3.02 which materially and adversely affects the interests
of the Owners, the party discovering such breach shall give prompt written
notice to the other parties. As promptly as practicable, but in any event within
60 days of its discovery or its receipt of notice of breach, the Servicer shall
cure such breach in all material respects.


          
Section 3.03.     Representations and Warranties of the Sellers.


          
Each of the Seller and the Conduit Sellers, as applicable, hereby severally and
not jointly represents, warrants and covenants to the Depositor, the Trustee and
the Owners that as of the Startup Day:


          
(a)      In the case of the Seller, the Conduit Seller
and the Conduit Seller II, that each is a limited liability company, duly formed
and validly existing under the laws governing its creation and existence,
neither the Seller nor the Conduit Sellers is in violation of the laws of any
state in which any Property or either of the Seller or the Conduit Sellers, as
applicable, is located or doing business which violation would materially and
adversely affect the condition (financial or otherwise) or operations of the
Seller or the Conduit Sellers, as applicable, or its properties or the ability
of the Trust to collect any amounts on any Home Equity Loan and each of the
Seller and the Conduit Sellers is in good standing in each jurisdiction in which
the nature of its business or the properties owned or leased by it make such
qualification necessary. The Seller or the Conduit Sellers, as applicable, has
all requisite limited liability company power and authority to own and operate
its properties, to carry out its business as presently conducted and as proposed
to be conducted and to enter into and discharge its obligations under this
Agreement and the other Operative Documents to which it is a party.


          
(b)      The execution and delivery of this Agreement
and the other Operative Documents to which the Seller or the Conduit Sellers, as
applicable, is a party and its performance and compliance with the terms of this
Agreement and the other Operative Documents to which it is a party have been
duly authorized by all necessary limited liability company action and will not
violate its certificate of formation or amended and restated limited liability
company agreement, or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in a breach
of, any material contract, agreement or other instrument to which it is a party
or by which it is bound or violate any statute or any order, rule or regulation
of any court, governmental agency or body or other tribunal having jurisdiction
over it or any of its properties.


          
(c)      This Agreement and the other Operative
Documents to which the Seller or the Conduit Sellers, as applicable, is a party,
assuming due authorization, execution and delivery by the other parties hereto
and thereto, each constitutes a valid, legal and binding obligation of the
Seller or the Conduit Sellers, as applicable, enforceable hereof and thereof
against it in accordance with the terms hereof and thereof, except as the
enforcement hereof and thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and by general principles of equity (whether
considered in a proceeding or action in equity or at law).


          
(d)      Neither the Seller nor the Conduit Sellers, as
applicable, is in default with respect to any order or decree of any court or
any order, regulation or demand of any federal, state, municipal or governmental
agency, which default could materially and adversely affect the condition
(financial or other) or operations of the Seller or the Conduit Sellers, as
applicable, or its properties or the consequences of which could materially and
adversely affect its performance hereunder and under the other Operative
Documents to which it is a party.


          
(e)      No litigation, proceeding or investigation is
pending with respect to which the Seller or the Conduit Sellers, as applicable,
has received service of process or, to the best of its knowledge, threatened
against it which litigation, proceeding or investigation might have consequences
that would prohibit its entering into this Agreement or any other Operative
Documents to which it is a party or that would materially and adversely affect
the condition (financial or otherwise) or operations of the Seller or the
Conduit Sellers, as applicable, or its properties or might have consequences
that would materially and adversely affect the validity or enforceability of the
Home Equity Loans or its performance hereunder and under the other Operative
Documents to which it is a party.


          
(f)      The statements contained in the Registration
Statement which describe the Seller or the Conduit Sellers, as applicable, or
matters or activities for which it is responsible in accordance with the
Operative Documents or which are attributed to it therein are true and correct
in all material respects, and the Registration Statement does not contain any
untrue statement of a material fact with respect to the Seller or the Conduit
Sellers, as applicable, or omit to state a material fact required to be stated
therein or necessary in order to make the statements contained therein with
respect to the Seller or the Conduit Sellers, as applicable, not misleading.


          
(g)      [Reserved].


          
(h)      All actions, approvals, consents, waivers,
exemptions, variances, franchises, orders, permits, authorizations, rights and
licenses required to be taken, given or obtained, as the case may be, by or from
any federal, state or other governmental authority or agency (other than any
such actions, approvals, etc. under any state securities laws, real estate
syndication or "Blue Sky" statutes, as to which the Seller or the Conduit
Sellers, as applicable, makes no such representation or warranty), that are
necessary or advisable in connection with the purchase and sale of the
Certificates and the execution and delivery by the Seller or the Conduit
Sellers, as applicable, of the Operative Documents to which it is a party, have
been duly taken, given or obtained, as the case may be, are in full force and
effect on the date hereof, are not subject to any pending proceedings or appeals
(administrative, judicial or otherwise) and either the time within which any
appeal therefrom may be taken or review thereof may be obtained has expired or
no review thereof may be obtained or appeal therefrom taken, and are adequate to
authorize the consummation of the transactions contemplated by this Agreement
and the other Operative Documents on the part of the Seller or the Conduit
Sellers, as applicable, and the performance by the Seller or the Conduit
Sellers, as applicable, of its obligations under this Agreement and such of the
other Operative Documents to which it is a party.


          
(i)      The origination practices used by the Seller
with respect to the Home Equity Loans have been, in all material respects,
legal, proper, prudent and customary in the home equity lending business. All of
the Home Equity Loans were originated by the Seller, an Affiliate of the Seller
or a broker for simultaneous assignment to the Seller or were acquired by the
Seller from correspondent lenders and reunderwritten to comply with the Seller's
underwriting standards.


          
(j)      The transactions contemplated by this
Agreement are in the ordinary course of business of the Seller or the Conduit
Sellers, as applicable.


          
(k)      The Trustee, the Seller and the Conduit
Sellers have no obligation to register the Trust and the Trust has no obligation
to register as an investment company under the Investment Company Act of 1940,
as amended.


          
(l)      The Seller or the Conduit Sellers, as
applicable, is not insolvent, nor will it be made insolvent by the transfer of
the Home Equity Loans, nor are the Seller or the Conduit Sellers, as applicable,
aware of any pending insolvency.


          
(m)      The Seller or either of the Conduit Sellers,
as applicable, received fair consideration and reasonably equivalent value in
exchange for the sale of the interests in the Home Equity Loans transferred by
it.


          
(n)      The Seller or the Conduit Sellers, as
applicable, did not sell any interest in any Home Equity Loan with any intent to
hinder, delay or defraud any of its creditors.


          
(o)      No material adverse change affecting any
security for the Offered Certificates has occurred prior to delivery of and
payment for the Offered Certificates.


          
(p)      The Seller or the Conduit Sellers, as
applicable, is not in default under any agreement involving financial
obligations or on any outstanding obligation, in any such case which would
materially adversely impact the financial condition or operations of the Seller
or the Conduit Sellers, as applicable, or its obligations under the Operative
Documents.


          
(q)      [Reserved].


          
(r)      The sale, transfer, assignment and conveyance
of Home Equity Loans by the Seller or the Conduit Sellers, as applicable,
pursuant to this Agreement is not subject to and will not result in any tax, fee
or governmental charge payable by the Seller or the Conduit Sellers, as
applicable, the Depositor or the Trustee to any federal, state or local
government ("Transfer Taxes") other than Transfer Taxes which have been or will
be paid as due by the Seller or the Conduit Sellers, as applicable. The Seller
or the Conduit Sellers, as applicable, shall pay any and all such Transfer
Taxes.


          
(s)      No certificate of an officer, statement
furnished in writing or report delivered pursuant to the terms hereof by the
Seller or the Conduit Sellers, as applicable, contains any untrue statement of a
material fact or omits to state any material fact necessary to make the
certificate, statement or report not misleading.


          
It is understood and agreed that the representations and warranties set forth in
this Section 3.03 shall survive delivery of the respective Home Equity Loans to
the Trustee.


          
Section 3.04.      Covenants of Sellers to Take Certain Actions with Respect to
the Home Equity Loans in Certain Situations.


          
(a)      Upon the discovery by the Depositor, the
Seller, the Conduit Sellers, the Servicer, any Sub-Servicer, any Owner, the
Custodian or the Trustee (each, for purposes of this paragraph, a party) that
the representations and warranties set forth in clause (b) below were untrue in
any material respect, without regard to any limitation set forth therein
concerning the knowledge of the Seller or the Servicer as to the facts stated
therein, as of the Startup Day (or in the case of a Qualified Replacement
Mortgage, as of the respective Replacement Cut-Off Date), with the result that
the interests of the Owners in the related Home Equity Loan are, or may be,
materially and adversely affected, the party discovering such breach shall give
prompt written notice to the other parties. Upon the earliest to occur of CHEC's
discovery, its receipt of notice of breach from any one of the other parties or
such time as a situation resulting from an existing statement which is untrue
materially and adversely affects the interests of the Owners, without regard to
any limitation set forth therein concerning the knowledge of CHEC as to the
facts stated therein, CHEC hereby covenants and warrants that it shall promptly
cure such breach in all material respects or that it shall on or before the
second Monthly Remittance Date next succeeding such discovery, receipt of notice
or such time (i) substitute in lieu of each Home Equity Loan which has given
rise to the requirement for action by CHEC a Qualified Replacement Mortgage and
deliver the Substitution Amount to the Servicer for deposit in the Principal and
Interest Account or (ii) purchase such Home Equity Loan from the Trust at a
purchase price equal to the Loan Purchase Price thereof, which purchase price
shall be delivered to the Servicer for deposit in the Principal and Interest
Account. It is understood and agreed that the obligation of CHEC so to
substitute or purchase any Home Equity Loan as to which such a statement set
forth below in this Section 3.04 is untrue in any material respect and has not
been remedied shall constitute the sole remedy respecting a discovery of any
such statement which is untrue in any material respect available to the Owners
and the Trustee on behalf of the Owners. Notwithstanding any provision of this
Agreement to the contrary, with respect to any Home Equity Loan which is not in
default or as to which no default is imminent, no repurchase or substitution
pursuant to Section 3.04 or 3.06 shall be made unless CHEC obtains for the
Trustee at its expense an Opinion of Counsel experienced in federal income tax
matters to the effect that such a repurchase or substitution would not
constitute a Prohibited Transaction for the Trust or any REMIC created hereunder
or otherwise subject the Trust or any REMIC created hereunder to tax and would
not jeopardize the status of any REMIC created hereunder as a REMIC (a "REMIC
Opinion") addressed to the Trustee and acceptable to the Trustee. CHEC shall
also deliver an Officer's Certificate to the Trustee concurrently with the
delivery of a Qualified Replacement Mortgage pursuant to Sections 3.04 and
3.06(b) stating that such Home Equity Loan meets the requirements of the
definition of a Qualified Replacement Mortgage and that all other conditions to
the substitution thereof have been satisfied. Any Home Equity Loan as to which
repurchase or substitution was delayed pursuant to this Section shall be
repurchased or substituted for (subject to compliance with Section 3.04 or
3.06(b), as the case may be) upon the earlier of (a) the occurrence of a default
or imminent default with respect to such Home Equity Loan and (b) receipt by the
Trustee of a REMIC Opinion.


          
(b)      The Seller, with respect to the Seller Home
Equity Loans, and the Servicer, in consideration of its appointment hereunder,
with respect to the Conduit Home Equity Loans and the Conduit II Home Equity
Loans, and with respect to the Home Equity Loans taken as a whole or by Group,
hereby represent, warrant and covenant to the Trustee, the Depositor, the
Servicer and the Owners that as of the Startup Day (or the Replacement Cut-Off
Date, with respect to a Qualified Replacement Mortgage):


		          
(i)     
The information with respect to each Home Equity Loan set forth in the related
Schedule of Home Equity Loans is true and correct in all material respects as of
the Cut-Off Date;





		
          
(ii)     
Each of the Seller and the Conduit Sellers has transferred good and marketable
title (without any implication of a ready market for the sale thereof) to the
Home Equity Loans (including the related Notes) and other items of the Trust
Estate, and upon receipt of each Home Equity Loan and other items of the Trust
Estate by the Trustee (including the related Note), the Trust will have good and
marketable title (without any implication of a ready market for the sale
thereof) to such Home Equity Loan (including the related Note) and such items of
the Trust Estate, free and clear of any lien, charge, mortgage, encumbrance or
rights of others, except as permitted under Section 3.04(b)(ix) and except for
liens that will be simultaneously released. All the original or certified
documentation set forth in Section 3.05 (including all material documents
related thereto) with respect to each Home Equity Loan has been delivered to the
Custodian on behalf of the Trustee on the Startup Day or as otherwise provided
in Section 3.05. To the Seller's or the Servicer's best knowledge, no such
documentation contains any untrue statement of a material fact or omits to state
a material fact necessary to make the statements contained therein not
misleading;






		          
(iii)     
Each Home Equity Loan being transferred to the Trust is a Qualified Mortgage and is a Mortgage;





		
          
(iv)     
Each Property is a fee simple estate in a single parcel of real property
improved by a single family residential dwelling (except 585 Properties that are
condominiums, townhouses, manufactured housing, two-to-four family residential
dwellings or PUDs), and no more than 0.66% and 0.52%, respectively, of the
aggregate Loan Balance of the Home Equity Loans in Group I and Group II as of
the Cut-Off Date are secured by Properties that are Manufactured Homes, each of
which is considered to be real property under the applicable local law;





		          
(v)     
As of the Cut-Off Date or Replacement Cut-Off Date, as applicable, no Home
Equity Loan has a Loan-to-Value Ratio in excess of 100%;





		          
(vi)     
Each Home Equity Loan is being serviced by the Servicer in accordance with the
terms of this Agreement;





		
          
(vii)     
The Note related to each Home Equity Loan in Group I bears a current Coupon Rate
of at least 4.72% per annum and the Note related to each Home Equity Loan in
Group II bears a current Coupon Rate of at least 5.00% per annum;





		
          
(viii)     
Each Note with respect to the Home Equity Loans will provide for a schedule of
substantially level and equal Monthly Payments (or periodic rate adjustments in
the case of the Home Equity Loans in Group II), which are sufficient to amortize
fully the principal balance of such Note on or before its maturity date, except
for 451 Home Equity Loans, representing approximately 11.51% of the aggregate
Loan Balance of the Home Equity Loans in Group I as of the Cut-Off Date, which
may provide for a "balloon" payment due at the end of the 15th year, and no Home
Equity Loan is a graduated payment loan;





		
          
(ix)     
As of the Startup Day, each Mortgage is a valid and enforceable first or second
lien of record (or is in the process of being recorded) on the Property subject
in the case of any Second Mortgage Loan only to a Senior Lien on such Property
and subject in all cases to the exceptions to title set forth in the title
insurance policy (or the binding commitment therefor) or attorney's opinion of
title, with respect to the related Home Equity Loan, which exceptions are
generally acceptable to banking institutions in connection with their regular
mortgage lending activities, and such other exceptions to which similar
properties are commonly subject and which do not individually, or in the
aggregate, materially and adversely affect the benefits of the security intended
to be provided by such Mortgage;





		
          
(x)     
Immediately prior to the transfer and assignment of the Home Equity Loans by the
Seller, the Conduit Seller or the Conduit Seller II, as applicable, to the
Depositor and by the Depositor to the Trustee herein contemplated, the Seller,
the Conduit Sellers and the Depositor, as the case may be, each held good and
marketable title (without any implication of a ready market for the sale
thereof) to, and was the sole owner of, each Home Equity Loan (including the
related Note) conveyed by the Seller (or the Conduit Sellers, as applicable)
subject to no liens, charges, mortgages, encumbrances or rights of others except
as set forth in clause (ix) or other liens which will be released simultaneously
with such transfer and assignment; and immediately upon the transfer and
assignment herein contemplated, the Trustee will hold good and marketable title
(without any implication of a ready market for the sale thereof) to, and be the
sole owner of, each Home Equity Loan subject to no liens, charges, mortgages,
encumbrances or rights of others except as set forth in paragraph (ix) or other
liens which will be released simultaneously with such transfer and assignment;





		
          
(xi)     
As of the Cut-Off Date, 0.06% of the Home Equity Loans are between 30 and 59
days Delinquent and none of the Home Equity Loans is more than 59 days
Delinquent;





		
          
(xii)     
To the best knowledge of the Seller or the Servicer, as applicable, there is no
delinquent tax or assessment lien on any Property, and each Property is free of
substantial damage and is in good repair (ordinary wear and tear excepted);





		
          
(xiii)     
To the best knowledge of the Seller or the Servicer, as applicable, there is no
valid and enforceable right of offset, claim, defense or counterclaim to any
Note or Mortgage, including the obligation of the related Mortgagor to pay the
unpaid principal of or interest on such Note, nor has any such claim, defense,
offset or counterclaim been asserted;





		
          
(xiv)     
To the best knowledge of the Seller or the Servicer, as applicable, there is no
mechanics' lien or claim for work, labor or material affecting any Property
which is or may be a lien prior to, or equal with, the lien of the related
Mortgage except those which are insured against by any title insurance policy
referred to in paragraph (xvi) below;





		
          
(xv)     
To the best knowledge of the Seller, each Home Equity Loan at the time it was
made complied in all material respects with applicable state and federal laws
and regulations, including, without limitation, the federal Truth-in-Lending Act
(as amended by the Riegle Community Development and Regulatory Improvement Act
of 1994) and other consumer protection, usury, equal credit opportunity,
disclosure and recording laws;





		
          
(xvi)     
With respect to each Home Equity Loan either (a) if a title insurance policy is
not available in the applicable state, an attorney's opinion of title has been
obtained but no title policy has been obtained, (b) for certain of the Home
Equity Loans the original principal balance of which was equal to or less than
$40,000, a title report and indemnity has been obtained, or (c) a lender's title
insurance policy (or a binding commitment therefor), issued in standard American
Land Title Association form by a title insurance company authorized to transact
business in the state in which the related Property is situated, in an amount at
least equal to the original balance of such Home Equity Loan together, in the
case of a Second Mortgage Loan, with the then-original principal amount of the
mortgage note relating to the Senior Lien, insuring the mortgagee's interest
under the related Home Equity Loan as the holder of a valid first or second
mortgage lien of record on the real Property described in the related Mortgage,
as the case may be, subject only to exceptions of the character referred to in
paragraph (ix) above, was effective on the date of the origination of such Home
Equity Loan, and, as of the Startup Day, such policy (or commitment) is valid
and thereafter (or upon issuance pursuant to the commitment) such policy shall
continue in full force and effect;





		
          
(xvii)     
The improvements upon each Property are covered by a valid and existing hazard
insurance policy with a carrier generally acceptable to the Servicer that
provides for fire and extended coverage representing coverage not less than the
least of (A) the outstanding principal balance of the related Home Equity Loan
(together, in the case of a Second Mortgage Loan, with the outstanding principal
balance of the Senior Lien), (B) the minimum amount required to compensate for
damage or loss on a replacement cost basis or (C) the full insurable value of
the Property;





		
          
(xviii)     
If any 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 Property with a
carrier generally acceptable to the Servicer in an amount representing coverage
not less than the least of (A) the outstanding principal balance of the related
Home Equity Loan (together, in the case of a Second Mortgage Loan, with the
outstanding principal balance of the Senior Lien), (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;





		
          
(xix)     
Each Mortgage and Note are the legal, valid and binding obligation of the maker
thereof and are enforceable in accordance with their terms, except only as such
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors' rights generally
and by general principles of equity (whether considered in a proceeding or
action in equity or at law), and all parties to each Home Equity Loan had full
legal capacity to execute all documents relating to such Home Equity Loan and
convey the estate therein purported to be conveyed;





		
          
(xx)     
The Seller or the Servicer, as applicable, has caused and will cause to be
performed any and all acts required to be performed to preserve the rights and
remedies of the Trustee in any Insurance Policies applicable to any Home Equity
Loans delivered by the Seller or the Conduit Sellers including, without
limitation, any necessary notifications of insurers, assignments of policies or
interests therein, and establishments of co-insured, joint loss payee and
mortgagee rights in favor of the Trustee;





		
          
(xxi)     
As of the Cut-Off Date, no more than 0.22% of the aggregate Loan Balance of the
Home Equity Loans in either Home Equity Loan Group is secured by Properties
located within any single zip code area;





		
          
(xxii)     
Each original Mortgage was recorded or is in the process of being recorded, and
all subsequent assignments of the original Mortgage (other than unrecorded
warehouse assignments which are being simultaneously released in connection with
the Closing) have been delivered for recordation or have been recorded in the
appropriate jurisdictions wherein such recordation is necessary to perfect the
lien thereof as against creditors of or purchasers from the Seller or the
Conduit Sellers (or, subject to Section 3.05 hereof, are in the process of being
recorded); each Mortgage and assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the
Property securing such Mortgage is located;





		
          
(xxiii)     
The terms of each Note and each Mortgage have not been impaired, waived, altered
or modified in any respect, except by a written instrument which has been
recorded, if necessary, to protect the interest of the Owners and which has been
delivered to the Trustee. The substance of any such waiver, alteration or
modification is reflected on the related Schedule of Home Equity Loans;





		
          
(xxiv)     
The proceeds of each Home Equity Loan have been fully disbursed, and there is no
obligation on the part of the mortgagee to make future advances thereunder. 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 such
Home Equity Loans were paid and the Mortgagor is not entitled to any refund of
any amounts paid or due under the related Note or Mortgage;





		
          
(xxv)     
The related Note is not and has not been secured by any collateral, pledged
account or other security except the lien of the corresponding Mortgage;





		
          
(xxvi)     
No Home Equity Loan has a shared appreciation feature or other contingent interest feature;





		
          
(xxvii)     
Each Property is located in the state identified in the respective Schedule of
Home Equity Loans and consists of one or more parcels of real property with a
residential dwelling erected thereon;





		
          
(xxviii)     
Each Mortgage contains a provision for the acceleration of the payment of the
unpaid principal balance of the related Home Equity Loan in the event the
related Property is sold without the prior consent of the mortgagee thereunder;





		
          
(xxix)     
Any advances made after the date of origination of a Home Equity Loan but prior
to the Cut-Off Date have been consolidated with the outstanding principal amount
secured by the related Mortgage, and the secured principal amount, as
consolidated, bears a single interest rate and single repayment term reflected
on the respective Schedule of Home Equity Loans. The consolidated principal
amount does not exceed the original principal amount of the related Home Equity
Loan. No Note permits or obligates the Servicer to make future advances to the
related Mortgagor at the option of the Mortgagor;





		
          
(xxx)     
To the best knowledge of the Seller or the Servicer, as applicable, there is no
proceeding pending or threatened for the total or partial condemnation of any
Property, nor is such a proceeding currently occurring, and each Property is
undamaged by waste, fire, water, flood, earthquake, earth movement or other
casualty;





		
          
(xxxi)     
All of the improvements which were included for the purposes of determining the
Appraised Value of any Property lie wholly within the boundaries and building
restriction lines of such Property, and no improvements on adjoining properties
encroach upon such Property, and are stated in the title insurance policy and
affirmatively insured;





		
          
(xxxii)     
To the best knowledge of the Seller or the Servicer, as applicable, (A) no
improvement located on or being part of any Property is in violation of any
applicable zoning law or regulation and (B) all inspections, licenses and
certificates required by applicable law to be made or issued with respect to all
occupied portions of each 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 by or obtained from the appropriate
authorities and such Property is lawfully occupied under the applicable law;





		
          
(xxxiii)     
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 Owners or the Trust to the trustee under the
deed of trust, except in connection with a trustee's sale after default by the
related Mortgagor;





		
          
(xxxiv)     
Each Mortgage contains customary and enforceable provisions which render the
rights and remedies of the holder thereof adequate for the realization against
the related Property of the benefits of the security, including (A) in the case
of a Mortgage designated as a deed of trust, by trustee's sale and (B) otherwise
by judicial foreclosure. There is no homestead or other exemption other than any
applicable Mortgagor redemption rights available to the related Mortgagor which
would materially interfere with the right to sell the related Property at a
trustee's sale or the right to foreclose the related Mortgage;





		
          
(xxxv)     
To the best knowledge of the Seller or the Servicer, there is no default,
breach, violation or event of acceleration existing under any Mortgage or the
related Note and no 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; and none of the Servicer, the Seller, the
Conduit Sellers nor the Conduit Servicers, as applicable, has waived any
default, breach, violation or event of acceleration or advanced funds, directly
or indirectly, for the payment of any amount required under any Home Equity
Loan;





		
          
(xxxvi)     
No instrument of release or waiver has been executed in connection with any Home
Equity Loan, and no Mortgagor has been released, in whole or in part, except in
connection with an assumption agreement which has been approved by the primary
mortgage guaranty insurer, if any, and which has been delivered to the Trustee;





		
          
(xxxvii)     
Reserved;





		
          
(xxxviii)     
Each Home Equity Loan was underwritten in accordance with or reunderwritten to
comply with the credit underwriting guidelines of the Seller as set forth in the
Seller's Policies and Procedures Manual, as in effect on the date hereof, and
such Manual conforms in all material respects to the description thereof set
forth in the Registration Statement;





		
          
(xxxix)     
Each Home Equity Loan was originated based upon a full appraisal, which included
an interior inspection of the subject Property;





		
          
(xl)     
The Home Equity Loans were not selected for inclusion in the Trust on any basis
intended to adversely affect the Trust;





		
          
(xli)     
No more than 2.08% and 1.23% of the aggregate Loan Balance of the Home Equity
Loans in Group I and Group II, respectively, as of the Cut-Off Date, are secured
by Properties that are non-owner occupied Properties (i.e., investor-owned and
vacation);





		
          
(xlii)     
The Seller or the Servicer, as applicable, has no actual knowledge that there
exist any hazardous substances, hazardous wastes or solid wastes, as such terms
are defined in the Comprehensive Environmental Response Compensation and
Liability Act, the Resource Conservation and Recovery Act of 1976, or other
federal, state or local environmental legislation, on any Property, and to the
best knowledge of the Seller and the Servicer, as applicable, no violations of
any local, state or federal environmental law, rule or regulation exist with
respect to any Property;





		
          
(xliii)     
The Seller (and, to the best knowledge of the Seller and the Servicer, as
applicable, the originator, if not the Seller) was properly licensed or
otherwise authorized, to the extent required by applicable law, to originate or
purchase each Home Equity Loan; and the consummation of the transactions herein
contemplated, including, without limitation, the receipt of interest by the
Owners and the ownership of the Home Equity Loans by the Trustee as trustee of
the Trust will not involve the violation of such laws;





		
          
(xliv)     
With respect to each Property subject to a ground lease (i) the current ground
lessor has been identified and all ground rents which have previously become due
and owing have been paid; (ii) the ground lease term extends, or is
automatically renewable, for at least five years beyond the maturity date of the
related Home Equity Loan; (iii) the ground lease has been duly executed and
recorded; (iv) the amount of the ground rent and any increases therein are
clearly identified in the lease and are for predetermined amounts at
predetermined times; (v) the ground rent payment is included in the borrower's
monthly payment as an expense item in determining the qualification of the
borrower for such Home Equity Loan; (vi) the Trust has the right to cure
defaults on the ground lease; and (vii) the terms and conditions of the
leasehold do not prevent the free and absolute marketability of the Property. As
of the Cut-Off Date, the Loan Balance of the Home Equity Loans with related
Properties subject to ground leases does not exceed 2.0% of the Original
Aggregate Loan Balance;





		
          
(xlv)     
As of the Startup Day, with respect to any Second Mortgage Loan, none of the
Seller, the Servicer, the Conduit Sellers nor the Conduit Servicers, as
applicable, has received a notice of default of any Senior Lien secured by any
Property which has not been cured by a party other than the Seller;





		
          
(xlvi)     
No Home Equity Loan is subject to a rate reduction pursuant to a buydown program;





		
          
(xlvii)     
Reserved;





		
          
(xlviii)     
The Coupon Rate on each Home Equity Loan is calculated on the basis of a year of
360 days with twelve 30-day months;





		
          
(xlix)     
Each Home Equity Loan was originated by the Seller, an Affiliate of the Seller
or a broker for simultaneous assignment to the Seller or was acquired by the
Seller from correspondent lenders and reunderwritten to comply with the Seller's
underwriting standards;





		
          
(l)     
Neither the operation of any of the terms of each Note and each Mortgage nor the
exercise of any right thereunder will render either the Note or the Mortgage
unenforceable, in whole or in part, nor subject it to any right of rescission,
claim, set-off, counterclaim or defense, including, without limitation, the
defense of usury;





		
          
(li)     
Any adjustment to the Coupon Rate on a Home Equity Loan in Group II has been
legal, proper and in accordance with the terms of the related Note;





		
          
(lii)     
No Home Equity Loan in Group II is subject to negative amortization;





		
          
(liii)     
As of the Cut-Off Date, the FTC holder regulation provided in 16 C.F.R. Part 433
applies to none of the Home Equity Loans;





		
          
(liv)     
As of the Cut-Off Date, a portion of the Home Equity Loans are "mortgages" as
defined in 15 U.S.C. 1602(aa), and with respect to each such Home Equity Loan,
no Mortgagor has or will have a claim or defense under such law;





		
          
(lv)     
Reserved;





		
          
(lvi)     
The rights with respect to each Home Equity Loan are assignable by the Seller or
the Conduit Sellers, as applicable, without the consent of any Person other than
consents which will have been obtained on or before the Startup Day;





		
          
(lvii)     
The Seller or the Conduit Sellers, as applicable, has duly fulfilled all
obligations to be fulfilled on the lender's part under or in connection with the
origination, acquisition and assignment of the Home Equity Loans and the related
Mortgage and Note, and has done nothing to impair the rights of the Trustee or
the Owners in payments with respect thereto;





		
          
(lviii)     
To the Seller's or the Servicer's, as applicable, knowledge, the documents,
instruments and agreements submitted by each Mortgagor for loan underwriting
were not falsified and contain no untrue statement of a material fact and do not
omit to state a material fact required to be stated therein or necessary to make
the information and statements contained therein not misleading;





		        
  (lix)     No Home Equity Loan matures later
than January 1, 2032;





		          
(lx)     The first date on which the applicable
Mortgagor must make a payment on each Home Equity Loan is no later than February
1, 2002; and





		        
  (lxi)     With respect to each Home Equity
Loan that is a Second Mortgage Loan:





		        
  (1)     The related Senior Lien does not
provide for negative amortization.



          (2)  
   None of the Servicer, the Seller, the Conduit Seller, the Conduit Servicer,
the Conduit Seller II or the Conduit Servicer II as applicable, has received, or
is aware of, a notice of default of any Senior Lien which has not been cured.



          (3)  
   To the best knowledge of the Seller or the Servicer, as applicable, no funds
provided to the Mortgagor from a Second Mortgage Loan were concurrently used as
a down payment for the Senior Lien.





          
(c)     In the event that any such repurchase pursuant
to this Section results in a prohibited transaction tax as specified in the
REMIC Opinion delivered pursuant to Section 3.04(a), the Trustee shall
immediately notify the Seller in writing thereof and the Seller will, within 10
days of receiving notice thereof from the Trustee, deposit the amount due from
the Trust with the Trustee for the payment thereof, including any interest and
penalties, in immediately available funds. In the event that any Qualified
Replacement Mortgage is delivered by the Seller to the Trust pursuant to Section
3.04 or Section 3.06 hereof, the Seller shall be obligated to take the actions
described in Section 3.04(a) with respect to such Qualified Replacement Mortgage
upon the discovery by any of the Depositor, the Owners, the Seller, the Conduit
Sellers, the Servicer, any Sub-Servicer, the Custodian or the Trustee that the
statements set forth in subsection (b) above are untrue in any material respect,
without regard to any limitation set forth therein concerning the knowledge of
the Seller or the Servicer as to facts stated therein, on the date such
Qualified Replacement Mortgage is conveyed to the Trust, such that the interests
of the Owners in the related Qualified Replacement Mortgage are, or may be,
materially and adversely affected; provided, however, that for the purposes of
this subsection (c) the statements in subsection (b) above referring to items
"as of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to
such items as of the Replacement Cut-Off Date or as of the date such Qualified
Replacement Mortgage is conveyed to the Trust, respectively. Notwithstanding the
fact that a representation contained in subsection (b) above may be limited to
the Seller's or the Servicer's knowledge, such limitation shall not relieve CHEC
of its substitution or repurchase obligation under this Section and Section 3.06
hereof.


          
(d)     It is understood and agreed that the
representations, warranties and covenants set forth in this Section 3.04 shall
survive delivery of the respective Home Equity Loans (including Qualified
Replacement Mortgages) to the Trustee or the Custodian, on behalf of the
Trustee.


          
(e)     The Trustee shall have no duty to conduct any
affirmative investigation other than as specifically set forth in this Agreement
as to the occurrence of any condition requiring the repurchase or substitution
of any Home Equity Loan pursuant to this Article III or the eligibility of any
Home Equity Loan for the purpose of this Agreement.


          
Section 3.05. Sale Treatment of the Home Equity Loans and Qualified Replacement
Mortgages.


          
(a)     The transfer by the Seller and the Conduit
Sellers to the Depositor and by the Depositor to the Trustee of the Home Equity
Loans set forth on the applicable Schedule of Home Equity Loans is absolute and
is intended by the Owners and all parties hereto to be treated as a sale by the
Seller, the Conduit Sellers and the Depositor.


          In
the event that any such conveyance is deemed to be a loan, the parties intend
that each of the Seller and the Conduit Sellers shall be deemed to have granted
to the Depositor and the Depositor shall be deemed to have granted to the
Trustee a security interest in the Trust Estate, and that this Agreement shall
constitute a security agreement under applicable law.


          
(b)     In connection with the transfer and assignment
of the Home Equity Loans, CHEC agrees to:


		          
(i)     deliver without recourse to the Custodian, on
behalf of the Trustee, on the Startup Day with respect to each Home Equity Loan,
(A) the original Note endorsed in blank or to the order of the Trustee ("Pay to
the order of Bank One, National Association, as Trustee for Centex Home Equity
Loan Trust 2002-A, without recourse") and signed by manual signature of the
Seller, the Conduit Seller or the Conduit Seller II, as applicable, (B) either
(1) if the original title insurance policy is not available, the original title
insurance commitment or a copy thereof certified as a true copy by the closing
agent or CHEC, and when available, the original title insurance policy or a copy
certified by the issuer of the title insurance policy, (2) if title insurance is
not available in the applicable state, the attorney's opinion of title, or (3)
for a Home Equity Loan the original principal balance of which was equal to or
less than $40,000, a title report and indemnity, (C) originals or copies of all
intervening assignments certified as true copies by the closing agent or CHEC,
showing a complete chain of title from origination to the Seller or either of
the Conduit Sellers, if any, including warehousing assignments, if recorded, (D)
originals of all assumption and modification agreements, if any, (E) either: (1)
the original Mortgage, with evidence of recording thereon (if such original
Mortgage has been returned to the Seller or either of the Conduit Sellers, as
applicable, from the applicable recording office), or a copy of the Mortgage
certified as a true copy by the closing agent or an Authorized Officer of CHEC,
or (2) a copy of the Mortgage certified by the public recording office in those
instances where the original recorded Mortgage has been lost and (F) the
original assignments of Mortgages (as described in clause (b)(ii)) in recordable
form and acceptable for recording in the state or other jurisdiction where the
Property is located;





		          
(ii)     cause, within 60 days following the Startup
Day with respect to the Home Equity Loans, assignments of the Mortgages from the
Seller or either of the Conduit Sellers, as applicable, to "Bank One, National
Association, as Trustee of Centex Home Equity Loan Trust 2002-A under the
Pooling and Servicing Agreement dated as of January 1, 2002" to be submitted for
recording in the appropriate jurisdictions; provided, further, that CHEC shall
not be required to record an assignment of a Mortgage if CHEC furnishes to the
Trustee, on or before the Startup Day, at CHEC's expense, an Opinion of Counsel
with respect to the relevant jurisdiction that such recording is not necessary
to perfect the Trustee's interest in the related Home Equity Loans (in form and
substance reasonably satisfactory to the Trustee and the Rating Agencies);
provided further, however, notwithstanding the delivery of any legal opinions,
each assignment of Mortgage shall be recorded by the Custodian on behalf of the
Trustee at the expense of CHEC upon the earliest to occur of: (i) the occurrence
of a Servicer Termination Event, (ii) if the Seller is not the Servicer and with
respect to any one assignment of Mortgage, the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Mortgagor under the related Mortgage,
or (iii) the occurrence of a bankruptcy or insolvency relating to the Seller,
the Conduit Seller or the Conduit Seller II, as applicable;





		          
(iii)     deliver the title insurance policy or title
searches or reports, the original Mortgages and such recorded assignments,
together with originals or duly certified copies of any and all prior
assignments (other than unrecorded warehouse assignments), to the Custodian, on
behalf of the Trustee, within 15 days of receipt thereof by CHEC, but in any
event, with respect to any Mortgage as to which original recording information
has been made available to the Seller or the Conduit Sellers, within one year
after the Startup Day; and





		          
(iv)     furnish to the Trustee and the Rating
Agencies, at CHEC's expense, an Opinion of Counsel with respect to the sale and
perfection of the Home Equity Loans delivered to the Trust.





          In
instances where the original recorded Mortgage cannot be delivered by CHEC to
the Custodian on behalf of the Trustee prior to or concurrently with the
execution and delivery of this Agreement due to a delay in connection with
recording, CHEC may in lieu of delivering such original recorded Mortgage,
deliver to the Custodian on behalf of the Trustee a copy thereof, provided that
CHEC certifies that the original Mortgage has been delivered to a title
insurance company for recordation after receipt of its policy of title insurance
or binder therefor. In all such instances, CHEC will deliver or cause to be
delivered the original recorded Mortgage to the Custodian on behalf of the
Trustee promptly upon receipt of the original recorded Mortgage but in no event
later than one year after the Startup Day.


          CHEC
hereby confirms to the Trustee that it has made the appropriate entries in its
general records to indicate that such Home Equity Loans have been transferred to
the Trustee and constitute part of the Trust Estate in accordance with the terms
of the trust created hereunder.


          
Notwithstanding anything to the contrary contained in this Section 3.05, in
those instances where the public recording office retains the original Mortgage,
the assignment of a Mortgage or the intervening assignments of the Mortgage
after it has been recorded, the Depositor and each of the Sellers shall be
deemed to have satisfied their obligations hereunder upon delivery to the
Custodian, on behalf of the Trustee, of a copy of such Mortgage, such assignment
or assignments of Mortgage certified by the public recording office to be a true
copy of the recorded original thereof.


          Not
later than ten days following the end of the 60-day period referred in clause
(b)(ii) above, CHEC shall deliver to the Custodian on behalf of the Trustee,
with a copy to the Trustee, a list of all Mortgages for which no Mortgage
assignment has yet been submitted for recording by CHEC, which list shall state
the reason why CHEC has not yet submitted such Mortgage assignments for
recording. With respect to any Mortgage assignment disclosed on such list as not
yet submitted for recording for a reason other than a lack of original recording
information, the Custodian, on behalf of the Trustee, shall make an immediate
demand on CHEC to prepare such Mortgage assignments. Thereafter, the Custodian,
on behalf of the Trustee, shall cooperate in executing any documents submitted
to the Custodian, on behalf of the Trustee in connection with this provision.
Following the expiration of the 60-day period referred to in clause (b)(ii)
above, CHEC shall promptly prepare a Mortgage assignment for any Mortgage for
which original recording information is subsequently received by CHEC, and shall
promptly deliver a copy of such Mortgage assignment to the Custodian, on behalf
of the Trustee. CHEC agrees that it will follow its normal servicing procedures
and attempt to obtain the original recording information necessary to complete a
Mortgage assignment. In the event that CHEC is unable to obtain such recording
information with respect to any Mortgage prior to the end of the 18th calendar
month following the Startup Day and has not provided to the Custodian, on behalf
of the Trustee, a Mortgage assignment with evidence of recording thereon
relating to the assignment of such Mortgage to the Trustee, the Custodian, on
behalf of the Trustee shall notify CHEC of its obligation to provide a completed
assignment (with evidence of recording thereon) on or before the end of the 20th
calendar month following the Startup Day. If no such completed assignment (with
evidence of recording thereon) is provided before the end of such 20th calendar
month, the related Home Equity Loan shall be deemed to have breached the
representation contained in clause (xxii) of Section 3.04(b) hereof. The
requirement to deliver a completed assignment with evidence of recording thereon
will be deemed satisfied upon delivery of a copy of the completed assignment
certified by the applicable public recording office.


          
Copies of all Mortgage assignments received by the Custodian on behalf of the
Trustee shall be retained in the related File.


          All
recording required pursuant to this Section 3.05 shall be accomplished at the
expense of CHEC.


          
(c)     In the case of Home Equity Loans which have
been prepaid in full on or after the Cut-Off Date and prior to the Startup Day,
CHEC, in lieu of the foregoing, will deliver within six (6) days after the
Startup Day to the Trustee a certification of an Authorized Officer in the form
set forth in Exhibit D.


          
(d)     CHEC shall transfer, assign, set over and
otherwise convey, without recourse, to the Trustee all right, title and interest
of CHEC in and to any Qualified Replacement Mortgage delivered to the Custodian,
on behalf of the Trustee on behalf of the Trust by CHEC pursuant to Section 3.04
or 3.06 hereof and all its right, title and interest to principal and interest
due on such Qualified Replacement Mortgage on and after the applicable
Replacement Cut-Off Date; provided, however, that CHEC shall reserve and retain
all right, title and interest in and to payments of principal and interest due
on such Qualified Replacement Mortgage prior to the applicable Replacement
Cut-Off Date.


          
(e)     As to each Home Equity Loan released from the
Trust in connection with a repurchase thereof or the conveyance of a Qualified
Replacement Mortgage therefor, the Trustee will transfer, assign, set over and
otherwise convey without recourse or representation, on CHEC's order, all of its
right, title and interest in and to such released Home Equity Loan and all the
Trust's right, title and interest to principal and interest due on such released
Home Equity Loan after the applicable repurchase date or Replacement Cut-Off
Date, as the case may be; provided, however, that the Trust shall reserve and or
and retain all right, title and interest in and to payments of principal and
interest due on such released Home Equity Loan prior to such repurchase date or
Replacement Cut-Off Date, as the case may be.


          
(f)     In connection with any transfer and assignment
of a Qualified Replacement Mortgage to the Trustee on behalf of the Trust, CHEC
agrees to (i) deliver or cause to be delivered without recourse to the
Custodian, on behalf of the Trustee on the date of delivery of such Qualified
Replacement Mortgage the original Note relating thereto, endorsed in blank or to
the order of the Trustee, (ii) cause promptly to be recorded an assignment in
the appropriate jurisdictions, (iii) deliver or cause to be delivered the
original Qualified Replacement Mortgage and such recorded assignment, together
with original or duly certified copies of any and all prior assignments, to the
Custodian, on behalf of the Trustee within 15 days of receipt thereof by CHEC
(but in any event within 120 days after the date of conveyance of such Qualified
Replacement Mortgage) and (iv) deliver the title insurance policy, or where no
such policy is required to be provided under Section 3.05(b)(i)(B), the other
evidence of title required in Section 3.05(b)(i)(B).


          
(g)     As to each Home Equity Loan released from the
Trust in connection with a repurchase or the conveyance of a Qualified
Replacement Mortgage, the Custodian, on behalf of the Trustee shall deliver on
the date of such repurchase or conveyance of such Qualified Replacement Mortgage
and on the order of CHEC (i) the original Note relating thereto, endorsed,
without recourse or representation, in blank or to the order of CHEC, (ii) the
original Mortgage so released and all assignments relating thereto and (iii)
such other documents as constituted the File with respect thereto.


          
(h)     If a Mortgage assignment is lost during the
process of recording, or is returned from the recorder's office unrecorded due
to a defect therein, CHEC shall prepare or cause to be prepared a substitute
assignment or cure such defect, as the case may be, and thereafter cause each
such assignment to be duly recorded.


          
Section 3.06. Acceptance by Trustee; Certain Substitutions of Home Equity Loans;
Certification by Trustee.


          
(a)     The Trustee agrees to execute and deliver and
the Trustee agrees to cause the Custodian to execute and deliver on behalf of
the Trustee on the Startup Day an acknowledgment of receipt of the items
delivered by CHEC in the forms attached as Exhibits E-1 and E-2 hereto,
respectively, and declares through the Custodian that it will hold such
documents and any amendments, replacement or supplements thereto, as well as any
other assets included in the definition of Trust Estate and delivered to the
Custodian, on behalf of the Trustee, as Trustee in trust upon and subject to the
conditions set forth herein for the benefit of the Owners. The Trustee agrees,
for the benefit of the Owners, to cause the Custodian to review such items
within 45 days after the Startup Day (or, with respect to any document delivered
after the Startup Day, within 45 days of receipt and with respect to any
Qualified Replacement Mortgage, within 45 days after the assignment thereof) and
to deliver to the Depositor, the Seller, the Conduit Sellers, the Servicer and
the Trustee a certification in the form attached hereto as Exhibit F (a "Pool
Certification") to the effect that, as to each Home Equity Loan listed in the
Schedule of Home Equity Loans (other than any Home Equity Loan paid in full or
any Home Equity Loan specifically identified in such Pool Certification as not
covered by such Pool Certification), (i) all documents required to be delivered
to it pursuant to Section 3.05(b)(i) of this Agreement have been executed and
are in its possession and that the Notes have been endorsed as set forth in
Section 3.05(b)(i) hereof, (ii) such documents have been reviewed by it and have
not been mutilated, damaged or torn and relate to such Home Equity Loan and
(iii) based on its examination and only as to the foregoing documents, the
information set forth on the Schedule of Home Equity Loans accurately reflects
the information set forth in the File, except as may be indicated in an
exception report in the form attached hereto as Exhibit J ("Exception Report"),
such Exception Report to be provided electronically concurrently with the
delivery of the Pool Certification to the e-mail addresses specified by the
recipients. The Custodian, on behalf of the Trustee, shall have no
responsibility for reviewing any File except as expressly provided in this
subsection 3.06(a). Without limiting the effect of the preceding sentence, in
reviewing any File, the Custodian, on behalf of the Trustee, shall have no
responsibility for determining whether any document is valid and binding,
whether the text of any assignment is in proper form (except to determine if the
Trustee is the assignee), whether any document has been recorded in accordance
with the requirements of any applicable jurisdiction or whether a blanket
assignment is permitted in any applicable jurisdiction, but shall only be
required to determine whether a document has been executed, that it appears to
be what it purports to be, and, where applicable, that it purports to be
recorded. The Custodian, on behalf of the Trustee, shall be under no duty or
obligation to inspect, review or examine any such documents, instruments,
certificates or other papers to determine that they are genuine, enforceable, or
appropriate for the represented purpose or that they are other than what they
purport to be on their face, nor shall the Custodian, on behalf of the Trustee,
be under any duty to determine independently whether there are any intervening
assignments or assumption or modification agreements with respect to any Home
Equity Loan.


          
(b)     If the Custodian, on behalf of the Trustee
during such 45-day period finds any document constituting a part of a File which
is not executed, has not been received, or is unrelated to the Home Equity Loans
identified in the Schedule of Home Equity Loans, or that any Home Equity Loan
does not conform to the description thereof as set forth in the Schedule of Home
Equity Loans, the Custodian, on behalf of the Trustee shall promptly so notify
the Depositor, CHEC and the Owners. In performing any such review, the
Custodian, on behalf of the Trustee may conclusively rely on CHEC as to the
purported genuineness of any such document and any signature thereon. It is
understood that the scope of the review of the items delivered by CHEC pursuant
to Section 3.05(b)(i) is limited solely to confirming that the documents listed
in Section 3.05(b)(i) have been executed and received, relate to the Files
identified in the Schedule of Home Equity Loans and conform to the description
thereof in the Schedule of Home Equity Loans. CHEC agrees to use reasonable
efforts to remedy a material defect in a document constituting part of a File of
which it is so notified by the Custodian, on behalf of the Trustee. If, however,
within 90 days after such notice to it respecting such defect CHEC has not
remedied the defect and the defect materially and adversely affects the interest
in the related Home Equity Loan of the Owners, CHEC will (or will cause an
Affiliate to) on the next succeeding Monthly Remittance Date (i) substitute in
lieu of such Home Equity Loan a Qualified Replacement Mortgage and deliver the
Substitution Amount to the Servicer for deposit in the Principal and Interest
Account or (ii) purchase such Home Equity Loan at a purchase price equal to the
Loan Purchase Price thereof, which purchase price shall be delivered to the
Servicer for deposit in the Principal and Interest Account. In connection with
any proposed purchase or substitution of a Home Equity Loan, CHEC shall cause at
its expense to be delivered to the Trustee an Opinion of Counsel experienced in
federal income tax matters stating whether or not such a proposed purchase or
substitution would constitute a Prohibited Transaction for the Trust or would
jeopardize the status of any REMIC created hereunder as a REMIC, and CHEC shall
only be required to take either such action to the extent such action would not
constitute a Prohibited Transaction for the Trust and would not jeopardize the
status of such REMIC as a REMIC. Any required purchase or substitution, if
delayed by the absence of such opinion, shall nonetheless occur upon the earlier
of (i) the occurrence of a default or imminent default with respect to the Home
Equity Loan or (ii) the delivery of such opinion.


          
(c)     In addition to the foregoing, the Custodian, on
behalf of the Trustee also agrees to make a review during the 12th month after
the Startup Day indicating the current status of the exceptions previously
indicated on the Exception Report delivered electronically concurrently with the
Pool Certification (the "Final Certification") and, by the end of the 12th month
after the Startup Day, deliver electronically to the Depositor, the Seller, the
Conduit Sellers, the Servicer and the Trustee (to the e-mail addresses specified
by the recipients) such Final Certification. After delivery of the Final
Certification, the Custodian, on behalf of the Trustee and the Servicer shall
provide electronically to the Trustee (to the e-mail address specified by the
Trustee) no less frequently than monthly updated certifications indicating the
then current status of exceptions, until all such exceptions have been
eliminated.


          
Section 3.07. Reserved.


          
Section 3.08. Custodian.


          
Notwithstanding anything to the contrary in this Agreement, the parties hereto
acknowledge that the functions of the Trustee with respect to the custody,
acceptance, inspection and release of the Files pursuant to Sections 3.05, 3.06,
and 8.14 and the related Pool Certification and Final Certification shall be
performed by the Custodian on the Trustee's behalf pursuant to the Custodial
Agreement; provided, however, the Trustee shall remain primarily liable for such
obligations. The fees and expenses of the Custodian will be paid by the
Servicer.


          If,
pursuant to Section 4.12 of the Custodial Agreement, the Custodian shall request
written instructions from the Trustee, the Trustee hereby agrees to promptly
provide such instructions.


          
Section 3.09. Cooperation Procedures. CHEC shall, in connection with the
delivery of each Qualified Replacement Mortgage to the Custodian, on behalf of
the Trustee, provide the Trustee with information set forth in the Schedule of
Home Equity Loans with respect to such Qualified Replacement Mortgage.


          
(a)     The Seller, the Conduit Sellers, the Depositor,
the Servicer and the Trustee covenant to provide each other with all data and
information required to be provided by them hereunder at the times required
hereunder, and additionally covenant reasonably to cooperate with each other in
providing any additional information required to be obtained by any of them in
connection with their respective duties hereunder.


          
(b)     The Servicer shall maintain such accurate and
complete accounts, records and computer systems pertaining to each File as shall
enable it and the Trustee to comply with this Agreement. In performing its
recordkeeping duties the Servicer shall act in accordance with the servicing
standards set forth in this Agreement. The Servicer shall conduct, or cause to
be conducted, periodic audits of its accounts, records and computer systems as
set forth in Sections 8.16 and 8.17 hereof. The Servicer shall promptly report
in writing to the Trustee any failure on its part to maintain its accounts,
records and computer systems herein provided and promptly take appropriate
action to remedy any such failure.


          
(c)     CHEC further confirms to the Trustee that it
has caused the portions of the electronic ledger relating to the Home Equity
Loans to be clearly and unambiguously marked to indicate that such Home Equity
Loans have been sold, transferred, assigned and conveyed through the Depositor
to the Trustee and constitute part of the Trust Estate in accordance with the
terms of the trust created hereunder.


END OF ARTICLE III


ARTICLE IV


ISSUANCE AND SALE OF CERTIFICATES


          
Section 4.01. Issuance of Certificates.


          On
the Startup Day, upon the Trustee's receipt from the Depositor of an executed
Delivery Order in the form set forth as Exhibit G hereto, the Trustee shall
authenticate and deliver the Certificates on behalf of the Trust.


          
Section 4.02. Sale of Certificates.


          At
11:00 a.m. New York City time on the Startup Day, at the offices of Stroock &
Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038 (or at such other
location acceptable to the Seller), the Seller and the Conduit Sellers will sell
and convey the Home Equity Loans and the money, instruments and other property
related thereto to the Depositor and the Depositor will convey the Home Equity
Loans and the money, instruments and other property related thereto to the
Trustee and the Trustee will deliver (i) to the Underwriters (as designee of the
Depositor), the Offered Certificates with an aggregate Percentage Interest in
each Class equal to 100% registered in the name of Cede & Co. or in such other
names as the Underwriters shall direct, against payment to the Depositor of the
purchase price thereof by wire transfer of immediately available funds to the
Trustee as designee of the Depositor and (ii) to the respective registered
owners thereof (as designees of the Depositor, the Seller and the Conduit
Sellers), Class R Certificates registered in the name of CHEC Residual, LLC, a
Delaware limited liability company, and the Class X-IO Certificates, registered
in the name of CHEC Residual, LLC, a Delaware limited liability company (all
such events shall be referred to herein as the "Closing").


END OF ARTICLE IV


ARTICLE V



CERTIFICATES AND TRANSFER OF INTERESTS


          
Section 5.01. Terms.


          
(a)     The Certificates are pass-through securities
having the rights described therein and herein. Notwithstanding references
herein or therein with respect to the Certificates as to "principal" and
"interest" thereof, no debt of any Person is represented thereby, nor are the
Certificates or the underlying Notes guaranteed by any Person (except that the
Notes may be recourse to the Mortgagors thereof to the extent permitted by law
and the terms of the related Note). The Offered Certificates are payable solely
from payments received on or with respect to the Home Equity Loans (net of the
Servicing Fees and Trustee Fees), from moneys in the Principal and Interest
Account, except as otherwise provided herein and from earnings on moneys and the
proceeds of property held as a part of the Trust Estate. Each Certificate
entitles the Owner thereof to receive monthly on each Distribution Date, in
order of priority of distributions with respect to such Class of Certificates as
set forth in Section 7.03, a specified portion of such payments with respect to
the Home Equity Loans.


          
(b)     Each Owner is required, and hereby agrees, to
return to the Trustee, any Certificate prior to the Trustee making the final
distribution due thereon. Any such Certificate as to which the Trustee has made
the final distribution thereon shall be deemed canceled and shall no longer be
Outstanding for any purpose of this Agreement.


          
Section 5.02. Forms.


          The
Class AF-1 Certificates, the Class AF-2 Certificates, the Class AF-3
Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the
Class AF-6 Certificates, the Class AV Certificates, the Class MF-1 Certificates,
the Class MF-2 Certificates, the Class MV-1 Certificates, the Class MV-2
Certificates, the Class BF Certificates, the Class BV Certificates, the Class
X-IO Certificates and the Class R Certificates shall be in substantially the
forms set forth in Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10,
A-11, A-12, A-13, B and C hereof, respectively.


          
Section 5.03. Execution, Authentication and Delivery.


          Each
Certificate shall be executed on behalf of the Trust, by the manual signature of
one of the Trustee's Authorized Officers at the written direction of the
Servicer. In addition, each Certificate shall be authenticated by the manual
signature of one of the Trustee's Authorized Officers at the written direction
of the Servicer.


          
Certificates bearing the manual signature of individuals who were at any time
the proper officers of the Trustee shall, upon proper authentication by the
Trustee, bind the Trust, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the execution and delivery of such
Certificates or did not hold such offices at the date of authentication of such
Certificates.


          The
initial Certificates shall be dated as of the Startup Day and delivered at the
Closing to the parties specified in Section 4.02 hereof. Subsequently issued
Certificates will be dated as of the issuance of the Certificate.


          No
Certificate shall be valid until executed and authenticated as set forth
above.


          
Section 5.04.     Registration and Transfer of Certificates.


          
(a)     The Trustee shall cause to be kept a register
(the "Register") in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and
the registration of transfer of Certificates. The Trustee is hereby initially
appointed Registrar for the purpose of registering Certificates and transfers of
Certificates as herein provided. The Depositor, the Owners and the Trustee shall
have the right to inspect the Register upon reasonable notice during the
Trustee's normal hours and to obtain copies thereof, and the Trustee shall have
the right to rely upon a certificate executed on behalf of the Registrar by an
Authorized Officer thereof as to the names and addresses of the Owners of the
Certificates and the principal amounts and numbers of such
Certificates.


          If a
Person other than the Trustee is appointed as Registrar by the Owners of a
majority of the aggregate Voting Rights represented by the Certificates then
Outstanding, such Owners shall give the Trustee and the Owners prompt written
notice of the appointment of such Registrar and of the location, and any change
in the location, of the Register. In connection with any such appointment the
reasonable fees of the Registrar shall be paid, as expenses of the Trust,
pursuant to Section 7.06 hereof.


          
(b)     Subject to the provisions of Section 5.08
hereof, upon surrender for registration of transfer of any Certificate at the
office designated as the location of the Register, upon the direction of the
Registrar, the Trustee shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates of a like
Class and in the aggregate outstanding principal amount or Percentage Interest
of the Certificate so surrendered.


          
(c)     At the option of any Owner, Certificates of any
Class owned by such Owner may be exchanged for other Certificates authorized of
like Class and tenor and a like aggregate outstanding principal amount or
Percentage Interest and bearing numbers not contemporaneously outstanding, upon
surrender of the Certificates to be exchanged at the office designated as the
location of the Register. Whenever any Certificate is so surrendered for
exchange, upon the direction of the Registrar, the Trustee shall execute,
authenticate and deliver the Certificate or Certificates which the Owner making
the exchange is entitled to receive.


          
(d)     All Certificates issued upon any registration
of transfer or exchange of Certificates shall be valid evidence of the same
ownership interests in the Trust and entitled to the same benefits under this
Agreement as the Certificates surrendered upon such registration of transfer or
exchange.


          
(e)     Every Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Registrar duly
executed by the Owner thereof or his attorney duly authorized in
writing.


          
(f)     No service charge shall be made to an Owner for
any registration of transfer or exchange of Certificates, but the Registrar or
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Certificates; any other expenses in connection with such
transfer or exchange shall be an expense of the Trust.


          
(g)     It is intended that the Offered Certificates be
registered so as to participate in a global book-entry system with the
Depository, as set forth herein. Each Class of Offered Certificates shall,
except as otherwise provided in Subsection (h), be initially issued in the form
of a single fully registered Offered Certificate of such Class. Upon initial
issuance, the ownership of each such Offered Certificate shall be registered in
the Register in the name of Cede & Co., or any successor thereto, as nominee for
the Depository.


          On
the Startup Day, the Offered Certificates shall be issued in denominations of
$25,000 and integral multiples of $1,000 in excess thereof.


          The
Depositor and the Trustee are hereby authorized to execute and deliver the
Representation Letter with the Depository in the form provided to the Trustee by
the Depositor.


          With
respect to the Offered Certificates registered in the Register in the name of
Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the
Seller and the Trustee shall have no responsibility or obligation to Direct or
Indirect Participants or beneficial owners for which the Depository holds
Offered Certificates from time to time as a Depository. Without limiting the
immediately preceding sentence, the Depositor, the Servicer, the Sellers and the
Trustee shall have no responsibility or obligation with respect to (i) the
accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect
Participant with respect to the ownership interest in the Offered Certificates,
(ii) the delivery to any Direct or Indirect Participant or any other Person,
other than a registered Owner of an Offered Certificate as shown in the
Register, of any notice with respect to the Offered Certificates or (iii) the
payment to any Direct or Indirect Participant or any other Person, other than a
registered Owner of an Offered Certificate as shown in the Register, of any
amount with respect to any distribution of principal or interest on the Offered
Certificates. No Person other than a registered Owner of an Offered Certificate
as shown in the Register shall receive a certificate evidencing such Offered
Certificate.


          Upon
delivery by the Depository to the Trustee of written notice to the effect that
the Depository has determined to substitute a new nominee in place of Cede &
Co., and subject to the provisions hereof with respect to the payment of
interest by the mailing of checks or drafts to the registered Owners of Offered
Certificates appearing as registered Owners in the registration books maintained
by the Trustee at the close of business on a Record Date, the name "Cede & Co."
in this Agreement shall refer to such new nominee of the Depository.


          
(h)     In the event that (i) the Depository or the
Depositor advises the Trustee in writing that the Depository is no longer
willing or able to discharge properly its responsibilities as nominee and
depository with respect to the Offered Certificates and either of CHEC or the
Trustee is unable to locate a qualified successor or (ii) the Depositor at its
sole option elects to terminate the book-entry system through the Depository or
(iii) after the occurrence of a Servicer Termination Event, the beneficial
owners of each Class of Offered Certificates representing Percentage Interests
aggregating not less than 51% of such Class advises the Trustee and Depository
through the Direct or Indirect Participants in writing that the continuation of
a book-entry system through the Depository to the exclusion of definitive, fully
registered certificates (the "Definitive Certificates") to Owners is no longer
in the best interests of the Owners, the Offered Certificates shall no longer be
restricted to being registered in the Register in the name of Cede & Co. (or a
successor nominee) as nominee of the Depository. In the case of (i) and (ii)
above, CHEC may determine that the Offered Certificates shall be registered in
the name of and deposited with a successor depository operating a global
book-entry system, as may be acceptable to the CHEC and at the expense of CHEC,
or such depository's agent or designee but, if CHEC does not select such
alternative global book-entry system and in the case of (iii) above, the Offered
Certificates may be registered in whatever name or names registered Owners of
Offered Certificates transferring Offered Certificates shall designate, in
accordance with the provisions hereof.


          
(i)     Notwithstanding any other provision of this
Agreement to the contrary, so long as any Offered Certificate is registered in
the name of Cede & Co., as nominee of the Depository, all distributions of
principal or interest on such Offered Certificates and all notices with respect
to such Offered Certificates shall be made and given, respectively, in the
manner provided in the Representation Letter.


          
Section 5.05. Mutilated, Destroyed, Lost or Stolen Certificates.


          If
(i) 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 (ii) in the case of any mutilated Certificate, such mutilated
Certificate shall first be surrendered to the Trustee, and in the case of any
destroyed, lost or stolen Certificate, there shall be first delivered to the
Trustee such security or indemnity as may be reasonably required by it to hold
the Trustee harmless (provided, that with respect to an Owner which is an
institutional investor, a letter of indemnity furnished by it shall be
sufficient for this purpose), then, in the absence of written notice to the
Trustee or the Registrar that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute on behalf of the Trust and the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Class, tenor and aggregate principal amount, bearing a number not
contemporaneously outstanding.


          Upon
the issuance of any new Certificate under this Section, the Registrar or Trustee
may require the payment from the transferor or transferee of the related
Certificate of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto; any other expenses in connection with
such issuance shall be an expense of the Trust.


          
Every new Certificate issued pursuant to this Section in exchange for or in lieu
of any mutilated, destroyed, lost or stolen Certificate shall constitute
evidence of a substitute interest in the Trust, and shall be entitled to all the
benefits of this Agreement equally and proportionately with any and all other
Certificates of the same Class duly issued hereunder and such mutilated,
destroyed, lost or stolen Certificate shall not be valid for any purpose.


          The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Certificates.


          
Section 5.06. Persons Deemed Owners.


          
Prior to due presentment for registration of transfer of any Certificate, the
Trustee and any agent of 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 with respect to such Certificate and for all other
purposes whatsoever, and neither the Trustee nor any agent of the Trustee shall
be affected by notice to the contrary.


          
Section 5.07. Cancellation.


          All
Certificates surrendered for registration of transfer or exchange shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. No Certificate shall be authenticated in
lieu of or in exchange for any Certificate canceled as provided in this Section,
except as expressly permitted by this Agreement. All canceled Certificates may
be held by the Trustee in accordance with its standard retention policy in
effect from time to time.


          
Section 5.08. Limitation on Transfer of Ownership Rights.


          
(a)     No sale or other transfer of record or
beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a
transfer resulting from a default under a secured lending agreement or
otherwise) shall be made to a Disqualified Organization or an agent of a
Disqualified Organization. The transfer, sale or other disposition of a Class R
Certificate (whether pursuant to a purchase, a transfer resulting from a default
under a secured lending agreement or otherwise) to a Disqualified Organization
shall be deemed to be of no legal force or effect whatsoever and such transferee
shall not be deemed to be an Owner for any purpose hereunder, including, but not
limited to, the receipt of distributions on such Class R Certificate.
Furthermore, in no event shall the Trustee accept surrender for transfer,
registration of transfer, or register the transfer, of any Class R Certificate
nor authenticate and make available any new Class R Certificate unless the
Trustee has received an affidavit from the proposed transferee in the form
attached hereto as Exhibit H. Each holder of a Class R Certificate by his
acceptance thereof, shall be deemed for all purposes to have consented to the
provisions of this Section 5.08(a).


          
(b)     No other sale or other transfer of record or
beneficial ownership of a Class X-IO or Class R Certificate shall be made unless
such transfer is exempt from the registration requirements of the Securities
Act, and any applicable state securities laws or is made in accordance with said
Securities Act and laws. In the event of any such transfer: (i) in the case of
transfers for which an investment letter in the form of Exhibit I-1 or I-2 is
provided by the transferee to the Trustee, the Trustee or the Depositor shall
require a written Opinion of Counsel acceptable to and in form and substance
satisfactory to the Depositor and the Trustee to the effect that such transfer
may be made pursuant to an exemption, describing the applicable exemption and
the basis therefor, from said Securities Act or is being made pursuant to said
Securities Act, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Trust Estate; and (ii) in the case of transfers
for which an investment letter in the form of Exhibit I-1 or I-2 is provided,
the investment letter shall not be an expense of the Depositor, the Trustee or
the Trust Estate. The Owner of a Class X-IO or Class R Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor and the Sellers 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.


          
(c)     No transfer of a Class X-IO or Class R
Certificate shall be made unless the Trustee shall have received either: (i) a
representation letter from the transferee of such Class X-IO or Class R
Certificate, acceptable to and in form and substance satisfactory to the Trustee
(which may be combined with the investment letter required by subsection (b)
above), to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA nor a plan or other arrangement subject to
Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of
the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using
the assets of any Plan to effect such transfer or (ii) in the event that any
Class X-IO or Class R Certificate is purchased by a Plan, or by a person or
entity acting on behalf of any Plan or using the assets of any Plan to effect
such transfer (including the assets of any Plan held in an insurance company
separate or general account), an Opinion of Counsel, acceptable to and in form
and substance satisfactory to the Trustee, which Opinion of Counsel shall not be
at the expense of either the Depositor, the Trustee or the Trust Estate, to the
effect that the purchase or holding of any Class X-IO or Class R Certificates
will not result in any non-exempt prohibited transaction under ERISA and/or
Section 4975 of the Code, and will not subject the Trustee to any obligation or
liability in addition to those expressly undertaken under this Agreement.
Notwithstanding anything else to the contrary herein, any purported transfer of
a Certificate to or on behalf of any Plan without the delivery to the Trustee of
an Opinion of Counsel as described above shall be null and void and of no
effect.


          
(d)     Reserved.


          
(e)     No sale or other transfer of any Class X-IO
Certificates or Class R Certificate may be made to the Depositor, to any Person
that was, at any time, an owner of a Home Equity Loan, or to any Seller except
in connection with (1) with respect to the Depositor, the initial issuance of
such Certificates by the Trust to the Depositor and, with respect to CHEC and
the Conduit Sellers, the payment in partial consideration for the Home Equity
Loans sold by the applicable Seller or in payment of any deferred purchase price
under the Conduit Warehousing Facility or Conduit II Warehousing Facility by the
Conduit Sellers to CHEC on the Startup Day and (2) the contemporaneous transfer
of such Certificates to CHEC Residual, LLC, a Delaware limited liability
company.


          
(f)     Notwithstanding anything to the contrary
contained in this Section 5.08, the Class R Certificates and Class X-IO
Certificates may be transferred to CHEC Residual, LLC, a Delaware limited
liability company and wholly-owned subsidiary of the Seller, without regard to
Sections 5.08(b), (c) or (e) above.


          
Section 5.09. Assignment of Rights.


          
Other than with respect to any Class R Certificates (unless the Trustee shall
have received a satisfactory Opinion of Counsel to the effect that such action
with respect to a Class R Certificate will not have an adverse effect on the
status of any REMIC created hereunder as a "REMIC") an Owner may pledge,
encumber, hypothecate or assign all or any part of its right to receive
distributions hereunder, but such pledge, encumbrance, hypothecation or
assignment shall not constitute a transfer of an ownership interest sufficient
to render the transferee an Owner of the Trust without compliance with the
provisions of Section 5.04 and Section 5.08 hereof.


END OF ARTICLE V


ARTICLE VI



COVENANTS


          
Section 6.01. Distributions.


          On
each Distribution Date, the Trustee will withdraw amounts from the Certificate
Account and make the distributions with respect to the Certificates in
accordance with the terms of the Certificates and this Agreement. Such
distributions shall be made (i) in the case of the Offered Certificates
registered in the name of the Depository, by wire transfer to the Depository or
(ii) in each other case, by check or draft mailed on each Distribution Date or,
if requested by any Owner (other than the Depository) of (A) an Offered
Certificate having an original principal balance of not less than $1,000,000 or
(B) a Class X-IO or Class R Certificate having a Percentage Interest of not less
than 10% in writing not later than one Business Day prior to the applicable
Record Date (which request does not have to be repeated unless it has been
withdrawn), to such Owner by wire transfer to an account within the United
States designated no later than five Business Days prior to the related Record
Date, in each case to each Owner of record on the immediately preceding Record
Date.


          
Section 6.02. Money for Distributions to be Held in Trust; Withholding.


          
(a)     All payments of amounts due and payable with
respect to any Certificate that are to be made from amounts withdrawn from the
Certificate Account shall be made by and on behalf of the Trustee or by a Paying
Agent, and no amounts so withdrawn from the Certificate Account for payments of
Certificates shall be paid over to the Trustee except as provided in this
Section.


          
(b)     If CHEC has appointed a Paying Agent pursuant
to Section 11.15 hereof, the Trustee will, on the Business Day immediately
preceding each Distribution Date, deposit with such Paying Agent in immediately
available funds an aggregate sum sufficient to pay the amounts then becoming due
on the Certificates (to the extent funds are then available for such purpose in
the Certificate Account for the Class to which such amounts are due) such sum to
be held in trust for the benefit of the Owners entitled thereto.


          
(c)     CHEC may at any time direct any Paying Agent to
pay to the Trustee all sums held in trust by such Paying Agent, such sums to be
held by the Trustee upon the same trusts as those upon which the sums were held
by such Paying Agent; and upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.


          
(d)     CHEC shall require the Paying Agent, including
the Trustee on behalf of the Trust, to comply with all requirements of the Code
and applicable state and local law with respect to the withholding from any
distributions made by it to any Owner of any applicable withholding taxes
imposed thereon and with respect to any applicable reporting requirements in
connection therewith, and the Trustee and Paying Agent agree to comply with such
requirements.


          
(e)     Any money held by the Trustee or a Paying Agent
in trust for the payment of any amount due with respect to any Offered
Certificate remaining unclaimed by the Owner of such Certificate for the period
then specified in the escheat laws of the State of New York after such amount
has become due and payable shall be discharged from such trust and be paid, upon
delivery to the Trustee of an Opinion of Counsel that such payment is permitted
by applicable law, to the Depositor; and the Owner of such Offered Certificate
shall thereafter, as an unsecured general creditor, look only to the Depositor
for payment thereof (but only to the extent of the amounts so paid to the
Depositor) and all liability of the Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that the Trustee or
such Paying Agent before being required to make any such payment, may at the
expense of the Trust cause to be published once, in the eastern edition of The
Wall Street Journal, notice that such money remains unclaimed and that, after a
date specified therein, which shall be not fewer than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
paid to the Depositor. The Trustee shall, at the written direction of CHEC, also
adopt and employ, at the expense of CHEC, any other reasonable means of
notification of such payment (including but not limited to mailing notice of
such payment to Owners whose right to or interest in moneys due and payable but
not claimed is determinable from the records of the Registrar, the Trustee or
any Paying Agent, at the last address of record for each such Owner).


          
Section 6.03. Protection of Trust Estate.


          
(a)     The Trustee will hold the Trust Estate in trust
for the benefit of the Owners and at the request of the Depositor, will from
time to time execute and deliver all such supplements and amendments hereto
pursuant to Section 11.14 hereof and all instruments of further assurance and
other instruments, and will take such other action upon such request from the
Depositor, to:


		          
(i)     more effectively hold in trust all or any
portion of the Trust Estate;





		          
(ii)     perfect, publish notice of, or protect the
validity of any grant made or to be made by this Agreement;





		          
(iii)     enforce any of the Home Equity Loans; or





		          
(iv)     preserve and defend title to the Trust Estate
and the rights of the Trustee, and the ownership interests of the Owners
represented thereby, in such Trust Estate against the claims of all Persons and
parties.





          To
the extent not covered by the indemnity or other security contemplated by
10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses
associated with this section pursuant to Section 7.03(b) clause C.11.


          
(b)     The Trustee shall have the power to enforce,
and shall enforce the obligations and rights of the other parties to this
Agreement, and of the Owners, by action, suit or proceeding at law or equity,
and shall also have the power to enjoin, by action or suit in equity, any acts
or occurrences which may be unlawful or in violation of the rights of the Owners
as such rights are set forth in this Agreement; provided, however, that nothing
in this Section shall require any action by the Trustee unless the Trustee shall
first (i) have been furnished indemnity satisfactory to it and (ii) when
required by this Agreement, have been requested by the Owners of a majority of
the Voting Rights represented by the Certificates then Outstanding.


          
(c)     The Trustee shall execute any instrument
required pursuant to this Section so long as such instrument does not conflict
with this Agreement or with the Trustee's fiduciary duties, or adversely affect
its rights, indemnities and immunities hereunder.


          
Section 6.04. Performance of Obligations.


          The
Trustee will not take any action that would release any Person from any of such
Person's covenants or obligations under any instrument or document relating to
the Certificates or which would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or
effectiveness of, any such instrument or document, except as expressly provided
in this Agreement or such other instrument or document.


          The
Trustee may contract with other Persons to assist it in performing its duties
hereunder pursuant to Section 10.03(g); provided, that the Trustee shall remain
liable for the performance of any such duties notwithstanding any such
contractual arrangement.


          
Section 6.05. Negative Covenants.


          The
Trustee will not:


		          
(i)     sell, transfer, exchange or otherwise dispose
of any of the Trust Estate except as expressly permitted by this Agreement;





		          
(ii)     claim any credit on or make any deduction from
the distributions payable in respect of, the Certificates (other than amounts
properly withheld from such payments under the Code) or assert any claim against
any present or former Owner by reason of the payment of any taxes levied or
assessed upon any of the Trust Estate;





		          
(iii)     incur, assume or guaranty, on behalf of the
Trust, any indebtedness of any Person except pursuant to this Agreement;





		          
(iv)     dissolve or liquidate the Trust in whole or in
part, except pursuant to Article IX hereof; or (A) permit the validity or
effectiveness of this Agreement to be impaired, or permit any Person to be
released from any covenant or obligation with respect to the Trust or to the
Certificates under this Agreement, except as may be expressly permitted hereby
or (B) permit any lien, charge, adverse claim, security interest, mortgage or
other encumbrance to be created on or extend to or otherwise arise upon or
burden the Trust Estate or any part thereof or any interest therein or the
proceeds thereof.





          
Section 6.06. No Other Powers.


          The
Trustee will not permit the Trust to engage in any business activity or
transaction other than those activities permitted by Section 2.03
hereof.


          
Section 6.07. Limitation of Suits.


          No
Owner shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Agreement, or for the appointment of a receiver or trustee
of the Trust, or for any other remedy with respect to an event of default
hereunder, unless:


	  	(1)	such Owner has previously given written notice to the Seller and the Trustee of
such Owner's intention to institute such proceeding;





	  	(2)	the Owners of not less than 51% of the Voting Rights represented by the
Certificates then Outstanding shall have made written request to the Trustee to
institute such proceeding in its own name as Trustee establishing the Trust;





	  	(3)	such Owner or Owners have offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such
request;





	  	(4)	the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute such proceeding; and





	  	(5)	no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Owners of a majority of the Voting
Rights represented by the Certificates then Outstanding;





IT BEING UNDERSTOOD AND INTENDED THAT NO ONE OR MORE OWNERS
SHALL HAVE ANY RIGHT IN ANY MANNER WHATEVER BY VIRTUE OF, OR BY AVAILING
THEMSELVES OF, ANY PROVISION OF THIS AGREEMENT TO AFFECT, DISTURB OR PREJUDICE
THE RIGHTS OF ANY OTHER OWNER OF THE SAME CLASS OR TO OBTAIN OR TO SEEK TO
OBTAIN PRIORITY OR PREFERENCE OVER ANY OTHER OWNER OF THE SAME CLASS OR TO
ENFORCE ANY RIGHT UNDER THIS AGREEMENT, EXCEPT IN THE MANNER HEREIN PROVIDED AND
FOR THE EQUAL AND RATABLE BENEFIT OF ALL THE OWNERS OF THE SAME CLASS.


          
Section 6.08. Unconditional Rights of Owners to Receive Distributions.


          
Notwithstanding any other provision in this Agreement, the Owner of any
Certificate shall have the right, which is absolute and unconditional, to
receive distributions to the extent provided herein and therein with respect to
such Certificate or to institute suit for the enforcement of any such
distribution, and such right shall not be impaired without the consent of such
Owner.


          
Section 6.09. Rights and Remedies Cumulative.


          
Except as otherwise provided herein, no right or remedy herein conferred upon or
reserved to the Trustee or to the Owners is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. Except
as otherwise provided herein, the assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


          
Section 6.10. Delay or Omission Not Waiver.


          No
delay of the Trustee or any Owner of any Certificate to exercise any right or
remedy under this Agreement shall impair any such right or remedy or constitute
a waiver of such right or remedy. Every right and remedy given by this Article
VI or by law to the Trustee or to the Owners may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Owners, as the
case may be.


          
Section 6.11. Control by Owners.


          The
Owners of a majority of the Voting Rights represented by the Certificates then
Outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee with respect to the Certificates or
exercising any trust or power conferred on the Trustee with respect to the
Certificates or the Trust Estate, including, but not limited to, those powers
set forth in Section 6.03 and Section 8.20 hereof, provided that:


	  	(1)	such direction shall not be in conflict with any rule of law or with this
Agreement;





	  	(2)	the Trustee shall have been provided with indemnity satisfactory to it; and





	  	(3)	the Trustee may take any other action deemed proper by the Trustee, as the case
may be, which is not inconsistent with such direction; provided, however, that
the Trustee need not take any action which it determines might involve it in
liability or may be unjustly prejudicial to the Owners not so directing.





          
Section 6.12. Indemnification by CHEC.


          CHEC
agrees to indemnify and hold the Trustee, the Depositor and each Owner harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, fees and expenses that the
Trustee, the Depositor and any Owner sustain in any way related to the failure
of Sellers to perform their duties in compliance with the terms of this
Agreement. CHEC shall immediately notify the Trustee, the Depositor and each
Owner if a claim is made by a third party that the Servicer has failed to
perform its obligations to service and administer the Home Equity Loans in
compliance with the terms of this Agreement, and CHEC shall assume (with the
consent of the Trustee) the defense of any such claim and pay all expenses in
connection therewith, including reasonable counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against the
Depositor, the Servicer, the Sellers, the Trustee and/or Owner in respect of
such claim. The Trustee shall, in accordance with instructions received from
CHEC, reimburse CHEC only from amounts otherwise distributable on the Class X-IO
and the Class R Certificates for all amounts advanced by it pursuant to the
preceding sentence, except when a final nonappealable adjudication determines
that the claim relates directly to the failure of the Sellers to perform their
duties in compliance with the terms of this Agreement. The provisions of this
Section 6.12 shall survive the termination of this Agreement, the resignation or
removal of the Trustee and the payment of the outstanding
Certificates.


END OF ARTICLE VI


ARTICLE VII



ACCOUNTS, DISBURSEMENTS AND RELEASES


          
Section 7.01. Collection of Money.


          
Except as otherwise expressly provided herein, the Trustee shall demand payment
or delivery of all money and other property payable to or receivable by the
Trustee pursuant to this Agreement, including all payments due on the Home
Equity Loans in accordance with the respective terms and conditions of such Home
Equity Loans and required to be paid over to the Trustee by the Servicer or by
any Sub-Servicer. The Trustee shall hold all such money and property received by
it as part of the Trust Estate and shall apply it as provided in this Agreement.


          
Section 7.02. Establishment of Accounts.


          
(a)     The Depositor shall cause the Certificate
Account and the Supplemental Interest Reserve Fund to be established on the
Startup Day, and the Trustee shall maintain each of the Certificate Account and
the Supplemental Interest Reserve Fund, at the Corporate Trust Office as an
Eligible Account to be held by the Trustee in the name of the Trust on behalf of
(i) in the case of the Certificate Account, the Owners of the Certificates; and
(ii) in the case of the Supplemental Interest Reserve Fund, the Owners of the
Class AV and Subordinate Certificates.


          
(b)     On each Determination Date the Trustee shall
determine (subject to the terms of Section 10.03(j) hereof, based solely on
information provided to it electronically or in writing by the Servicer) with
respect to the immediately following Distribution Date, the amounts that are
expected to be on deposit in the Certificate Account as of such Distribution
Date.


          
Section 7.03. Flow of Funds.


		(a)     
(i)      The Trustee shall deposit in the Certificate
Account without duplication, upon receipt, with respect to Group I, the proceeds
of any liquidation of the assets of the Trust insofar as such assets relate to
Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09
and 8.10 with respect to Group I and the Group I Monthly Remittance Amount
remitted by the Servicer.





		          
(ii)     The Trustee shall deposit in the Certificate
Account without duplication, upon receipt, with respect to Group II, the
proceeds of any liquidation of the assets of the Trust insofar as such assets
relate to Group II, all remittances made to the Trustee pursuant to Sections
8.08(e), 8.09 and 8.10 with respect to Group II, the Closing Date Deposit and
the Group II Monthly Remittance Amount remitted by the Servicer.





          
(b)          On each
Distribution Date, the Trustee shall make the following allocations,
disbursements and transfers (based solely on information provided by the
Servicer in writing), from amounts deposited in the Certificate Account pursuant
to subsection (a) in the following order of priority, and each such allocation,
transfer and disbursement shall be treated as having occurred only after all
preceding allocations:


          
A.     The Group I Monthly Interest Amount and Group II
Monthly Interest Amount, respectively, are required to be distributed in the
following order of priority until such amounts have been fully
distributed:


		1.     first, to the Trustee, the
Trustee Fee and any Transition Expenses for the related Group;





		2.     second, to each Class of the
Senior Certificates for such Group, the Class Monthly Interest Amount and any
Class Interest Carryover Shortfall for such Class on that Distribution Date;
provided, however, if the interest collections for the related Group are not
sufficient to make a full distribution of the Class Monthly Interest Amount and
any Class Interest Carryover Shortfall with respect to the Senior Certificates
of such Group, the interest amounts for the related Group will be distributed
pro rata among each such Class of Senior Certificates of the related Group based
on the ratio of:





	  	(i)	the Class Monthly Interest Amount and Class Interest Carryover Shortfall for
that Class to





	  	(ii)	the total amount of Class Monthly Interest Amount and any Class Interest
Carryover Shortfall for the Senior Certificates of the Group;





		3.     third, to the Class M-1
Certificates of the Group, the Class Monthly Interest Amount for that Class and
Distribution Date;;





		4.     fourth, to the Class M-2
Certificates of the Group, the Class Monthly Interest Amount for that Class and
Distribution Date;





		5.     fifth, to the Class B Certificates
of the Group, the Class Monthly Interest Amount for that Class and Distribution
Date; and





		6.     sixth, any remainder will be
treated as Excess Interest of such Group and distributed pursuant to clause C.
below.





          
B.     The Principal Distribution Amount for that
Distribution Date with respect to each Group is required to be distributed in
the following order of priority until the related Principal Distribution Amount
has been fully distributed:


		1.     to the Senior Certificates of the
related Group, the Senior Principal Distribution Amount for the Group, as
follows:





	  	(i)	the Senior Principal Distribution Amount for Group I is required to be
distributed as follows:





	  	(A)	first, the Class AF-6 Lockout Distribution Amount to the Class AF-6
Certificates, and





	  	(B)	then, the balance of the Senior Principal Distribution Amount for Group I,
sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5
and Class AF-6 Certificates so that no distribution will be made to any such
Class until the Certificate Principal Balances of all the related Senior
Certificates with a lower numeral designation shall have been reduced to zero;





		provided, however, that, on any Distribution Date on which the Certificate
Principal Balance of the Senior Certificates with respect to Group I is equal to
or greater than the aggregate Loan Balance of the Group I Home Equity Loans, the
Senior Principal Distribution Amount for Group I will be distributed pro rata
and not sequentially to those Senior Certificates; and





	  	(ii)	the Senior Principal Distribution Amount for Group II is required to be
distributed to the Class AV Certificates until the Certificate Principal Balance
of that Class has been reduced to zero;





		2.     to the Class M-1 Certificates of
the Group, the Class M-1 Principal Distribution Amount for that Class;





		3.     to the Class M-2 Certificates of
the Group, the Class M-2 Principal Distribution Amount for that Class; and





		4.     to the Class B Certificates of the
Group, the Class B Principal Distribution Amount for that Class.





          
C.     Group I Monthly Interest Amounts or Group II
Monthly Interest Amounts, as applicable, remaining pursuant to clause A.6 above,
together with any Excess Overcollateralization Amount for the related Group,
will be treated as Excess Interest and will be required to be distributed in the
following order of priority until fully distributed:


		1.     the Subordination Increase Amount
for the Group, payable in the order of priority set forth in clauses B.1 through
B.4 above;





		2.     to the Class M-1 Certificates of
the Group, the Class Interest Carryover Shortfall for that Class;





		3.     to the Class M-1 Certificates of
the Group, the Class Principal Carryover Shortfall for that Class;





		4.     to the Class M-2 Certificates of
the Group, the Class Interest Carryover Shortfall for that Class;





		5.     to the Class M-2 Certificates of
the Group, the Class Principal Carryover Shortfall for that Class;





		6.     to the Class B Certificates of the
Group, the Class Interest Carryover Shortfall for that Class;





		7.     to the Class B Certificates of the
Group, the Class Principal Carryover Shortfall for that Class;





		8.     for distribution to the other
Group first, to the Offered Certificates of the other Group, payable in the
order of priority set forth in clauses B.1 through B.4 above, to the extent that
any Subordination Increase Amounts with respect to such Certificates have not
otherwise been distributed in full for that Distribution Date and then, to the
Offered Certificates of the other Group in accordance with the priorities set
forth in clauses C.2 through C.7, to the extent that any related Class Principal
Carryover Shortfalls have not otherwise been distributed in full for that
Distribution Date;





		9.     to the Class X-IO Certificates,
for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the
Class X-IO Distribution Amount and (b) the WAC Excess;





		10.     in the case of Group I,
sequentially, to the Class MF-1, Class MF-2 and Class BF Certificates, in that
order, the related Group I Net WAC Cap Carryover from and to the extent of funds
on deposit in the Supplemental Interest Reserve Fund with respect to Group I
and, in the case of Group II, to the Group II Certificates, payable in the order
of priority set forth in clauses 1 through 5 of clause A. above, the related
Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the
Supplemental Interest Reserve Fund with respect to Group II;





		11.     to the Trustee as reimbursement
for all Trustee Reimbursable Expenses with respect to the related Group incurred
in connection with its duties and obligations under the Agreement to the extent
not paid as Trustee Fees or Transition Expenses pursuant to clause A.1 above,
payable first from the related Group and then from the other Group;





		12.     to the Servicer to the extent of
any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and
unreimbursed Compensating Interest each with respect to the related Group,
payable first from the related Group and then from the other Group; and





		13.     To the Class X-IO Certificates,
an amount equal to the Class X-IO Distribution Amount less any amounts thereof
applied pursuant to clauses C. 9 through C. 12 above; provided, however, that on
any Distribution Date on which the Class X-IO Distribution Amount is
distributable pursuant to Section 9.02(d), any Class X-IO Distribution Amount
shall instead be distributed to the Classes of Offered Certificates of the
related Group, such amount to be applied in reduction of the Certificate
Principal Balance of such Classes in the same order of priority as the principal
distribution amounts are to be applied for such related Offered Certificates
pursuant to clauses B.1 through B.4 above.





		14.     To the Class R Certificates, the
remainder.





          
(c)     Notwithstanding any of the foregoing
provisions, the aggregate amounts distributed on all Distribution Dates to the
Owners of the related Offered Certificates on account of principal pursuant to
Section 7.03(b) shall not exceed the original Certificate Principal Balance of
the related Offered Certificates.


          The
rights of the Owners to receive distributions from the proceeds of the Trust
Estate, and all ownership interests of the Owners in such distributions, shall
be as set forth in this Agreement. In this regard, all rights of the Owners of
the Class X-IO and Class R Certificates to receive distributions in respect of
the Class X-IO and Class R Certificates shall be subject and subordinate to the
preferential rights of the holders of the Offered Certificates to receive
distributions thereon and the ownership interests of such Owners in such
distributions, as described herein. In accordance with the foregoing, the
ownership interests of the Owners of the Class X-IO and Class R Certificates in
amounts deposited in the Accounts from time to time shall not vest unless and
until such amounts are distributed in respect of the Class X-IO and Class R
Certificates in accordance with the terms of this Agreement. Notwithstanding
anything contained in this Agreement to the contrary, the Owners of the Class
X-IO and Class R Certificates shall not be required to refund any amount
properly distributed on the Class X-IO and Class R Certificates pursuant to this
Section 7.03.


          
Section 7.04. Supplemental Interest Reserve Fund. On the Startup Day, the
holders of the Class X-IO Certificates will deposit, or cause to be deposited,
into the Supplemental Interest Reserve Fund, $10,000. On each Distribution Date
as to which there is WAC Excess, the Trustee has been directed to, and shall
therefore, deposit into the Supplemental Interest Reserve Account an amount
equal to the WAC Excess which is payable pursuant to Section 7.03(b) clause
C.10. If no WAC Excess is payable on a Distribution Date, the Trustee shall
deposit into the Supplemental Interest Reserve Fund on behalf of the Class X-IO
Certificateholders an amount such that when added to other amounts already on
deposit in the fund, the aggregate amount on deposit therein is equal to
$10,000. For federal and state income tax purposes, the Class X-IO
Certificateholders will be deemed to be the owners of the Supplemental Interest
Reserve Fund and all amounts deposited into the Supplemental Interest Reserve
Fund (other than the initial $10,000 deposit) shall be treated as amounts
distributed by REMIC I with respect to the Class X-IO Distribution Amount.
Amounts held in the Supplemental Interest Reserve Fund and not distributable to
the Carryover Certificateholders on any Distribution Date will be invested by
the Trustee in investments designated by the Class X-IO Certificateholders
having maturities on or prior to the next succeeding Distribution Date on which
such amounts will be distributable to the Carryover Certificateholders. Upon the
termination of the Trust, or the payment in full of the Carryover Certificates,
all amounts remaining on deposit in the Supplemental Interest Reserve Fund will
be released from the lien of the Trust and distributed to the Class X-IO
Certificateholders or their designees. The Supplemental Interest Reserve Fund
will be part of the Trust but not part of any REMIC created hereunder and any
payments to the Carryover Certificates of WAC Excess and will not be payments
with respect to a "regular interest" in a REMIC within the meaning of Code
Section 860G(a)(1).


          
Section 7.05.     Investment of Accounts.


          
(a)     Consistent with any requirements of the Code,
all or a portion of any Account held by the Trustee for the benefit of the
Owners may (i) remain uninvested or (ii) be invested and reinvested by the
Trustee as directed in writing by the Servicer in the name of the Trustee for
the benefit of the Owners in one or more Eligible Investments bearing interest
or sold at a discount. The bank serving as Trustee or any Affiliate thereof may
be the obligor on any investment which otherwise qualifies as an Eligible
Investment. No investment in any Account shall mature later than the Business
Day immediately preceding the next Distribution Date. Amounts held in the
Certificate Account shall be invested in Eligible Investments, which Eligible
Investments shall mature no later than the Business Day preceding the
immediately following Distribution Date or, if such Eligible Investments are an
obligation of the Trustee or are money market funds for which the Trustee or any
Affiliate is the manager or the adviser, such Eligible Investments shall mature
no later than the following Distribution Date.


          
(b)     If any amounts are needed for disbursement from
any Account held by the Trustee and sufficient uninvested funds are not
available to make such disbursement, the Trustee shall cause to be sold or
otherwise converted to cash as directed in writing by the Servicer a sufficient
amount of the investments in such Account. No investments will be liquidated
prior to maturity unless the proceeds thereof are needed for
disbursement.


          
(c)     All income or other gain from investment in the
Certificate Account held by the Trustee shall be withdrawn by the Trustee and
remitted to the Servicer (except with respect to all income or other gain from
investment earned on the Business Day immediately preceding a Distribution Date,
which amounts shall be retained by the Trustee). Any investment losses on
amounts held in the Certificate Account shall, promptly upon realization of such
loss, be contributed by the Servicer to the Trustee for deposit in the
Certificate Account.


          
Section 7.06.     Payment of Trust Expenses.


          
(a)     With respect to the Certificate Account the
Trustee shall receive all income and other gains from investments as described
in Section 7.05(c).


          
(b)     The Seller shall pay directly on the Startup
Day the reasonable fees and expenses of counsel to the Trustee.


          
Section 7.07.     Eligible Investments.


          The
following are Eligible Investments:


          
(a)     direct general obligations of, or obligations
fully and unconditionally guaranteed as to the timely payment of principal and
interest by, the United States or any agency or instrumentality thereof,
provided such obligations are backed by the full faith and credit of the United
States, FHLMC senior debt obligations, and FNMA senior debt obligations, but
excluding any of such securities whose terms do not provide for payment of a
fixed dollar amount upon maturity or call for redemption;


          
(b)     Federal Housing Administration debentures;


          
(c)     FHLMC participation certificates which guaranty
timely payment of principal and interest and senior debt obligations;


          
(d)     Consolidated senior debt obligations of any
Federal Home Loan Banks;


          
(e)     FNMA mortgage-backed securities (other than
stripped mortgage securities) and senior debt obligations;


          
(f)     Federal funds, certificates of deposit, time
deposits, and bankers' acceptances (having original maturities of not more than
365 days) of any domestic bank, the short-term debt obligations of which have
been rated A-l by Standard & Poor's, P-l by Moody's and, if rated by Fitch, F1+
by Fitch; provided that any such certificates of deposit must be secured at all
times by collateral described in clause (a) or (b) above, such collateral must
be held by a third party and the Trustee must have a perfected first priority
security interest in such collateral;


          
(g)     Deposits of any bank or savings and loan
association (the long-term deposit rating of which is A2 or better by Moody's,
BBB or better by Standard & Poor's and, if rated by Fitch, AA- or better by
Fitch) which has combined capital, surplus and undivided profits of at least
$50,000,000 which deposits are insured by the FDIC and held up to the limits
insured by the FDIC;


          
(h)     Repurchase agreements collateralized by
securities described in clause (a), (c), or (e) above with any registered
broker/dealer subject to the Securities Investors Protection Corporation's
jurisdiction and subject to applicable limits therein promulgated by Securities
Investors Protection Corporation or any commercial bank, if such broker/dealer
or bank has an uninsured, unsecured and unguaranteed short-term or long term
obligation rated P-l or Aa2, respectively, or better by Moody's, F-1+ or AA,
respectively, or better by Standard & Poor's, and, if rated by Fitch, F-1+ or
AA-, respectively, or better by Fitch provided:


		          
a.     A master repurchase agreement or specific
written repurchase agreement governs the transaction;





		          
b.     The securities are held free and clear of any
lien by the Trustee or an independent third party acting solely as agent for the
Trustee, and such third party is (a) a Federal Reserve Bank or (b) a bank which
is a member of the FDIC and which has combined capital, surplus and undivided
profits of not less than $125,000,000 or (c) a bank approved in writing for such
purpose by the Trustee, and the Trustee shall have received written confirmation
from such third party that it holds such securities, free and clear of any lien,
as agent for the Trustee;





		          
c.     A perfected first security interest under the
Uniform Commercial Code, or book-entry procedures prescribed at 31 CFR 306.1 et
seq. or 31 CFR 350.0 et seq., in such securities is created for the benefit of
the Trustee;





		          
d.     The repurchase agreement has a term of thirty
days or less and the Trustee will value the collateral securities no less
frequently than weekly marked-to-market at current market price plus interest
and will liquidate the collateral securities if any deficiency in the required
collateral percentage is not restored within two business days of such
valuation; and





		          
e.     The fair market value of the collateral
securities in relation to the amount of the repurchase obligation, including
principal and interest, is equal to at least 106%.





          
(i)     Commercial paper (having original maturities of
not more than 270 days) rated in the highest short-term rating categories of
Standard & Poor's, Moody's and, if rated by Fitch, Fitch;


          
(j)     Any money market fund rated AAAm or AAAm-G by
Standard & Poor's, Aaa by Moody's and, if rated by Fitch, AA by Fitch which
funds are registered under the Investment Company Act of 1940 and whose shares
are registered under the Securities Act, including any such fund that is managed
by the Trustee or any Affiliate of the Trustee or for which the Trustee or any
of its Affiliates acts as an adviser; and


          
(k)     Any other investment permitted by each of the
Rating Agencies;


PROVIDED THAT NO INSTRUMENT DESCRIBED ABOVE SHALL EVIDENCE
EITHER THE RIGHT TO RECEIVE (A) ONLY INTEREST WITH RESPECT TO THE OBLIGATIONS
UNDERLYING SUCH INSTRUMENT OR (B) BOTH PRINCIPAL AND INTEREST PAYMENTS DERIVED
FROM OBLIGATIONS UNDERLYING SUCH INSTRUMENT AND THE INTEREST AND PRINCIPAL
PAYMENTS WITH RESPECT TO SUCH INSTRUMENT PROVIDED A YIELD TO MATURITY AT PAR
GREATER THAN 120% OF THE YIELD TO MATURITY AT PAR OF THE UNDERLYING OBLIGATIONS;
AND PROVIDED, FURTHER, THAT ALL INSTRUMENTS DESCRIBED HEREUNDER SHALL MATURE AT
PAR ON OR PRIOR TO THE NEXT SUCCEEDING DISTRIBUTION DATE UNLESS OTHERWISE
PROVIDED IN THIS AGREEMENT AND THAT NO INSTRUMENT DESCRIBED HEREUNDER MAY BE
PURCHASED AT A PRICE GREATER THAN PAR IF SUCH INSTRUMENT MAY BE PREPAID OR
CALLED AT A PRICE LESS THAN ITS PURCHASE PRICE PRIOR TO STATED MATURITY.


          
Section 7.08.     Accounting and Directions by Trustee.


          By
12:00 noon New York time, on each Distribution Date (or such earlier period as
shall be agreed by the Seller and the Trustee), the Trustee shall notify
(subject to the terms of Section 10.03(j) hereof, based solely on information
provided to the Trustee by the Servicer and upon which the Trustee may
conclusively rely) the Seller, the Depositor and each Owner, of the following
information with respect to such Distribution Date (which notification may be
given by facsimile, or by telephone promptly confirmed in writing):


	  	(1)	The aggregate amount on deposit in the Certificate Account as of the related
Determination Date;





	  	(2)	The Class Principal Distribution Amount, with respect to each Class
individually, and all Classes in the aggregate on the next Distribution Date;





	  	(3)	The amount of any Excess Interest for each Group;





	  	(4)	The application of the amounts described in clauses (1) and (3) above to be made
on such Distribution Date in accordance with Section 7.03 hereof;





	  		The Certificate Principal Balance of each Class, the aggregate amount of the
principal of each Class of the Offered Certificates to be paid on such
Distribution Date and the remaining Certificate Principal Balance of each Class
of Offered Certificates following any such payment;





	  	(6)	The amount, if any, of any Realized Losses for each Home Equity Loan Group for
the related Remittance Period and any Applied Realized Loss Amounts with respect
to the Subordinate Certificates for each Group for the related Distribution
Date; and





	  	(7)	The amount of any Subordination Increase Amount, any Excess
Overcollateralization Amount and the Required Overcollateralization Amount, in
each case for each Group and the relevant Distribution Date.





          
Section 7.09.     Reports by Trustee to Owners.


          
(a)     On each Distribution Date the Trustee shall
transmit a report in writing to each Owner, the Underwriters, the Depositor,
Standard & Poor's, Moody's and Fitch setting forth:


	  	          
(i)     the amount of the distribution with respect to
such Owner's Certificates (based on a Certificate in the original principal
amount of $1,000);





		          
(ii)     the amount of such Owner's distributions
allocable to principal, separately identifying the aggregate amount of any
Prepayments in full or other Prepayments or other recoveries of principal
included therein (based on a Certificate in the original principal amount of
$1,000) and any related Subordination Increase Amount;





		          
(iii)     the amount of such Owner's distributions
allocable to interest (based on a Certificate in the original principal amount
of $1,000);





		          
(iv)     any Class Interest Carryover Shortfall for any
Class of Offered Certificates for such Distribution Date;





		          
(v)     any Class Principal Carryover Shortfall for any
Class of Subordinate Certificates for such Distribution Date;





		          
(vi)     the principal amount of each Class of Offered
Certificate which will be Outstanding and the aggregate Loan Balance of each
Group, after giving effect to any payment of principal on such Distribution
Date;





		          
(vii)     the Overcollateralization Amount and Required
Overcollateralization Amount for each Group, if any, remaining after giving
effect to all distributions and transfers on such Distribution Date;





		          
(viii)     based upon information furnished by the
Servicer, such information as may be required by Section 6049(d)(7)(C) of the
Code and the regulations promulgated thereunder to assist the Owners in
computing their market discount;





		          
(ix)     the total of any Substitution Amounts and any
Loan Purchase Price amounts included in such distribution with respect to each
Group;





		          
(x)     the weighted average Coupon Rate of the Home
Equity Loans in each Group;





		          
(xi)     the Group I Monthly Interest Amount and the
Group II Monthly Interest Amount for such Distribution Date;





		          
(xii)     such other information as any Owner may
reasonably request with respect to Delinquent Home Equity Loans;





		          
(xiii)     the weighted average gross margin of the
Home Equity Loans in Group II;





		          
(xiv)     the largest Loan Balance outstanding in each
Group;





		          
(xv)     the Basic Principal Amount for each Group for
such Distribution Date;





		          
(xvi)     the Group I Net WAC Cap Carryover and the
Group II Net WAC Cap Carryover paid to the Owners of each Class of Carryover
Certificates for such Distribution Date and any Group I Net WAC Cap Carryover
and Group II Net WAC Cap Carryover remaining unpaid;





		          
(xvii)     the related Certificate Rate for each Class
for the related Distribution Date;





		          
(xviii)     the Group I Net WAC Cap and the Group II
Net WAC Cap for such Distribution Date; and





		          
(xix)     the amount of any Applied Realized Loss
Amounts applied with respect to each Class of Subordinate Certificates; and





		          
(xx)     the occurrence of the Stepdown Date for any Group.





          The
Servicer shall provide to the Trustee the information described in Section
8.08(f) and in clause (b) below to enable the Trustee to perform its reporting
obligations under this Section, and such obligations of the Trustee under this
Section are conditioned upon such information being received and the information
provided in clauses (ii), (ix) and (x) above shall be based solely upon
information contained in the monthly servicing report provided by the Servicer
to the Trustee pursuant to Section 8.08 hereof.


          
(b)     In addition, on each Distribution Date the
Trustee will distribute to each Owner, the Underwriters, Standard & Poor's,
Moody's and Fitch, together with the information described in subsection (a)
preceding, the following information with respect to each Home Equity Loan Group
and for both Groups in the aggregate which is hereby required to be prepared by
the Servicer and furnished to the Trustee for such purpose on or prior to the
related Monthly Remittance Date:


		          
(i)     the number and aggregate Loan Balances of Home
Equity Loans (a) 30-59 days Delinquent, (b) 60-89 days Delinquent and (c) 90 or
more days Delinquent, as of the close of business on the last Business Day of
the calendar month immediately preceding the Distribution Date, (d) the number
and aggregate Loan Balances of all Home Equity Loans as of such Distribution
Date after giving effect to any payment of principal on the last day of the
Remittance Period immediately preceding the Distribution Date and (e) the
percentage that each of the amounts represented by clauses (a), (b) and (c)
represent as a percentage of the respective amounts in clause (d);





		          
(ii)     the status and the number and dollar amounts
of all Home Equity Loans in foreclosure proceedings as of the close of business
on the last Business Day of the calendar month immediately preceding such
Distribution Date, separately stating, for this purpose, all Home Equity Loans
with respect to which foreclosure proceedings were commenced in the immediately
preceding calendar month;





		          
(iii)     the number of Mortgagors and the Loan
Balances of (a) the related Home Equity Loans involved in bankruptcy proceedings
as of the close of business on the last Business Day of the calendar month
immediately preceding such Distribution Date and (b) Home Equity Loans that are
"balloon" loans;





		          
(iv)     the existence and status of any REO
Properties, as of the close of business on the last Business Day of the calendar
month immediately preceding the Distribution Date;





		          
(v)     the book value of any REO Property as of the
close of business on the last Business Day of the calendar month immediately
preceding the Distribution Date;





		          
(vi)     cumulative Realized Losses incurred on the
Home Equity Loans from the Startup Day to and including the Remittance Period
immediately preceding the Distribution Date;





		          
(vii)     the amount of Net Liquidation Proceeds
realized on the Home Equity Loans during the Remittance Period immediately
preceding the Distribution Date; and





		          
(viii)     the related 60+ Delinquency Percentage
(Rolling Three Month) with respect to such Distribution Date; and





		          
(ix)     whether the applicable Trigger Event has occurred.





          The
Trustee shall forward such report (together with the information described in
(a) above) concurrently with each distribution to the Certificateholders and the
Rating Agencies.


          
(c)     The Trustee shall, on behalf of the Trust,
cause to be filed with the Commission any periodic reports required to be filed
on behalf of the Trust under the provisions of the Exchange Act, and the rules
and regulations of the Commission thereunder. Upon the request of the Trustee,
each of the Seller, the Servicer and the Depositor shall cooperate with the
Trustee in the preparation of any such report and shall provide to the Trustee
in a timely manner all such information or documentation as is in the possession
of such Person and that the Trustee may reasonably request in connection with
the performance of its duties and obligations under this Section.


          The
Trustee shall file with the Commission a Form 15 with respect to the Trust as
soon as practicable following the first date on which the conditions to filing
thereof have been satisfied. Following the filing of such Form 15, the Trustee
will submit a certificate addressed to an officer of the Depositor certifying
that all filings under the Exchange Act have been made and shall attach a copy
of acceptance slips for such filings. On the Startup Day, the Depositor shall
provide the Trustee with a letter at Closing, substantially in the form attached
hereto as Exhibit M, instructing the Trustee, as filing agent, to comply with
the reporting obligations for the Trust under the Exchange Act.


          
Section 7.10.     Reports by Trustee.


          
(a)     The Trustee shall report to the Depositor, the
Seller and each Owner, with respect to the amount on deposit in the Certificate
Account (including the amount therein relating to each Group) and the identity
of the investments included therein, as the Depositor, the Seller or any Owner
may from time to time reasonably request. Without limiting the generality of the
foregoing, the Trustee shall, at the reasonable request of the Depositor, the
Seller or any Owner, transmit promptly to the Depositor, the Seller and any
Owner copies of all accountings of receipts in respect of the Home Equity Loans
furnished to it by the Servicer and shall notify the Seller if any Monthly
Remittance Amount has not been received by the Trustee when due.


          
(b)     The Trustee shall report to each Owner with
respect to any written notices it may from time to time receive which provide an
Authorized Officer with actual knowledge that any of the statements set forth in
Section 3.04(b) hereof are inaccurate.


          
(c)     The Trustee will make the report referred to in
Section 7.09 herein (and, at its option, any additional files containing the
same information in an alternative format) available each month to
Certificateholders and other parties to this Agreement via the Trustee's
internet website, which is presently located at www.abs.bankone.com. Persons
that are unable to use the above website are entitled to have a paper copy
mailed to them via first Class mail by calling the Trustee at 1-800-524-9472.
The Trustee shall have the right to change the way the report referred to in
Section 7.09 herein is distributed in order to make such distribution more
convenient and/or more accessible to the above parties and to the
Certificateholders. The Trustee shall provide timely and adequate notification
to all above parties and to the Certificateholders regarding any such
change.


          
Section 7.11. Allocation of Losses. On each Distribution Date, the Trustee shall
determine the total of the Applied Realized Loss Amounts for each Group for such
Distribution Date. The Applied Realized Loss Amount for any Group and
Distribution Date shall be applied by reducing, on a dollar for dollar basis,
the Certificate Principal Balance of each Class of Subordinate Certificates of
the related Group beginning with the Class of Subordinate Certificates then
outstanding with the lowest relative payment priority, in each case until the
respective Certificate Principal Balance thereof is reduced to zero. Any Applied
Realized Loss Amount allocated to a Class of Subordinate Certificates shall be
allocated among the Subordinate Certificates of such Class in proportion to
their respective Percentage Interests.


END OF ARTICLE VII


ARTICLE VIII



SERVICING AND ADMINISTRATION OF HOME EQUITY LOANS


          
Section 8.01.     Servicer and Sub-Servicers.


          
Acting directly or through one or more Sub-Servicers as provided in Section
8.03, the Servicer shall service and administer the Home Equity Loans in
accordance with this Agreement and the terms of the respective Home Equity
Loans, and with prudent and reasonable care, using the degree of skill and
attention that the Servicer exercises with respect to comparable home equity
loans that it services for itself or others and shall have full power and
authority, acting alone, to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary or
desirable but without regard to: (i) any relationship that the Servicer, any
Sub-Servicer or any Affiliate of the Servicer or any Sub-Servicer may have with
the related Mortgagor; (ii) the ownership of any Certificate by the Servicer or
any Affiliate of the Servicer; (iii) the Servicer's obligation to make
Delinquency Advances or Servicing Advances; or (iv) the Servicer's or any
Sub-Servicer's right to receive compensation for its services hereunder or with
respect to any particular transaction.


          
Subject to Section 8.03 hereof, the Servicer may, and is hereby authorized to,
perform any of its servicing responsibilities with respect to all or certain of
the Home Equity Loans through a Sub-Servicer as it may from time to time
designate, but no such designation of a Sub-Servicer shall serve to release the
Servicer from any of its obligations under this Agreement. Such Sub-Servicer
shall have the rights and powers of the Servicer which have been delegated to
such Sub-Servicer with respect to such Home Equity Loans under this Agreement.


          
Without limiting the generality of the foregoing, but subject to Sections 8.13
and 8.14, the Servicer in its own name or in the name of a Sub-Servicer is
hereby authorized and empowered (i) to execute and deliver, on behalf of itself,
the Owners and the Trustee 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 Home Equity Loans and with
respect to the Properties, (ii) to institute foreclosure proceedings or obtain a
deed in lieu of foreclosure so as to effect ownership of any Property in the
name of the Servicer on behalf of the Trustee, and (iii) to hold title to any
Property upon such foreclosure or deed in lieu of foreclosure on behalf of the
Trustee; provided, however, that Section 8.13(a) and Section 8.14(a) shall each
constitute a revocable power of attorney from the Trustee to the Servicer to
execute an instrument of satisfaction (or assignment of Mortgage without
recourse) with respect to any Home Equity Loan held by the Trustee hereunder
paid in full or foreclosed (or with respect to which payment in full has been
escrowed). Revocation of the power of attorney created by the proviso of the
preceding sentence shall take effect upon (i) the receipt by the Servicer of
written notice thereof from the Trustee or (ii) a Servicer Termination Event or
(iii) the termination of the Trust. The Trustee shall at the written direction
of the Servicer execute any documentation furnished to it by the Servicer for
recordation by the Servicer in the appropriate jurisdictions, as shall be
necessary to effectuate the foregoing. Subject to Sections 8.13 and 8.14, the
Trustee shall, if necessary, execute a limited power of attorney in the form
reasonably acceptable to the Trustee to the Servicer or any Sub-Servicer and
furnish them with any other documents as the Servicer or such Sub-Servicer shall
reasonably request to enable the Servicer and such Sub-Servicer to carry out
their respective servicing and administrative duties hereunder.


          Upon
the request of the Trustee, the Servicer shall send to the Trustee, the details
concerning the servicing of the Home Equity Loans on computer generated tape,
diskette or other machine readable format which is mutually
agreeable.


          The
Servicer shall give prompt written notice to the Trustee of any action, of which
the Servicer has actual knowledge, to (i) assert a claim against the Trust or
(ii) assert jurisdiction over the Trust.


          
Servicing Advances incurred by the Servicer or any Sub-Servicer in connection
with the servicing of the Home Equity Loans (including any penalties in
connection with the payment of any taxes and assessments or other charges on any
Property) shall be recoverable by the Servicer or such Sub-Servicer to the
extent described in Section 8.09(b) hereof.


          The
Servicer will exercise its discretion consistent with customary servicing
procedures and the terms of this Agreement, with respect to the enforcement and
servicing of defaulted Home Equity Loans in such manner as will maximize the
receipt of principal and interest with respect thereto, including but not
limited to the sale of such Home Equity Loans to a third party, the modification
of such Home Equity Loans, or foreclosure upon the related Property and
disposition thereof.


          
Section 8.02.     Collection of Certain Home Equity Loan Payments.


          The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Home Equity Loans, and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable Insurance Policy, follow collection procedures for all Home
Equity Loans at least as rigorous as those described in the FNMA Guide.
Consistent with the foregoing, the Servicer may in its discretion waive or
permit to be waived any late payment charge, prepayment charge, assumption fee
or any penalty interest in connection with the prepayment of a Home Equity Loan
or any other fee or charge which the Servicer would be entitled to retain
hereunder as servicing compensation. In the event the Servicer shall consent to
the deferment of the due dates for payments due on a Note, the Servicer shall
nonetheless make payment of any required Delinquency Advance with respect to the
payments so extended to the same extent as if such installment were due, owing
and Delinquent and had not been deferred, and shall be entitled to reimbursement
therefor in accordance with Section 8.09(a) hereof.


          
Section 8.03.     Sub-Servicing Agreements Between Servicer and Sub-Servicers.


          The
Servicer may, with the prior written consent of the Trustee, enter into
Sub-Servicing Agreements for any servicing and administration of Home Equity
Loans with any institution which is acceptable to the Trustee and which (x) is
in compliance with the laws of each state necessary to enable it to perform its
obligations under such Sub-Servicing Agreement, (y) has experience servicing
home equity loans that are similar to the Home Equity Loans and (z) has equity
of not less than $5,000,000 (as determined in accordance with generally accepted
accounting principles). The Servicer shall give written notice to the Trustee,
the Owners and the Rating Agencies of the appointment of any Sub-Servicer (and
shall receive the confirmation of the Rating Agencies that such Sub-Servicer
shall not result in a withdrawal or downgrading by any Rating Agency of the
rating or the shadow rating of the Offered Certificates). For purposes of this
Agreement, the Servicer shall be deemed to have received payments on Home Equity
Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall
be required to service the Home Equity Loans in accordance with this Agreement
and any such Sub-Servicing Agreement shall be consistent with and not violate
the provisions of this Agreement. Each Sub-Servicing Agreement shall provide
that the Trustee (if acting as successor Servicer) or any other successor
Servicer shall have the option to terminate such agreement without payment of
any fees if the original Servicer is terminated or resigns. The Servicer shall
deliver to the Trustee copies of all Sub-Servicing Agreements, and any
amendments or modifications thereof, promptly upon the Servicer's execution and
delivery of such instrument.


          
Section 8.04.     Successor Sub-Servicers.


          The
Servicer shall be entitled to terminate any Sub-Servicing Agreement in
accordance with the terms and conditions of such Sub-Servicing Agreement and to
either itself directly service the related Home Equity Loans or enter into a
Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under
Section 8.03.


          
Section 8.05.     Liability of Servicer; Indemnification.


          
(a)     The Servicer shall not be relieved of its
obligations under this Agreement notwithstanding any Sub-Servicing Agreement or
any of the provisions of this Agreement relating to agreements or arrangements
between the Servicer and a Sub-Servicer and the Servicer shall be obligated to
the same extent and under the same terms and conditions as if it alone were
servicing and administering the Home Equity Loans. The Servicer shall be
entitled to enter into any agreement with a Sub-Servicer for indemnification of
the Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing
Agreement shall be deemed to limit or modify this Agreement.


          
(b)     The Servicer agrees to indemnify and hold the
Trustee, the Depositor and each Owner harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments,
and any other costs, fees and expenses that the Trustee, the Depositor and any
Owner may sustain in any way related to the failure of the Servicer to perform
its duties and service the Home Equity Loans in compliance with the terms of
this Agreement. The Servicer shall immediately notify the Trustee, the Depositor
and each Owner if a claim is made by a third party with respect to this
Agreement, and the Servicer shall assume (with the consent of the Trustee) the
defense of any such claim and pay all expenses in connection therewith,
including reasonable counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against the Servicer, the Trustee, the
Depositor and/or Owner in respect of such claim. The Trustee shall, in
accordance with written instructions received from the Servicer, reimburse the
Servicer only from amounts otherwise distributable on the Class R Certificates
for all amounts advanced by it pursuant to the preceding sentence, except when a
final nonappealable adjudication determines that the claim relates directly to
the failure of the Servicer to perform its duties in compliance with the
Agreement. The provisions of this Section 8.05(b) shall survive the termination
of this Agreement, the resignation or removal of the Trustee, and the payment of
the outstanding Certificates.


          
Section 8.06. No Contractual Relationship Between Sub-Servicer, Trustee or the
Owners.


          Any
Sub-Servicing Agreement and any other transactions or services relating to the
Home Equity Loans involving a Sub-Servicer shall be deemed to be between the
Sub-Servicer and the Servicer alone and the Trustee and the Owners shall not be
deemed parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to any Sub-Servicer except as set forth in Section
8.07.


          
Section 8.07.     Assumption or Termination of Sub-Servicing Agreement by Trustee.


          In
connection with the assumption of the responsibilities, duties and liabilities
and of the authority, power and rights of the Servicer hereunder by the Trustee
pursuant to Section 8.20 or another successor Servicer, it is understood and
agreed that the Servicer's rights and obligations under any Sub-Servicing
Agreement then in force between the Servicer and a Sub-Servicer shall be assumed
simultaneously by the Trustee or another successor Servicer without act or deed
on part of the Trustee or such successor servicer provided, however, that the
Trustee (if acting as successor Servicer) or any other successor Servicer may
terminate the Sub-Servicer as provided in Section 8.03.


          The
Servicer shall, upon the reasonable request of the Trustee, but at the expense
of the Servicer, deliver to the assuming party documents and records relating to
each Sub-Servicing Agreement and an accounting of amounts collected and held by
it and otherwise use its best reasonable efforts to effect the orderly and
efficient transfer of the Sub-Servicing Agreements to the assuming
party.


          
Section 8.08.     Principal and Interest Account.


          
(a)     The Servicer shall establish and maintain at
one or more Designated Depository Institutions the Principal and Interest
Account, which shall be an Eligible Account. The Principal and Interest Account
shall be identified on the records of the Designated Depository Institution as
follows: Bank One, National Association, as Trustee on behalf of the Owners of
the Centex Home Equity Loan Trust 2002-A Home Equity Loan Asset-Backed
Certificates. If the institution at any time holding the Principal and Interest
Account ceases to be eligible as a Designated Depository Institution hereunder,
then the Servicer shall immediately be required to name a successor institution
meeting the requirements for a Designated Depository Institution hereunder. If
the Servicer fails to name such a successor institution, then the Principal and
Interest Account shall thenceforth be held as a trust account at the Corporate
Trust Office of the Trustee. The Servicer shall notify the Trustee and the
Owners if there is a change in the name, account number or institution holding
the Principal and Interest Account.


          
Subject to Subsection (c) below, the Servicer shall deposit all receipts
required pursuant to Subsection (c) below and related to the Home Equity Loans
to the Principal and Interest Account on a daily basis (but no later than the
second Business Day after receipt).


          
(b)     All funds in the Principal and Interest Account
shall be held (i) uninvested up to the amount insured by the FDIC or (ii)
invested in Eligible Investments. Any investments of funds in the Principal and
Interest Account shall mature or be withdrawable at par on or prior to the
immediately succeeding Monthly Remittance Date. The Principal and Interest
Account shall be held in trust in the name of the Trust for the benefit of the
Owners. The Trust shall be divided into two separate sub-trusts; one for Group I
and any Trust assets allocable to Group I and the other for Group II and any
Trust assets allocable to Group II. Any investment earnings on funds held in the
Principal and Interest Account shall be for the account of the Servicer and may
only be withdrawn from the Principal and Interest Account by the Servicer
immediately following the remittance of the Monthly Remittance Amount by the
Servicer in accordance with the terms hereof. Any investment losses on amounts
held in the Principal and Interest Account shall be for the account of the
Servicer and promptly upon the realization of such loss shall be contributed by
the Servicer to the Principal and Interest Account. Any references herein to
amounts on deposit in the Principal and Interest Account shall refer to amounts
net of such investment earnings.


          
(c)     The Servicer shall deposit to the Principal and
Interest Account no later than the second Business Day after receipt, all
principal collected and interest due on the Home Equity Loans (net of the
Servicing Fee related to such Home Equity Loans) on and after the Cut-Off Date
and the Replacement Cut-Off Date, as applicable, including any Prepayments and
Net Liquidation Proceeds, other recoveries or amounts related to the Home Equity
Loans received by the Servicer and any income from REO Properties, but net of
(i) Net Liquidation Proceeds to the extent such Net Liquidation Proceeds exceed
the sum of (A) the Loan Balance of the related Home Equity Loan immediately
prior to liquidation, plus (B) accrued and unpaid interest on such Home Equity
Loan (net of the related Servicing Fee) plus (C) any unrecovered Cram Down
Losses, (ii) reimbursements for unreimbursed Delinquency Advances and
unreimbursed Servicing Advances (but in each case solely from amounts received
on the related Home Equity Loan) as provided in Section 8.09 and (iii)
reimbursements for amounts deposited in the Principal and Interest Account
representing payments of principal and/or interest on a Note by a Mortgagor
which are subsequently returned by a depository institution as
unpaid.


          
(d)     The Servicer may make withdrawals from the
Principal and Interest Account, with respect to each Home Equity Loan Group, for
the following purposes:


		          
(A)     on each Monthly Remittance Date, to pay itself
the related Servicing Fees to the extent such Servicing Fees are not retained by
the Servicer;





		          
(B)     to withdraw investment earnings on amounts on
deposit in the Principal and Interest Account;





		          
(C)     to withdraw amounts that have been deposited to
the Principal and Interest Account in error;





		          
(D)     to reimburse itself for unreimbursed
Delinquency Advances and for unreimbursed Servicing Advances (in each case,
solely from amounts recovered on the related Home Equity Loan) as provided in
Section 8.09;





		          
(E)     to reimburse itself pursuant to Section 8.09(a)
for Nonrecoverable Advances; and





		          
(F)     to clear and terminate the Principal and
Interest Account following the termination of the Trust pursuant to Article
IX.





          
(e)     The Servicer shall (i) remit to the Trustee for
deposit in the Certificate Account by wire transfer, or otherwise make funds
available in immediately available funds, without duplication, the Monthly
Remittance Amount allocable to a Remittance Period not later than the related
Monthly Remittance Date, and (ii) on each Monthly Remittance Date, deliver to
the Trustee and the Depositor, a monthly servicing report, with respect to each
Home Equity Loan Group, containing (without limitation) the following
information: principal and interest collected in respect of the Home Equity
Loans, scheduled principal and interest that was due on the Home Equity Loans,
relevant information with respect to Liquidated Loans, if any, summary and
detailed delinquency reports, Liquidation Proceeds and other similar information
concerning the servicing of the Home Equity Loans. In addition, the Servicer
shall inform the Trustee on each Monthly Remittance Date, with respect to each
Home Equity Loan Group, of the amounts of any Loan Purchase Prices or
Substitution Amounts so remitted during the related Remittance Period, and of
the Loan Balance of the Home Equity Loan having the largest Loan Balance as of
such date.


          
(f)     The Servicer shall provide to the Trustee the
information described in Section 8.08(e)(ii) and in Section 7.09(b) to enable
the Trustee to perform its reporting requirements under Section 7.09 and to make
the allocations and disbursements set forth in Sections 7.02 and
7.03.


          
Section 8.09.     Delinquency Advances and Servicing Advances.


          
(a)     On or before each Monthly Remittance Date, the
Servicer shall be required to remit to the Trustee for deposit to the
Certificate Account out of the Servicer's own funds or from collections on any
Home Equity Loans that are not required to be distributed on the Distribution
Date occurring during the month in which such remittance is made (all or any
portion of such amount to be replaced on future Monthly Remittance Dates to the
extent required for distribution) any Delinquent payment of interest with
respect to each Delinquent Home Equity Loan, which payment was not received on
or prior to the last day of the related Remittance Period. Such amounts of the
Servicer's own funds so deposited are "Delinquency Advances".


          The
Servicer shall be permitted to reimburse itself on any Business Day for any
Delinquency Advances paid from the Servicer's own funds (i) from late
collections on the related Home Equity Loan or (ii) as otherwise provided in
Section 7.03(b).


          
Notwithstanding the foregoing, in the event that the Servicer determines in its
reasonable business judgment in accordance with the servicing standards set out
herein that any proposed Delinquency Advance would not be recoverable, the
Servicer shall not be required to make Delinquency Advances with respect to such
Home Equity Loan. To the extent that the Servicer previously has made
Delinquency Advances with respect to a Home Equity Loan that the Servicer
subsequently determines are Nonrecoverable Advances, the Servicer shall be
entitled to reimbursement for such aggregate Nonrecoverable Advances from
collections on any Home Equity Loan of the related Group on deposit in the
Principal and Interest Account. The Servicer shall deliver an Officer's
Certificate of such determination as to why such amount would not be recoverable
to the Trustee; the Trustee shall promptly furnish a copy of such notice to the
Owners of the Class R Certificates upon request; provided, further, that the
Servicer shall be entitled to recover any unreimbursed Delinquency Advances from
Liquidation Proceeds for the related Home Equity Loan.


          
(b)     The Servicer will pay all "out-of-pocket" costs
and expenses incurred in the performance of its servicing obligations,
including, but not limited to, (i) Preservation Expenses, (ii) the cost of any
enforcement or judicial proceedings, including foreclosures, (iii) the cost of
the management and liquidation of REO Property, (iv) advances required by
Section 8.13(a), and (v) expenses incurred pursuant to Section 8.22, except to
the extent that such amounts are determined by the Servicer in its reasonable
business judgment not to be recoverable. Such costs will constitute "Servicing
Advances". The Servicer may recover a Servicing Advance (x) from the Mortgagors
to the extent permitted by the Home Equity Loans or, if not theretofore
recovered from the Mortgagor on whose behalf such Servicing Advance was made,
from Liquidation Proceeds realized upon the liquidation of the related Home
Equity Loan and (y) as provided in Section 7.03(b) clause C.12. The Servicer
shall be entitled to recover the Servicing Advances from the Liquidation
Proceeds on the related Home Equity Loan prior to the payment of the Liquidation
Proceeds to any other party to this Agreement. In no case may the Servicer
recover Servicing Advances from the principal and interest payments on any other
Home Equity Loan except as provided in Section 7.03(b) clause C.12.


          
Section 8.10.     Compensating Interest; Repurchase of Home Equity Loans.


          
(a)     If any Prepayment in full of a Home Equity Loan
occurs during any calendar month, any shortfall between (x) the interest
collected from the Mortgagor in connection with such payoff, and (y) the full
month's interest at the Coupon Rate that would be due on the related Due Date
for such Home Equity Loan ("Compensating Interest") (but not in excess of the
Servicing Fee with respect to the related Group for the related Remittance
Period) shall be deposited by the Servicer to the Principal and Interest Account
(or if such difference is an excess, the Servicer shall retain such excess) on
the next succeeding Monthly Remittance Date and shall be included in the Monthly
Remittance Amount to be made available to the Trustee on such Monthly Remittance
Date. The Servicer may recover any unreimbursed payments of Compensating
Interest from collections on any Home Equity Loan on deposit in the Principal
and Interest Account, as provided in Section 7.03(b) clause C.12.


          
(b)     Subject to clause (c) below, the Servicer has
the right and the option, but not the obligation, to purchase for its own
account any Home Equity Loan which is 60 days or more Delinquent, or any Home
Equity Loan as to which enforcement proceedings have been brought by the
Servicer pursuant to Section 8.13; provided, however, that the Servicer may not
purchase any such Home Equity Loan unless the Servicer has delivered to the
Trustee at the Servicer's expense, an Opinion of Counsel acceptable to the
Trustee to the effect that such a purchase would not constitute a Prohibited
Transaction for the Trust or otherwise subject the Trust to tax and would not
jeopardize the status of any REMIC created hereunder as REMICs. Any such Home
Equity Loan so purchased shall be purchased by the Servicer on or prior to a
Monthly Remittance Date at a purchase price equal to the Loan Purchase Price
thereof, which purchase price shall be deposited in the Principal and Interest
Account.


          
(c)     [Reserved]


          
(d)     The Net Liquidation Proceeds from the
disposition of any REO Property shall be deposited in the Principal and Interest
Account and remitted to the Trustee as part of the Monthly Remittance Amount
remitted by the Servicer to the Trustee.


          
Section 8.11.     Maintenance of Insurance.


          
(a)     (i) The Servicer shall cause to be maintained
with respect to each Home Equity Loan a hazard insurance policy with a carrier
generally acceptable to the Servicer that provides for fire and extended
coverage, and which provides for a recovery by the Trust of insurance proceeds
relating to such Home Equity Loan in an amount not less than the least of (A)
the outstanding principal balance of the Home Equity Loan (plus the related
Senior Lien loan, if any), (B) the minimum amount required to compensate for
damage or loss on a replacement cost basis and (C) the full insurable value of
the premises. The Servicer shall maintain the insurance policies required
hereunder in the name of the mortgagee, its successors and assigns, and shall be
named as loss payee. The policies shall require the insurer to provide the
mortgagee with 30 days' notice prior to any cancellation or as otherwise
required by law.


		          
(ii)     As an alternative to maintaining a hazard
insurance policy with respect to each Home Equity Loan as described in clause
(i) above, the Servicer may maintain a blanket hazard insurance policy or
policies if the insurer or insurers of such policies are rated investment grade
by Moody's, Standard & Poor's and, if rated by Fitch, Fitch.





          
(b)     If the Home Equity Loan at the time of
origination (or if required by federal law, at any time thereafter) relates to a
Property in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, the Servicer will cause to be
maintained with respect thereto a flood insurance policy in a form meeting the
requirements of the then current guidelines of the Federal Insurance
Administration with a carrier generally acceptable to the Servicer in an amount
representing coverage, and which provides for a recovery by the Trust of
insurance proceeds relating to such Home Equity Loan of not less than the least
of (i) the outstanding principal balance of the Home Equity Loan (plus the
related Senior Lien loan, if any), (ii) the minimum amount required to
compensate for damage or loss on a replacement cost basis and (iii) the maximum
amount of insurance that is available under the Flood Disaster Protection Act of
1973. The Servicer shall indemnify the Trust out of the Servicer's own funds for
any loss to the Trust resulting from the Servicer's failure to advance premiums
for such insurance required by this Section when so permitted by the terms of
the Mortgage as to which such loss relates.


          
(c)     Amounts collected by the Servicer under any
Insurance Policy shall be deposited into the Principal and Interest
Account.


          
Section 8.12.     Due-on-Sale Clauses; Assumption and Substitution Agreements.


          
When a Property has been or is about to be conveyed by the Mortgagor, the
Servicer shall (except as provided below), to the extent it has knowledge of
such conveyance or prospective conveyance, exercise its rights to accelerate the
maturity of the related Home Equity Loan under any "due-on-sale" clause
contained in the related Mortgage or Note; provided, however, that the Servicer
shall not exercise any such right if the "due-on-sale" clause, in the reasonable
belief of the Servicer, is not enforceable under applicable law, or the
Servicer, in a manner consistent with reasonable commercial practice, and only
if the Servicer reasonably believes assumption by the purchaser would not
materially and adversely affect the interests of the Owners, permits the
purchaser of the related Property to assume such Home Equity Loan. An Opinion of
Counsel, provided at the expense of the Servicer, to the foregoing effect shall
conclusively establish the reasonableness of such belief. In such event, the
Servicer shall enter into an assumption and modification agreement with the
person to whom such Property has been or is about to be conveyed, pursuant to
which such person becomes liable under the Note and, unless prohibited by
applicable law or the Mortgage documents, the Mortgagor remains liable thereon.
If the foregoing is not permitted under applicable law, the Servicer is
authorized 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 Note. The Home
Equity Loan, as assumed, shall conform in all material respects to the
requirements, representations and warranties of this Agreement. The Servicer
shall notify the Trustee in writing that any such assumption or substitution
agreement has been completed by forwarding to the Custodian on the Trustee's
behalf the original copy of such assumption or substitution agreement
(indicating the File to which it relates) which copy shall be added by the
Trustee or by the Custodian on the Trustee's behalf to the related File and
which shall, for all purposes, be considered a part of such File to the same
extent as all other documents and instruments constituting a part thereof. The
Servicer shall be responsible for recording any such assumption or substitution
agreements. In connection with any such assumption or substitution agreement, no
material term of the Home Equity Loan (including, without limitation, the
required monthly payment on the related Home Equity Loan, the stated maturity,
the outstanding principal amount or the Coupon Rate) shall be changed nor shall
any required monthly payments of principal or interest be deferred or forgiven.
Any fee collected by the Servicer or the Sub-Servicer for consenting to any such
conveyance or entering into an assumption or substitution agreement shall be
retained by or paid to the Servicer as additional servicing compensation.


          
Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Home Equity Loan by operation of law or any assumption which the Servicer may be
restricted by law from preventing, for any reason whatsoever.


          
Section 8.13.     Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans.


          
(a)     The Servicer shall foreclose upon or otherwise
comparably effect the ownership in the name of the Trustee on behalf of the
Trust of Properties relating to defaulted Home Equity Loans as to which no
satisfactory arrangements can be made for collection of Delinquent payments and
which the Servicer has not purchased pursuant to Section 8.10(b). In connection
with such foreclosure or other conversion, the Servicer shall exercise such of
the rights and powers vested in it hereunder, and use the same degree of care
and skill in their exercise or use, as prudent mortgage lenders would exercise
or use under the circumstances in the conduct of their own affairs and
consistent with the servicing standards set forth in the FNMA Guide, including,
but not limited to, advancing funds for the payment of taxes, amounts due with
respect to Senior Liens, and insurance premiums. Any amounts so advanced shall
constitute "Servicing Advances" within the meaning of Section 8.09(b) hereof.
The Servicer shall sell any REO Property within 35 months from the close of the
taxable year of its acquisition by the Trust, at such price as the Servicer in
good faith deems necessary to comply with this covenant unless the Servicer
obtains for the Trustee, an Opinion of Counsel (the expense of which opinion
shall be a Servicing Advance) experienced in federal income tax matters
acceptable to the Trustee, addressed to the Trustee and the Servicer, to the
effect that the holding by the Trust of such REO Property for any greater period
will not result in the imposition of taxes on "Prohibited Transactions" of the
Trust or any REMIC as defined in Section 860F of the Code or cause any REMIC to
fail to qualify as a REMIC under the REMIC Provisions at any time that any
Certificates are Outstanding. Notwithstanding the generality of the foregoing
provisions, the Servicer shall manage, conserve, protect and operate each REO
Property for the Owners solely for the purpose of its prompt disposition and
sale in a manner which does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any REMIC created hereunder of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or
any "net income from foreclosure property" which is subject to taxation under
the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the
Servicer shall either itself or through an agent selected by the 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 and may,
incident to its conservation and protection of the interests of the Owners, rent
the same, or any part thereof, as the Servicer deems to be in the best interest
of the Owners for the period prior to the sale of such REO Property. The
Servicer shall take into account the existence of any hazardous substances,
hazardous wastes or solid wastes, as such terms are defined in the Comprehensive
Environmental Response Compensation and Liability Act, the Resource Conservation
and Recovery Act of 1976, or other federal, state or local environmental
legislation, on a Property in determining whether to foreclose upon or otherwise
comparably convert the ownership of such Property. If the Servicer has actual
knowledge of any environmental or hazardous waste risk with respect to the
Property that the Servicer is contemplating acquiring in foreclosure or deed in
lieu of foreclosure, the Servicer will cause an environmental inspection of the
Property in accordance with the servicing standards set forth in this
Agreement.


          
(b)     The Servicer shall determine, with respect to
each defaulted Home Equity Loan, when it has recovered, whether through
trustee's sale, foreclosure sale or otherwise, all amounts it expects to recover
from or on account of such defaulted Home Equity Loan, whereupon such Home
Equity Loan shall become a "Liquidated Loan" and the Servicer shall promptly
submit a liquidation report to the Trustee in substantially the form of Exhibit
N hereto, provided that such form is acceptable to the Trustee.


          
(c)     The Servicer shall not agree to any
modification, waiver or amendment of any provision of any Home Equity Loan
unless, in the Servicer's good faith judgment, such modification, waiver or
amendment would minimize the loss that might otherwise be experienced with
respect to such Home Equity Loan and only in the event of a payment default with
respect to such Home Equity Loan or in the event that a payment default with
respect to such Home Equity Loan is reasonably foreseeable by the Servicer;
provided, however, that no such modification, waiver or amendment shall extend
the maturity date of such Home Equity Loan beyond the date that is six months
after the latest Final Scheduled Distribution Date of all of the Classes of
Offered Certificates remaining in the Trust. Notwithstanding anything set out in
this Section 8.13(c) or elsewhere in this Agreement to the contrary, the
Servicer shall be permitted to modify, waive or amend any provision of a Home
Equity Loan if required by statute or a court of competent jurisdiction to do
so.


          
(d)     The Servicer has no intent to foreclose on any
Mortgage based on the delinquency characteristics as of the Startup Day;
provided, that the foregoing does not prevent the Servicer from initiating
foreclosure proceedings on any date hereafter if the facts and circumstances of
such Mortgage including delinquency characteristics in the Servicer's discretion
so warrant such action.


          
Section 8.14.     Trustee to Cooperate; Release of Files.


          
(a)     Upon the payment in full of any Home Equity
Loan (including any liquidation of such Home Equity Loan through foreclosure or
otherwise), or the receipt by the Servicer of a notification that payment in
full will be escrowed in a manner customary for such purposes, the Servicer
shall deliver to the Custodian, on behalf of the Trustee, a written request of
the Servicer, in the form attached hereto as Exhibit O, signed by an Authorized
Officer which states the purpose of the release of a File. Upon receipt of such
written request, the Custodian, on behalf of the Trustee shall promptly release
the related File, in trust, in its reasonable discretion to (i) the Servicer,
(ii) an escrow agent or (iii) any employee, agent or attorney of the Trustee.
Upon any such payment in full, or the receipt of such notification that such
funds have been placed in escrow, the Servicer is authorized to give, as
attorney-in-fact for the Trustee and the mortgagee under the Mortgage which
secured the Note, an instrument of satisfaction (or assignment of Mortgage
without recourse) regarding the Property relating to such Mortgage, which
instrument of satisfaction or assignment, as the case may be, shall be delivered
to the Person or Persons entitled thereto against receipt therefor of payment in
full, it being understood and agreed that no expense incurred in connection with
such instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Principal and Interest Account or to the Trustee.


          
(b)     The Servicer shall have the right to accept
applications of Mortgagors for consent to (i) partial releases of Mortgages,
(ii) alterations and (iii) removal, demolition or division of Properties subject
to Mortgages. No application for approval shall be considered by the Servicer
unless: (x) the provisions of the related Note and Mortgage have been complied
with; (y) the Loan-to-Value Ratio and debt-to-income ratio after any release
does not exceed the Loan-to-Value Ratio and debt-to-income ratio of such Note on
the Cut-Off Date or Replacement Cut-Off Date, as applicable, and any increase in
the Loan-to-Value Ratio shall not exceed 5%; and (z) the lien priority of the
related Mortgage is not affected. Upon receipt by the Trustee of an Officer's
Certificate executed on behalf of the Servicer setting forth the action proposed
to be taken in respect of a particular Home Equity Loan and certifying that the
criteria set forth in the immediately preceding sentence have been satisfied,
the Trustee shall execute and deliver to the Servicer the consent or partial
release so requested by the Servicer. A proposed form of consent or partial
release, as the case may be, shall accompany any Officer's Certificate delivered
by the Servicer pursuant to this paragraph.


          
(c)     From time to time and as appropriate in the
servicing of any Home Equity Loan, including, without limitation, foreclosure or
other comparable conversion of a Home Equity Loan or collection under any
applicable Insurance Policy, the Custodian, on behalf of the Trustee, shall
release the related File to the Servicer, promptly upon a written request of the
Servicer, in the form attached hereto as Exhibit O, signed by an Authorized
Officer, which states the purpose of the release of a File. Such receipt shall
obligate the Servicer to return the File to the Custodian, on behalf of the
Trustee, when the need therefor by the Servicer no longer exists.


          
(d)     In all cases where the Servicer directs the
Custodian, on behalf of the Trustee, to sign any document or to release a File
within a particular period of time, the Servicer shall notify an Authorized
Officer of the Trustee by telephone of such need and the Trustee shall thereon
use its best efforts to comply with the Servicer's needs, but in any event will
comply within two Business Days of such request.


          
(e)     No costs associated with the procedures
described in this Section 8.14 shall be an expense of the Trust.


          
Section 8.15.     Servicing Compensation.


          As
compensation for its activities hereunder, the Servicer shall be entitled to
retain the amount of the Servicing Fee with respect to each Home Equity Loan
Group. Additional servicing compensation in the form of prepayment charges,
release fees, bad check charges, assumption fees, late payment charges,
prepayment penalties, or any other servicing-related fees, Net Liquidation
Proceeds not required to be deposited in the Principal and Interest Account
pursuant to Section 8.08(c)(i) and similar items may, to the extent collected
from Mortgagors, be retained by the Servicer, unless a successor Servicer is
appointed pursuant to Section 8.20 hereof, in which case the successor Servicer
shall be entitled to such fees as are agreed upon by the Trustee and the
successor Servicer.


          The
right to receive the Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Servicer's responsibilities
and obligations under this Agreement.


          
Section 8.16.     Annual Statement as to Compliance.


          The
Servicer, at its own expense, will deliver to the Trustee, the Depositor, and
the Rating Agencies, on or before July 31 of each year, commencing in 2003, an
Officer's Certificate stating, as to each signer thereof, that (i) a review of
the activities of the Servicer during such preceding calendar year and of
performance under this Agreement has been made under such officers' supervision,
and (ii) to the best of such officers' knowledge, based on such review, the
Servicer has fulfilled all its obligations under this Agreement for such year,
or, if there has been a default in the fulfillment of any such obligations,
specifying each such default known to such officers and the nature and status
thereof including the steps being taken by the Servicer to remedy such
default.


          The
Servicer shall deliver to the Trustee, the Depositor and the Rating Agencies,
promptly after having obtained knowledge thereof but in no event later than five
Business Days thereafter, written notice by means of an Officer's Certificate of
any event which with the giving of notice or the lapse of time would become a
Servicer Termination Event.


          
Section 8.17.     Annual Independent Certified Public Accountants' Reports.


          On
or before July 31 of each year, commencing in 2003, the Servicer, at its own
expense (or if the Trustee is then acting as Servicer, at the expense of the
Seller), shall cause to be delivered to the Trustee, the Depositor, and the
Rating Agencies a letter or letters of a firm of independent, nationally
recognized certified public accountants stating that such firm has examined the
Servicer's overall servicing operations in accordance with the requirements of
the Uniform Single Attestation Program for Mortgage Bankers, and stating such
firm's conclusions relating thereto. In the event such firm requires the Trustee
to agree to the procedures performed by such firm, the Servicer shall direct the
Trustee in writing to so agree; it being understood and agreed that the Trustee
will deliver such letter of agreement in conclusive reliance upon the direction
of the Servicer, and the Trustee makes no independent inquiry or investigation
as to, and shall have no obligation or liability in respect of, the sufficiency,
validity, or correctness of such procedures.


          
Section 8.18.     Access to Certain Documentation and Information Regarding the Home Equity Loans.


          The
Servicer shall provide to the Trustee access to the documentation regarding the
Home Equity Loans and the Trust, such access being afforded without charge but
only upon reasonable request and during normal business hours at the offices of
the Servicer designated by it.


          Upon
any change in the format of the computer tape maintained by the Servicer in
respect of the Home Equity Loans, the Servicer shall deliver a copy of such
computer tape to the Trustee and in addition shall provide a copy of such
computer tape to the Trustee at such other times as the Trustee may reasonably
request.


          
Section 8.19.     Assignment of Agreement.


          
Other than with respect to entering into Sub-Servicing Agreements pursuant to
Section 8.03 hereof, the Servicer may not assign its obligations under this
Agreement, in whole or in part, unless it shall have first obtained the written
consent of the Trustee, which such consent shall not be unreasonably withheld;
provided, however, that any assignee must meet the eligibility requirements set
forth in Section 8.20(h) hereof for a successor Servicer.


          
Section 8.20.     Removal of Servicer; Retention of Servicer; Resignation of Servicer.


          
(a)     The Trustee or the Owners of at least a 51%
Percentage Interest in all of the Certificates may remove the Servicer upon the
occurrence of any of the following events (each a "Servicer Termination
Event"):


		          
(i)     The Servicer shall (I) apply for or consent to
the appointment of a receiver, trustee, liquidator or custodian or similar
entity with respect to itself or its property, (II) admit in writing its
inability to pay its debts generally as they become due, (III) make a general
assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or
insolvent, (V) commence a voluntary case under the federal bankruptcy laws of
the United States of America or any state bankruptcy law or similar laws or file
a voluntary petition or answer seeking reorganization, an arrangement with
creditors or an order for relief or seeking to take advantage of any insolvency
law or file an answer admitting the material allegations of a petition filed
against it in any bankruptcy, reorganization or insolvency proceeding or (VI)
take corporate, limited liability company or other entity action, as applicable,
for the purpose of effecting any of the foregoing; or





		          
(ii)     If without the application, approval or
consent of the Servicer, a proceeding shall be instituted in any court of
competent jurisdiction, under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking in respect of the Servicer an order
for relief or an adjudication in bankruptcy, reorganization, dissolution,
winding up, liquidation, a composition or arrangement with creditors, a
readjustment of debts, the appointment of a trustee, receiver, liquidator or
custodian or similar entity with respect to the Servicer or of all or any
substantial part of its assets, or other like relief in respect thereof under
any bankruptcy or insolvency law, and, if such proceeding is being contested by
the Servicer in good faith, the same shall (A) result in the entry of an order
for relief or any such adjudication or appointment or (B) continue undismissed
or pending and unstayed for any period of seventy-five (75) consecutive days;
or





		          
(iii)     The Servicer shall fail to perform any one or
more of its obligations hereunder and shall continue in default thereof for a
period of thirty (30) days (one (1) Business Day in the case of a delay in
making a payment or deposit required of the Servicer under this Agreement) which
failure materially and adversely affects the Owners after the earlier of (a)
actual knowledge of an officer of the Servicer or (b) receipt of notice from the
Trustee of said failure;





		          
(iv)     The Servicer shall fail to cure any breach of
any of its representations and warranties set forth in Section 3.02 or in the
other Operative Documents which materially and adversely affects the interests
of the Owners which remains unremedied for a period of sixty (60) days after the
earlier of the Servicer's discovery or receipt of notice thereof; or





		          
(v)     The merger, consolidation or other combination
of the Servicer with or into any other entity, unless (1) the Servicer or an
Affiliate of the Servicer is the surviving entity of such combination or (2) the
surviving entity (A) is servicing at least $300,000,000 of home equity loans
that are similar to the Home Equity Loans, (B) has Tangible Net Worth of not
less than $70,000,000 (as determined in accordance with generally accepted
accounting principles), and (C) agrees to assume the Servicer's obligations
hereunder;





		          
(vi)     The Servicer shall be declared in default of
its credit facility by its credit facility provider, which default, if left
uncured, would result in termination or acceleration of amounts owed thereunder;
or





		          
(vii)     Centex Corporation or its successors shall
fail to own, directly or indirectly, at least 51% of the Servicer unless the
Servicer shall be rated at least investment grade by each of Standard & Poor's
and Moody's and if rated by Fitch, by Fitch.





          
(b)     Upon the occurrence of a Servicer Termination
Event, the Servicer shall continue to act as Servicer under this Agreement until
removed as set forth in this Section 8.20 and a successor Servicer has assumed
the servicing obligations. After the occurrence of a Servicer Termination Event,
the Trustee or the Owners of at least 51% Percentage Interest in all the
Certificates may remove the Servicer by written notice to the Servicer. Such
termination shall be effective on the date specified in such notice, provided
that a successor Servicer or the Trustee has assumed the servicing obligations.
Upon the effective date of termination of the Servicer, the Trustee shall assume
the servicing obligations hereunder. Notwithstanding the foregoing, the parties
hereto agree that the Trustee, in its capacity as successor Servicer,
immediately will assume all of the obligations of the Servicer to make
Delinquency Advances and the Trustee will assume the other duties of the
Servicer as soon as practicable, but in no event later than 90 days after the
Trustee becomes successor Servicer pursuant to the preceding sentence.
Notwithstanding the foregoing, the Trustee, in its capacity as successor
Servicer, shall not be responsible for the lack of information and or documents
that it cannot obtain through reasonable efforts. Until a successor Servicer has
been appointed, the Trustee shall be the successor Servicer in all respects
without further action, and all authority and power of the Servicer under this
Agreement shall pass to and be vested in the Trustee on and after the effective
date of termination. Notwithstanding anything herein to the contrary, in no
event shall the Trustee be liable for any Servicing Fee or for any differential
in the amount of the Servicing Fee paid hereunder and the amount necessary to
induce any successor Servicer to act as successor Servicer under this Agreement
and the transactions set forth or provided for herein.


          
(c)     Reserved.


          
(d)     The Servicer shall not resign from the
obligations and duties hereby imposed on it, except upon (i) determination that
its duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it, the other activities of the Servicer so causing such a conflict being
of a type and nature carried on by the Servicer at the date of this Agreement or
(ii) written consent of the Trustee. Any such determination under clause (i)
shall be evidenced by an Opinion of Counsel acceptable to the Trustee at the
expense of the Servicer to such effect which shall be delivered to the
Trustee.


          
(e)     No removal or resignation of the Servicer shall
become effective until the Trustee or a successor Servicer shall have assumed
the Servicer's responsibilities and obligations in accordance with this
Section.


          
(f)     Upon removal or resignation of the Servicer,
the Servicer at its own expense also shall promptly deliver or cause to be
delivered to a successor Servicer or the Trustee all the books and records
(including, without limitation, records kept in electronic form) that the
Servicer has maintained for the Home Equity Loans, including all tax bills,
assessment notices, insurance premium notices and all other documents as well as
all original documents then in the Servicer's possession.


          
(g)     Any collections due to the Trust then being
held by the Servicer prior to its removal and any collections received by the
Servicer after removal or resignation shall be endorsed by it to the Trustee and
remitted directly and immediately to the Trustee or the successor
Servicer.


          
(h)     Upon removal or resignation of the Servicer,
the Trustee (A) may, solicit bids for a successor Servicer as described below
and (B) until such time as another successor Servicer is appointed by the
Trustee, shall assume the duties and obligations of the Servicer hereunder. The
Trustee agrees to act as Servicer during the solicitation process and shall
assume all duties and obligations of the Servicer. The Trustee shall, if it is
unable to obtain a qualifying bid and is prevented by law from acting as
Servicer, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
which has been designated as an approved seller-servicer by FNMA or FHLMC for
first and second home equity loans and having equity of not less than
$5,000,000, as determined in accordance with generally accepted accounting
principles, act as the successor to the Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Servicer
hereunder. The compensation of any successor Servicer (other than the Trustee in
its capacity as successor Servicer) so appointed shall be the amount agreed to
between the successor Servicer and the Trustee (up to a maximum of 0.50% per
annum on the outstanding principal balance of each Home Equity Loan), together
with the other servicing compensation in the form of assumption fees, late
payment charges or otherwise as provided in Sections 8.08 and 8.15; provided,
however, that if the Trustee becomes the successor Servicer it shall receive as
its compensation the same compensation paid to the Servicer immediately prior to
the Servicer's removal or resignation; provided, further, however, that the
predecessor Servicer agrees to pay to the Trustee or other successor Servicer at
such time that it becomes such successor Servicer a set-up fee of twenty-five
dollars ($25) for each Home Equity Loan then included in the Trust Estate. The
amount payable in excess of twenty-five dollars ($25) per Home Equity Loan, if
any, shall be payable to the successor Servicer and reimbursable pursuant to
Section 7.03(b) (clause C.12) hereof. The Trustee shall be obligated to serve as
successor Servicer whether or not the fee described in this section is paid by
the Servicer, but shall in any event be entitled to receive, and to enforce
payment of, such fee from the Servicer.


          
(i)     In the event the Trustee elects to solicit bids
as provided above, the Trustee shall solicit, by public announcement, bids from
housing and home finance institutions, banks and mortgage servicing institutions
meeting the qualifications set forth above. Such public announcement shall
specify that the successor Servicer shall be entitled to servicing compensation
in accordance with clause (h) above, together with the other servicing
compensation in the form of assumption fees, late payment charges or otherwise
as provided in Sections 8.08 and 8.15. Within thirty days after any such public
announcement, the Trustee shall negotiate and effect the sale, transfer and
assignment of the servicing rights and responsibilities hereunder to the
qualified party submitting the highest satisfactory bid as to the price it will
pay to obtain servicing. The Trustee shall deduct from any sum received by the
Trustee from the successor to the Servicer in respect of such sale, transfer and
assignment all costs and expenses of any public announcement and of any sale,
transfer and assignment of the servicing rights and responsibilities hereunder.
After such deductions, the remainder of such sum less any amounts due the
Trustee or the Trust from the Servicer shall be paid by the Trustee to the
predecessor Servicer at the time of such sale, transfer and assignment to the
Servicer's successor.


          
(j)     The Trustee and such successor Servicer shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession, including the notification to all Mortgagors of
the transfer of servicing. The predecessor Servicer agrees to cooperate with the
Trustee and any successor Servicer in effecting the termination of the
predecessor Servicer's servicing responsibilities and rights hereunder and shall
promptly provide the Trustee or such successor Servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Servicer's functions hereunder and shall promptly also transfer to the Trustee
or such successor Servicer, as applicable, all amounts which then have been or
should have been deposited in the Principal and Interest Account by the Servicer
or which are thereafter received with respect to the Home Equity Loans. Any
amounts and documents which are property of the Trust held by the predecessor
Servicer shall be held in trust on behalf of the Trustee until transferred to
the successor Servicer or Trustee. Neither the Trustee nor any other successor
Servicer shall be held liable by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof caused by (i) the
failure of the Servicer to deliver, or any delay in delivering, cash, documents
or records to it, or (ii) restrictions imposed by any regulatory authority
having jurisdiction over the Servicer. If the Servicer resigns or is replaced
hereunder, the Servicer agrees to reimburse the Trust and the Owners for the
costs and expenses associated with the transfer of servicing to the replacement
Servicer, but subject to a maximum reimbursement to all such parties in the
amount of twenty-five dollars ($25) for each Home Equity Loan then included in
the Trust Estate. The amount payable in excess of twenty-five dollars ($25) per
Home Equity Loan, if any, shall be payable to the successor Servicer and
reimbursable pursuant to Section 7.03(b)(clause C.12) hereof.


          
(k)     The Trustee or any other successor Servicer,
upon assuming the duties of Servicer hereunder, shall immediately (i) record all
assignments of Home Equity Loans not previously recorded in the name of the
Trustee pursuant to Section 3.05(b)(ii) as a result of an Opinion of Counsel and
(ii) make all Delinquency Advances and Compensating Interest payments and
deposit them to the Principal and Interest Account which the Servicer has
theretofore failed to remit with respect to the Home Equity Loans.


          
(l)     The Servicer which is being removed or is
resigning shall give notice to the Mortgagors and to the Rating Agencies of the
transfer of the servicing to the successor.


          
(m)     The Trustee shall give notice to the Depositor,
the Owners, the Seller, and the Rating Agencies of the occurrence of any event
described in paragraph (a) above of which the Trustee is aware.


          
(n)     Upon appointment, the successor Servicer shall
be the successor in all respects to the predecessor Servicer and shall be
subject to all the responsibilities, duties and liabilities of the predecessor
Servicer including, but not limited to, the maintenance of the hazard insurance
policy(ies), the fidelity bond and an errors and omissions policy pursuant to
Section 8.21(b) and shall be entitled to the Servicing Fee and all of the rights
granted to the predecessor Servicer by the terms and provisions of this
Agreement. The appointment of a successor Servicer shall not affect any
liability of the predecessor Servicer which may have arisen under this Agreement
prior to its termination as Servicer (including, without limitation, any
deductible under an insurance policy) nor shall any successor Servicer be liable
for any acts or omissions of the predecessor Servicer or for any breach by such
Servicer of any of its representations or warranties contained herein or in any
related document or agreement.


          
(o)     The Trustee shall be entitled to be reimbursed
pursuant to Sections 7.03(b) for all Transition Expenses (other than amounts
reimbursed pursuant to paragraph (j) above), including, without limitation, any
costs or expenses associated with the complete transfer of all servicing data
and the completion, correction or manipulation of such servicing data as may be
required by the Trustee to correct any errors or insufficiencies in the
servicing data or otherwise to enable the Trustee to service the Home Equity
Loans properly and effectively.


          
Section 8.21.     Inspections; Errors and Omissions Insurance.


          
(a)     At any reasonable time and from time to time
upon reasonable notice, the Trustee, any Owner of a Class X-IO or Class R
Certificate, or any agents thereof may inspect the Servicer's servicing
operations and discuss the servicing operations of the Servicer during the
Servicer's normal business hours with any of its officers or directors;
provided, however, that the costs and expenses incurred by the Servicer or its
agents or representatives in connection with any such examinations or
discussions shall be paid by the Servicer.


          
(b)     The Servicer (including the Trustee if it shall
become the Servicer hereunder) agrees to maintain errors and omissions coverage
and a fidelity bond, each at least to the extent required by Section 305 of Part
I of FNMA Guide or any successor provision thereof; provided, however, that in
the event that the fidelity bond or the errors and omissions coverage is no
longer in effect, the Servicer shall notify the Trustee and the
Owners.


          
Section 8.22.     Additional Servicing Responsibilities for Second Mortgage Loans.


          The
Servicer shall file (or cause to be filed) a request for notice of any action by
a superior lienholder under a superior lien for the protection of the Trustee's
interest, where permitted by local law and whenever applicable state law does
not require that a junior lienholder be named as a party defendant in
foreclosure proceedings in order to foreclose such junior lienholder's equity of
redemption.


          If
the Servicer is notified that any superior lienholder has accelerated or intends
to accelerate the obligations under a Senior Lien, or has declared or intends to
declare a default under the mortgage or the promissory note secured thereby, or
has filed or intends to file an election to have the mortgaged property sold or
foreclosed, the Servicer shall take, on behalf of the Trust, whatever actions
are necessary to protect the interests of the Owners, and/or to preserve the
security of the related Home Equity Loan, subject to the application of the
REMIC Provisions. The Servicer shall advance the necessary funds to cure the
default or reinstate the Senior Lien, if such advance is in the best interests
of the Owners; provided, however, that no such additional advance need be made
if such advance would be nonrecoverable from Liquidation Proceeds on the related
Home Equity Loan. The Servicer shall thereafter take such action as is necessary
to recover the amount so advanced. Any expenses incurred by the Servicer
pursuant to this Section 8.22 shall be Servicing Advances.


          
Section 8.23.     The Group II Home Equity Loans.


          The
Servicer shall enforce each Home Equity Loan in Group II in accordance with its
terms and shall timely calculate, record, report and apply all interest rate
adjustments in accordance with the related Note. The Servicer's records shall,
at all times, reflect the then Coupon Rate and monthly payment and the Servicer
shall timely notify the Mortgagor of any changes to the Coupon Rate or the
Mortgagor's monthly payment. If the Servicer fails to make either a timely or
accurate adjustment to the Coupon Rate or monthly payment or to notify the
Mortgagor of such adjustments, upon the Servicer's discovery of such error and
such continued failure, the Servicer shall pay from its own funds any shortage.
If the Servicer's continued failure after notice thereof to make a scheduled
change affects the Trust's rights to make future adjustments under the terms of
such Home Equity Loan, the Servicer shall repurchase such Home Equity Loan in
accordance with the provisions hereof. Any amounts paid by the Servicer pursuant
to this Section shall not be an advance and shall not be reimbursable from the
proceeds of any Home Equity Loan.


          
Section 8.24. Merger, Conversion, Consolidation or Succession to Business of
Servicer. Any corporation, limited liability company or other entity into which
the Servicer may be merged or converted or with which it may be consolidated, or
any corporation, limited liability company or other entity resulting from any
merger, conversion or consolidation to which the Servicer shall be a party or
any corporation, limited liability company or other entity succeeding to all or
substantially all of the business of the Servicer shall be the successor of the
Servicer hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto provided that such corporation,
limited liability company or other entity meets the qualifications set forth in
Section 8.20(h) and the resulting corporation, limited liability company or
other entity has a Tangible Net Worth of at least $35,000,000.


          
Section 8.25. Notices of Material Events. The Servicer shall give prompt notice
to the Trustee and the Rating Agencies of the occurrence of any of the following
events:


          
(a)     Any default or any fact or event of which the
Servicer has knowledge which results, or which with notice or the passage of
time, or both, would result in the occurrence of a default by the Seller or the
Servicer under any Operative Document or would constitute a material breach of a
representation, warranty or covenant under any Operative Document;


          
(b)     The submission of any claim or the initiation
of any legal process, litigation or administrative or judicial investigation
against the Seller or the Servicer to which the Servicer has knowledge in any
federal, state or local court or before any governmental body or agency or
before any arbitration board or any such proceedings threatened by any
governmental agency, which, if adversely determined, would have a material
adverse effect upon any of the Seller's or the Servicer's ability to perform its
obligations under any Operative Document;


          
(c)     The commencement of any proceedings by or
against the Seller or the Servicer under any applicable bankruptcy,
reorganization, liquidation, insolvency or other similar law now or hereafter in
effect or of any proceeding in which a receiver, liquidator, trustee or other
similar official shall have been, or may be, appointed or requested for the
Seller or the Servicer; and


          
(d)     The receipt of notice from any agency or
governmental body having authority over the conduct of any of the Seller's or
the Servicer's business that the Seller or the Servicer is to cease or desist,
or to undertake, any practice, program, procedure or policy employed by the
Seller or the Servicer in the conduct of the business of any of them, and such
cessation or undertaking will materially and adversely affect the conduct of the
Seller's or the Servicer's business or its ability to perform under the
Operative Documents or materially and adversely affect the financial affairs of
the Seller or the Servicer.


          
Section 8.26. Indemnification by the Servicer. The Servicer agrees to indemnify
and hold the Trustee, the Depositor and each Owner harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, fees and expenses that the Trustee, the
Depositor and any Owner may sustain in any way related to the failure of the
Servicer to perform its duties and service the Home Equity Loans in compliance
with the terms of this Agreement. A party against whom a claim is brought shall
immediately notify the other parties and the Rating Agencies if a claim is made
by a third party with respect to this Agreement, and the Servicer shall assume
(with the consent of the Trustee) the defense of any such claim and pay all
expenses in connection therewith, including reasonable counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against the Servicer, the Trustee and/or Owner in respect of such claim.


          
Section 8.27. Reports on Foreclosure and Abandonment of Properties. On or before
February 28th of each year beginning in 2003, the Servicer shall file the
reports of foreclosures and abandonments of any Property required by Code
Section 6050J with the Internal Revenue Service and provide a copy of such
filing to the Trustee. The reports from the Servicer shall be in a form and
substance sufficient to meet the reporting requirements imposed by such Section
6050J.


END OF ARTICLE VIII


ARTICLE IX



TERMINATION OF TRUST


          
Section 9.01.     Termination of Trust.


          The
Trust created hereunder and all obligations created by this Agreement will
terminate upon the payment to the Owners of all Certificates from amounts held
by the Trustee and required to be paid to such Owners pursuant to this Agreement
upon the later to occur of (a) the final payment or other liquidation (or any
advance made with respect thereto) of the last Home Equity Loan in the Trust
Estate, (b) the disposition of all property acquired in respect of any Home
Equity Loan remaining in the Trust Estate and (c) at any time if a Qualified
Liquidation of both Home Equity Loan Groups within the Trust is effected as
described in Section 9.02. In no event, however, will the Trust created by this
Agreement continue beyond the expiration of twenty-one (21) years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the United Kingdom, living on the date
hereof. The Trustee shall give written notice of termination of the Agreement to
each Owner in the manner set forth in Section 11.05.


          
Section 9.02.     Termination Upon Option of the Owner of the Class X-IO Certificates.


          
(a)     On any Distribution Date on or after the
Clean-Up Call Date, the Owner of the Class X-IO Certificates may cause the
purchase from the Trust of all (but not fewer than all) Home Equity Loans and
all property theretofore acquired in respect of any Home Equity Loan by
foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the
Trust Estate (i) on terms agreed upon among the Servicer and the Owners of the
Class X-IO and Class R Certificates (if such terms result in payment to the
Owners of the Offered and Class X-IO Certificates of their entire principal
balance and interest at their Certificate Rate (and any Class Interest Carryover
Shortfall)), or (ii) in the absence of such an agreement, at a price equal to
the Termination Price. In connection with such purchase, the Servicer shall
remit to the Trustee all amounts then on deposit in the Principal and Interest
Account for deposit to the Certificate Account (less amounts permitted to be
withdrawn by the Servicer pursuant to Section 8.08 (d)), which deposit shall be
deemed to have occurred immediately preceding such purchase.


          
(b)     In the event that the Owner of the Class X-IO
Certificates purchases all Home Equity Loans remaining in the Trust Estate
pursuant to Section 9.02(a), the Trust Estate shall be terminated in accordance
with the following additional requirements:


		          
(i)     The Trustee shall specify the first day in the
90-day liquidation period in a statement attached to the final tax return of the
REMICs created hereunder pursuant to Treasury regulation Section 1.860F-1 and
shall satisfy all requirements of a qualified liquidation under Section 860F of
the Code and any regulations thereunder;





		          
(ii)     During such 90-day liquidation period, and at
or prior to the time of making the final payment on the Certificates, the
Trustee shall sell all of the Home Equity Loans to the Owner of the Class X-IO
Certificates for cash; and





		          
(iii)     At the time of the making of the final
payment on the Certificates, the Trustee shall distribute or credit, or cause to
be distributed or credited, to the Owners of the Class X-IO and Class R
Certificates all cash on hand in the Trust Estate (other than cash retained to
meet claims), and the Trust Estate shall terminate at that time.





          
(c)     If the Owner of the Class X-IO Certificates
does not repurchase all of the Home Equity Loans pursuant to clause (a) of this
Section 9.02 above on the Clean-Up Call Date, then on the following Distribution
Date the Trustee shall begin a process for soliciting bids in connection with an
auction of the Home Equity Loans. The Owner of the Class X-IO Certificates may
submit a bid in connection with the auction, however neither of the Sellers nor
the Depositor shall be permitted to submit a bid or otherwise purchase any or
all of the Home Equity Loans in connection with the auction. The Trustee shall
provide the Owner of the Class X-IO Certificates written notice of such auction
at least ten (10) Business Days prior to the date bids must be received in such
auction (the "Auction Date"). The auction shall be conducted as
follows:


		          
(i)     If at least two bids are received, the Trustee
shall solicit and resolicit new bids from all participating bidders until only
one bid remains or the remaining bidders decline to resubmit bids. The Trustee
shall accept the highest of such remaining bids if it is equal to or in excess
of the Termination Price, consummate the sale and end the auction. If less than
two bids are received or the highest bid after the resolicitation process is
completed is not equal to or in excess of the Termination Price, the Trustee
shall not consummate such sale. To determine if a bid meeting the Termination
Price is received, the Trustee may, and if so requested by the Owner of the
Class X-IO Certificates shall, prior to accepting such bid, consult with a
financial advisor, which may be an Underwriter of the Certificates, to determine
if the fair market value of the Home Equity Loans and related property has been
offered.





		          
(ii)     If the first auction conducted by the Trustee
does not produce any bid at least equal to the Termination Price, then the
Trustee shall, beginning on the Distribution Date occurring approximately three
months after the first Auction Date, commence another auction in accordance with
the requirements of this subsection (c). If such second auction does not produce
any bid at least equal to the Termination Price, then the Trustee shall,
beginning on the Distribution Date occurring approximately three months after
the second Auction Date, commence another auction in accordance with the
requirements of this subsection (c), and shall continue to conduct similar
auctions approximately every three months thereafter until the earliest of (A)
the exercise by the Owner of the Class X-IO Certificates of its repurchase
option pursuant to clause (a) of this Section 9.02 above, (B) receipt by the
Trustee of a bid meeting the conditions specified in the preceding paragraph, or
(C) the Distribution Date on which the Loan Balance of all the Home Equity Loans
is reduced to zero.





		          
(iii)     If the Trustee receives a bid meeting the
conditions specified in this subsection (c), then the Trustee's written
acceptance of such bid shall constitute a plan of complete liquidation within
the meaning of Section 860F of the Code, and the Trustee shall release to the
winning bidder, upon payment of the bid purchase price, the Files pertaining to
the Home Equity Loans being purchased and take such other actions as the winning
bidder may reasonably request to effect the transfer of the Home Equity Loans to
the winning bidder.





          
(d)     If the Owner of the Class X-IO Certificates
does not repurchase all of the Home Equity Loans pursuant to clause (a) of this
Section 9.02 on the Clean-Up Call Date, then on the third Distribution Date
following the Clean-Up Call Date and each Distribution Date thereafter the
Owners of the Offered Certificates shall be entitled to receive the Class X-IO
Distribution Amount, distributable pursuant to Section 7.03(b) C.13 hereof,
allocated among the Classes of Offered Certificates in the order of priority set
forth in Section 7.03(b) C.13 hereof.


          
(e)     By their acceptance of the Certificates, the
Owners thereof hereby agree to authorize the Trustee to specify the first day in
the 90-day liquidation period in a statement attached to the Trust Estate's
final tax return, which shall be binding upon all successor Owners.


          
(f)     In connection with any purchase pursuant to
Section 9.02(a) or (c), the Owner of the Class X-IO Certificates or other
purchaser of the Home Equity Loans, as the case may be, shall provide to the
Trustee at the expense of the Owner of the Class X-IO Certificates or other
purchaser of the Home Equity Loans, as the case may be, an Opinion of Counsel
experienced in federal income tax matters acceptable to the Trustee to the
effect that such purchase and liquidation constitutes a Qualified Liquidation of
all of the REMICs created hereunder.


          
(g)     Promptly following any purchase described in
Section 9.02(a) or (c), the Trustee will release the Files to the Owner of the
Class X-IO Certificates or other purchaser of the Home Equity Loans, as the case
may be, or otherwise upon their order, in a manner similar to that described in
Section 8.14 hereof. The Owner of the Class X-IO Certificates or other purchaser
of the Home Equity Loans, as the case may be, will promptly prepare and record
assignments of Mortgages from the Trustee to the appropriate person.


          
Section 9.03.     Disposition of Proceeds.


          
The Trustee shall, upon receipt thereof, deposit the proceeds of any Termination
Price or other liquidation of the Trust Estate pursuant to this Article IX to
the Certificate Account for distribution in accordance with the priorities set
forth in Section 7.03(b) hereof; provided, however, that any amounts
representing unreimbursed Delinquency Advances and Servicing Advances
theretofore funded by the Servicer from the Servicer's own funds shall be paid
by the Trustee to the Servicer from the proceeds of the Trust Estate.
Notwithstanding the foregoing, no distribution of the proceeds of any
Termination Price shall be made to the Owners of the Class X-IO and Class R
Certificates until all such amounts have been applied in reduction of any
outstanding Group I Net WAC Cap Carryover and Group II Net WAC Cap Carryover.


          
Section 9.04.     Netting of Amounts.


          If
any Person paying the Termination Price would receive a portion of the amount to
be paid, such Person may net any such amount against the Termination Price
otherwise payable.


END OF ARTICLE IX


ARTICLE X



THE TRUSTEE


          
Section 10.01.    Certain Duties and Responsibilities.


          
(a)     The Trustee (i) (A) undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement against
the Trustee and (B) the banking institution that is the Trustee shall serve as
the Trustee at all times under this Agreement, and (ii) in the absence of bad
faith on its part, may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or opinions
or any other resolutions, statements, reports, documents, orders or other
instruments furnished pursuant to and conforming to the requirements of this
Agreement; but in the case of any such certificates or opinions or any other
resolutions, statements, reports, documents, orders or other instruments which
by any provision hereof are specifically required to be furnished to the
Trustee, shall be under a duty to examine the same to determine whether or not
on their face they conform to the requirements of this Agreement; provided,
however, that the Trustee shall not be responsible for the accuracy or content
of any resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Servicer, the Sellers or the Depositor
hereunder. Notwithstanding the foregoing, if a Servicer Termination Event of
which an Authorized Officer of the Trustee shall have actual knowledge has
occurred and has not been cured or waived, 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.


          
(b)     Notwithstanding the appointment of the Servicer
hereunder, the Trustee is hereby empowered to perform the duties of the Servicer
it being expressly understood, however, that the foregoing describes a power and
not an obligation of the Trustee (unless the Servicer shall have resigned or
been terminated and a successor Servicer shall not have been appointed pursuant
to the terms of this Agreement), and that all parties hereto agree that, prior
to any termination of the Servicer, the Servicer and, thereafter, the Trustee or
any other successor Servicer shall perform such duties. Specifically, and not in
limitation of the foregoing, the Trustee shall upon termination or resignation
of the Servicer, and pending the appointment of any other Person as successor
Servicer have the power and duty during its performance as successor
Servicer:


		          
(i)     to collect Mortgagor payments;





		          
(ii)     to foreclose on defaulted Home Equity Loans;





		          
(iii)     to enforce due-on-sale clauses and to enter
into assumption and substitution agreements as permitted by Section 8.12
hereof;





		          
(iv)     to deliver instruments of satisfaction pursuant to Section 8.14;





		          
(v)     to enforce the Home Equity Loans;





		          
(vi)     to make Delinquency Advances and Servicing
Advances and to pay Compensating Interest; and





		          
(vii)     to conduct an auction of the Home Equity
Loans pursuant to Section 9.02.





          
(c)     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, except
that:


		          
(i)     This subsection shall not be construed to limit
the effect of subsection (a) of this Section;





		          
(ii)     The Trustee shall not be personally liable for
any error of judgment made in good faith by an Authorized Officer, unless it
shall be proved that the Trustee was negligent in ascertaining the pertinent
facts;





		          
(iii)     The Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Owners of a majority in Percentage Interest of the
Certificates of the affected Class or Classes 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
relating to such Certificates;





		          
(iv)     The Trustee shall not be required to take
notice or be deemed to have notice or knowledge of any default unless an
Authorized Officer of the Trustee shall have received written notice thereof or
an Authorized Officer shall have actual knowledge thereof. In the absence of
receipt of such notice, the Trustee may conclusively assume that there is no
default; and





		          
(v)     Subject to the other provisions of this
Agreement and without limiting the generality of this Section l0.01, the Trustee
shall have no duty (A) to see to any recording, filing, or depositing of this
Agreement or any agreement referred to herein or any financing statement or
continuation statement evidencing a security interest, or to see to the
maintenance of any such recording or filing or depositing or to any rerecording,
refiling or redepositing of any thereof, (B) to see to any insurance or (C) to
see to the payment or discharge of any tax, assessment, or other governmental
charge or any lien or encumbrance of any kind owing with respect to, assessed or
levied against, any part of the Trust Estate.





          
(d)     Whether or not therein expressly so provided,
every provision of this Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.


          
(e)     No provision of this Agreement shall require
the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or indemnity reasonably satisfactory to
it against such risk or liability is not reasonably assured to it. None of the
provisions contained in this Agreement shall in any event require the Trustee to
perform, or be responsible for the manner of performance of, any of the
obligations of the Servicer under this Agreement, except during such time, if
any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Servicer in accordance with the terms of
this Agreement.


          
(f)     The permissive right of the Trustee to take
actions enumerated in this Agreement shall not be construed as a duty and the
Trustee shall not be answerable for other than its own negligence or willful
misconduct.


          
(g)     The Trustee shall be under no obligation to
institute any suit, or to take any remedial proceeding under this Agreement, or
to take any steps in the execution of the trusts hereby created or in the
enforcement of any rights and powers hereunder until it shall be indemnified to
its satisfaction against any and all costs and expenses, outlays and counsel
fees and other reasonable disbursements and against all liability, except
liability which is adjudicated to have resulted from its negligence or willful
misconduct, in connection with any action so taken.


          
(h)     The Trustee shall have no duty hereunder with
respect to any complaint, claim, demand, notice, or other document it may
receive or which may be alleged to have been delivered to or served upon it by
third parties as a consequence of the assignment of any of the Home Equity Loans
hereunder or may otherwise pertain to its interests in any of the Properties;
provided, however, that the Trustee shall use commercially reasonable efforts to
deliver to the Servicer any such complaint, claim, demand, notice, or other
document which is delivered to the Corporate Trust Office of the Trustee and
contains sufficient information to enable an Authorized Officer of the Trustee
to identify it as pertaining to a Mortgage or a Property.


          
Section 10.02.    Removal of Trustee for Cause.


          
(a)     The Trustee may be removed pursuant to
paragraph (b) hereof upon the occurrence of any of the following events
(whatever the reason for such event and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


		          
(1)     the Trustee shall fail to distribute to the
Owners entitled hereto on any Distribution Date any amounts available for
distribution that it has received in accordance with the terms hereof;
(provided, however, that any such failure which is due to circumstances beyond
the control of the Trustee shall not be a cause for removal hereunder); or





		          
(2)     the Trustee shall fail in the performance of,
or breach, any covenant or agreement of the Trustee in this Agreement, or if any
representation or warranty of the Trustee made in this Agreement or in any
certificate or other writing delivered pursuant hereto or in connection herewith
shall prove to be incorrect in any material respect as of the time when the same
shall have been made, and such failure or breach shall continue or not be cured
for a period of 30 days after there shall have been given, by registered or
certified mail, to the Trustee by the Seller or by the Owners of at least 25% of
the aggregate Percentage Interests represented by the Offered Certificates then
Outstanding, or, if there are no Offered Certificates then Outstanding, by such
Percentage Interests represented by the Class X-IO Certificates, or if there are
no Class X-IO Certificates then Outstanding, by such Percentage Interests
represented by the Class R Certificates, a written notice specifying such
failure or breach and requiring it to be remedied; or





		          
(3)     a decree or order of a court or agency or
supervisory authority having jurisdiction for the appointment of a conservator
or 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 Trustee, and
such decree or order shall have remained in force undischarged or unstayed for a
period of 75 days; or





		          
(4)     a conservator or receiver or liquidator or
sequestrator or custodian of the property of the Trustee is appointed in any
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Trustee or relating to all or
substantially all of its property; or





		          
(5)     the Trustee shall become insolvent (however
insolvency is evidenced), generally fail to pay its debts as they come due, file
or consent to the filing of a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of its
creditors, voluntarily suspend payment of its obligations, or take corporate
action for the purpose of any of the foregoing.





          The
Depositor shall give to the Rating Agencies notice of the occurrence of any such
event of which the Depositor is aware.


          
(b)     If any event described an Paragraph (a) occurs
and is continuing, then and in every such case the Depositor and the Owners of a
majority of the Percentage Interests represented by the Offered Certificates
then Outstanding or if there are no Offered Certificates then Outstanding by
such majority of the Percentage Interests represented by the Class X-IO
Certificates or if there are no Class X-IO Certificates then Outstanding by such
majority of the Percentage Interests represented by the Class R Certificates,
may, whether or not the Trustee resigns pursuant to Section l0.09(b) hereof,
immediately, concurrently with the giving of notice to the Trustee, and without
delaying the 30 days required for notice therein, appoint a successor Trustee
pursuant to the terms of Section l0.09 hereof.


          
Section 10.03.    Certain Rights of the Trustee.


          
Except as otherwise provided in Section 10.01 hereof:


          
(a)     the Trustee (acting as Trustee or Tax Matters
Person) may request and may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
note or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;


          
(b)     any request or direction of the Depositor, the
Seller, or the Owners of any Class of Certificates mentioned herein shall be
sufficiently evidenced in writing;


          
(c)     whenever in the administration of this
Agreement the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officer's Certificate;


          
(d)     the Trustee may consult with counsel, and the
advice of such counsel or any opinion of counsel (selected in good faith by the
Trustee) shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reasonable reliance thereon;


          
(e)     the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement at the
request or direction of any of the Owners pursuant to this Agreement, unless
such Owners shall have offered to the Trustee security or indemnity reasonably
satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;


          
(f)     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, direction, consent,
order, bond, note or other paper or document, unless requested in writing to do
so by the Owners; provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against such cost,
expense or liability as a condition precedent to taking any such
action;


          
(g)     the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents, attorneys, nominees or custodians and shall not be responsible
for any willful misconduct or gross negligence on the part of any agent,
attorney, custodian or nominee appointed with due care;


          
(h)     the Trustee shall not be liable for any action
it takes or omits to take in good faith which it reasonably believes to be
authorized by the Authorized Officer of any Person and within its rights or
powers under this Agreement other than as to validity and sufficiency of its
authentication of the Certificates;


          
(i)     the right of the Trustee to perform any
discretionary act enumerated in this Agreement shall not be construed as a duty,
and the Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of such act;


          
(j)     pursuant to the terms of this Agreement, the
Servicer is required to furnish to the Trustee from time to time certain
information and make various calculations which are relevant to the performance
of the Trustee's duties under the Agreement. The Trustee shall be entitled to
rely in good faith on any such information and calculations in the performance
of its duties hereunder, (i) unless and until an Authorized Officer of the
Trustee has actual knowledge, or is advised by any Owner of a Certificate
(either in writing or orally with prompt written or telecopy confirmations),
that such information or calculations is or are incorrect, or (ii) unless there
is a manifest error in any such information;


          
(k)     the Trustee shall not be required to give any
bond or surety in respect of the execution of the Trust Estate created hereby or
the powers granted hereunder;


          
(l)     In no event shall the Trustee be liable for the
selection of investments or for investment losses incurred thereon. The Trustee
shall have no liability in respect of losses incurred as a result of the
liquidation of any investment prior to its stated maturity. The Trustee shall
invest and reinvest amounts held in the Certificate Account in Eligible
Investments as set forth in Schedule I-F hereto; and


          
(m)     In the event that the Trustee is also acting as
Registrar, transfer agent or Paying Agent hereunder, the rights and protections
afforded to the Trustee pursuant to this section shall also be afforded to the
Registrar, transfer agent and Paying Agent.


          
Section 10.04.    Not Responsible for Recitals or Issuance of Certificates.


          The
recitals and representations contained herein and in the Certificates, except
the execution and authentication of the Certificates, shall be taken as the
statements of the Depositor, and the Trustee assumes no responsibility for their
correctness (other than with respect to such execution and authentication). The
Trustee makes no representation as to the validity or sufficiency of this
Agreement, the Certificates or any Home Equity Loan or document related thereto
other than as to validity and sufficiency of its authentication of the
Certificates. The Trustee shall not be accountable for the use or application by
the Depositor of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor,
the Sellers or the Servicer in respect of the Home Equity Loans or deposited
into or withdrawn from the Principal and Interest Account or the Certificate
Account by the Depositor, the Servicer or the Sellers, and shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or otherwise to perfect or maintain the perfection of any
security interest or lien or except as otherwise provided herein to prepare or
file any tax returns or Commission filings for the Trust or to record this
Agreement. The Trustee shall not be required to take notice or be deemed to have
notice or knowledge of any default unless an Authorized Officer of the Trustee
shall have received written notice thereof or an Authorized Officer has actual
knowledge thereof. In the absence of receipt of such notice, the Trustee may
conclusively assume that no default has occurred.


          
Section 10.05.    May Hold Certificates.


          The
Trustee, any Paying Agent, Registrar or any other agent of the Trust, in its
individual or any other capacity, may become an Owner or pledgee of Certificates
and may otherwise deal with the Trust and the other parties hereto with the same
rights it would have if it were not Trustee, any Paying Agent, Registrar or such
other agent.


          
Section 10.06.    Money Held in Trust.


          
Money held by the Trustee in trust hereunder need not be segregated from other
trust funds except to the extent required herein or required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Depositor and except to the extent of income
or other gain on investments which are deposits in or certificates of deposit of
the Trustee in its commercial capacity and income or other gain actually
received by the Trustee on Eligible Investments.


          
Section 10.07.    Compensation and Reimbursement.


          As
compensation for its services hereunder, the Trustee shall be entitled to
receive the Trustee Fee, any investment income or other benefit derived from
funds or Eligible Investments in the Certificate Account to the extent permitted
by Section 7.05(c), and such other amounts as separately agreed with the Seller.
Except as otherwise provided in this Agreement, the Trustee and any director,
officer, employee or agent of the Trustee shall be indemnified by the Trust and
held harmless against any loss, liability, or "unanticipated out-of-pocket"
expense incurred or paid to third parties (which expenses shall not include
salaries paid to employees, or allocable overhead, of the Trustee) in connection
with or any claim or legal action or any pending or threatened claim or legal
action arising out of or in connection with the acceptance or administration of
its trusts hereunder or the Certificates, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder. All such amounts described in the preceding
sentence shall constitute Trustee Reimbursable Expenses. It is understood by the
parties hereto that a "claim" as used in this paragraph includes any claim for
indemnification made by the Custodian under the applicable provisions of the
Custodial Agreement. The Trustee and any director, officer, employee or agent of
the Trustee shall be indemnified by the Seller and held harmless against any
loss, liability or reasonable expenses incurred by the Trustee in performing its
duties as Tax Matters Person for the REMICs created under this Agreement, other
than any loss, liability or expense incurred by reason of willful misfeasance,
negligence or bad faith. When the Trustee incurs expenses or provides services
after the occurrence of a default and the commencement of a voluntary or
involuntary case under Title 11 of the United States Code or any other
applicable federal or state bankruptcy, insolvency or similar law involving any
of the Sellers or the Servicer, the expenses and fees for such services are
intended to constitute expenses of administration under such laws. The
provisions of this Section 10.07 shall survive the resignation or removal of the
Trustee and the termination of this Agreement.


          
Section 10.08.    Corporate Trustee Required; Eligibility.


          
There shall at all times be a Trustee hereunder which shall be a corporation or
association organized and doing business under the laws of the United States of
America or of any state 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 the United States of America, or any state and
having a deposit rating of at least A- by Standard & Poor's, A2 by Moody's and,
if rated by Fitch, A by Fitch. If such Trustee publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, 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. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article X.


          
Section 10.09.    Resignation and Removal; Appointment of Successor.


          
(a)     No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article X shall become
effective until the acceptance of appointment by the successor Trustee under
Section 10.10 hereof.


          
(b)     The Trustee, or any trustee or trustees
hereafter appointed, may resign at any time by giving written notice of
resignation to the Depositor and the Seller and by mailing notice of resignation
by first-class mail, postage prepaid, to the Owners at their addresses appearing
on the Register. A copy of such notice shall be sent by the resigning Trustee to
the Rating Agencies. Upon receiving notice of resignation, the Depositor shall
promptly appoint a successor Trustee or Trustees by written instrument, in
duplicate, executed on behalf of the Trust by an Authorized Officer of the
Depositor, one copy of which instrument shall be delivered to the Trustee so
resigning and one copy to the successor Trustee or Trustees. If no successor
Trustee shall have been appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee, or any Owner may, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor Trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
appropriate, appoint a successor Trustee.


          
(c)     If at any time the Trustee shall cease to be
eligible under Section 10.08 hereof and shall fail to resign after written
request therefor by the Depositor, the Depositor may remove the Trustee and
appoint a successor Trustee by written instrument, in duplicate, executed on
behalf of the Trust by an Authorized Officer of the Depositor, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor Trustee.


          
(d)     The Owners of a majority of the Voting Rights
represented by the Offered Certificates, or, if there are no Offered
Certificates then Outstanding, by such majority of the Voting Rights represented
by the Class X-IO and Class R Certificates, may at any time remove the Trustee
and appoint a successor Trustee by delivering to the Trustee to be removed, to
the successor Trustee so appointed, to the Depositor and to the Servicer, copies
of the record of the act taken by the Owners, as provided for in Section 11.03
hereof.


          
(e)     [Reserved].


          
(f)     If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Trustee for any cause, the Depositor shall promptly appoint a successor Trustee.
If within one year after such resignation, removal or incapability or the
occurrence of such vacancy, a successor Trustee shall be appointed by act of the
Owners of a majority of the Percentage Interests represented by the Offered
Certificates then Outstanding, the successor Trustee so appointed shall
forthwith upon its acceptance of such appointment become the successor Trustee
and supersede the successor Trustee appointed by the Depositor. If no successor
Trustee shall have been so appointed by the Depositor or the Owners and shall
have accepted appointment in the manner hereinafter provided, any Owner may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor Trustee.


          
(g)     The Servicer shall give notice of any removal
of the Trustee by mailing notice of such event by first-class mail, postage
prepaid, to the Rating Agencies and to the Owners as their names and addresses
appear in the Register. Each notice shall include the name of the successor
Trustee and the address of its corporate trust office.


          
Section 10.10.    Acceptance of Appointment by Successor Trustee.


          
Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Depositor on behalf of the Trust and to its predecessor Trustee
an instrument accepting such appointment hereunder and stating its eligibility
to serve as Trustee 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 vested with all the rights,
powers, trusts, duties and obligations of its predecessor hereunder; but, on
request of the Depositor or the successor Trustee, such predecessor Trustee
shall, upon payment of its charges then unpaid, execute and deliver an
instrument transferring to such successor Trustee all of the rights, powers and
trusts of the Trustee so ceasing to act, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such Trustee so
ceasing to act hereunder. Upon request of any such successor Trustee, the
Depositor on behalf of the Trust shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts.


          Upon
acceptance of appointment by a successor Trustee as provided in this Section,
the Depositor shall mail notice thereof by first-class mail, postage prepaid, to
the Owners at their last addresses appearing upon the Register. The Depositor
shall send a copy of such notice to the Rating Agencies. If the Depositor fails
to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Trust.


          No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor shall be qualified and eligible under this Article
X.


          
Section 10.11.    Merger, Conversion, Consolidation or Succession to Business of the Trustee.


          Any
corporation or association into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation or association resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation or association succeeding to all or substantially all
of the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto; provided, however, that such
corporation or association shall be otherwise qualified and eligible under this
Article X. In case any Certificates have been executed, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation
to such Trustee may adopt such execution and deliver the Certificates so
executed with the same effect as if such successor Trustee had itself executed
such Certificates.


          
Section 10.12.    Reporting; Withholding.


          
(a)     The Trustee shall timely provide to the Owners
the Internal Revenue Service's Form 1099 and any other statement required by
applicable Treasury regulations as determined by the Tax Matters Person, and
shall withhold, as required by applicable law, federal, state or local taxes, if
any, applicable to distributions to the Owners, including but not limited to
backup withholding under Section 3406 of the Code and the withholding tax on
distributions to foreign investors under Sections 1441 and 1442 of the
Code.


          
(b)     As required by law or upon request of the Tax
Matters Person and except as otherwise specifically set forth in (a) preceding,
the Trustee shall timely file all reports prepared by the Seller and required to
be filed by the Trust, including other reports that must be filed with the
Owners, such as the Internal Revenue Service's Form 1066 and Schedule Q. The
Trustee shall, upon written request of the Seller, collect any forms or reports
from the Owners determined by the Seller to be required under applicable
federal, state and local tax laws.


          
(c)     Except as otherwise provided, the Trustee shall
have the responsibility for preparation and execution of those returns, forms,
reports and other documents referred to in this Section.


          
(d)     The Seller covenants and agrees that it shall
provide to the Trustee any information necessary to enable the Trustee to meet
its obligations under subsections (a), (b) and (c) above.


          
Section 10.13.    Liability of the Trustee.


          The
Trustee shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the Trustee herein.
Neither the Trustee nor any of the directors, officers, employees or agents of
the Trustee shall be under any liability on any Certificate or otherwise to the
Certificate Account, the Depositor, the Sellers, the Servicer or any Owner 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 Trustee, its directors, officers, employees
or agents or any such Person against any liability which would otherwise be
imposed by reason of negligent action, negligent failure to act or willful
misconduct in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. Subject to the foregoing sentence, the Trustee
shall not be liable for losses on investments of amounts in the Certificate
Account (except for any losses on obligations on which the bank serving as
Trustee is the obligor). In addition, the Depositor and CHEC covenant and agree
to indemnify the Trustee and the Servicer (if the Servicer is also the Trustee)
and their officers, directors, agents and employees from, and hold it harmless
against, any and all losses, liabilities, damages, claims or expenses (including
legal fees and expenses) of whatsoever kind arising out of or in connection with
the performance of its duties hereunder other than those resulting from
negligence or bad faith. The Trustee and any director, officer, employee or
agent of the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting in good faith on any certificate, notice or
other document of any kind prima facie properly executed and submitted by the
Authorized Officer of any Person respecting any matters arising hereunder. The
provisions of this Section 10.13 shall survive the resignation or removal of the
Trustee, termination of this Agreement and the payment of the outstanding
Certificates. When the Trustee incurs expenses or provides services after the
occurrence of a default and the commencement of a voluntary or involuntary case
under Title 11 of the United States Code or any other applicable federal or
state bankruptcy, insolvency or similar law involving the Sellers or the
Servicer, the expenses and fees for such services are intended to constitute
expenses of administration under such laws.


          
Section 10.14.    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 Estate or Property may at the time be located, the 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, of all or any part of the
Trust Estate or separate Trustee or separate Trustees of any part of the Trust
Estate, and to vest in such Person or Persons, in such capacity and for the
benefit of the Owners, such title to the Trust Estate, or any part thereof, and,
subject to the other provisions of this Section 10.14, such powers, duties,
obligations, rights and trusts as the Servicer and the Trustee may consider
necessary or desirable. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
the case any event indicated in Section 8.20(a) 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 10.08 and no notice to Owner of
the appointment of any co-Trustee or separate Trustee shall be required under
Section 10.09.


          
Every separate Trustee and co-Trustee shall, to the extent permitted, be
appointed and act subject to the following provisions and conditions:


		          
(i)     All rights, powers, duties and obligations
conferred or imposed upon the Trustee 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
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Estate 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 co-Trustee hereunder shall be held
personally liable by reason of any act or omission of any other co-Trustee
hereunder; and





		          
(iii)     The Servicer and the Trustee acting jointly
may at any time accept the resignation of or remove any separate Trustee or
co-Trustee.





          Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate Trustees and co-Trustees, as effectively
as if given to each of them. Every instrument appointing any separate Trustee or
co-Trustee shall refer to this Agreement and the conditions of this Section
10.14. 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
Servicer.


          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 10.15.    Appointment of Custodians.


          The
Trustee may appoint one or more Custodians to hold all or a portion of the Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
this Article X, the Trustee agrees to comply with the terms of the Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Owners of the Certificates.


END OF ARTICLE X


ARTICLE XI



MISCELLANEOUS


          
Section 11.01.    Compliance Certificates and Opinions.


          
Upon any application or request by the Depositor, the Sellers or the Owners to
the Trustee to take any action under any provision of this Agreement, the
Depositor, each of the Sellers or the Owners, as the case may be, shall furnish
to the Trustee a certificate stating that all conditions precedent, if any,
provided for in this Agreement relating to the proposed action have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Agreement relating to such particular application or request, no
additional certificate need be furnished.


          
Except as otherwise specifically provided herein, each certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Agreement (including one furnished pursuant to specific requirements of this
Agreement relating to a particular application or request) shall
include:


          
(a)      a statement that each individual signing such
certificate or opinion has read such covenant or condition and the definitions
herein relating thereto;


          
(b)       a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; and


          
(c)       a statement as to whether, in the opinion
of each such individual, such condition or covenant has been complied
with.


          
Section 11.02.    Form of Documents Delivered to the Trustee.


          
In any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


          
Any certificate or opinion of an Authorized Officer of the Trustee may be based,
insofar as it relates to legal matters, upon a certificate or opinion of or
representations by counsel, unless such Authorized Officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of an Authorized
Officer of the Trustee or any Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations
by, one or more Authorized Officers of the Depositor, either of the Sellers or
the Servicer, stating that the information with respect to such factual matters
is in the possession of the Depositor, either of the Sellers or the Servicer,
unless such Authorized Officer or counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous. Any Opinion of Counsel may also be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an Authorized Officer of the Trustee, stating that
the information with respect to such matters is in the possession of the
Trustee, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous. Any Opinion of Counsel may be based on the written
opinion of other counsel, in which event such Opinion of Counsel shall be
accompanied by a copy of such other counsel's opinion and shall include a
statement to the effect that such counsel believes that such counsel and the
Trustee may reasonably rely upon the opinion of such other counsel.


          
Where any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Agreement, they may, but need not, be consolidated and form one
instrument.


          
Section 11.03.    Acts of Owners.


          
(a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Agreement to be given
or taken by the Owners may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Owners in person or by
agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee, and, where it is hereby expressly required, to the
Seller. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "act" of the Owners
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee and the Trust,
if made in the manner provided in this Section.


          
(b)      The fact and date of the execution by any
Person of any such instrument or writing may be proved by the affidavit of a
witness of such execution or by the certificate of any notary public or other
officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Whenever such execution is by an officer of a corporation or a member
of a partnership on behalf of such corporation or partnership, such certificate
or affidavit shall also constitute sufficient proof of his authority.


          
(c)      The ownership of Certificates shall be proved
by the Register.


          
(d)      Any request, demand, authorization, direction,
notice, consent, waiver or other action by the Owner of any Certificate shall
bind the Owner of every Certificate issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof, in respect of anything done,
omitted or suffered to be done by the Trustee or the Trust in reliance thereon,
whether or not notation of such action is made upon such
Certificates.


          
Section 11.04.    Notices, etc. to Trustee.


          
Any request, demand, authorization, direction, notice, consent, waiver or act of
the Owners under this Agreement or other documents provided or permitted by this
Agreement to be made upon, given or furnished to, or filed with the Trustee by
any Owner, the Depositor, either of the Sellers or the Servicer shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with and received by the Trustee at its Corporate Trust Office as
set forth in Section 2.02 hereof.


          
Section 11.05.    Notices and Reports to Owners; Waiver of Notices.


          
Where this Agreement provides for notice to Owners of any event or the mailing
of any report to Owners, such notice or report shall be sufficiently given
(unless otherwise herein expressly provided) if mailed, first-class postage
prepaid, to each Owner affected by such event or to whom such report is required
to be mailed, at the address of such Owner as it appears on the Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice or the mailing of such report. In any case where a
notice or report to Owners is mailed in the manner provided above, neither the
failure to mail such notice or report nor any defect in any notice or report so
mailed to any particular Owner shall affect the sufficiency of such notice or
report with respect to other Owners, and any notice or report which is mailed in
the manner herein provided shall be conclusively presumed to have been duly
given or provided. Notwithstanding the foregoing, if the Servicer is removed or
resigned or the Trust is terminated, notice of any such events shall be made by
overnight courier, registered mail or telecopy followed by a telephone
call.


          
Where this Agreement provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Owners shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.


          
In case, by reason of the suspension of regular mail service as a result of a
strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to Owners when such notice is required to be given pursuant
to any provision of this Agreement, then any manner of giving such notice as
shall be satisfactory to the Trustee shall be deemed to be a sufficient giving
of such notice.


          
Where this Agreement provides for notice to any Rating Agency that rated any
Certificates, failure to give such notice shall not affect any other rights or
obligations created hereunder.


          
Section 11.06.    Rules by Trustee.


          
The Trustee may make reasonable rules for any meeting of Owners.


          
Section 11.07.    Successors and Assigns.


          
All covenants and agreements in this Agreement by any party hereto shall bind
its successors and assigns, whether so expressed or not.


          
Section 11.08.    Severability.


          
In case any provision in this Agreement or in the Certificates shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.


          
Section 11.09.    Benefits of Agreement.


          
Nothing in this Agreement or in the Certificates, expressed or implied, shall
give to any Person, other than the Owners and the parties hereto and their
successors hereunder, any benefit or any legal or equitable right, remedy or
claim under this Agreement.


          
Section 11.10.   Legal Holidays.


          
In any case where the date of any Distribution Date, any other date on which any
distribution to any Owner is proposed to be paid, or any date on which a notice
is required to be sent to any Person pursuant to the terms of this Agreement
(with the exception of any Monthly Remittance Date) shall not be a Business Day,
then (notwithstanding any other provision of the Certificates or this Agreement)
payment or mailing need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made or mailed on
the nominal date of any such Distribution Date, or such other date for the
payment of any distribution to any Owner or the mailing of such notice, as the
case may be, and no interest shall accrue for the period from and after any such
nominal date, provided such payment is made in full on such next succeeding
Business Day. In any case where the date of any Monthly Remittance Date shall
not be a Business Day, then payment or mailing need not be made on such date,
but must be made on the preceding Business Day.


          
Section 11.11.    Governing Law; Submission to Jurisdiction.


          
(a)      In view of the fact that Owners are expected
to reside in many states and outside the United States and the desire to
establish with certainty that this Agreement will be governed by and construed
and interpreted in accordance with the law of a state having a well-developed
body of commercial and financial law relevant to transactions of the type
contemplated herein, this Agreement and each Certificate shall be construed in
accordance with and governed by the laws of the State of New York applicable to
agreements made and to be performed therein, without giving effect to the
conflicts of law principles thereof.


          
(b)      The parties hereto hereby irrevocably submit
to the jurisdiction of the United States District Court for the Southern
District of New York and any court in the State of New York located in the City
and County of New York, and any appellate court from any thereof, in any action,
suit or proceeding brought against it or in connection with this Agreement or
any of the related documents or the transactions contemplated hereunder or for
recognition or enforcement of any judgment, and the parties hereto hereby
irrevocably and unconditionally agree that all claims in respect of any such
action or proceeding may be heard or determined in such New York state court or,
to the extent permitted by law, in such federal court. The parties hereto agree
that a final judgment in any such action, suit or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. To the extent permitted by applicable law, the
parties hereto hereby waive and agree not to assert by way of motion, as a
defense or otherwise in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such courts, that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the
suit, action or proceeding is improper or that the related documents or the
subject matter thereof may not be litigated in or by such courts.


          
(c)      Each of the Depositor, the Sellers and the
Servicer hereby irrevocably appoints and designates the Trustee as its true and
lawful attorney and duly authorized agent for acceptance of service of legal
process with respect to any action, suit or proceeding set forth in paragraph
(b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that
service of such process upon the Trustee shall constitute personal service of
such process upon it.


          
(d)      Nothing contained in this Agreement shall
limit or affect the right of the Depositor, any of the Sellers or the Servicer,
as the case may be, to serve process in any other manner permitted by law or to
start legal proceedings relating to any of the Home Equity Loans against any
Mortgagor in the courts of any jurisdiction.


          
Section 11.12.    Counterparts.


          
This instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


          
Section 11.13.    Usury.


          
The amount of interest payable or paid on any Certificate under the terms of
this Agreement shall be limited to an amount which shall not exceed the maximum
nonusurious rate of interest allowed by the applicable laws of the State of New
York or any applicable law of the United States permitting a higher maximum
nonusurious rate that preempts such applicable New York laws, which could
lawfully be contracted for, charged or received (the "Highest Lawful Rate"). In
the event any payment of interest on any Certificate exceeds the Highest Lawful
Rate, the Trust stipulates that such excess amount will be deemed to have been
paid to the Owner of such Certificate as a result of an error on the part of the
Trustee acting on behalf of the Trust and the Owner receiving such excess
payment shall promptly, upon discovery of such error or upon notice thereof from
the Trustee on behalf of the Trust, refund the amount of such excess or, at the
option of such Owner, apply the excess to the payment of principal of such
Certificate, if any, remaining unpaid. In addition, all sums paid or agreed to
be paid to the Trustee for the benefit of Owners of Certificates for the use,
forbearance or detention of money shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full term of
such Certificates.


          
Section 11.14.    Amendment.


          
(a)      The Trustee, the Depositor, the Sellers and
the Servicer may, at any time and from time to time, without the giving of
notice to or the receipt of the consent of the Owners, amend this Agreement, and
the Trustee shall consent to the amendment for the purposes of (i) if
accompanied by an approving Opinion of Counsel experienced in federal income tax
matters, and an Officer's Certificate, which shall not be at the expense of the
Trustee, removing the restriction against the transfer of a Class R Certificate
to a Disqualified Organization, (ii) complying with the requirements of the Code
including any amendments necessary to maintain REMIC status of each REMIC, (iii)
curing any ambiguity, (iv) correcting or supplementing any provisions of this
Agreement which are inconsistent with any other provisions of this Agreement or
(v) for any other purpose, provided that in the case of clause (v), such
amendment shall not adversely affect in any material respect any Owner. Any such
amendment shall be deemed not to adversely affect in any material respect any
Owner if such Owner shall have consented thereto in writing or if there is
delivered to the Trustee written notification from each Rating Agency that such
amendment will not cause such Rating Agency to reduce its then current rating
assigned to the Offered Certificates. Notwithstanding anything to the contrary,
no such amendment shall (a) change in any manner the amount of, or delay the
timing of, payments which are required to be distributed to any Owner without
the consent of such Owner or (b) change the percentages of Percentage Interest
which are required to consent to any such amendments, without the consent of the
Owners of all Certificates of the Class or Classes affected then outstanding.
The Trustee shall not be required to execute any amendment or supplement if it
affects its rights, duties, immunities or indemnities.


          
(b)      The Rating Agencies shall be provided by the
Seller and the Depositor with copies of any amendments to this Agreement,
together with copies of any opinions or other documents or instruments executed
in connection therewith.


          
(c)           Notwithstanding  any  contrary  provisions  of this  Agreement,  the  Trustee  shall  not  consent  to any
amendment  to this  Agreement  unless it shall have first  received an Opinion of Counsel  (provided  by the Person
requesting  such  amendment) to the effect that such  amendment will not result in the imposition of any tax on the
Trust  pursuant to the REMIC  Provisions or cause any REMIC created  hereunder to fail to qualify as a REMIC at any
time that any of the Certificates are outstanding.


          
Section 11.15.    Paying Agent; Appointment and Acceptance of Duties.


          
The Trustee is hereby appointed Paying Agent. The Seller may, if such Person
meets the eligibility requirements for the Trustee set forth in Section 10.08
hereof, appoint one or more other Paying Agents or successor Paying
Agents.


          
Each Paying Agent, immediately upon such appointment shall signify its
acceptance of the duties and obligations imposed upon it by this Agreement by
written instrument of acceptance deposited with the Trustee.


          
Each such Paying Agent other than the Trustee shall execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of Section 6.02, that such Paying Agent
will:


          
(a)      allocate all sums received for distribution to
the Owners of Certificates of each Class for which it is acting as Paying Agent
on each Distribution Date among such Owners in the proportion specified by the
Trustee; and


          
(b)      hold all sums held by it for the distribution
of amounts due with respect to the Certificates in trust for the benefit of the
Owners entitled thereto until such sums shall be paid to such Owners or
otherwise disposed of as herein provided and pay such sums to such Persons as
herein provided.


          
Any Paying Agent other than the Trustee may at any time resign and be discharged
of the duties and obligations created by this Agreement by giving at least sixty
(60) days written notice to the Trustee. Any such Paying Agent may be removed at
any time by an instrument filed with such Paying Agent and signed by the
Trustee.


          
In the event of the resignation or removal of any Paying Agent other than the
Trustee such Paying Agent shall pay over, assign and deliver any moneys held by
it as Paying Agent to its successor, or if there be no successor, to the
Trustee.


          
Upon the appointment, removal or notice of resignation of any Paying Agent, the
Trustee shall notify the Owners by mailing notice thereof at their addresses
appearing on the Register.


          
Section 11.16.    REMIC Status.


          
(a)      The parties hereto intend that each REMIC
created hereunder shall constitute, and that the affairs of each REMIC created
hereunder shall be conducted so as to qualify it as a REMIC in accordance with
the REMIC Provisions. In furtherance of such intention, Bank One, National
Association, or such other person designated pursuant to Section 11.18 hereof
shall act as agent for the Trust and as Tax Matters Person for the Trust and
that in such capacity it shall: (i) prepare or cause to be prepared and filed,
at its own expense, in a timely manner, annual tax returns and any other tax
return required to be filed by each REMIC created hereunder using a calendar
year as the taxable year for such REMIC; (ii) in the related first such tax
return, make (or cause to be made) an election satisfying the requirements of
the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be
treated as a REMIC; (iii) at the Tax Matters Person's expense, prepare and
forward, or cause to be prepared and forwarded, to the Owners all information,
reports or tax returns required with respect to each REMIC created hereunder,
including Schedule Q to Form 1066, as, when and in the form required to be
provided to the Owners, and to the Internal Revenue Service and any other
relevant governmental taxing authority in accordance with the REMIC Provisions
and any other applicable federal, state or local laws, including without
limitation information reports relating to "original issue discount" as defined
in the Code based upon the prepayment assumption and calculated by using the
"Issue Price" (within the meaning of Section 1273 of the Code) of the
Certificates of the related Class; provided that the tax return filed on
Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the
Class R Certificates no later than 50 days after the end of the period to which
such tax return was due; (iv) not take any action or omit to take any action
that would cause the termination of the REMIC status of any REMIC created
hereunder, except as provided under this Agreement; (v) represent the Trust or
each REMIC created hereunder in any administrative or judicial proceedings
relating to an examination or audit by any governmental taxing authority,
request an administrative adjustment as to a taxable year of the Trust or each
REMIC created hereunder, enter into settlement agreements with any governmental
taxing agency, extend any statute of limitations relating to any tax item of the
Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust
or each REMIC created hereunder in relation to any tax matter involving the
Trust or each REMIC created hereunder (the legal expenses and costs of any such
action described in this subsection (v) and any liability resulting therefrom
shall constitute expenses of the Trust and shall constitute Trustee Reimbursable
Expenses, unless such legal expenses and costs are incurred by reason of the
Trustee's willful misfeasance, bad faith or negligence); (vi) comply with all
statutory or regulatory requirements with regard to its conduct of activities
pursuant to the foregoing clauses of this Section 11.16, including, without
limitation, providing all notices and other information to the Internal Revenue
Service and Owners of Class R Certificates required of a "tax matters person"
pursuant to subtitle F of the Code and the Treasury Regulations thereunder;
(vii) make available information necessary for the computation of any tax
imposed (A) on transfer of residual interests to certain Disqualified
Organizations or (B) on pass-through entities, any interest in which is held by
a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person
Residual Interest. The obligations of the Trustee or such other designated Tax
Matters Person pursuant to this Section 11.16 shall survive the termination or
discharge of this Agreement.


          
(b)      The Sellers, the Depositor, the Trustee and
the Servicer covenant and agree for the benefit of the Owners (i) to take no
action which would result in the termination of REMIC status for any REMIC
created hereunder, (ii) not to engage in any "prohibited transaction", as such
term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any
other action which may result in the imposition on the Trust of any other taxes
under the Code and (iv) to cause the Servicer not to take or engage in any such
action, to the extent that either of the Sellers is aware of any such proposed
action by the Servicer.


          
(c)      Each REMIC created hereunder shall, for
federal income tax purposes, maintain books on a calendar year basis and report
income on an accrual basis.


          
(d)      Except as otherwise permitted by Section
7.05(b), no Eligible Investment shall be sold prior to its stated maturity
(unless sold pursuant to a plan of liquidation in accordance with Article IX
hereof).


          
(e)      None of the Depositor, the Sellers or the
Trustee shall enter into any arrangement by which the Trustee will receive a fee
or other compensation for services rendered pursuant to this Agreement, other
than as expressly contemplated by this Agreement.


          
(f)      Notwithstanding the foregoing clauses (d) and
(e), the Trustee or either of the Sellers may engage in any of the transactions
prohibited by such clauses, provided that the Trustee shall have received an
Opinion of Counsel experienced in federal income tax matters to the effect that
such transaction does not result in a tax imposed on the Trust or cause a
termination of REMIC status for any REMIC created hereunder; provided, however,
that such transaction is otherwise permitted under this Agreement.


          
(g)      In the event that any tax is imposed on
"prohibited transactions" of the Trust created hereunder as defined in Section
860F(a)(2) of the Code, on "net income from foreclosure property" of the Trust
as defined in Section 860G(c) of the Code, on any contributions to the Trust
after the Startup Date therefor pursuant to Section 860G(d) of the Code, or any
other tax is imposed by the Code or any applicable provisions of state or local
tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of
or results from the willful misfeasance, bad faith or negligence in performance
by the Trustee of any of its obligations under Article X, or (ii) to the
Servicer if such tax arises out of or results from a breach by the Servicer of
any of its obligations under Article VIII or otherwise.


          
Section 11.17.    Additional Limitation on Action and Imposition of Tax.


          
Any provision of this Agreement to the contrary notwithstanding, the Trustee
shall not, without having obtained an Opinion of Counsel experienced in federal
income tax matters at the expense of the party seeking to take such action but
in no event at the expense of the Trust to the effect that such transaction does
not result in a tax imposed on the Trust or any REMIC created hereunder or cause
a termination of REMIC status for any REMIC created hereunder, (i) sell any
assets in the Trust Estate, (ii) accept any contribution of assets after the
Startup Day, (iii) allow the Servicer to foreclose upon any Home Equity Loan if
such foreclosure would result in a tax on the Trust or any REMIC created
hereunder or cause termination of REMIC status for any REMIC created hereunder
or (iv) agree to any modification of this Agreement. To the extent that
sufficient amounts cannot be so retained to pay or provide for the payment of
such tax, the Trustee is hereby authorized to and shall segregate, into a
separate non-interest bearing account, the net income from any such Prohibited
Transactions of each REMIC created hereunder and use such income, to the extent
necessary, to pay such tax; provided that, to the extent that any such income is
paid to the Internal Revenue Service, the Trustee shall retain an equal amount
from future amounts otherwise distributable to the Owners of Class R
Certificates and shall distribute such retained amounts to the Owners of Offered
Certificates to the extent they are fully reimbursed and then to the Owners of
the Class R Certificates. If any tax, including interest penalties or
assessments, additional amounts or additions to tax, is imposed on the Trust,
such tax shall be charged against amounts otherwise distributable to the owners
of the Class R Certificates on a pro rata basis. The Trustee is hereby
authorized to and shall retain from amounts otherwise distributable to the
Owners of the Class R Certificates sufficient funds to pay or provide for the
payment of, and to actually pay, such tax as is legally owed by the Trust (but
such authorization shall not prevent the Trustee from contesting any such tax in
appropriate proceedings, and withholding payment of such tax, if permitted by
law, pending the outcome of such proceedings).


          
Section 11.18.    Appointment of Tax Matters Person.


          
A Tax Matters Person will be appointed for each REMIC created hereunder for all
purposes of the Code and such Tax Matters Person will perform, or cause to be
performed, such duties and take, or cause to be taken, such actions as are
required to be performed or taken by the Tax Matters Person under the Code. The
Tax Matters Person for each REMIC created hereunder shall be the Trustee as long
as it owns a Class R Certificate. If the Trustee does not own a Class R
Certificate, the Tax Matters Person will be the holder of the largest percentage
interest in the Class R Certificates. The Trustee is hereby irrevocably
appointed to act as the agent of the Tax Matters Person for all purposes of the
Code and regulations thereunder.


          
Section 11.19.    Notices.


          
All notices hereunder shall be given as follows, until any superseding
instructions are given to all other Persons listed below:


	The Trustee:		
Bank One, National Association

Bank One Plaza, Suite IL1-0481

Chicago, Illinois 60670

Attention: Corporate Trust Office

Tel: (312) 407-8810

Fax: (312) 336-8840






	The Depositor: 		
CHEC Funding, LLC

2728 North Harwood

Dallas, Texas 75201

Attention: Jeffrey B. Upperman

Tel: (214) 981-6811

Fax: (214) 756-4580

Attention: Anne E. Sutherland

Tel: (214) 758-7045

Fax: (214) 758-7868





	The Seller: 		
Centex Home Equity Company, LLC

2828 North Harwood

Dallas, Texas 75201

Attention: Jeffrey B. Upperman

Tel: (214) 981-6811

Fax: (214) 756-4580

Attention: Anne E. Sutherland

Tel: (214) 758-7045

Fax: (214) 758-7868





	The Conduit Seller:		
CHEC Conduit Funding, LLC

2728 North Harwood

Dallas, Texas 75201

Attention: Jeffrey B. Upperman

Tel: (214) 981-6811

Fax: (214) 756-4580

Attention: Anne E. Sutherland

Tel: (214) 758-7045

Fax: (214) 758-7868





	The Conduit Seller II: 		
Harwood Street Funding II, LLC

2728 North Harwood

Dallas, Texas 75201

Attention: Jeffrey B. Upperman

Tel: (214) 981-6811

Fax: (214) 756-4580

Attention: Anne E. Sutherland

Tel: (214) 758-7045

Fax: (214) 758-7868





	The Servicer: 		
Centex Home Equity Company, LLC

2828 North Harwood

Dallas, Texas 75201

Attention: Jeffrey B. Upperman

Tel: (214) 981-6811

Fax: (214) 756-4580

Attention: Anne E. Sutherland

Tel: (214) 758-7045

Fax: (214) 758-7868





	The Custodian: 		
Bank One Trust Company, N.A.

2220 Chemsearch Blvd., Suite 150

Irving, Texas 75062

Attention: Gloria Sadler

Fax: (972) 785-534

Confirmation: (972) 785-5215





	The Underwriters: 		
Banc of America Securities LLC

100 North Tryon Street

11th Floor

NC1-007-11-07

Charlotte, NC 28255

Attention: Michael Schoffelen

Tel: (704) 386-0932

Fax: (704) 388-9668





			
Credit Suisse First Boston Corporation

11 Madison Avenue

5th Floor

New York, New York 10010

Attention: Brendan J. Keane

Tel: (212) 325-6459

Fax: (212) 743-2654





			
Lehman Brothers, Inc.

101 Hudson Street

Jersey City, NJ 07302

Attention: Brad Andres

Tel: 646-351-5580

Fax: (212) 599-8481





			
Salomon Smith Barney Inc.

390 Greenwich Street

6th Floor

New York, NY 10013

Attention: Paul Humphrey

Tel: (212) 723-9548

Fax: (212) 723-8591






	Standard & Poor's:		
Standard & Poor's Ratings Service,

a division of The McGraw-Hill Companies, Inc.

55 Water Street

41st Floor

New York, New York 10041

Attention: Residential Mortgage Group

Tel: (212) 438-2000

Fax: (212) 438-2661





	Moody's:		
Moody's Investors Service, Inc.

99 Church Street

New York, New York 10007

Attention: The Residential Mortgage

Monitoring Department

Tel: (212) 553-0300

Fax: (212) 553-0355





	Fitch: 		
Fitch, Inc.

One State Street Plaza

New York, NY 10004

Tel: 212-908-0870

Fax: 212-514-5879






          
Section 11.20. Rule 144A Information. For so long as any of the Class R
or Class X-IO Certificates are "restricted securities" within the meaning of
Rule 144A under the Securities Act, the Servicer (or if the Trustee is then
acting as Servicer, CHEC) agrees to provide to any Owner of the Class R or Class
X-IO Certificate and to any prospective purchaser of Class R or Class X-IO
Certificates designated by such an Owner, upon the request of such Owner or
prospective purchaser, the information specified below which is intended to
satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Act;
provided that this Section 11.20 shall require, as to the Trustee or CHEC, only
that the Servicer (or if the Trustee is then acting as Servicer, CHEC) provide
publicly available information regarding it or the Trustee in response to any
such request; and provided further that the Servicer (or if the Trustee is then
acting as Servicer, CHEC) shall be obligated to provide only such basic,
material information concerning the structure of the Class R or Class X-IO
Certificates and distributions thereon, the nature, performance and servicing of
the Home Equity Loans supporting the Certificates, and any credit enhancement
mechanism, if any, associated with the Certificates. Any recipient of
information provided pursuant to this Section 11.20 shall agree that such
information shall not be disclosed or used for any purpose other than the
evaluation of the Class R or Class X-IO Certificates by the prospective
purchaser. The Trustee shall have no responsibility for the sufficiency under
Rule 144A of any information so provided by the Servicer or CHEC to any Owner or
prospective purchaser of Class R or Class X-IO Certificates.


END OF ARTICLE XI







          
IN WITNESS WHEREOF, the Depositor, the Sellers, the Servicer and the Trustee
have caused this Agreement to be duly executed their respective officers
thereunto duly authorized, all as of the day and year first above
written.


		
CHEC FUNDING, LLC,

as Depositor



By: /s/ Jeffrey B. Upperman        
             
             

Name: Jeffrey B. Upperman

Title: Vice President





CENTEX HOME EQUITY COMPANY, LLC, as Seller



By: /s/ Jeffrey B. Upperman        
             
             

Name: Jeffrey B. Upperman

Title: Vice President



CHEC CONDUIT FUNDING, LLC as Conduit Seller



By: /s/ Jeffrey B. Upperman        
             
             

Name: Jeffrey B. Upperman

Title: Vice President





HARWOOD STREET FUNDING II, LLC,

as Conduit Seller II



By: CENTEX HOME EQUITY COMPANY, LLC, as Manager



By: /s/ Jeffrey B. Upperman        
             
             

Name: Jeffrey B. Upperman

Title: Vice President





CENTEX HOME EQUITY COMPANY, LLC,

as Servicer



By: /s/ Jeffrey B. Upperman        
             
             

Name: Jeffrey B. Upperman

Title: Vice President





BANK ONE, NATIONAL ASSOCIATION,

as Trustee




By: /s/ Donna V. Fanning        
             
             

Name: Donna V. Fanning

Title: Vice President










	
STATE OF NEW YORK



COUNTY OF NEW YORK    		)

:   ss.:

)





          
On the 24th day of January 2002, before me personally came Jeffrey B. Upperman
to me known that he is a Vice President of CHEC Funding, LLC, a Delaware limited
liability agreement; and that he signed his name thereto by order of the sole
member of said company.


          
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.



NOTARIAL SEAL



		/s/ Gina M. Capato         
            
            

Notary Public









	
STATE OF NEW YORK



COUNTY OF NEW YORK    		)

:   ss.:

)





          
On the 24th day of January 2002, before me personally came Jeffrey B. Upperman
to me known that he is a Vice President of Centex Home Equity Company, LLC, a
Delaware limited liability company, formerly Centex Credit Corporation, a Nevada
corporation, and that he signed his name thereto by order of the sole member of
said company.


          
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.


NOTARIAL SEAL


		/s/ Gina M. Capato         
            
            

Notary Public








	
STATE OF NEW YORK



COUNTY OF NEW YORK    		)

:   ss.:

)





          
On the 24th day of January 2002, before me personally came Jeffrey B. Upperman
to me known that he is a Vice President of Centex Home Equity Company, LLC, a
Delaware limited liability company, formerly Centex Credit Corporation, a Nevada
corporation and that he signed his name thereto by order of Centex Home Equity
Company, LLC, as manager of Harwood Street Funding II, LLC.


          
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.


NOTARIAL SEAL


		/s/ Gina M. Capato         
            
            

Notary Public










	
STATE OF NEW YORK



COUNTY OF NEW YORK    		)

:   ss.:

)





          
On the 24th day of January 2002, before me personally came Jeffrey B. Upperman
to me known that he is a Vice President of CHEC Conduit Funding, LLC, a Delaware
limited liability company, and that he signed his name thereto by order of the
sole member of said company.


          
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.


NOTARIAL SEAL



		/s/ Gina M. Capato         
            
            

Notary Public








	
STATE OF ILLINOIS



COUNTY OF COOK    		)

:   ss.:

)







          
On the 24th day of January 2002, before me personally came Donna V. Fanning, to
me known that she is a Vice President of Bank One, National Association,
described in and that she executed the above instrument as Trustee; and that she
signed her name thereto by order of the Board of Directors of said
bank.


          
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.


NOTARIAL SEAL


		/s/ Rodney J. Harrington     
            
            

Notary Public










SCHEDULE I-A

GROUP I SCHEDULE OF HOME EQUITY LOANS


          
A copy of this Schedule is maintained by the Trustee at the Corporate Trust
Office and by the Servicer.








SCHEDULE I-B

GROUP II SCHEDULE OF HOME EQUITY LOANS


          
A copy of this Schedule is maintained by the Trustee at the Corporate Trust
Office and by the Servicer.








SCHEDULE I-C

SELLER SCHEDULE OF HOME EQUITY LOANS


          
A copy of this Schedule is maintained by the Trustee at the Corporate Trust
Office and by the Servicer.








SCHEDULE I-D

CONDUIT SCHEDULE OF HOME EQUITY LOANS


          
A copy of this Schedule is maintained by the Trustee at the Corporate Trust
Office and by the Servicer.








SCHEDULE I-E

CONDUIT II SCHEDULE OF HOME EQUITY LOANS


          
A copy of this Schedule is maintained by the Trustee at the Corporate Trust
Office and by the Servicer.







SCHEDULE I-F

INVESTMENT INSTRUCTIONS TO TRUSTEE


	
Account



(1)     Certificate Account

(2)     Supplemental Interest Reserve Fund
	
Eligible Investment



One Group Institutional Prime Fund

One Group Institutional Prime Fund












EXHIBIT A-1



FORM OF CLASS AF-1 CERTIFICATE



SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A CLASS OF
"REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING COMPLIANCE WITH THE
REMIC PROVISIONS OF THE CODE.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS AF-1



(2.91% Certificate Rate)


Representing Certain Interests Relating to two Pools of Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.)


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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.


	No: AF-1-1 	152314 EF3

CUSIP





		
$80,500,000

Original Class AF-1

Certificate

Principal Balance		January 24, 2002

Date	December 25, 2016

Final Scheduled

Distribution Date









CEDE & CO.

Registered Owner


          
The registered Owner named above is the registered beneficial Owner of a
fractional interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the
Seller and the Conduit Sellers are causing to be delivered to the Depositor and
the Depositor is causing to be delivered to the Trustee, together with the
related Home Equity Loan documents and the Depositor's interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate").


          
The Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class AF-1 Certificates over the period from the date
of initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class AF-1 Certificates. Therefore, the actual outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date), be less than the original Certificate Principal
Balance of the Class AF-1 Certificates set forth above.


          
Upon receiving the final distribution hereon, the Owner hereof is required to
send this Certificate to the Trustee. The Pooling and Servicing Agreement
provides that, in any event, upon the making of the final distribution due on
this Certificate, this Certificate shall be deemed canceled for all purposes
under the Pooling and Servicing Agreement.


          
NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.


          
 THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
 NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY.


          
This Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class AF-1 (the "Class AF-1 Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-2
(the "Class AF-2 Certificates"), Class AF-3 (the "Class AF-3 Certificates"),
Class AF-4 (the "Class AF-4 Certificates"), Class AF-5 (the "Class AF-5
Certificates"), Class AF-6 (the "Class AF-6 Certificates"), Class MF-1 (the
"Class MF-1 Certificates"), Class MF-2 (the "Class MF-2 Certificates"), Class BF
(the Class BF Certificates"), Class AV (the "Class AV Certificates"), Class MV-1
(the "Class MV-1 Certificates"), Class MV-2 (the "Class MV-2 Certificates"),
Class BV (the Class BV Certificates"), Class X-IO (the "Class X-IO
Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates, the Class AV Certificates,
the Class MV-1 Certificates, the Class MV-2 Certificates and the Class BV
Certificates shall be together referred to as the "Offered Certificates" and the
Offered Certificates, the Class X-IO Certificates and the Class R Certificates
are together referred to herein as the "Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement.


          
On the 25th day of each month, or, if such day is not a Business Day, then the
next succeeding Business Day (each such day being a "Distribution Date")
commencing February 25, 2002, the Owners of the Class AF-1 Certificates as of
the close of business on the last Business Day of the calendar month immediately
preceding the calendar month in which a Distribution Date occurs (the "Record
Date") will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates on such Distribution Date. Distributions will be
made in immediately available funds to Owners of Certificates having an
aggregate original Certificate Principal Balance of at least $1,000,000 (by wire
transfer or otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register.


          
Each Owner of record of a Class AF-1 Certificate will be entitled to receive
such Owner's Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AF-1 Certificates. The Percentage Interest of each Class
AF-1 Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class
AF-1 Certificate on the Startup Day by the aggregate Certificate Principal
Balance of the Class AF-1 Certificates on the Startup Day.


          
The Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.


          
The Home Equity Loans will be serviced by the Servicer pursuant to the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Home Equity Loans. No appointment of any Sub-Servicer shall release
the Servicer from any of its obligations under the Pooling and Servicing
Agreement.


          
This Certificate does not represent a deposit or other obligation of, or an
interest in, nor are the underlying Home Equity Loans insured or guaranteed by,
CHEC Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company,
LLC or any of their Affiliates. This Certificate is limited in right of payment
to certain collections and recoveries relating to the Home Equity Loans and
amounts on deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and Servicing Agreement),
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.


          
No Owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement, or for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.


          
The Pooling and Servicing Agreement provides that the obligations created
thereby will terminate upon the payment to the Owners of all Certificates of all
amounts held by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.


          
The Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates.


          
The Trustee shall give written notice of termination of the Pooling and
Servicing Agreement to each Owner in the manner set forth therein.


          
The Owners of the majority of the Percentage Interests represented by the
Offered Certificates have the right to exercise any trust or power set forth in
Section 6.11 of the Pooling and Servicing Agreement.


          
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees.


          
The Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate.


          
The Trustee is required to furnish certain information on each Distribution Date
to the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          
The Class AF-1 Certificates are issuable only as registered Certificates in
minimum denominations of $25,000 original Certificate Principal Balance and in
integral multiples of $1,000 in excess of $25,000. As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth,
Class AF-1 Certificates are exchangeable for new Class AF-1 Certificates of
authorized denominations evidencing the same aggregate principal
amount.


          
No service charge will be made for any such registration of transfer or
exchange, but the Registrar or Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.


          
The Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the
contrary.






          
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
on behalf of the Trust.


		BANK ONE, NATIONAL ASSOCIATION,

as Trustee



By:           
            





Title:           
            









          
Trustee Authentication


BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:           
            





Title:           
            







EXHIBIT A-2



FORM OF CLASS AF-2 CERTIFICATE


          
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A CLASS OF
"REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING COMPLIANCE WITH THE
REMIC PROVISIONS OF THE CODE.



CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS AF-2



(3.89% Certificate Rate)


Representing Certain Interests Relating to two Pools of Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.)


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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.


	No: AF-2-1	152314 EG1

CUSIP





		
$40,000,000

Original Class AF-2

Certificate

Principal Balance		
January 24, 2002

Date	February 25, 2020

Final Scheduled

Distribution Date







CEDE & CO.

Registered Owner


          
The registered Owner named above is the registered beneficial Owner of a
fractional interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the
Seller and the Conduit Sellers are causing to be delivered to the Depositor and
the Depositor is causing to be delivered to the Trustee, together with the
related Home Equity Loan documents and the Depositor's interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate").


          
The Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class AF-2 Certificates over the period from the date
of initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class AF-2 Certificates. Therefore, the actual outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date), be less than the original Certificate Principal
Balance of the Class AF-2 Certificates set forth above.


          
Upon receiving the final distribution hereon, the Owner hereof is required to
send this Certificate to the Trustee. The Pooling and Servicing Agreement
provides that, in any event, upon the making of the final distribution due on
this Certificate, this Certificate shall be deemed canceled for all purposes
under the Pooling and Servicing Agreement.


          
 NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.


          
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY.


          
This Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class AF-2 (the "Class AF-2 Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-3 (the "Class AF-3 Certificates"),
Class AF-4 (the "Class AF-4 Certificates"), Class AF-5 (the "Class AF-5
Certificates"), Class AF-6 (the "Class AF-6 Certificates"), Class MF-1 (the
"Class MF-1 Certificates"), Class MF-2 (the "Class MF-2 Certificates"), Class BF
(the Class BF Certificates"), Class AV (the "Class AV Certificates"), Class MV-1
(the "Class MV-1 Certificates"), Class MV-2 (the "Class MV-2 Certificates"),
Class BV (the Class BV Certificates"), Class X-IO (the "Class X-IO
Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates, the Class AV Certificates,
the Class MV-1 Certificates, the Class MV-2 Certificates and the Class BV
Certificates shall be together referred to as the "Offered Certificates" and the
Offered Certificates, the Class X-IO Certificates and the Class R Certificates
are together referred to herein as the "Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement.


          
On the 25th day of each month, or, if such day is not a Business Day, then the
next succeeding Business Day (each such day being a "Distribution Date")
commencing February 25, 2002, the Owners of the Class AF-2 Certificates as of
the close of business on the last Business Day of the calendar month immediately
preceding the calendar month in which a Distribution Date occurs (the "Record
Date") will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates, on such Distribution Date. Distributions will be
made in immediately available funds to Owners of Certificates having an
aggregate original Certificate Principal Balance of at least $1,000,000 (by wire
transfer or otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register.


          
Each Owner of record of a Class AF-2 Certificate will be entitled to receive
such Owner's Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AF-2 Certificates. The Percentage Interest of each Class
AF-2 Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class
AF-2 Certificate on the Startup Day by the aggregate Certificate Principal
Balance of the Class AF-2 Certificates on the Startup Day.


          
The Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.


          
The Home Equity Loans will be serviced by the Servicer pursuant to the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Home Equity Loans. No appointment of any Sub-Servicer shall release
the Servicer from any of its obligations under the Pooling and Servicing
Agreement.


          
This Certificate does not represent a deposit or other obligation of, or an
interest in, nor are the underlying Home Equity Loans insured or guaranteed by,
CHEC Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company,
LLC or any of their Affiliates. This Certificate is limited in right of payment
to certain collections and recoveries relating to the Home Equity Loans and
amounts on deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and Servicing Agreement),
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.


          
No Owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement, or for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.


          
The Pooling and Servicing Agreement provides that the obligations created
thereby will terminate upon the payment to the Owners of all Certificates of all
amounts held by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.


          
The Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates.


          
The Trustee shall give written notice of termination of the Pooling and
Servicing Agreement to each Owner in the manner set forth therein.


          
The Owners of the majority of the Percentage Interests represented by the
Offered Certificates have the right to exercise any trust or power set forth in
Section 6.11 of the Pooling and Servicing Agreement.


          
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees.


          
The Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate.


          
The Trustee is required to furnish certain information on each Distribution Date
to the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          
The Class AF-2 Certificates are issuable only as registered Certificates in
minimum denominations of $25,000 original Certificate Principal Balance and in
integral multiples of $1,000 in excess of $25,000. As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth,
Class AF-2 Certificates are exchangeable for new Class AF-2 Certificates of
authorized denominations evidencing the same aggregate principal
amount.


          
No service charge will be made for any such registration of transfer or
exchange, but the Registrar or Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.


          
The Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the
contrary.







          
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
on behalf of the Trust.



		
BANK ONE, NATIONAL ASSOCIATION,

as Trustee



By:            
             
            



Title:            
             
            








          
Trustee Authentication


BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:            
             
            



Title:            
             
            






EXHIBIT A-3



FORM OF CLASS AF-3 CERTIFICATE


SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS AF-3



(4.64% Certificate Rate)


Representing Certain Interests Relating to two Pools of Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.)


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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.


	No: AF-3-1 	152314 EH9

CUSIP





		
$36,000,000

Original Class AF-3

Certificate

Principal Balance		
January 24, 2002

Date	
August 25, 2026

Final Scheduled

Distribution Date









CEDE & CO.

Registered Owner


          
The registered Owner named above is the registered beneficial Owner of a
fractional interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the
Seller and the Conduit Sellers are causing to be delivered to the Depositor and
the Depositor is causing to be delivered to the Trustee, together with the
related Home Equity Loan documents and the Depositor's interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate").


          
The Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class AF-3 Certificates over the period from the date
of initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class AF-3 Certificates. Therefore, the actual outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date), be less than the original Certificate Principal
Balance of the Class AF-3 Certificates set forth above.


          
Upon receiving the final distribution hereon, the Owner hereof is required to
send this Certificate to the Trustee. The Pooling and Servicing Agreement
provides that, in any event, upon the making of the final distribution due on
this Certificate, this Certificate shall be deemed canceled for all purposes
under the Pooling and Servicing Agreement.


          
 NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.


          
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY.


          
This Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class AF-3 (the "Class AF-3 Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-2 (the "Class AF-2 Certificates"),
Class AF-4 (the "Class AF-4 Certificates"), Class AF-5 (the "Class AF-5
Certificates"), Class AF-6 (the "Class AF-6 Certificates"), Class MF-1 (the
"Class MF-1 Certificates"), Class MF-2 (the "Class MF-2 Certificates"), Class BF
(the Class BF Certificates"), Class AV (the "Class AV Certificates"), Class MV-1
(the "Class MV-1 Certificates"), Class MV-2 (the "Class MV-2 Certificates"),
Class BV (the Class BV Certificates"), Class X-IO (the "Class X-IO
Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates, the Class AV Certificates,
the Class MV-1 Certificates, the Class MV-2 Certificates and the Class BV
Certificates shall be together referred to as the "Offered Certificates" and the
Offered Certificates, the Class X-IO Certificates and the Class R Certificates
are together referred to herein as the "Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement.


          
On the 25th day of each month, or, if such day is not a Business Day, then the
next succeeding Business Day (each such day being a "Distribution Date")
commencing February 25, 2002, the Owners of the Class AF-3 Certificates as of
the close of business on the last Business Day of the calendar month immediately
preceding the calendar month in which a Distribution Date occurs (the "Record
Date") will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates on such Distribution Date. Distributions will be
made in immediately available funds to Owners of Certificates having an
aggregate original Certificate Principal Balance of at least $1,000,000 (by wire
transfer or otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register.


          
Each Owner of record of a Class AF-3 Certificate will be entitled to receive
such Owner's Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AF-3 Certificates. The Percentage Interest of each Class
AF-3 Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class
AF-3 Certificate on the Startup Day by the aggregate Certificate Principal
Balance of the Class AF-3 Certificates on the Startup Day.


          
The Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.


          
The Home Equity Loans will be serviced by the Servicer pursuant to the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Home Equity Loans. No appointment of any Sub-Servicer shall release
the Servicer from any of its obligations under the Pooling and Servicing
Agreement.


          
This Certificate does not represent a deposit or other obligation of, or an
interest in, nor are the underlying Home Equity Loans insured or guaranteed by,
CHEC Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company,
LLC or any of their Affiliates. This Certificate is limited in right of payment
to certain collections and recoveries relating to the Home Equity Loans and
amounts on deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and Servicing Agreement),
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.


          
No Owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement, or for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.


          
The Pooling and Servicing Agreement provides that the obligations created
thereby will terminate upon the payment to the Owners of all Certificates of all
amounts held by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.


          
The Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates.


          
The Trustee shall give written notice of termination of the Pooling and
Servicing Agreement to each Owner in the manner set forth therein.


          
The Owners of the majority of the Percentage Interests represented by the
Offered Certificates have the right to exercise any trust or power set forth in
Section 6.11 of the Pooling and Servicing Agreement.


          
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees.


          
The Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate.


          
The Trustee is required to furnish certain information on each Distribution Date
to the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          
The Class AF-3 Certificates are issuable only as registered Certificates in
minimum denominations of $25,000 original Certificate Principal Balance and in
integral multiples of $1,000 in excess of $25,000. As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth,
Class AF-3 Certificates are exchangeable for new Class AF-3 Certificates of
authorized denominations evidencing the same aggregate principal
amount.


          
No service charge will be made for any such registration of transfer or
exchange, but the Registrar or Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.


          
The Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the
contrary.




          
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
on behalf of the Trust.


		
BANK ONE, NATIONAL ASSOCIATION,

as Trustee



By:            
             
        





Title:            
             
        









          
         Trustee Authentication


BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:            
             
        





Title:            
             
        






EXHIBIT A-4



FORM OF CLASS AF-4 CERTIFICATE


SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS AF-4



(5.56% Certificate Rate)


Representing Certain Interests Relating to two Pools of Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.)


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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.


	No: AF-4-1	152314 EJ5

CUSIP





		
$40,500,000

Original Class AF-4

Certificate

Principal Balance		
January 24, 2002

Date	
August 25, 2030

Final Scheduled

Distribution Date





CEDE & CO.

Registered Owner


          
The registered Owner named above is the registered beneficial Owner of a
fractional interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the
Seller and the Conduit Sellers are causing to be delivered to the Depositor and
the Depositor is causing to be delivered to the Trustee, together with the
related Home Equity Loan documents and the Depositor's interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate").


          
The Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class AF-4 Certificates over the period from the date
of initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class AF-4 Certificates. Therefore, the actual Outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date) be less than the original Certificate Principal Balance
of the Class AF-4 Certificates set forth above.


          
Upon receiving the final distribution hereon, the Owner hereof is required to
send this Certificate to the Trustee. The Pooling and Servicing Agreement
provides that, in any event, upon the making of the final distribution due on
this Certificate, this Certificate shall be deemed canceled for all purposes
under the Pooling and Servicing Agreement.


          
NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.


          
 THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY.


          
This Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class AF-4 (the "Class AF-4 Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-2 (the "Class AF-2 Certificates"),
Class AF-3 (the "Class AF-3 Certificates"), Class AF-5 (the "Class AF-5
Certificates"), Class AF-6 (the "Class AF-6 Certificates"), Class MF-1 (the
"Class MF-1 Certificates"), Class MF-2 (the "Class MF-2 Certificates"), Class BF
(the Class BF Certificates"), Class AV (the "Class AV Certificates"), Class MV-1
(the "Class MV-1 Certificates"), Class MV-2 (the "Class MV-2 Certificates"),
Class BV (the Class BV Certificates"), Class X-IO (the "Class X-IO
Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates, the Class AV Certificates,
the Class MV-1 Certificates, the Class MV-2 Certificates and the Class BV
Certificates shall be together referred to as the "Offered Certificates" and the
Offered Certificates, the Class X-IO Certificates and the Class R Certificates
are together referred to herein as the "Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement.


          
On the 25th day of each month, or, if such day is not a Business Day, then the
next succeeding Business Day (each such day being a "Distribution Date")
commencing February 25, 2002, the Owners of the Class AF-4 Certificates as of
the close of business on the last Business Day of the calendar month immediately
preceding the calendar month in which a Distribution Date occurs (the "Record
Date") will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates on such Distribution Date. Distributions will be
made in immediately available funds to Owners of Certificates having an
aggregate original Certificate Principal Balance of at least $1,000,000 (by wire
transfer or otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register.


          
Each Owner of record of a Class AF-4 Certificate will be entitled to receive
such Owner's Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AF-4 Certificates. The Percentage Interest of each Class
AF-4 Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class
AF-4 Certificate on the Startup Day by the aggregate Certificate Principal
Balance of the Class AF-4 Certificates on the Startup Day.


          
The Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.


          
The Home Equity Loans will be serviced by the Servicer pursuant to the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Home Equity Loans. No appointment of any Sub-Servicer shall release
the Servicer from any of its obligations under the Pooling and Servicing
Agreement.


          
This Certificate does not represent a deposit or other obligation of, or an
interest in, nor are the underlying Home Equity Loans insured or guaranteed by,
CHEC Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company,
LLC or any of their Affiliates. This Certificate is limited in right of payment
to certain collections and recoveries relating to the Home Equity Loans and
amounts on deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and Servicing Agreement),
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.


          
No Owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement, or for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.


          
The Pooling and Servicing Agreement provides that the obligations created
thereby will terminate upon the payment to the Owners of all Certificates of all
amounts held by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.


          
The Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates.


          
The Trustee shall give written notice of termination of the Pooling and
Servicing Agreement to each Owner in the manner set forth therein.


          
The Owners of the majority of the Percentage Interests represented by the
Offered Certificates have the right to exercise any trust or power set forth in
Section 6.11 of the Pooling and Servicing Agreement.


          
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees.


          
The Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate.


          
The Trustee is required to furnish certain information on each Distribution Date
to the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          
The Class AF-4 Certificates are issuable only as registered Certificates in
minimum denominations of $25,000 original Certificate Principal Balance and in
integral multiples of $1,000 in excess of $25,000. As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth,
Class AF-4 Certificates are exchangeable for new Class AF-4 Certificates of
authorized denominations evidencing the same aggregate principal
amount.


          
No service charge will be made for any such registration of transfer or
exchange, but the Registrar or Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.


          
The Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the
contrary.




          
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
on behalf of the Trust.


		
BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:             
              
              





Title:             
              
              










          
Trustee Authentication


BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:             
              
              





Title:             
              
              







EXHIBIT A-5



FORM OF CLASS AF-5 CERTIFICATE



SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A CLASS OF
"REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING COMPLIANCE WITH THE
REMIC PROVISIONS OF THE CODE.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS AF-5



(5.98% Certificate Rate)


Representing Certain Interests Relating to two Pools of Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.)


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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.


	No: AF-5-1	
152314 EK2

CUSIP






		
$9,040,000

Original Class AF-5

Certificate

Principal Balance		
January 24, 2002

Date	
January 25, 2032

Final Scheduled

Distribution Date







CEDE & CO.

Registered Owner


          
The registered Owner named above is the registered beneficial Owner of a
fractional interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the
Seller and the Conduit Sellers are causing to be delivered to the Depositor and
the Depositor is causing to be delivered to the Trustee, together with the
related Home Equity Loan documents and the Depositor's interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate").


          
The Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class AF-5 Certificates over the period from the date
of initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class AF-5 Certificates. Therefore, the actual outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date), be less than the original Certificate Principal
Balance of the Class AF-5 Certificates set forth above.


          
Upon receiving the final distribution hereon, the Owner hereof is required to
send this Certificate to the Trustee. The Pooling and Servicing Agreement
provides that, in any event, upon the making of the final distribution due on
this Certificate, this Certificate shall be deemed canceled for all purposes
under the Pooling and Servicing Agreement.


          
NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.


          
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY.


          
This Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class AF-5 (the "Class AF-5 Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-2 (the "Class AF-2 Certificates"),
Class AF-3 (the "Class AF-3 Certificates"), Class AF-4 (the "Class AF-4
Certificates"), Class AF-6 (the "Class AF-6 Certificates"), Class MF-1 (the
"Class MF-1 Certificates"), Class MF-2 (the "Class MF-2 Certificates"), Class BF
(the Class BF Certificates"), Class AV (the "Class AV Certificates"), Class MV-1
(the "Class MV-1 Certificates"), Class MV-2 (the "Class MV-2 Certificates"),
Class BV (the Class BV Certificates"), Class X-IO (the "Class X-IO
Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates, the Class AV Certificates,
the Class MV-1 Certificates, the Class MV-2 Certificates and the Class BV
Certificates shall be together referred to as the "Offered Certificates" and the
Offered Certificates, the Class X-IO Certificates and the Class R Certificates
are together referred to herein as the "Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement.


          
On the 25th day of each month, or, if such day is not a Business Day, then the
next succeeding Business Day (each such day being a "Distribution Date")
commencing February 25, 2002, the Owners of the Class AF-5 Certificates as of
the close of business on the last Business Day of the calendar month immediately
preceding the calendar month in which a Distribution Date occurs (the "Record
Date") will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates on such Distribution Date. Distributions will be
made in immediately available funds to Owners of Certificates having an
aggregate original Certificate Principal Balance of at least $1,000,000 (by wire
transfer or otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register.


          
Each Owner of record of a Class AF-5 Certificate will be entitled to receive
such Owner's Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AF-5 Certificates. The Percentage Interest of each Class
AF-5 Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class
AF-5 Certificate on the Startup Day by the aggregate Certificate Principal
Balance of the Class AF-5 Certificates on the Startup Day.


          
The Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.


          
The Home Equity Loans will be serviced by the Servicer pursuant to the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Home Equity Loans. No appointment of any Sub-Servicer shall release
the Servicer from any of its obligations under the Pooling and Servicing
Agreement.


          
This Certificate does not represent a deposit or other obligation of, or an
interest in, nor are the underlying Home Equity Loans insured or guaranteed by,
CHEC Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company,
LLC or any of their Affiliates. This Certificate is limited in right of payment
to certain collections and recoveries relating to the Home Equity Loans and
amounts on deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and Servicing Agreement),
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.


          
No Owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement, or for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.


          
The Pooling and Servicing Agreement provides that the obligations created
thereby will terminate upon the payment to the Owners of all Certificates of all
amounts held by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.


          
The Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates.


          
The Trustee shall give written notice of termination of the Pooling and
Servicing Agreement to each Owner in the manner set forth therein.


          
The Owners of the majority of the Percentage Interests represented by the
Offered Certificates have the right to exercise any trust or power set forth in
Section 6.11 of the Pooling and Servicing Agreement.


          
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees.


          
The Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate.


          
The Trustee is required to furnish certain information on each Distribution Date
to the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          
The Class AF-5 Certificates are issuable only as registered Certificates in
minimum denominations of $25,000 original Certificate Principal Balance and in
integral multiples of $1,000 in excess of $25,000. As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth,
Class AF-5 Certificates are exchangeable for new Class AF-5 Certificates of
authorized denominations evidencing the same aggregate principal
amount.


          
No service charge will be made for any such registration of transfer or
exchange, but the Registrar or Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.


          
The Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the
contrary.




          
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
on behalf of the Trust.


		
BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:             
              
              





Title:             
              
              










          
Trustee Authentication


BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:             
              
              





Title:             
              
              







EXHIBIT A-6



FORM OF CLASS AF-6 CERTIFICATE



SOLELY FOR FEDERAL  INCOME TAX  PURPOSES,  THIS  CERTIFICATE  REPRESENTS A CLASS OF "REGULAR  INTERESTS" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), ASSUMING COMPLIANCE WITH THE REMIC PROVISIONS OF THE
CODE.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS AF-6



(5.54% Certificate Rate)


Representing Certain Interests Relating to two Pools of Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.)


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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.


	No: AF-6-1	
152314 EL0

CUSIP





		
$22,800,000

Original Class AF-6

Certificate

Principal Balance		
January 24, 2002

Date	
January 25, 2032

Final Scheduled

Distribution Date









CEDE & CO.

Registered Owner


          
The registered Owner named above is the registered beneficial Owner of a
fractional interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the
Seller and the Conduit Sellers are causing to be delivered to the Depositor and
the Depositor is causing to be delivered to the Trustee, together with the
related Home Equity Loan documents and the Depositor's interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate").


          
The Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class AF-6 Certificates over the period from the date
of initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class AF-6 Certificates. Therefore, the actual outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date),be less than the original Certificate Principal Balance
of the Class AF-6 Certificates set forth above.


          
Upon receiving the final distribution hereon, the Owner hereof is required to
send this Certificate to the Trustee. The Pooling and Servicing Agreement
provides that, in any event, upon the making of the final distribution due on
this Certificate, this Certificate shall be deemed canceled for all purposes
under the Pooling and Servicing Agreement.


          
NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.


          
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY.


          
This Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class AF-6 (the "Class AF-6 Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-2 (the "Class AF-2 Certificates"),
Class AF-3 (the "Class AF-3 Certificates"), Class AF-4 (the "Class AF-4
Certificates"), Class AF-5 (the "Class AF-5 Certificates"), Class MF-1 (the
"Class MF-1 Certificates"), Class MF-2 (the "Class MF-2 Certificates"), Class BF
(the Class BF Certificates"), Class AV (the "Class AV Certificates"), Class MV-1
(the "Class MV-1 Certificates"), Class MV-2 (the "Class MV-2 Certificates"),
Class BV (the Class BV Certificates"), Class X-IO (the "Class X-IO
Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates, the Class AV Certificates,
the Class MV-1 Certificates, the Class MV-2 Certificates and the Class BV
Certificates shall be together referred to as the "Offered Certificates" and the
Offered Certificates, the Class X-IO Certificates and the Class R Certificates
are together referred to herein as the "Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement.


          
On the 25th day of each month, or, if such day is not a Business Day, then the
next succeeding Business Day (each such day being a "Distribution Date")
commencing February 25, 2002, the Owners of the Class AF-6 Certificates as of
the close of business on the last Business Day of the calendar month immediately
preceding the calendar month in which a Distribution Date occurs (the "Record
Date") will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates on such Distribution Date. Distributions will be
made in immediately available funds to Owners of Certificates having an
aggregate original Certificate Principal Balance of at least $1,000,000 (by wire
transfer or otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register.


          
Each Owner of record of a Class AF-6 Certificate will be entitled to receive
such Owner's Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AF-6 Certificates. The Percentage Interest of each Class
AF-6 Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class
AF-6 Certificate on the Startup Day by the aggregate Certificate Principal
Balance of the Class AF-6 Certificates on the Startup Day.


          
The Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.


          
The Home Equity Loans will be serviced by the Servicer pursuant to the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Home Equity Loans. No appointment of any Sub-Servicer shall release
the Servicer from any of its obligations under the Pooling and Servicing
Agreement.


          
This Certificate does not represent a deposit or other obligation of, or an
interest in, nor are the underlying Home Equity Loans insured or guaranteed by,
CHEC Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company,
LLC or any of their Affiliates. This Certificate is limited in right of payment
to certain collections and recoveries relating to the Home Equity Loans and
amounts on deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and Servicing Agreement),
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.


          
No Owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement, or for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.


          
The Pooling and Servicing Agreement provides that the obligations created
thereby will terminate upon the payment to the Owners of all Certificates of all
amounts held by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.


          
The Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates.


          
The Trustee shall give written notice of termination of the Pooling and
Servicing Agreement to each Owner in the manner set forth therein.


          
The Owners of the majority of the Percentage Interests represented by the
Offered Certificates have the right to exercise any trust or power set forth in
Section 6.11 of the Pooling and Servicing Agreement.


          
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees.


          
The Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate.


          
The Trustee is required to furnish certain information on each Distribution Date
to the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          
The Class AF-6 Certificates are issuable only as registered Certificates in
minimum denominations of $25,000 original Certificate Principal Balance and in
integral multiples of $1,000 in excess of $25,000. As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth,
Class AF-6 Certificates are exchangeable for new Class AF-6 Certificates of
authorized denominations evidencing the same aggregate principal
amount.


          
No service charge will be made for any such registration of transfer or
exchange, but the Registrar or Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.


          
The Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the
contrary.






          
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
on behalf of the Trust. 



		
BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:             
              
              





Title:             
              
              










          
Trustee Authentication


BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:             
              
              





Title:             
              
              






EXHIBIT A-7



FORM OF CLASS AV CERTIFICATE


SOLELY FOR FEDERAL  INCOME TAX  PURPOSES,  THIS  CERTIFICATE  REPRESENTS A CLASS OF "REGULAR  INTERESTS" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), ASSUMING COMPLIANCE WITH THE REMIC PROVISIONS OF THE
CODE.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS AV

(Variable Certificate Rate)



(subject to the Group II Net WAC Cap)


Representing Certain Interests Relating to two Pools of Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.)


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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.


	No: AV-1	152314 EQ9

CUSIP





		
$204,103,000

Original Class AV

Certificate

Principal Balance		
January 24, 2002

Date	
January 25, 2032

Final Scheduled

Distribution Date








CEDE & CO.

Registered Owner


          
The registered Owner named above is the registered beneficial Owner of a
fractional interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the
Seller and the Conduit Sellers are causing to be delivered to the Depositor and
the Depositor is causing to be delivered to the Trustee, together with the
related Home Equity Loan documents and the Depositor's interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate").


          
The Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class AV Certificates over the period from the date of
initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class AV Certificates. Therefore, the actual outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date), be less than the original Certificate Principal
Balance of the Class AV Certificates set forth above.


          
Upon receiving the final distribution hereon, the Owner hereof is required to
send this Certificate to the Trustee. The Pooling and Servicing Agreement
provides that, in any event, upon the making of the final distribution due on
this Certificate, this Certificate shall be deemed canceled for all purposes
under the Pooling and Servicing Agreement.


          
NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.


          
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY.


          
This Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class AV (the "Class AV Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-2 (the "Class AF-2 Certificates"),
Class AF-3 (the "Class AF-3 Certificates"), Class AF-4 (the "Class AF-4
Certificates"), Class AF-5 (the "Class AF-5 Certificates"), Class AF-6 (the
"Class AF-6 Certificates"), Class MF-1 (the "Class MF-1 Certificates"), Class
MF-2 (the "Class MF-2 Certificates"), Class BF (the Class BF Certificates"),
Class MV-1 (the "Class MV-1 Certificates"), Class MV-2 (the "Class MV-2
Certificates"), Class BV (the Class BV Certificates"), Class X-IO (the "Class
X-IO Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates, the Class AV Certificates,
the Class MV-1 Certificates, the Class MV-2 Certificates and the Class BV
Certificates shall be together referred to as the "Offered Certificates" and the
Offered Certificates, the Class X-IO Certificates and the Class R Certificates
are together referred to herein as the "Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement.


          
On the 25th day of each month, or, if such day is not a Business Day, then the
next succeeding Business Day (each such day being a "Distribution Date")
commencing February 25, 2002, the Owners of the Class AV Certificates as of the
close of business on the last Business Day immediately preceding a Distribution
Date, or if Definitive Certificates have been issued, as of the close of
business on the last Business Day of the calendar month immediately preceding
the calendar month in which a Distribution Date occurs (the "Record Date") will
be entitled to receive the Class Principal Distribution Amount relating to such
Certificates on such Distribution Date. Distributions will be made in
immediately available funds to Owners of Certificates having an aggregate
original Certificate Principal Balance of at least $1,000,000 (by wire transfer
or otherwise) to the account of an Owner at a domestic bank or other entity
having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register.


          
Each Owner of record of a Class AV Certificate will be entitled to receive such
Owner's Percentage Interest in the amounts due on such Distribution Date to the
Owners of the Class AV Certificates. The Percentage Interest of each Class AV
Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class AV
Certificate on the Startup Day by the aggregate Certificate Principal Balance of
the Class AV Certificates on the Startup Day.


          
The Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.


          
The Home Equity Loans will be serviced by the Servicer pursuant to the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Home Equity Loans. No appointment of any Sub-Servicer shall release
the Servicer from any of its obligations under the Pooling and Servicing
Agreement.


          
This Certificate does not represent a deposit or other obligation of, or an
interest in, nor are the underlying Home Equity Loans insured or guaranteed by,
CHEC Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company,
LLC or any of their Affiliates. This Certificate is limited in right of payment
to certain collections and recoveries relating to the Home Equity Loans and
amounts on deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and Servicing Agreement),
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.


          
No Owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement, or for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.


          
The Pooling and Servicing Agreement provides that the obligations created
thereby will terminate upon the payment to the Owners of all Certificates of all
amounts held by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.


          
The Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates.


          
The Trustee shall give written notice of termination of the Pooling and
Servicing Agreement to each Owner in the manner set forth therein.


          
The Owners of the majority of the Percentage Interests represented by the
Offered Certificates have the right to exercise any trust or power set forth in
Section 6.11 of the Pooling and Servicing Agreement.


          
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees.


          
The Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate.


          
The Trustee is required to furnish certain information on each Distribution Date
to the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          
The Class AV Certificates are issuable only as registered Certificates in
minimum denominations of $25,000 original Certificate Principal Balance and in
integral multiples of $1,000 in excess of $25,000. As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth,
Class AV Certificates are exchangeable for new Class AV Certificates of
authorized denominations evidencing the same aggregate principal
amount.


          
No service charge will be made for any such registration of transfer or
exchange, but the Registrar or Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.


          
The Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the
contrary.






          
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
on behalf of the Trust.



		
BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:             
              
              





Title:             
              
              











          
Trustee Authentication


BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:             
              
              





By:             
              
              







EXHIBIT A-8



FORM OF CLASS MF-1 CERTIFICATE



SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS MF-1



(6.14% Certificate Rate, subject to the Group I Net WAC Cap)


Representing Certain Interests Relating to two Pools of Home
Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.)


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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.


	No: MF-1-1 	
152314 EM8

CUSIP






		
$15,300,000

Original Class MF-1

Certificate

Principal Balance		
January 24, 2002

Date	
January 25, 2032

Final Scheduled

Distribution Date









CEDE & CO.

Registered Owner


          
The registered Owner named above is the registered beneficial Owner of a
fractional interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the
Seller and the Conduit Sellers are causing to be delivered to the Depositor and
the Depositor is causing to be delivered to the Trustee, together with the
related Home Equity Loan documents and the Depositor's interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate").


          
The Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class MF-1 Certificates over the period from the date
of initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class MF-1 Certificates. Therefore, the actual outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date), be less than the original Certificate Principal
Balance of the Class MF-1 Certificates set forth above.


          
Upon receiving the final distribution hereon, the Owner hereof is required to
send this Certificate to the Trustee. The Pooling and Servicing Agreement
provides that, in any event, upon the making of the final distribution due on
this Certificate, this Certificate shall be deemed canceled for all purposes
under the Pooling and Servicing Agreement.


          
NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.


          
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY.


          
This Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class MF-1 (the "Class MF-1 Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-2 (the "Class AF-2 Certificates"),
Class AF-3 (the "Class AF-3 Certificates"), Class AF-4 (the "Class AF-4
Certificates"), Class AF-5 (the "Class AF-5 Certificates"), Class AF-6 (the
"Class AF-6 Certificates"), Class MF-2 (the "Class MF-2 Certificates"), Class BF
(the Class BF Certificates"), Class AV (the "Class AV Certificates"), Class MV-1
(the "Class MV-1 Certificates"), Class MV-2 (the "Class MV-2 Certificates"),
Class BV (the Class BV Certificates"), Class X-IO (the "Class X-IO
Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates, the Class AV Certificates,
the Class MV-1 Certificates, the Class MV-2 Certificates and the Class BV
Certificates shall be together referred to as the "Offered Certificates" and the
Offered Certificates, the Class X-IO Certificates and the Class R Certificates
are together referred to herein as the "Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement.


          
On the 25th day of each month, or, if such day is not a Business Day, then the
next succeeding Business Day (each such day being a "Distribution Date")
commencing February 25, 2002, the Owners of the Class MF-1 Certificates as of
the close of business on the last Business Day of the calendar month immediately
preceding the calendar month in which a Distribution Date occurs (the "Record
Date") will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates on such Distribution Date. Distributions will be
made in immediately available funds to Owners of Certificates having an
aggregate original Certificate Principal Balance of at least $1,000,000 (by wire
transfer or otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register.


          
Each Owner of record of a Class MF-1 Certificate will be entitled to receive
such Owner's Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class MF-1 Certificates. The Percentage Interest of each Class
MF-1 Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class
MF-1 Certificate on the Startup Day by the aggregate Certificate Principal
Balance of the Class MF-1 Certificates on the Startup Day.


          
The Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.


          
The Home Equity Loans will be serviced by the Servicer pursuant to the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Home Equity Loans. No appointment of any Sub-Servicer shall release
the Servicer from any of its obligations under the Pooling and Servicing
Agreement.


          
This Certificate does not represent a deposit or other obligation of, or an
interest in, nor are the underlying Home Equity Loans insured or guaranteed by,
CHEC Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company,
LLC or any of their Affiliates. This Certificate is limited in right of payment
to certain collections and recoveries relating to the Home Equity Loans and
amounts on deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and Servicing Agreement),
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.


          
No Owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement, or for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.


          
The Pooling and Servicing Agreement provides that the obligations created
thereby will terminate upon the payment to the Owners of all Certificates of all
amounts held by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.


          
The Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates.


          
The Trustee shall give written notice of termination of the Pooling and
Servicing Agreement to each Owner in the manner set forth therein.


          
The Owners of the majority of the Percentage Interests represented by the
Offered Certificates have the right to exercise any trust or power set forth in
Section 6.11 of the Pooling and Servicing Agreement.


          
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees.


          
The Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate.


          
The Trustee is required to furnish certain information on each Distribution Date
to the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          
The Class MF-1 Certificates are issuable only as registered Certificates in
minimum denominations of $25,000 original Certificate Principal Balance and in
integral multiples of $1,000 in excess of $25,000. As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth,
Class MF-1 Certificates are exchangeable for new Class MF-1 Certificates of
authorized denominations evidencing the same aggregate principal
amount.


          
No service charge will be made for any such registration of transfer or
exchange, but the Registrar or Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.


          
The Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the
contrary.






          
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
on behalf of the Trust.





		
BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:             
              
              





Title:             
              
              








          
Trustee Authentication


BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:             
              
              





Title:             
              
              




EXHIBIT A-9



FORM OF CLASS MF-2 CERTIFICATE


SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS MF-2


(6.54% Certificate Rate, subject to the Group I Net WAC Cap)


Representing Certain Interests Relating to two Pools of Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.)


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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.


	No: MF-2-1	152314 EN6

     CUSIP





	 	$11,974,000

Original Class MF-2

Certificate

Principal Balance	 	January 24, 2002

Date	January 25, 2032

Final Scheduled

Distribution Date






CEDE & CO.

Registered Owner


          The
registered Owner named above is the registered beneficial Owner of a fractional
interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below)
which the Seller and the Conduit Sellers are causing to be delivered to the
Depositor and the Depositor is causing to be delivered to the Trustee, together
with the related Home Equity Loan documents and the Depositor's interest in any
Property, and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate").


          The
Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class MF-2 Certificates over the period from the date
of initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class MF-2 Certificates. Therefore, the actual outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date), be less than the original Certificate Principal
Balance of the Class MF-2 Certificates set forth above.


          Upon
receiving the final distribution hereon, the Owner hereof is required to send
this Certificate to the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due on this
Certificate, this Certificate shall be deemed canceled for all purposes under
the Pooling and Servicing Agreement.


          
NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.


          
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY.


          This
Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class MF-2 (the "Class MF-2 Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-2 (the "Class AF-2 Certificates"),
Class AF-3 (the "Class AF-3 Certificates"), Class AF-4 (the "Class AF-4
Certificates"), Class AF-5 (the "Class AF-5 Certificates"), Class AF-6 (the
"Class AF-6 Certificates"), Class MF-1 (the "Class MF-1 Certificates"), Class BF
(the Class BF Certificates"), Class AV (the "Class AV Certificates"), Class MV-1
(the "Class MV-1 Certificates"), Class MV-2 (the "Class MV-2 Certificates"),
Class BV (the Class BV Certificates"), Class X-IO (the "Class X-IO
Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates the Class AV Certificates,
Class MV-1 Certificates, Class MV-2 Certificates, and the Class BV Certificates
shall be together referred to as the "Offered Certificates" and the Offered
Certificates, the Class X-IO Certificates and the Class R Certificates are
together referred to herein as the "Certificates." Terms capitalized herein and
not otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement.


          On
the 25th day of each month, or, if such day is not a Business Day, then the next
succeeding Business Day (each such day being a "Distribution Date") commencing
February 25, 2002, the Owners of the Class MF-2 Certificates as of the close of
business on the last Business Day of the calendar month immediately preceding
the calendar month in which a Distribution Date occurs (the "Record Date") will
be entitled to receive the Class Principal Distribution Amount relating to such
Certificates on such Distribution Date. Distributions will be made in
immediately available funds to Owners of Certificates having an aggregate
original Certificate Principal Balance of at least $1,000,000 (by wire transfer
or otherwise) to the account of an Owner at a domestic bank or other entity
having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register.


          Each
Owner of record of a Class MF-2 Certificate will be entitled to receive such
Owner's Percentage Interest in the amounts due on such Distribution Date to the
Owners of the Class MF-2 Certificates. The Percentage Interest of each Class
MF-2 Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class
MF-2 Certificate on the Startup Day by the aggregate Certificate Principal
Balance of the Class MF-2 Certificates on the Startup Day.


          The
Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.


          The
Home Equity Loans will be serviced by the Servicer pursuant to the Pooling and
Servicing Agreement. The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions eligible for
appointment as Sub-Servicers for the servicing and administration of certain
Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer
from any of its obligations under the Pooling and Servicing
Agreement.


          This
Certificate does not represent a deposit or other obligation of, or an interest
in, nor are the underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company, LLC
or any of their Affiliates. This Certificate is limited in right of payment to
certain collections and recoveries relating to the Home Equity Loans and amounts
on deposit in the Certificate Account and the Principal and Interest Account
(except as otherwise provided in the Pooling and Servicing Agreement), as more
specifically set forth hereinabove and in the Pooling and Servicing
Agreement.


          No
Owner shall have any right to institute any proceeding, judicial or otherwise,
with respect to the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and Servicing
Agreement except in compliance with the terms thereof.


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.


          The
Pooling and Servicing Agreement provides that the obligations created thereby
will terminate upon the payment to the Owners of all Certificates of all amounts
held by the Trustee and required to be paid to such Owners pursuant to the
Pooling and Servicing Agreement.


          The
Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates.


          The
Trustee shall give written notice of termination of the Pooling and Servicing
Agreement to each Owner in the manner set forth therein.


          The
Owners of the majority of the Percentage Interests represented by the Offered
Certificates have the right to exercise any trust or power set forth in Section
6.11 of the Pooling and Servicing Agreement.


          As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees.


          The
Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate.


          The
Trustee is required to furnish certain information on each Distribution Date to
the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          The
Class MF-2 Certificates are issuable only as registered Certificates in minimum
denominations of $25,000 original Certificate Principal Balance and in integral
multiples of $1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, Class
MF-2 Certificates are exchangeable for new Class MF-2 Certificates of authorized
denominations evidencing the same aggregate principal amount.


          No
service charge will be made for any such registration of transfer or exchange,
but the Registrar or Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


          The
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the
contrary.



          IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on
behalf of the Trust.


	  	BANK ONE, NATIONAL ASSOCIATION,

as Trustee



By:           
          
          
          
          



Title:           
          
          
          
          






          Trustee Authentication



BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:           
          
          
          
          





Title:           
          
          
          
          


EXHIBIT A-10



FORM OF CLASS MV-1 CERTIFICATE


SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS MV-1


(Variable Certificate Rate, subject to the Group
II Net WAC Cap)


Representing Certain Interests Relating to two
Pools of Home Equity Loans Sold and Serviced by

CENTEX HOME EQUITY COMPANY, LLC


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.)


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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.


	No: MV-1-1	152314 ER7

     CUSIP





	 	$18,046,000

Original Class MV-1 Certificate

Principal Balance	 	January 24, 2002

Date	January 25, 2032

Final Scheduled

Distribution Date





CEDE & CO.

Registered Owner


          The
registered Owner named above is the registered beneficial Owner of a fractional
interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below)
which the Seller and the Conduit Sellers are causing to be delivered to the
Depositor and the Depositor is causing to be delivered to the Trustee, together
with the related Home Equity Loan documents and the Depositor's interest in any
Property, and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate"). 


          The
Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class MV-1 Certificates over the period from the date
of initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class MV-1 Certificates. Therefore, the actual outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date), be less than the original Certificate Principal
Balance of the Class MV-1 Certificates set forth above. 


          Upon
receiving the final distribution hereon, the Owner hereof is required to send
this Certificate to the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due on this
Certificate, this Certificate shall be deemed canceled for all purposes under
the Pooling and Servicing Agreement. 


          
NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY. 


          
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY. 


          This
Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class MV-1 (the "Class MV-1 Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-2 (the "Class AF-2 Certificates"),
Class AF-3 (the "Class AF-3 Certificates"), Class AF-4 (the "Class AF-4
Certificates"), Class AF-5 (the "Class AF-5 Certificates"), Class AF-6 (the
"Class AF-6 Certificates"), Class MF-1 (the "Class MF-1 Certificates"), Class
MF-2 (the "Class MF-2 Certificates"), Class BF (the Class BF Certificates"),
Class AV (the "Class AV Certificates"), Class MV-2 (the "Class MV-2
Certificates"), Class BV (the Class BV Certificates"), Class X-IO (the "Class
X-IO Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates, the Class AV Certificates,
the Class MV-1 Certificates, the Class MV-2 Certificates, and the Class BV
Certificates shall be together referred to as the "Offered Certificates" and the
Offered Certificates, the Class X-IO Certificates and the Class R Certificates
are together referred to herein as the "Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement. 


          On
the 25th day of each month, or, if such day is not a Business Day, then the next
succeeding Business Day (each such day being a "Distribution Date") commencing
February 25, 2002, the Owners of the Class MV-1 Certificates as of the close of
business on the last Business Day of the calendar month immediately preceding
the calendar month in which a Distribution Date occurs (the "Record Date") will
be entitled to receive the Class Principal Distribution Amount relating to such
Certificates on such Distribution Date. Distributions will be made in
immediately available funds to Owners of Certificates having an aggregate
original Certificate Principal Balance of at least $1,000,000 (by wire transfer
or otherwise) to the account of an Owner at a domestic bank or other entity
having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register. 


          Each
Owner of record of a Class MV-1 Certificate will be entitled to receive such
Owner's Percentage Interest in the amounts due on such Distribution Date to the
Owners of the Class MV-1 Certificates. The Percentage Interest of each Class
MV-1 Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class
MV-1 Certificate on the Startup Day by the aggregate Certificate Principal
Balance of the Class MV-1 Certificates on the Startup Day. 


          The
Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement. 


          The
Home Equity Loans will be serviced by the Servicer pursuant to the Pooling and
Servicing Agreement. The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions eligible for
appointment as Sub-Servicers for the servicing and administration of certain
Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer
from any of its obligations under the Pooling and Servicing Agreement.


          This
Certificate does not represent a deposit or other obligation of, or an interest
in, nor are the underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company, LLC
or any of their Affiliates. This Certificate is limited in right of payment to
certain collections and recoveries relating to the Home Equity Loans and amounts
on deposit in the Certificate Account and the Principal and Interest Account
(except as otherwise provided in the Pooling and Servicing Agreement), as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement.


          No
Owner shall have any right to institute any proceeding, judicial or otherwise,
with respect to the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and Servicing
Agreement except in compliance with the terms thereof. 


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner. 


          The
Pooling and Servicing Agreement provides that the obligations created thereby
will terminate upon the payment to the Owners of all Certificates of all amounts
held by the Trustee and required to be paid to such Owners pursuant to the
Pooling and Servicing Agreement. 


          The
Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates. 


          The
Trustee shall give written notice of termination of the Pooling and Servicing
Agreement to each Owner in the manner set forth therein.


          The
Owners of the majority of the Percentage Interests represented by the Offered
Certificates have the right to exercise any trust or power set forth in Section
6.11 of the Pooling and Servicing Agreement. 


          As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees. 


          The
Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate. 


          The
Trustee is required to furnish certain information on each Distribution Date to
the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          The
Class MV-1 Certificates are issuable only as registered Certificates in minimum
denominations of $25,000 original Certificate Principal Balance and in integral
multiples of $1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, Class
MV-1 Certificates are exchangeable for new Class MV-1 Certificates of authorized
denominations evidencing the same aggregate principal amount. 


          No
service charge will be made for any such registration of transfer or exchange,
but the Registrar or Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.



          The
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the contrary.




          IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on
behalf of the Trust. 


	  	BANK ONE, NATIONAL ASSOCIATION,

as Trustee



By:           
          
          
          
          





Title:           
          
          
          
          






          Trustee Authentication



BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:           
          
          
          
          





Title:           
          
          
          
          




EXHIBIT A-9



FORM OF CLASS MV-2 CERTIFICATE


SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS MV-2



(Variable Certificate Rate, subject to the Group II Net WAC Cap)


Representing Certain Interests Relating to two Pools of Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          (This
Certificate does not represent an interest in, or an obligation of, nor are the
underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC (the
"Depositor"), CHEC Conduit Funding, LLC (the "Conduit
Seller"), Harwood Street Funding II, LLC (the "Conduit Seller
II") or Centex Home Equity Company, LLC, a Delaware limited liability
company, formerly Centex Credit Corporation, a Nevada corporation (the
"Seller" or the "Servicer"). This Certificate represents a
fractional ownership interest in the Group I and Group II Home Equity Loans and
certain other property held by the Trust.) 


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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. 


	No: MV-2-1	152314 ES5

     CUSIP





	 	$10,578,000

Original Class MV-2

Certificate

Principal Balance	 	January 24, 2002

Date	January 25, 2032

Final Scheduled

Distribution Date






CEDE & CO.

Registered Owner


          The
registered Owner named above is the registered beneficial Owner of a fractional
interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below)
which the Seller and the Conduit Sellers are causing to be delivered to the
Depositor and the Depositor is causing to be delivered to the Trustee, together
with the related Home Equity Loan documents and the Depositor's interest in any
Property, and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate"). 


          The
Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class MV-2 Certificates over the period from the date
of initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class MV-2 Certificates. Therefore, the actual outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date), be less than the original Certificate Principal
Balance of the Class MV-2 Certificates set forth above. 


          Upon
receiving the final distribution hereon, the Owner hereof is required to send
this Certificate to the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due on this
Certificate, this Certificate shall be deemed canceled for all purposes under
the Pooling and Servicing Agreement. 


          
NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY. 


          
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY. 


          This
Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class MV-2 (the "Class MV-2 Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-2 (the "Class AF-2 Certificates"),
Class AF-3 (the "Class AF-3 Certificates"), Class AF-4 (the "Class AF-4
Certificates"), Class AF-5 (the "Class AF-5 Certificates"), Class AF-6 (the
"Class AF-6 Certificates"), Class MF-1 (the "Class MF-1 Certificates"), Class
MF-2 (the "Class MF-2 Certificates"), Class BF (the Class BF Certificates"),
Class AV (the "Class AV Certificates"), Class MV-1 (the "Class MV-1
Certificates"), Class BV (the Class BV Certificates"), Class X-IO (the "Class
X-IO Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates, the Class AV Certificates,
the Class MV-1 Certificates, the Class MV-2 Certificates and the Class BV
Certificates shall be together referred to as the "Offered Certificates" and the
Offered Certificates, the Class X-IO Certificates and the Class R Certificates
are together referred to herein as the "Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement. 


          On
the 25th day of each month, or, if such day is not a Business Day, then the next
succeeding Business Day (each such day being a "Distribution Date") commencing
February 25, 2002, the Owners of the Class MV-2 Certificates as of the close of
business on the last Business Day of the calendar month immediately preceding
the calendar month in which a Distribution Date occurs (the "Record Date") will
be entitled to receive the Class Principal Distribution Amount relating to such
Certificates on such Distribution Date. Distributions will be made in
immediately available funds to Owners of Certificates having an aggregate
original Certificate Principal Balance of at least $1,000,000 (by wire transfer
or otherwise) to the account of an Owner at a domestic bank or other entity
having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register. 


          Each
Owner of record of a Class MV-2 Certificate will be entitled to receive such
Owner's Percentage Interest in the amounts due on such Distribution Date to the
Owners of the Class MV-2 Certificates. The Percentage Interest of each Class
MV-2 Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class
MV-2 Certificate on the Startup Day by the aggregate Certificate Principal
Balance of the Class MV-2 Certificates on the Startup Day. 


          The
Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement. 


          The
Home Equity Loans will be serviced by the Servicer pursuant to the Pooling and
Servicing Agreement. The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions eligible for
appointment as Sub-Servicers for the servicing and administration of certain
Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer
from any of its obligations under the Pooling and Servicing Agreement.



          This
Certificate does not represent a deposit or other obligation of, or an interest
in, nor are the underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company, LLC
or any of their Affiliates. This Certificate is limited in right of payment to
certain collections and recoveries relating to the Home Equity Loans and amounts
on deposit in the Certificate Account and the Principal and Interest Account
(except as otherwise provided in the Pooling and Servicing Agreement), as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement.



          No
Owner shall have any right to institute any proceeding, judicial or otherwise,
with respect to the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and Servicing
Agreement except in compliance with the terms thereof. 


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner. 


          The
Pooling and Servicing Agreement provides that the obligations created thereby
will terminate upon the payment to the Owners of all Certificates of all amounts
held by the Trustee and required to be paid to such Owners pursuant to the
Pooling and Servicing Agreement. 


          The
Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates. 


          The
Trustee shall give written notice of termination of the Pooling and Servicing
Agreement to each Owner in the manner set forth therein.


          The
Owners of the majority of the Percentage Interests represented by the Offered
Certificates have the right to exercise any trust or power set forth in Section
6.11 of the Pooling and Servicing Agreement. 


          As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees. 


          The
Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate. 


          The
Trustee is required to furnish certain information on each Distribution Date to
the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          The
Class MV-2 Certificates are issuable only as registered Certificates in minimum
denominations of $25,000 original Certificate Principal Balance and in integral
multiples of $1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, Class
MV-2 Certificates are exchangeable for new Class MV-2 Certificates of authorized
denominations evidencing the same aggregate principal amount. 


          No
service charge will be made for any such registration of transfer or exchange,
but the Registrar or Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.



          The
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the contrary.




          IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on
behalf of the Trust. 


	  	BANK ONE, NATIONAL ASSOCIATION,

as Trustee



By:           
          
          
          
          





Title:           
          
          
          
          






          Trustee Authentication



BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:           
          
          
          
          





Title:           
          
          
          
          




EXHIBIT A-12



FORM OF CLASS BF CERTIFICATE


SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A CLASS OF
"REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING COMPLIANCE WITH THE
REMIC PROVISIONS OF THE CODE.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS BF



(6.73% Certificate Rate, subject to the Group I Net WAC Cap)


Representing Certain Interests Relating to two Pools of Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC 


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.) 


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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. 


	No: BF-1	152314 EP1

     CUSIP





	 	$9,980,000

Original Class BF Certificate

Principal Balance	 	January 24, 2002

Date	January 25, 2032

Final Scheduled

Distribution Date






CEDE & CO.

Registered Owner


          The
registered Owner named above is the registered beneficial Owner of a fractional
interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below)
which the Seller and the Conduit Sellers are causing to be delivered to the
Depositor and the Depositor is causing to be delivered to the Trustee, together
with the related Home Equity Loan documents and the Depositor's interest in any
Property, and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate"). 


          The
Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class BF Certificates over the period from the date of
initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class BF Certificates. Therefore, the actual outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date), be less than the original Certificate Principal
Balance of the Class BF Certificates set forth above. 


          Upon
receiving the final distribution hereon, the Owner hereof is required to send
this Certificate to the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due on this
Certificate, this Certificate shall be deemed canceled for all purposes under
the Pooling and Servicing Agreement. 


          
NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY. 


          
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY. 


          This
Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class BF (the "Class BF Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-2 (the "Class AF-2 Certificates"),
Class AF-3 (the "Class AF-3 Certificates"), Class AF-4 (the "Class AF-4
Certificates"), Class AF-5 (the "Class AF-5 Certificates"), Class AF-6 (the
"Class AF-6 Certificates"), Class AV (the "Class AV Certificates"), Class MF-1
(the "Class MF-1 Certificates"), Class MF-2 (the "Class MF-2 Certificates"),
Class MV-1 (the "Class MV-1 Certificates"), Class MV-2 (the "Class MV-2
Certificates"), Class BV (the Class BV Certificates"), Class X-IO (the "Class
X-IO Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class AV Certificates, the Class MV-1 Certificates,
the Class MV-2 Certificates and the Class BV Certificates shall be together
referred to as the "Offered Certificates" and the Offered Certificates, the
Class X-IO Certificates and the Class R Certificates are together referred to
herein as the "Certificates." Terms capitalized herein and not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. 


          On
the 25th day of each month, or, if such day is not a Business Day, then the next
succeeding Business Day (each such day being a "Distribution Date") commencing
February 25, 2002, the Owners of the Class BF Certificates as of the close of
business on the last Business Day of the calendar month immediately preceding
the calendar month in which a Distribution Date occurs (the "Record Date") will
be entitled to receive the Class Principal Distribution Amount relating to such
Certificates on such Distribution Date. Distributions will be made in
immediately available funds to Owners of Certificates having an aggregate
original Certificate Principal Balance of at least $1,000,000 (by wire transfer
or otherwise) to the account of an Owner at a domestic bank or other entity
having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register. 


          Each
Owner of record of a Class BF Certificate will be entitled to receive such
Owner's Percentage Interest in the amounts due on such Distribution Date to the
Owners of the Class BF Certificates. The Percentage Interest of each Class BF
Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class BF
Certificate on the Startup Day by the aggregate Certificate Principal Balance of
the Class BF Certificates on the Startup Day. 


          The
Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement. 


          The
Home Equity Loans will be serviced by the Servicer pursuant to the Pooling and
Servicing Agreement. The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions eligible for
appointment as Sub-Servicers for the servicing and administration of certain
Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer
from any of its obligations under the Pooling and Servicing Agreement.



          This
Certificate does not represent a deposit or other obligation of, or an interest
in, nor are the underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company, LLC
or any of their Affiliates. This Certificate is limited in right of payment to
certain collections and recoveries relating to the Home Equity Loans and amounts
on deposit in the Certificate Account and the Principal and Interest Account
(except as otherwise provided in the Pooling and Servicing Agreement), as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement.



          No
Owner shall have any right to institute any proceeding, judicial or otherwise,
with respect to the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and Servicing
Agreement except in compliance with the terms thereof. 


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner. 


          The
Pooling and Servicing Agreement provides that the obligations created thereby
will terminate upon the payment to the Owners of all Certificates of all amounts
held by the Trustee and required to be paid to such Owners pursuant to the
Pooling and Servicing Agreement. 


          The
Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates. 


          The
Trustee shall give written notice of termination of the Pooling and Servicing
Agreement to each Owner in the manner set forth therein.


          The
Owners of the majority of the Percentage Interests represented by the Offered
Certificates have the right to exercise any trust or power set forth in Section
6.11 of the Pooling and Servicing Agreement. 


          As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees. 


          The
Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate. 


          The
Trustee is required to furnish certain information on each Distribution Date to
the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          The
Class BF Certificates are issuable only as registered Certificates in minimum
denominations of $25,000 original Certificate Principal Balance and in integral
multiples of $1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, Class
BF Certificates are exchangeable for new Class BF Certificates of authorized
denominations evidencing the same aggregate principal amount. 


          No
service charge will be made for any such registration of transfer or exchange,
but the Registrar or Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.



          The
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the contrary.




          IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on
behalf of the Trust. 


	  	BANK ONE, NATIONAL ASSOCIATION,

as Trustee



By:           
          
          
          
          





Title:           
          
          
          
          






          Trustee Authentication



BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:           
          
          
          
          





Title:           
          
          
          
          




EXHIBIT A-13



FORM OF CLASS BV CERTIFICATE


SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS BV



(Variable Certificate Rate, subject to the Group II Net WAC Cap)


Representing Certain Interests Relating to two Pools of Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.)


          
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer ("Centex
Home Equity Loan Trust 2002-A") 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.


	No: BV-1	152314 ET3

     CUSIP





	 	$16,179,000

Original Class BV Certificate

Principal Balance	 	January 24, 2002

Date	January 25, 2032

Final Scheduled

Distribution Date







CEDE & CO.

Registered Owner


          The
registered Owner named above is the registered beneficial Owner of a fractional
interest in (a) the Home Equity Loans listed in Schedule I-A and
Schedule I-B to the Pooling and Servicing Agreement (as defined below)
which the Seller and the Conduit Sellers are causing to be delivered to the
Depositor and the Depositor is causing to be delivered to the Trustee, together
with the related Home Equity Loan documents and the Depositor's interest in any
Property, and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in
the Certificate Account, together with investment earnings on such amounts, and
such amounts as may be held in the name of the Trustee in the Principal and
Interest Account, if any, inclusive of investment earnings thereon, whether in
the form of cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); and (c) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any mortgage
insurance, flood insurance, hazard insurance and title insurance policy relating
to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate").


          The
Owner hereof is entitled to principal payments on each Distribution Date, as
hereinafter described, which will fully amortize such original Certificate
Principal Balance of the Class BV Certificates over the period from the date of
initial issuance of the Certificates to the Final Scheduled Distribution Date
for the Class BV Certificates. Therefore, the actual outstanding principal
amount of this Certificate may, on any date subsequent to February 25, 2002 (the
first Distribution Date), be less than the original Certificate Principal
Balance of the Class BV Certificates set forth above.


          Upon
receiving the final distribution hereon, the Owner hereof is required to send
this Certificate to the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due on this
Certificate, this Certificate shall be deemed canceled for all purposes under
the Pooling and Servicing Agreement.


          
NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.


          
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS. THEREFORE, THE
ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE
SUBSEQUENT TO FEBRUARY 25, 2002 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY.


          This
Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class BV (the "Class BV Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-2 (the "Class AF-2 Certificates"),
Class AF-3 (the "Class AF-3 Certificates"), Class AF-4 (the "Class AF-4
Certificates"), Class AF-5 (the "Class AF-5 Certificates"), Class AF-6 (the
"Class AF-6 Certificates"), Class AV (the "Class AV Certificates"), Class MF-1
(the "Class MF-1 Certificates"), Class MF-2 (the "Class MF-2 Certificates"),
Class BF (the Class BF Certificates"), Class MV-1 (the "Class MV-1
Certificates"), Class MV-2 (the "Class MV-2 Certificates"), Class X-IO (the
"Class X-IO Certificates"), and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates, the Class AV Certificates,
the Class MV-1 Certificates, the Class MV-2 Certificates and the Class BV
Certificates shall be together referred to as the "Offered Certificates" and the
Offered Certificates, the Class X-IO Certificates and the Class R Certificates
are together referred to herein as the "Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement.


          On
the 25th day of each month, or, if such day is not a Business Day, then the next
succeeding Business Day (each such day being a "Distribution Date") commencing
February 25, 2002, the Owners of the Class BV Certificates as of the close of
business on the last Business Day of the calendar month immediately preceding
the calendar month in which a Distribution Date occurs (the "Record Date") will
be entitled to receive the Class Principal Distribution Amount relating to such
Certificates on such Distribution Date. Distributions will be made in
immediately available funds to Owners of Certificates having an aggregate
original Certificate Principal Balance of at least $1,000,000 (by wire transfer
or otherwise) to the account of an Owner at a domestic bank or other entity
having appropriate facilities therefor, if such Owner has so notified the
Trustee, or by check mailed to the address of the person entitled thereto as it
appears on the Register.


          Each
Owner of record of a Class BV Certificate will be entitled to receive such
Owner's Percentage Interest in the amounts due on such Distribution Date to the
Owners of the Class BV Certificates. The Percentage Interest of each Class BV
Certificate as of any date of determination will be equal to the percentage
obtained by dividing the original Certificate Principal Balance of such Class BV
Certificate on the Startup Day by the aggregate Certificate Principal Balance of
the Class BV Certificates on the Startup Day.


          The
Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.


          The
Home Equity Loans will be serviced by the Servicer pursuant to the Pooling and
Servicing Agreement. The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions eligible for
appointment as Sub-Servicers for the servicing and administration of certain
Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer
from any of its obligations under the Pooling and Servicing
Agreement.


          This
Certificate does not represent a deposit or other obligation of, or an interest
in, nor are the underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company, LLC
or any of their Affiliates. This Certificate is limited in right of payment to
certain collections and recoveries relating to the Home Equity Loans and amounts
on deposit in the Certificate Account and the Principal and Interest Account
(except as otherwise provided in the Pooling and Servicing Agreement), as more
specifically set forth hereinabove and in the Pooling and Servicing
Agreement.


          No
Owner shall have any right to institute any proceeding, judicial or otherwise,
with respect to the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and Servicing
Agreement except in compliance with the terms thereof.


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.


          The
Pooling and Servicing Agreement provides that the obligations created thereby
will terminate upon the payment to the Owners of all Certificates of all amounts
held by the Trustee and required to be paid to such Owners pursuant to the
Pooling and Servicing Agreement.


          The
Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates.


          The
Trustee shall give written notice of termination of the Pooling and Servicing
Agreement to each Owner in the manner set forth therein.


          The
Owners of the majority of the Percentage Interests represented by the Offered
Certificates have the right to exercise any trust or power set forth in Section
6.11 of the Pooling and Servicing Agreement.


          As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees.


          The
Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided that in certain other circumstances provided for in the Pooling
and Servicing Agreement such consent of the Owners will be required prior to
amendments. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate.


          The
Trustee is required to furnish certain information on each Distribution Date to
the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          The
Class BV Certificates are issuable only as registered Certificates in minimum
denominations of $25,000 original Certificate Principal Balance and in integral
multiples of $1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, Class
BV Certificates are exchangeable for new Class BV Certificates of authorized
denominations evidencing the same aggregate principal amount.


          No
service charge will be made for any such registration of transfer or exchange,
but the Registrar or Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


          The
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the
contrary.



          IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on
behalf of the Trust.


	  	BANK ONE, NATIONAL ASSOCIATION,

as Trustee



By:           
          
          
          
          





Title:           
          
          
          
          






          Trustee Authentication



BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:           
          
          
          
          





Title:           
          
          
          
          



EXHIBIT B



FORM OF CLASS X-IO CERTIFICATE


SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.


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 BE MADE ONLY IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.08 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN (INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO EMPLOYEE BENEFIT PLANS
AND OTHER RETIREMENT ARRANGEMENTS).


TRANSFER OF THIS CLASS X-IO CERTIFICATE IS RESTRICTED AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT.


NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS
ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL
AGENCY.


CENTEX HOME EQUITY LOAN TRUST 2002-A

HOME EQUITY LOAN ASSET-BACKED CERTIFICATE

CLASS X-IO

(Regular Interest)


Representing Certain Interests Relating to two Pools of

Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          
(This Certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC
(the "Depositor"), CHEC Conduit Funding, LLC (the "Conduit Seller"), Harwood
Street Funding II, LLC (the "Conduit Seller II") or Centex Home Equity Company,
LLC, a Delaware limited liability company, formerly Centex Credit Corporation, a
Nevada corporation (the "Seller" or the "Servicer"). This Certificate represents
a fractional ownership interest in the Group I and Group II Home Equity Loans
and certain other property held by the Trust.)


	No: X-IO-1	Date: January 24, 2002





Percentage Interest _____%


CHEC Residual, LLC

Registered Owner


          The
registered Owner named above is the registered beneficial Owner of a fractional
interest in (a) the Home Equity Loans listed in Schedule I-A and Schedule I-B to
the Pooling and Servicing Agreement (as defined below) which the Seller and the
Conduit Sellers are causing to be delivered to the Depositor and the Depositor
is causing to be delivered to the Trustee, together with the related Home Equity
Loan documents and the Depositor's interest in any Property, and all payments
thereon and proceeds of the conversion, voluntary or involuntary, of the
foregoing; (b) such amounts as may be held by the Trustee in the Certificate
Account, together with investment earnings on such amounts, and such amounts as
may be held in the name of the Trustee in the Principal and Interest Account, if
any, inclusive of investment earnings thereon, whether in the form of cash,
instruments, securities or other properties (including any Eligible Investments
held by the Servicer); and (c) proceeds of all the foregoing (including, but not
by way of limitation, all proceeds of any mortgage insurance, flood insurance,
hazard insurance and title insurance policy relating to the Home Equity Loans,
cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, rights to payment of any and every
kind, and other forms of obligations and receivables which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement ((a) - (c) above shall be collectively referred to herein as the
"Trust Estate").


          
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY.


          This
Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class X-IO (the "Class X-IO Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a
seller (the "Seller") and as the servicer (the "Servicer"), CHEC Funding, LLC,
in its capacity as depositor (the "Depositor"), CHEC Conduit Funding, LLC, as
Conduit Seller, Harwood Street Funding II, LLC, as Conduit Seller II and Bank
One, National Association, in its capacity as the trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this Certificate by virtue of
acceptance hereof assents and by which such Owner is bound. Also issued under
the Pooling and Servicing Agreement are Certificates designated as Centex Home
Equity Loan Trust 2002-A Home Equity Loan Asset-Backed Certificates, Class AF-1
(the "Class AF-1 Certificates"), Class AF-2 (the "Class AF-2 Certificates"),
Class AF-3 (the "Class AF-3 Certificates"), Class AF-4 (the "Class AF-4
Certificates"), Class AF-5 (the "Class AF-5 Certificates"), Class AF-6 (the
"Class AF-6 Certificates"), Class MF-1 (the "Class MF-1 Certificates"), Class
MF-2 (the "Class MF-2 Certificates"), Class BF (the Class BF Certificates"),
Class AV (the "Class AV Certificates"), Class MV-1 (the "Class MV-1
Certificates"), Class MV-2 (the "Class MV-2 Certificates"), Class BV (the "Class
BV Certificates") and Class R-1 and Class R-2 (together, the "Class R
Certificates"). The Class AF-1 Certificates, the Class AF-2 Certificates, the
Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5
Certificates, the Class AF-6 Certificates, the Class MF-1 Certificates, the
Class MF-2 Certificates, the Class BF Certificates, the Class AV Certificates,
the Class MV-1 Certificates, the Class MV-2 Certificates, and the Class BV
Certificates shall be together referred to as the "Offered Certificates" and the
Offered Certificates, the Class X-IO Certificates and the Class R Certificates
are together referred to herein as the "Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement.


          On
the 25th day of each month, or, if such day is not a Business Day, then the next
succeeding Business Day (each such day being a "Distribution Date") commencing
February 25, 2002, the Owners of the Class X-IO Certificates as of the close of
business on the last Business Day of the calendar month immediately preceding
the calendar month in which a Distribution Date occurs (the "Record Date") will
be entitled to receive the amount distributable pursuant to Section 7.03(b) C.13
of the Pooling and Servicing Agreement relating to such Certificates on such
Distribution Date. Distributions will be made in immediately available funds to
Owners of Class X-IO Certificates having an aggregate Percentage Interest of at
least 10% (by wire transfer or otherwise) to the account of an Owner at a
domestic bank or other entity having appropriate facilities therefor, if such
Owner has so notified the Trustee, or by check mailed to the address of the
person entitled thereto as it appears on the Register.


          The
Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.


          The
Home Equity Loans will be serviced by the Servicer pursuant to the Pooling and
Servicing Agreement. The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions eligible for
appointment as Sub-Servicers for the servicing and administration of certain
Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer
from any of its obligations under the Pooling and Servicing
Agreement.


          This
Certificate does not represent a deposit or other obligation of, or an interest
in, nor are the underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC, or Centex Home Equity Company, LLC
or any of their Affiliates. This Certificate is limited in right of payment to
certain collections and recoveries relating to the Home Equity Loans, all as
more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.


          No
Owner shall have any right to institute any proceeding, judicial or otherwise,
with respect to the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and Servicing
Agreement except in compliance with the terms thereof.


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.


          The
Pooling and Servicing Agreement provides that the obligations created thereby
will terminate upon the payment to the Owners of all Certificates of all amounts
held by the Trustee and required to be paid to such Owners pursuant to the
Pooling and Servicing Agreement.


          The
Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates.


          The
Trustee shall give written notice of termination of the Pooling and Servicing
Agreement to each Owner in the manner set forth therein.


          The
Owners of the majority of the Percentage Interests represented by the Offered
Certificates have the right to exercise any trust or power set forth in Section
6.11 of the Pooling and Servicing Agreement.


          As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like aggregate
fractional undivided interest in the Trust Estate will be issued to the
designated transferee or transferees.


          The
Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, and the Servicer
at any time and from time to time, without the consent of the Owners; provided,
that in certain other circumstances provided for in the Pooling and Servicing
Agreement such consent of the Owners will be required prior to amendment. Any
such consent by the Owner of this Certificate shall be conclusive and binding
upon such Owner and upon all future Owners of the Certificate and of any
Certificate issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof whether or not notation of such consent or waiver is
made upon this Certificate.


          The
Trustee is required to furnish certain information on each Distribution Date to
the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          The
Class X-IO Certificates are issuable only as registered Certificates. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Class X-IO Certificates are exchangeable for new
Class X-IO Certificates evidencing the same Percentage Interest as the Class
X-IO Certificates exchanged.


          No
service charge will be made for any such registration of transfer or exchange,
but the Registrar or Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


          The
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the
contrary.



          IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on
behalf of the Trust.


	  	BANK ONE, NATIONAL ASSOCIATION,

as Trustee



By:           
          
          
          
          





Title:           
          
          
          
          






          Trustee Authentication



BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:           
          
          
          
          





By:           
          
          
          
          




EXHIBIT C



FORM OF CLASS R CERTIFICATE


SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE REPRESENTS OWNERSHIP OF EACH OF THE SOLE CLASSES OF "RESIDUAL
INTERESTS" IN TWO "REAL ESTATE MORTGAGE INVESTMENT CONDUITS" ("REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING COMPLIANCE WITH THE
REMIC PROVISIONS OF THE CODE.


          
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 BE MADE ONLY IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.08 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN
(INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO EMPLOYEE BENEFIT PLANS AND
OTHER RETIREMENT ARRANGEMENTS).


          
TRANSFER OF THIS CLASS R CERTIFICATE IS RESTRICTED AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT. NO TRANSFER OF THIS CLASS R CERTIFICATE MAY BE MADE TO
A "DISQUALIFIED ORGANIZATION" AS DEFINED IN SECTION 860E(e)(5) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUCH TERM INCLUDES THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN CERTAIN TAXABLE INSTRUMENTALITIES), ANY COOPERATIVE
ORGANIZATION FURNISHING ELECTRIC ENERGY OR PROVIDING TELEPHONE SERVICE TO
PERSONS IN RURAL AREAS, OR ANY ORGANIZATION (OTHER THAN A FARMER'S COOPERATIVE)
THAT IS EXEMPT FROM FEDERAL INCOME TAX UNLESS SUCH ORGANIZATION IS SUBJECT TO
THE TAX ON UNRELATED BUSINESS INCOME. NO TRANSFER OF THIS CLASS R CERTIFICATE
WILL BE REGISTERED BY THE CERTIFICATE REGISTRAR UNLESS THE PROPOSED TRANSFEREE
HAS DELIVERED AN AFFIDAVIT AFFIRMING, AMONG OTHER THINGS, THAT THE PROPOSED
TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION AND IS NOT ACQUIRING THE CLASS R
CERTIFICATE FOR THE ACCOUNT OF A DISQUALIFIED ORGANIZATION. A COPY OF THE FORM
OF AFFIDAVIT REQUIRED OF EACH PROPOSED TRANSFEREE IS ON FILE AND AVAILABLE FROM
THE TRUSTEE.


          
A TRANSFER IN VIOLATION OF THE APPLICABLE RESTRICTIONS MAY GIVE RISE TO A
SUBSTANTIAL TAX UPON THE TRANSFEROR OR, IN CERTAIN CASES, UPON AN AGENT ACTING
FOR THE TRANSFEREE. A PASS-THROUGH ENTITY THAT HOLDS THIS CLASS R CERTIFICATE
AND THAT HAS A DISQUALIFIED ORGANIZATION AS A RECORD OWNER IN ANY TAXABLE YEAR
GENERALLY WILL BE SUBJECT TO A TAX FOR EACH SUCH YEAR EQUAL TO THE PRODUCT OF
(A) THE AMOUNT OF EXCESS INCLUSIONS WITH RESPECT TO THE PORTION OF THIS
CERTIFICATE OWNED THROUGH SUCH PASS-THROUGH ENTITY BY SUCH DISQUALIFIED
ORGANIZATION, AND (B) THE HIGHEST MARGINAL FEDERAL TAX RATE ON CORPORATIONS. FOR
PURPOSES OF THE PRECEDING SENTENCE, THE TERM "PASS-THROUGH" ENTITY INCLUDES
REGULATED INVESTMENT COMPANIES, REAL ESTATE INVESTMENT TRUSTS, COMMON TRUST
FUNDS, PARTNERSHIPS, TRUSTS, ESTATES, COOPERATIVES TO WHICH PART I OF SUBCHAPTER
1T OF THE CODE APPLIES AND, EXCEPT AS PROVIDED IN REGULATIONS, NOMINEES.


          
NEITHER THIS CERTIFICATE NOR THE UNDERLYING HOME EQUITY LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.


          
THIS CLASS R CERTIFICATE REPRESENTS A RESIDUAL INTEREST IN EACH OF REMIC I AND
REMIC II FOR FEDERAL INCOME TAX PURPOSES.




CENTEX HOME EQUITY LOAN TRUST 2002-A HOME EQUITY LOAN ASSET-

BACKED CERTIFICATE CLASS R (Residual Interest)


Representing Certain Interests Relating to two Pools of Home Equity Loans Sold and Serviced by


CENTEX HOME EQUITY COMPANY, LLC


          
(This certificate does not represent an interest in, or an obligation of, nor
are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding,
LLC, Harwood Street Funding II, LLC or Centex Home Equity Company, LLC, a
Delaware limited liability company, formerly Centex Credit Corporation, a Nevada
corporation. This Certificate represents a fractional ownership interest in the
Trust Estate as defined below.)


No: R-__


Date: January 24, 2002


Percentage Interest _____%


CHEC Residual, LLC

Registered Owner


          The
registered Owner named above is the registered beneficial Owner of a fractional
interest in (a) the Home Equity Loans listed in Schedule I-A and Schedule I-B to
the Pooling and Servicing Agreement which the Seller and the Conduit Sellers are
causing to be delivered to the Depositor and the Depositor is causing to be
delivered to the Trustee, together with the related Home Equity Loan documents
and the Seller's interest in any Property which secured a Home Equity Loan but
which has been acquired by foreclosure or deed in lieu of foreclosure, and all
payments thereon and proceeds of the conversion, voluntary or involuntary, of
the foregoing; (b) such amounts as may be held by the Trustee in the Certificate
Account, together with investment earnings on such amounts, and such amounts as
may be held in the name of the Trustee in the Principal and Interest Account, if
any, exclusive of investment earnings thereon (except as otherwise provided in
the Pooling and Servicing Agreement), whether in the form of cash, instruments,
securities or other properties (including any Eligible Investments held by the
Servicer); and (c) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any mortgage insurance, hazard insurance and title
insurance policy relating to the Home Equity Loans, cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, rights to payment of any and every kind, and other forms of
obligations and receivables which at any time constitute all or part of or are
included in the proceeds of any of the foregoing) to pay the Certificates as
specified in the Pooling and Servicing Agreement ((a) - (c) above shall be
collectively referred to herein as the "Trust Estate").


          THIS
CERTIFICATE IS AN ASSET-BACKED CERTIFICATE ONLY AND, NOTWITHSTANDING REFERENCES
HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED
HEREBY.


          This
Certificate is one of a Class of duly-authorized Certificates designated as
Centex Home Equity Loan Trust 2002-A, Home Equity Loan Asset-Backed
Certificates, Class R-__ and issued under and subject to the terms, provisions
and conditions of that certain Pooling and Servicing Agreement dated as of
January 1, 2002 (the "Pooling and Servicing Agreement") by and among Centex Home
Equity Company, LLC, in its capacity as a seller (the "Seller") and as the
servicer (the "Servicer"), CHEC Funding, LLC, in its capacity as depositor (the
"Depositor"), CHEC Conduit Funding, LLC, as Conduit Seller, Harwood Street
Funding II, LLC, as Conduit Seller II and Bank One, National Association, in its
capacity as the trustee (the "Trustee"), to which Pooling and Servicing
Agreement the Owner of this Certificate by virtue of acceptance hereof assents
and by which such Owner is bound. Also issued under the Pooling and Servicing
Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-A
Home Equity Loan Asset-Backed Certificates, Class AF-1 (the "Class AF-2
Certificates"), Class AF-2 (the "Class AF-2 Certificates"), Class AF-3 (the
"Class AF-3 Certificates"), Class AF-4 (the "Class AF-4 Certificates"), Class
AF-5 (the "Class AF-5 Certificates"), Class AF-6 (the "Class AF-6
Certificates"), Class MF-1 (the "Class MF-1 Certificates"), Class MF-2 (the
"Class MF-2 Certificates"), Class BF (the Class BF Certificates"), Class AV (the
"Class AV Certificates"), Class MV-1 (the "Class MV-1 Certificates"), Class MV-2
(the "Class MV-2 Certificates"), Class BV (the Class BV Certificates"), Class
X-IO (the "Class X-IO Certificates"), and Class R-1 and Class R-2 (together, the
"Class R Certificates"). The Class AF-1 Certificates, the Class AF-2
Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the
Class AF-5 Certificates, the Class AF-6 Certificates, the Class MF-1
Certificates, the Class MF-2 Certificates, the Class BF Certificates, the Class
AV Certificates, the Class MV-1 Certificates, the Class MV-2 Certificates and
the Class BV Certificates shall be together referred to as the "Offered
Certificates" and the Offered Certificates, the Class X-IO Certificates and the
Class R Certificates are together referred to herein as the "Certificates."
Terms capitalized herein and not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement.


          On
the 25th day of each month, or, if such day is not a Business Day, then the next
succeeding Business Day (each such day being a "Distribution Date") commencing
February 25, 2002, each owner of a Class R Certificate as of the close of
business on the last day of the calendar month immediately preceding the
calendar month in which a Distribution Date occurs (the "Record Date") will be
entitled to receive the amounts distributable pursuant to Section 7.03(b) C.14
of the Pooling and Servicing Agreement, relating to such Certificates on such
Distribution Date. Distributions will be made in immediately available funds to
Owners of Class R Certificates having an aggregate Percentage Interest of at
least 10% (by wire transfer or otherwise) to the account of an Owner at a
domestic bank or other entity having appropriate facilities therefor, if such
Owner has so notified the Trustee, or by check mailed to the address of the
person entitled thereto as it appears on the Register.


          The
Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.


          
The Home Equity Loans will be serviced by the Servicer pursuant to the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Home Equity Loans. No appointment of any Sub-Servicer shall release
the Servicer from any of its obligations under the Pooling and Servicing
Agreement.


          
This Certificate does not represent a deposit or other obligation of, or an
interest in, nor are the underlying Home Equity Loans insured or guaranteed by,
CHEC Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity Company,
LLC or any of their Affiliates. This Certificate is limited in right of payment
to certain collections and recoveries relating to the Home Equity Loans, all as
more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.


          
No Owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement, or for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.


          
Notwithstanding any other provisions in the Pooling and Servicing Agreement, the
Owner of any Certificate shall have the right which is absolute and
unconditional to receive distributions to the extent provided in the Pooling and
Servicing Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.


          
The Pooling and Servicing Agreement provides that the obligations created
thereby will terminate upon the payment to the Owners of all Certificates of all
amounts held by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.


          
The Pooling and Servicing Agreement additionally provides that the Owner of the
Class X-IO Certificates may, at its option, purchase from the Trust all
remaining Home Equity Loans and other property then constituting the Trust
Estate, and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class
X-IO Certificates does not exercise this optional purchase on the Clean-Up Call
Date, then (i) on the next Distribution Date, the Trustee will begin an auction
process to sell the Home Equity Loans and (ii) on the third Distribution Date
following such date and on each Distribution Date thereafter, the amounts that
otherwise would have been payable to the Class X-IO Certificates will be paid to
the Offered Certificates as an additional principal distribution amount. In
addition, under certain circumstances relating to the qualification of REMIC I
and REMIC II as REMICs under the Code, the Home Equity Loans may be sold,
thereby effecting the early retirement of the Certificates.


          
The Class R Certificates evidence ownership in the "residual interest" in REMIC
I and the "residual interest" in REMIC II. The registered Owner of a Class R
Certificate will be entitled to separate such Certificate into such component
parts. The Trustee shall, upon delivery to it of this Class R Certificate and a
written request of the registered Owner thereof to separate such Certificate
into its component parts, issued to such registered Owner in exchange for such
Class R Certificate (i) a separately transferable, certified and fully
registered security (a "Class R-1 Certificate") that will, from the date of its
issuance, represent the Owner's Percentage Interest in the residual interest in
REMIC I and (ii) a separately transferable, certified and fully registered
security (a "Class R-2 Certificate") that will, from the date of its issuance,
represent the Owner's Percentage Interest in the residual interest in REMIC II.
The Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with such exchange of this Class R
Certificate.


          
The Trustee shall give written notice of termination of the Pooling and
Servicing Agreement to each Owner in the manner set forth therein.


          
The Owners of the majority of the Percentage Interests represented by the
Offered Certificates have the right to exercise any trust or power set forth in
Section 6.11 of the Pooling and Servicing Agreement.


          
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like aggregate
fractional undivided interest in the Trust Estate will be issued to the
designated transferee or transferees.


          
The Pooling and Servicing Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modifications of rights and obligations
of the parties provided therein by the Depositor, the Trustee, the Seller and
the Servicer at any time and from time to time, without the consent of the
Owners; provided, that in certain other circumstances provided for in the
Pooling and Servicing Agreement such consent of the Owners will be required
prior to amendment. Any such consent by the Owner of this Certificate shall be
conclusive and binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Certificate.


          
The Trustee is required to furnish certain information on each Distribution Date
to the Owner of this Certificate, as more fully described in the Pooling and
Servicing Agreement.


          
The Class R Certificates are issuable only as registered Certificates. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Class R Certificates are exchangeable for new
Class R Certificates evidencing the same Percentage Interest as the Class R
Certificates exchanged.


          
No service charge will be made for any such registration of transfer or
exchange, but the Registrar or Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.


          
The Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent shall be affected by notice to the
contrary.






          
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
on behalf of the Trust.


		
BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:             
              
              





Title:             
              
              










          
Trustee Authentication


BANK ONE, NATIONAL ASSOCIATION,

as Trustee





By:             
              
              





Title:             
              
              








EXHIBIT D


FORM OF CERTIFICATE RE: HOME EQUITY LOANS PREPAID IN FULL AFTER

CUT-OFF DATE
CERTIFICATE RE: PREPAID LOANS


          
I, __________________________, ______________________ of Centex Home Equity
Company, LLC, a Delaware limited liability company, formerly Centex Credit
Corporation, a Nevada corporation ("Centex"), hereby certify that between the
"Cut-Off Date" (as defined in the Pooling and Servicing Agreement dated as of
January 1, 2002 among CHEC Funding, LLC, as depositor, Centex, as a seller and
servicer, Harwood Street Funding II, LLC, as a seller, CHEC Conduit Funding,
LLC, as a seller and Bank One, National Association, as trustee) and the
"Startup Day," the following schedule of "Home Equity Loans" (each as defined in
the Pooling and Servicing Agreement) have been prepaid in full.


	
Account

Number	

Name 	
Original

Amount	
Current

Balance	
Date

Paid Off








Dated:  January 24, 2002


		
By:             
              
              





Title:             
              
              











EXHIBIT E-1



FORM OF TRUSTEE'S RECEIPT



TRUSTEE'S ACKNOWLEDGMENT OF RECEIPT


          
Reference is made to that certain Pooling and Servicing Agreement dated as of
January 1, 2002 (the "Pooling and Servicing Agreement") among CHEC Funding, LLC,
as depositor, Harwood Street Funding II, LLC, as a seller, CHEC Conduit Funding,
LLC, as a seller, Centex Home Equity Company, LLC, a Delaware limited liability
company, formerly Centex Credit Corporation, a Nevada corporation, as a seller
and servicer, and Bank One, National Association, as trustee (the "Trustee").
Capitalized terms used herein but not defined herein have the meaning assigned
to them in the Pooling and Servicing Agreement.


          
The Trustee hereby acknowledges the receipt of the sum of $___________,
representing the net proceeds disbursed from the Underwriters.


Dated:  January 24, 2002


		
BANK ONE NATIONAL ASSOCIATION

as Trustee




By:             
              
         

Name:



Title:











EXHIBIT E-2



FORM OF CUSTODIAN'S ACKNOWLEDGMENT OF RECEIPT


CUSTODIAN'S ACKNOWLEDGMENT OF RECEIPT


          
Bank One Trust Company, N.A., in its capacity as custodian (the "Custodian")
under the Custodial Agreement dated as of January 1, 2002, among the Custodian
and Bank One, National Association, in its capacity as trustee (the "Trustee")
under that certain Pooling and Servicing Agreement dated as of January 1, 2002
(the "Pooling and Servicing Agreement") among CHEC Funding, LLC, as depositor
(the "Depositor"), Harwood Street Funding II, LLC, as a seller, CHEC Conduit
Funding, LLC, as a seller, Centex Home Equity Company, LLC, a Delaware limited
liability company, formerly Centex Credit Corporation, a Nevada corporation, as
seller and servicer ("Centex"), and the Trustee, as trustee, hereby acknowledges
receipt (subject to review as required by Section 3.06(a) of the Pooling and
Servicing Agreement) of the items delivered to it by Centex with respect to the
Home Equity Loans pursuant to Section 3.05(b)(i) of the Pooling and Servicing
Agreement.


          
The Schedule of Home Equity Loans is attached to this receipt as Schedule
I.


          
The Custodian hereby additionally acknowledges that it shall review such items
as required by Section 3.06(a) of the Pooling and Servicing Agreement and shall
otherwise comply with Section 3.06(b) and 3.06(c) of the Pooling and Servicing
Agreement as required thereby.


		
BANK ONE TRUST COMPANY, N.A.

as Custodian



By:             
              
         

Name:



Title:







Dated:  January 24, 2002






EXHIBIT F



FORM OF POOL CERTIFICATION


POOL CERTIFICATION


          
WHEREAS, the undersigned is an Authorized Officer of Bank One Trust Company,
N.A., in its capacity as custodian (the "Custodian") under the Custodial
Agreement dated January 1, 2002, between the Custodian and Bank One, National
Association, acting in its capacity as trustee (the "Trustee") of a certain pool
of home equity loans heretofore conveyed in trust to the Trustee, pursuant to
that certain Pooling and Servicing Agreement dated as of January 1, 2002, (the
"Pooling and Servicing Agreement") among CHEC Funding, LLC, as depositor, Centex
Home Equity Company, LLC, a Delaware limited liability company, formerly Centex
Credit Corporation, a Nevada corporation, as a seller and servicer, Harwood
Street Funding II, LLC, as a seller, CHEC Conduit Funding, LLC, as a seller and
the Trustee, as trustee; and


          
WHEREAS, the Custodian is required, pursuant to Section 3.06(a) of the Pooling
and Servicing Agreement, to review the Files relating to the Home Equity Loans
within a specified period following the Startup Day and to notify the Seller
promptly of any defects with respect to the Home Equity Loans, and the Seller is
required to remedy such defects or take certain other action, all as set forth
in Section 3.06(b) of the Pooling and Servicing Agreement; and


          
WHEREAS, Section 3.06(a) of the Pooling and Servicing Agreement requires the
Custodian to deliver this Pool Certification upon the satisfaction of certain
conditions set forth therein.


          
NOW, THEREFORE, the Custodian hereby certifies that it has determined that all
required documents (or certified copies of documents listed in Section 3.05 of
the Pooling and Servicing Agreement) have been executed or received, and that
such documents relate to the Home Equity Loans identified in the Schedule of
Home Equity Loans pursuant to Section 3.06(a) of the Pooling and Servicing
Agreement or, in the event that such documents have not been executed and
received or do not so relate to such Home Equity Loans, any remedial action by
the Seller pursuant to Section 3.06(b) of the Pooling and Servicing Agreement
has been completed. The Custodian makes no certification hereby, however, with
respect to any intervening assignments or assumption and modification
agreements.


          
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Pooling and Servicing Agreement.


		
BANK ONE TRUST COMPANY, N.A.

as Custodian



By:             
              
         

Name:



Title:






Dated:  _______________, 2002







EXHIBIT G



FORM OF DELIVERY ORDER


DELIVERY ORDER


Bank One, National Association

1 Bank One Plaza, Suite IL1-0481

Chicago, Illinois  60670



Dear Sirs:


          
Pursuant to Section 4.01 of the Pooling and Servicing Agreement, dated as of
January 1, 2002 (the "Pooling and Servicing Agreement") among CHEC Funding, LLC,
as depositor (the "Depositor"), Centex Home Equity Company, LLC, a Delaware
limited liability company, formerly Centex Credit Corporation, a Nevada
corporation, as a seller and servicer, Harwood Street Funding II, LLC, as a
seller, CHEC Conduit Funding, LLC, as a seller and Bank One, National
Association, as trustee (the "Trustee"), THE DEPOSITOR HEREBY CERTIFIES that all
conditions precedent to the issuance of the Centex Home Equity Loan Trust 2002-A
Home Equity Loan Asset-Backed Certificates, Class AF-1, Class AF-2, Class AF-3,
Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF, Class AV,
Class MV-1, Class MV-2, Class BV, Class X-IO and Class R (the "Certificates"),
HAVE BEEN SATISFIED, and HEREBY REQUESTS YOU TO AUTHENTICATE AND DELIVER said
Certificates, and to RELEASE said Certificates to the owners thereof, or
otherwise upon their order. Instructions regarding the registration of the
Certificates are attached hereto.



		
Very truly yours,



CHEC FUNDING, LLC





By:             
              
              





Title:             
              
              










Dated:  January 24, 2002






EXHIBIT H



FORM OF CLASS R TAX MATTERS TRANSFER CERTIFICATE



AFFIDAVIT PURSUANT TO SECTION860E(e) OF THE INTERNAL REVENUECODE OF

 1986, AS AMENDED



	STATE OF



COUNTY OF		)

:   ss.:

)






          
[NAME OF OFFICER], being first duly sworn, deposes and says:


          
That he is [Title of Officer] of [Name of Investor] (the "Investor"), a [savings
institution] [corporation] duly organized and existing under the laws of [the
State of _________] [the United States], on behalf of which he makes this
affidavit.


          
That (i) the Investor is not a "disqualified organization" and will not be a
"disqualified organization" as of [date of transfer] (For this purpose, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than certain taxable
instrumentalities), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas, or any organization
(other than a farmers' cooperative) that is exempt from federal income tax
unless such organization is subject to the tax on unrelated business income.);
(ii) it is not acquiring the Class R Certificate for the account of a
disqualified organization; (iii) it consents to any amendment of the Pooling and
Servicing Agreement that shall be deemed necessary by the Trustee (upon advice
of counsel) to constitute a reasonable arrangement to ensure that the Class R
Certificates will not be owned directly or indirectly by a disqualified
organization; and (iv) it will not transfer such Class R Certificate unless (a)
it has received from the transferee an affidavit in substantially the same form
as this affidavit containing these same four representations and (b) as of the
time of the transfer, it does not have actual knowledge that such affidavit is
false.






          
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] and its corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this ___ day of __________, 2002.



		
[NAME OF INVESTOR]





By:             
             
    

[Name of Officer]

[Title of Officer]







[Corporate Seal]



Attest:





             
             
    

[Assistant] Secretary



          
Personally appeared before me the above-named [Name of Officer], known or proved
to be the same person who executed the foregoing instrument and to be the [Title
of Officer] of the Investor, and acknowledged to me that he executed the same as
his free act and deed and the free act and deed of the Investor.


          
Subscribed and sworn before me this __ day of ____________, 2002.


             
             
    

NOTARY PUBLIC


COUNTY OF               
             
    




STATE OF             
             
    


          
My commission expires the _ day of _______________, 20__.







EXHIBIT I-1

FORM OF CERTIFICATE REGARDING TRANSFER

(ACCREDITED INVESTOR)


[DATE]


Bank One, National Association

1 Bank One Plaza, Suite IL1-0122

Chicago, Illinois  60670



Attention: Advanced Structured Products Services



		Re:	Centex Home Equity Loan Trust 2002-A

Home Equity Loan Asset-Backed Certificates, Class ___

("Certificates")          
             
             







Gentlemen:


          
In connection with our purchase on the date hereof of the above-referenced
Certificates from ___________________ ("Seller"), [PURCHASER] (the "Purchaser")
hereby certifies that:


          
1.      The Purchaser is acquiring the Certificates for
[investment purposes only for]1 the Purchaser's own account and not with a view
to or for sale or transfer in connection with any distribution thereof in any
manner which would violate Section 5 of the Securities Act of 1933, as amended
(the "Act"), provided that the disposition of its property shall at all times be
and remain within its control;


          
2.      The Purchaser understands that the Certificates
have not been and will not be registered under the Act and may not be resold or
transferred unless they are (a) registered pursuant to the Act or (b) sold or
transferred in transactions which are exempt from registration;


          
3.      The Purchaser has received a copy of the
Pooling and Servicing Agreement dated as of January 1, 2002 (the "Pooling and
Servicing Agreement") pursuant to which the Certificates are being sold, and
such other documents and information concerning the Certificates and the home
equity loans in which the Certificates represent interests which it has
requested;


          
4.      The Purchaser believes it has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Certificates and that it is able to
bear the economic risks of such an investment;




          
5.      The Purchaser (i) is not an employee benefit
plan subject to Section 406 of ERISA nor a plan or other arrangement subject to
Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of
the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using
the assets of any Plan to effect such purchase or (ii) in the event that any
Class X-IO or Class R Certificate is purchased by a Plan, or by a person or
entity acting on behalf of any Plan or using the assets of any Plan to effect
such purchase (including the assets of any Plan held in an insurance company
separate or general account), is delivering herewith an Opinion of Counsel,
acceptable to and in form and substance satisfactory to the Trustee, which
Opinion of Counsel shall not be at the expense of either the Trustee or the
Trust, to the effect that the purchase or holding of any Class X-IO or Class R
Certificates will not result in a prohibited transaction under ERISA and/or
Section 4975 of the Code, and will not subject the Trustee to any obligation or
liability in addition to those expressly undertaken under the Pooling and
Servicing Agreement. Notwithstanding anything else to the contrary herein, any
purported transfer of a Certificate to or on behalf of any Plan without the
delivery to the Trustee of an Opinion of Counsel as described above shall be
null and void and no effect;


          
6.      If the Purchaser sells any of the Certificates,
it will (i) obtain from any investor that purchases any Certificate from it a
letter substantially in the form of Exhibit I-1 or I-2 to the Pooling and
Servicing Agreement and (ii) to the extent required by the Pooling and Servicing
Agreement, cause an Opinion of Counsel to be delivered, addressed and
satisfactory to the Seller and the Trustee, to the effect that such sale is in
compliance with all applicable federal and state securities laws; and


          
7.      For purposes of the Certificate Register, its
address, including telecopier number and telephone number, is as
follows:


		
             
              
              
              
              
              
              


             
              
              
              
              
              
              

             
              
              
              
              
              
              

             
              
              
              
              
              
              


        telecopier:             
              
              

       telephone:             
              
              








          
8.      The purchase of the Certificates by the
Purchaser does not violate the provisions of the first sentence of Section
5.08(c) of the Pooling and Servicing Agreement.



        

1      Not required if the Purchaser is a broker/dealer.



          
IN WITNESS WHEREOF, the Purchaser has caused this letter to be executed by its
signatory, duly authorized, as of the date first above written.



		
[PURCHASER]



By:             
              
              
              

Name:             
              
              
              

Title:             
              
              
              











EXHIBIT I-2

FORM OF CERTIFICATE REGARDING TRANSFER

(Rule 144A)


[Date]


Bank One, National Association

1 Bank One Plaza, Suite IL1-0122

Chicago, Illinois  60670



Attention: Advanced Structured Products Services

		Re:	
Centex Home Equity Loan Trust 2002-A

Home Equity Loan Asset-Backed Certificates,

Class ___-_____ ("Certificates")







Dear Gentlemen or Ladies:


          
In connection with our purchase on the date hereof of the above-referenced
Certificates from ______________________ ("Seller"), we hereby certify
that:


          
1      We are acquiring the Certificates for our own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof in any manner which would violate the
Securities Act of 1933, as amended (the "Act"), provided that the disposition of
our property shall at all times be and remain within our control;


          
2      We understand that the Certificates have not
been and will not be registered under the Act and may not be resold or
transferred unless they are (a) registered pursuant to the Act or (b) sold or
transferred in transactions which are exempt from registration;


          
3      We have received a copy of the Pooling and
Servicing Agreement dated as of January 1, 2002 (the "Pooling and Servicing
Agreement") pursuant to which the Certificates are being sold, and such other
documents and information concerning the Certificates and the home equity loans
in which the Certificates represent interests which we have
requested;


          
4      We believe we have such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Certificates and that we are able to bear the
economic risks of such an investment;


          
5      If we sell any of the Certificates, at our
option, we will either (i) obtain from any institutional investor that purchases
any Certificate from us a certificate containing the same representations,
warranties and agreements contained in the foregoing paragraphs 1 through 4 and
this paragraph 5 or (ii) deliver an Opinion of Counsel to such institutional
investor, addressed and satisfactory to the Seller and the Trustee, to the
effect that such sale is in compliance with all applicable federal and state
securities laws;


          
6      We are acquiring the Certificates for our own
account and the source of funds is not an employee benefit plan subject to
Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of
ERISA nor a plan or other arrangement subject to Section 4975 of the Code
(collectively, a "Plan"), nor are we acting on behalf of any Plan nor using the
assets of any Plan to effect such acquisition or (ii) in the event that any
Class X-IO or Class R Certificate is purchased by a Plan, or by a person or
entity acting on behalf of any Plan or using the assets of any Plan to effect
such purchase (including the assets of any Plan held in an insurance company
separate or general account), we are delivering herewith an Opinion of Counsel,
acceptable to and in form and substance satisfactory to the Trustee, which
Opinion of Counsel shall not be at the expense of either the Trustee or the
Trust, to the effect that the purchase or holding of any Class X-IO or Class R
Certificates will not result in a prohibited transaction under ERISA and/or
Section 4975 of the Code, and will not subject the Trustee to any obligation or
liability in addition to those expressly undertaken under the Pooling and
Servicing Agreement. Notwithstanding anything else to the contrary herein, any
purported transfer of a Certificate to or on behalf of any Plan without the
delivery to the Trustee of an Opinion of Counsel as described above shall be
null and void and no effect;


          
7      For purposes of the Certificate Register, our
address, including telecopier number and telephone number, is as
follows:



		
             
              
              
              
              
              
              


             
              
              
              
              
              
              

             
              
              
              
              
              
              

             
              
              
              
              
              
              


        telecopier:             
              
              

       telephone:             
              
              







          
8      If we sell any of the Certificates, we will
obtain from any purchaser from us the same representations contained in the
foregoing paragraph 6 and this paragraph 8; and


          
9      Our purchase of the Certificates does not
violate the provisions of the first sentence of Section 5.08(c) of the Pooling
and Servicing Agreement.




          
IN WITNESS WHEREOF, we have signed this certificate as of the date first written
above.


		
By:            
             
            

Name:

Title:








EXHIBIT J


HOME EQUITY LOANS WITH DOCUMENT EXCEPTIONS


	Loan Number	Borrower Name 	Original Loan Amount 	Exception 









EXHIBIT M


FORM OF LETTER REGARDING REPORTING OBLIGATIONS UNDER THE

SECURITIES EXCHANGE ACT OF 1934

          ________, 200_


Bank One, National Association

1 Bank One Plaza, Suite IL1-0481

Chicago, Illinois  60670




		Re:	
Centex Home Equity Loan Trust 2002-A

Home Equity Loan Asset-Backed Certificates,

Series 2002-A           
              




Ladies and Gentlemen:


          
Pursuant to and in reference to Section 7.09(c) of the Pooling and Servicing
Agreement dated as of January 1, 2002 relating to the above referenced
Certificates, please note the following:


          
(a)      CIK Number for Centex Home Equity Loan Trust 2002-A (the
"Trust"):


          
(b)      CCC for the Trust:


          
In order to comply with the reporting obligations for the Trust under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Trustee
must file within 15 days following each Distribution Date a copy of the report
distributed by the Trustee to the Certificateholders in a current report on Form
8-K. Such reports provide all current information ordinarily of interest to the
Certificateholders. The Trustee must also report on a current report on Form 8-K
any significant occurrences during the reporting period that would be reportable
under Item 1, Item 2, Item 4 and Item 5. In addition, the Trustee should cause
the filing of an annual report on Form 10-K within 90 days following the end of
the Trust's fiscal year containing the following information:



		Part I, Item 3.		A description of any material pending litigation;





		Part I, Item 4. 		A description of any matters submitted to vote of Certificateholders;





		Part II, Item 5.		A statement of the number of Certificateholders and the principal market, if
any, in which the Certificates trade;





		Part II, Item 9.		A statement as to any changes in or disagreements with
the independent public accountants for the Trust;





		Part IV, Item 14.		A copy of the annual certificate of compliance by an
officer of the Servicer and any Subservicer, and the audit of the servicing by
the independent accounting firm.






The Trustee shall timely file the Form 10-K, and the Trustee
should file a Form 15 in accordance with Section 7.09(c) of the Pooling and
Servicing Agreement, deregistering the Trust and terminating the reporting
obligations under the Exchange Act.


All filings must be made through the Edgar System and all
acceptance slips from the filings should be saved as they will be needed for the
annual certificate.


		
CHEC FUNDING, LLC





By:            
             
            

Name:

Title:









EXHIBIT N


FORM OF LIQUIDATION REPORT


	(1)		Issue Name: 		$_______________





	(2) 		
Customer Name:

Loan Number:

Lien Position:		
$_______________

$_______________

$_______________





	(3) 		
Original Mortgage Amount:

Current Mortgage Amount:		
$_______________

$_______________






	(4)  		Interest Paid Through Date:		
$_______________







	(5)  		Liquidation Date:		
$_______________







	(6)  		Original Appraised Value:		
$_______________






	(7)  		
Most Recent Appraised Value:

Recent Appraisal Date:		
$_______________





	(8) 		Interest Rate: [     ]% 		
$_______________





	(9) 		Sale Price:  		
$_______________





	(10)  		Interest Carry:		
$_______________






	(11) 		Taxes Advances		
$_______________





	(12)



(13)



(14) 		
Maintenance Costs 



Legal Expenses:



Miscellaneous Expenses
		
$_______________



$_______________



$_______________





	(15)



(16) 		Net Proceeds:



Loss Severity Percentage: [     ]%
		
$_______________



$_______________










EXHIBIT O



REQUEST FOR RELEASE OF DOCUMENTS



__________________,



         


	TO:



Re: 		



Custodial Agreement, dated as of January 1, 2002, by and among Bank One,
National Association, not individually, but solely as trustee (the "Trustee"),
Centex Home Equity Company, LLC (the "Servicer") and Bank One Trust Company,
N.A. (together with any successor in interest or any successor appointed
hereunder, the "Custodian").




          
In connection with the administration of Home Equity Loans held by you as
Custodian for the Trustee, we request the release, and acknowledge receipt, of
the Note for the Home Equity Loan described below, for the reason indicated. The
Servicer hereby acknowledges that the Note or other documents released will be
held by it in trust for the benefit of the Trustee on behalf of the Trust. The
Servicer agrees that it will return to the Custodian the Note and other
documents when its need for such Note or other documents no longer exists but in
any event within any time period required by the Pooling and Servicing
Agreement.


Mortgagor's Name, Address and Zip Code:



Home Equity Loan Number:



Reason for Requesting Document: (check one)


	__ 	1.	Home Equity Loan Paid in Full.



          
(The Servicer hereby certifies that all amounts received in connection therewith
have been finally received by and credited to the Trust as required by the
Pooling and Servicing Agreement and Custodial Agreement).


	__ 	2.	Home Equity Loan Repurchased.



          
(The Servicer hereby certifies that the repurchase price has been finally
received by and credited to the Trust as required by the Pooling and Servicing
Agreement and Custodial Agreement).


	__ 	3.	Mortgage Loan Liquidation by _________________



          
(The Servicer hereby certifies that all proceeds of foreclosure, insurance or
other liquidation have been finally received and credited to the Trust as
required by the Pooling and Servicing Agreement and the Custodial
Agreement).


	__ 	4.	Mortgage Loan in Foreclosure.




	__ 	5.	Other (explain)       
             
    



          
If box 1, 2 or 3 above is checked, and if the Note was previously released to
us, please release to us our previous receipt on file.


          
If box 4 or 5 above is checked, upon our return of the Note to you as Custodian,
please acknowledge your receipt by signing in the space indicated below, and
returning this form.


		[Servicer]





          
           
        

Name:

 Title:








Documents returned to Custodian:


[BANK ONE TRUST COMPANY, NA]



          
           
        

Name:



SWEND

SWEND