EXHIBIT 4.1
                                  -----------

                        Pooling and Servicing Agreement

<PAGE>

                                                                 EXECUTION COPY

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






                                  CWABS, INC.,
                                   Depositor

                         COUNTRYWIDE HOME LOANS, INC.,
                                     Seller

                               PARK MONACO INC.,
                                     Seller

                                PARK SIENNA LLC,
                                     Seller

                      COUNTRYWIDE HOME LOANS SERVICING LP,
                                Master Servicer

                             THE BANK OF NEW YORK,
                                    Trustee

                                      and

                   THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                   Co-Trustee


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

                        POOLING AND SERVICING AGREEMENT

                           Dated as of March 1, 2005

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

                   ASSET-BACKED CERTIFICATES, SERIES 2005-AB1



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<TABLE>
<CAPTION>

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

                                                                                                             Page
                                                                                                             ----


                                                ARTICLE I.
                                               DEFINITIONS

<S>            <C>                                                                                            <C>
Section 1.01   Defined Terms...................................................................................5
Section 1.02   Certain Interpretive Provisions................................................................39

                                            ARTICLE II.
                    CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                                            WARRANTIES

Section 2.01   Conveyance of Mortgage Loans...................................................................40
Section 2.02   Acceptance by Trustee of the Mortgage Loans....................................................47
Section 2.03   Representations, Warranties and Covenants of the Master Servicer and the Sellers...............52
Section 2.04   Representations and Warranties of the Depositor................................................69
Section 2.05   Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases................71
Section 2.06   Authentication and Delivery of Certificates....................................................71
Section 2.07   Covenants of the Master Servicer...............................................................72

                                            ARTICLE III.
                           ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01   Master Servicer to Service Mortgage Loans......................................................72
Section 3.02   Subservicing; Enforcement of the Obligations of Master Servicer................................74
Section 3.03   Rights of the Depositor,  the Sellers, the  Certificateholders,  the NIM Insurer and the
               Trustee in Respect of the Master Servicer......................................................75
Section 3.04   Trustee to Act as Master Servicer..............................................................76
Section 3.05   Collection  of  Mortgage  Loan  Payments;  Certificate  Account;  Distribution  Account;
               Pre-Funding Account; Seller Shortfall Interest Requirement.....................................76
Section 3.06   Collection of Taxes, Assessments and Similar Items; Escrow Accounts............................80
Section 3.07   Access to Certain Documentation and Information Regarding the Mortgage Loans...................80
Section 3.08   Permitted  Withdrawals from the Certificate  Account,  Distribution  Account,  Carryover
               Reserve Fund and the Principal Reserve Fund....................................................81
Section 3.09   [Reserved].....................................................................................84
Section 3.10   Maintenance of Hazard Insurance................................................................84
Section 3.11   Enforcement of Due-On-Sale Clauses; Assumption Agreements......................................84
Section 3.12   Realization  Upon  Defaulted  Mortgage  Loans;  Determination  of  Excess  Proceeds  and
               Realized Losses; Repurchase of Certain Mortgage Loans..........................................86
Section 3.13   Co-Trustee to Cooperate; Release of Mortgage Files.............................................89
Section 3.14   Documents,  Records  and  Funds in  Possession  of  Master  Servicer  to be Held for the
               Trustee........................................................................................90


                                                        i

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Section 3.15   Servicing Compensation.........................................................................91
Section 3.16   Access to Certain Documentation................................................................91
Section 3.17   Annual Statement as to Compliance..............................................................91
Section 3.18   Annual Independent Public Accountants' Servicing Statement; Financial Statements...............92
Section 3.19   The Corridor Contract..........................................................................92
Section 3.20   Prepayment Charges.............................................................................93

                                            ARTICLE IV.
                         DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01   Advances; Remittance Reports...................................................................94
Section 4.02   Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls..........96
Section 4.03   [Reserved].....................................................................................96
Section 4.04   Distributions..................................................................................96
Section 4.05   Monthly Statements to Certificateholders......................................................101
Section 4.06   [Reserved]....................................................................................104
Section 4.07   [Reserved]....................................................................................104
Section 4.08   Carryover Reserve Fund........................................................................104
Section 4.09   [Reserved]....................................................................................105

                                             ARTICLE V.
                                          THE CERTIFICATES

Section 5.01   The Certificates..............................................................................105
Section 5.02   Certificate Register; Registration of Transfer and Exchange of Certificates...................106
Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates.............................................110
Section 5.04   Persons Deemed Owners.........................................................................111
Section 5.05   Access to List of Certificateholders' Names and Addresses.....................................111
Section 5.06   Book-Entry Certificates.......................................................................111
Section 5.07   Notices to Depository.........................................................................112
Section 5.08   Definitive Certificates.......................................................................112
Section 5.09   Maintenance of Office or Agency...............................................................113

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

Section 6.01   Respective Liabilities of the Depositor, the Master Servicer and the Sellers..................113
Section 6.02   Merger or Consolidation of the Depositor, the Master Servicer or the Sellers..................113
Section 6.03   Limitation on Liability of the  Depositor,  the Sellers,  the Master  Servicer,  the NIM
               Insurer and Others............................................................................114
Section 6.04   Limitation on Resignation of Master Servicer..................................................115
Section 6.05   Errors and Omissions Insurance; Fidelity Bonds................................................115


                                                    ii

<PAGE>


                                            ARTICLE VII.
                              DEFAULT; TERMINATION OF MASTER SERVICER

Section 7.01   Events of Default.............................................................................115
Section 7.02   Trustee to Act; Appointment of Successor......................................................117
Section 7.03   Notification to Certificateholders............................................................119

                                           ARTICLE VIII.
                             CONCERNING THE TRUSTEE AND THE CO-TRUSTEE

Section 8.01   Duties of Trustee.............................................................................119
Section 8.02   Certain Matters Affecting the Trustee.........................................................120
Section 8.03   Trustee Not Liable for Mortgage Loans.........................................................121
Section 8.04   Trustee May Own Certificates..................................................................122
Section 8.05   Master Servicer to Pay Trustee's Fees and Expenses............................................122
Section 8.06   Eligibility Requirements for Trustee..........................................................122
Section 8.07   Resignation and Removal of Trustee............................................................123
Section 8.08   Successor Trustee.............................................................................123
Section 8.09   Merger or Consolidation of Trustee............................................................124
Section 8.10   Appointment of Co-Trustee or Separate Trustee.................................................124
Section 8.11   Tax Matters...................................................................................125
Section 8.12   Co-Trustee....................................................................................128
Section 8.13   Access to Records of the Trustee..............................................................131
Section 8.14   Suits for Enforcement.........................................................................131

                                            ARTICLE IX.
                                            TERMINATION

Section 9.01   Termination upon Liquidation or Repurchase of all Mortgage Loans..............................131
Section 9.02   Final Distribution on the Certificates........................................................132
Section 9.03   Additional Termination Requirements...........................................................134

                                             ARTICLE X.
                                      MISCELLANEOUS PROVISIONS

Section 10.01  Amendment.....................................................................................135
Section 10.02  Recordation of Agreement; Counterparts........................................................136
Section 10.03  Governing Law.................................................................................137
Section 10.04  Intention of Parties..........................................................................137
Section 10.05  Notices.......................................................................................137
Section 10.06  Severability of Provisions....................................................................139
Section 10.07  Assignment....................................................................................139
Section 10.08  Limitation on Rights of Certificateholders....................................................139
Section 10.09  Inspection and Audit Rights...................................................................140
Section 10.10  Certificates Nonassessable and Fully Paid.....................................................140
Section 10.11  Rights of NIM Insurer.........................................................................140

                                               iii

<PAGE>


Exhibits
     EXHIBIT A-1           Form of Class A-1 Certificate
     EXHIBIT A-2           Form of Class A-2 Certificate
     EXHIBIT A-3           Form of Class A-3 Certificate
     EXHIBIT A-4           Form of Class M-1 Certificate
     EXHIBIT A-5           Form of Class M-2 Certificate
     EXHIBIT A-6           Form of Class M-3 Certificate
     EXHIBIT A-7           Form of Class M-4 Certificate
     EXHIBIT A-8           Form of Class M-5 Certificate
     EXHIBIT A-9           Form of Class M-6 Certificate
     EXHIBIT A-10          Form of Class M-7 Certificate
     EXHIBIT A-11          Form of Class B Certificate
     EXHIBIT B             Form of Class P Certificates
     EXHIBIT C             Form of Class C Certificates
     EXHIBIT D             Form of Class A-R Certificate
     EXHIBIT E             Form of Tax Matters Person Certificate (Class A-R)
     EXHIBIT F             Mortgage Loan Schedule
     EXHIBIT F-1           List of Mortgage Loans
     EXHIBIT F-2           Mortgage Loans for which All or a Portion of a Related Mortgage File is not
                               Delivered to the Trustee on or prior to the Closing Date
     EXHIBIT G             Forms of Certification of Trustee
     EXHIBIT G-1           Form of Initial Certification of Trustee (Initial Mortgage Loans)
     EXHIBIT G-2           Form of Interim Certification of Trustee
     EXHIBIT G-3           Form of Delay Delivery Certification
     EXHIBIT G-4           Form of Initial Certification of Trustee (Subsequent Mortgage Loans)
     EXHIBIT H             Form of Final Certification of Trustee
     EXHIBIT I             Transfer Affidavit for Class A-R Certificates
     EXHIBIT J-1           Form of Transferor Certificate for Class A-R Certificates
     EXHIBIT J-2           Form of Transferor Certificate for Private Certificates
     EXHIBIT K             Form of Investment Letter (Non-Rule 144A)
     EXHIBIT L             Form of Rule 144A Letter
     EXHIBIT M             Form of Request for Document Release
     EXHIBIT N             Form of Request for File Release
     EXHIBIT O             Copy of Depository Agreement
     EXHIBIT P             Form of Subsequent Transfer Agreement
     EXHIBIT Q             Form of Corridor Contract
     EXHIBIT R-1           Form of Corridor Contract Assignment Agreement
     EXHIBIT R-2           Form of Corridor Contract Administration Agreement
     EXHIBIT S             [Reserved]
     EXHIBIT T             Form of Officer's Certificate with respect to Prepayments
     EXHIBIT U             [Reserved]

     SCHEDULE I                     Prepayment Charge Schedule and Prepayment Charge Summary
     SCHEDULE II                    Collateral Schedule


                                       iv
</TABLE>

<PAGE>


     POOLING AND SERVICING AGREEMENT, dated as of March 1, 2005, by and among
CWABS, INC., a Delaware corporation, as depositor (the "Depositor"),
COUNTRYWIDE HOME LOANS, INC., a New York corporation, as a seller ("CHL" or a
"9eller"), PARK MONACO INC., a Delaware corporation, as a seller ("Park Monaco"
or a "Seller"), PARK SIENNA LLC, a Delaware limited liability company, as a
seller ("Park Sienna" or a "Seller", and together with CHL and Park Monaco, the
"Sellers"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership,
as master servicer (the "Master Servicer"), THE BANK OF NEW YORK, a New York
banking corporation, as trustee (the "Trustee"), and THE BANK OF NEW YORK TRUST
COMPANY, N.A., a national banking association, as co-trustee (the
"Co-Trustee").

                          PRELIMINARY STATEMENT

     The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates. For federal income tax purposes,
the Trust Fund (exclusive of the Carryover Reserve Fund and the Pre-Funding
Account and the Trust Fund's rights with respect to payments received under the
Corridor Contract), will consist of three real estate mortgage investment
conduits (each a "REMIC" or, in the alternative, "REMIC 1," "REMIC 2" and the
"Master REMIC," respectively). Each Certificate, other than the Class A-R
Certificate, will represent ownership of one or more regular interests in the
Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate
represents ownership of the sole class of residual interest in each of REMIC 1,
REMIC 2 and the Master REMIC. The Master REMIC will hold as assets the several
classes of uncertificated REMIC 2 Interests (other than the R-2 Interest).
REMIC 2 will hold as assets the several classes of uncertificated REMIC 1
Interests (other than the R-1 Interest). REMIC 1 will hold as assets all the
property of the Trust Fund (excluding the Carryover Reserve Fund and the
Pre-Funding Account and the Trust Fund's rights with respect to payments
received under the Corridor Contract). For federal income tax purposes, each
REMIC 2 and REMIC 1 Interest (other than the R-1 Interest and the R-2 Interest)
is hereby designated as a regular interest in its respective REMIC. The latest
possible maturity date of all REMIC regular interests created in this Agreement
shall be the Latest Possible Maturity Date.

     REMIC 1:

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


<PAGE>



                                                 Initial        Pass-Through
        REMIC 1 Interests                        Balance            Rate
        -----------------------------------  -------------    -----------------
        I................................         (1)               (5)
        S................................         (2)               (6)
        X................................         (3)               (7)
        R-1..............................         (4)               (4)

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

(1)  The principal balance of this Interest is the principal balance of all
     the Initial Mortgage Loans.

(2)  The principal balance of this Interest is the principal balance of all
     the Subsequent Mortgage Loans.

(3)  This REMIC 1 Interest pays no principal.

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

(5)  The interest rate for this Interest with respect to any Distribution Date
     (and the related Accrual Period) through the Distribution Date in June
     2005 is a per annum rate equal to the weighted average of the Adjusted
     Net Mortgage Rates of the Initial Mortgage Loans. For any Distribution
     Date (and the related Accrual Period) following the Distribution Date in
     June 2005, the interest rate for this Interest is a per annum rate equal
     to the weighted average of the Adjusted Net Mortgage Rates of all of the
     Mortgage Loans.

(6)  The interest rate for this Interest with respect to any Distribution Date
     (and the related Accrual Period) through the Distribution Date in June
     2005 is a per annum rate equal to 0.00%. For any Distribution Date (and
     the related Accrual Period) following the Distribution Date in June 2005,
     the interest rate for this Interest is a per annum rate equal to the
     weighted average of the Adjusted Net Mortgage Rates of all of the
     Mortgage Loans.

(7)  For any Distribution Date (and the related Accrual Period) through the
     Distribution Date in June 2005, this Interest is entitled to all the
     interest payable with respect to the Subsequent Mortgage Loans. For any
     Distribution Date (and the related Accrual Period) following the
     Distribution Date in June 2005, the interest rate for this Interest is a
     per annum rate equal to 0.00%.

     On each Distribution Date, the Interest Remittance Amount and Principal
Remittance Amount shall be distributed with respect to the REMIC 1 Interests
in the following manner:

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


                                      2
<PAGE>

     (2) Principal. For any Distribution Date (and the related Accrual Period)
through the Distribution Date in May 2005, the Principal Distribution Amount
with respect to the Initial Mortgage Loans shall be allocated to the "I" REMIC
1 Interest, and the Principal Distribution Amount with respect to the
Subsequent Mortgage Loans shall be allocated to the "S" REMIC 1 Interest. For
any Distribution Date (and the related Accrual Period) after the Distribution
Date in May 2005, the Principal Distribution Amount with respect to all of the
Mortgage Loans shall be allocated in proportion to the balance of the I and S
REMIC 1 Interests.

REMIC 2:

     The REMIC 2 Interests will have the initial balances, pass-through rates
and corresponding class certificates as set forth in the following table:

<TABLE>
<CAPTION>
                                                                                          Corresponding
                                                                       Pass-Through         Class of
The REMIC 2 Interests                             Initial Balance          Rate           Certificates
--------------------------------------------     -----------------  -------------------  ---------------
<S>                                                    <C>                  <C>            <C>
A-1.........................................           (1)                  (2)            Class A-1
A-2.........................................           (1)                  (2)            Class A-2
A-3.........................................           (1)                  (2)            Class A-3
M-1.........................................           (1)                  (2)            Class M-1
M-2.........................................           (1)                  (2)            Class M-2
M-3.........................................           (1)                  (2)            Class M-3
M-4.........................................           (1)                  (2)            Class M-4
M-5.........................................           (1)                  (2)            Class M-5
M-6.........................................           (1)                  (2)            Class M-6
M-7.........................................           (1)                  (2)            Class M-7
$100........................................          $100                  (3)            Class A-R
B...........................................           (1)                  (2)             Class B
P...........................................          $100                  (3)             Class P
Accrual.....................................           (1)                  (2)               N/A
X...........................................           (4)                  (4)             Class C
R-2.........................................           (5)                  (5)               N/A
</TABLE>
---------------
(1)  Except for the Accrual Interest, this REMIC 2 Interest has a principal
     balance that is initially equal to 50% of its Corresponding Certificate
     Class issued by the Master REMIC. Principal payments, both scheduled and
     prepaid, Realized Losses, Subsequent Recoveries and interest accruing on
     the Accrual Interest will be allocated to this class to maintain its size
     relative to its Corresponding Certificate Class (that is, 50%) with any
     excess payments of principal, Realized Losses and Subsequent Recoveries
     being allocated to the Accrual Interest in such manner as to cause the
     principal balance of the Accrual Interest to have a principal balance
     equal to (a) 50% of the principal balance of the Mortgage Loans plus (b)
     50% of the Overcollateralized Amount for such Distribution Date.

(2)  On each Distribution Date, the Net Rate Cap.


                                      3
<PAGE>


(3)  The Class $100 Interest and the Class P Interest do not pay any interest.
     All Prepayment Charges will be allocated to the Class P Interest.

(4)  On each Distribution Date, the REMIC 2 Class X Interest is entitled to
     all interest payable on the REMIC 1 X Interest.

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

     On each Distribution Date, the Interest Remittance Amount and the
Principal Remittance Amount payable on the REMIC 1 Regular Interests shall be
distributed with respect to the REMIC 2 Interests in the following manner:

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

     (2) Principal. Principal shall be allocated among the REMIC 2 Interests
     in the same manner that such items are allocated among their
     corresponding Certificate Classes.

Master REMIC:

     The Master REMIC Certificates will have the original certificate
principal balances and pass-through rates as set forth in the following table:

                                  Original Certificate
Class                               Principal Balance        Pass-Through Rate
-----------------------------   -------------------------   -------------------
Class A-1....................         $  533,375,000                (1)
Class A-2....................         $  457,919,000                (1)
Class A-3....................         $   82,706,000                (1)
Class M-1....................         $   24,600,000                (1)
Class M-2....................         $   24,000,000                (1)
Class M-3....................         $   13,200,000                (1)
Class M-4....................         $   13,200,000                (1)
Class M-5....................         $   13,200,000                (1)
Class M-6....................         $   12,000,000                (1)
Class M-7....................         $   12,000,000                (1)
Class B......................         $   12,000,000                (1)
Class C......................                     (2)               (3)
Class P......................                   $100                (4)
Class A-R....................                   $100                (5)

---------------
(1)  The Certificates will accrue interest at the related Pass-Through Rates
     identified in this Agreement. For federal income tax purposes, the
     Pass-Through Rate in respect of each Certificate shall be subject to a
     cap equal to the Net Rate Cap. Any entitlement of any Class of
     Certificates to Net Rate Carryover will be treated as paid by the Master
     REMIC to the Class C Certificates and then paid to such Class of
     Certificates pursuant to a limited recourse cap contract as described in
     Section 8.11 herein.


                                      4
<PAGE>

(2)  The Class C Certificates have no Certificate Principal Balance.

(3)  For each Interest Accrual Period the Class C Certificates are entitled to
     an amount (the "Class C Distributable Amount") equal to the sum of (a)
     the interest payable on the REMIC 2 X Interest and (b) a specified
     portion of the interest on the REMIC 1 "I" and "S" Interests equal to the
     excess of the Net Rate Cap over the product of two and the weighted
     average interest rate of the REMIC 2 Regular Interests (other than the P,
     R-2 and X Interests) with each such Class other than the Accrual
     Interest, subject to a cap equal to the Pass-Through Rate of the
     Corresponding Master REMIC Class and the Accrual Interest subject to a
     cap of 0.00%. The Pass-Through Rate of the Class C Certificates shall be
     a rate sufficient to entitle the class to all interest accrued on the
     REMIC 1 "I" and "S" Interests less the interest accrued on the other
     Certificates issued by the Master REMIC. The Class C Distributable Amount
     for any Distribution Date is payable from current interest on the
     Mortgage Loans.

(4)  For each Distribution Date the Class P Certificates are entitled to all
     Prepayment Charges distributed with respect to the REMIC 2 Class P
     Interests.

(5)  The Class A-R Certificates represent the sole class of residual interest
     in each REMIC created hereunder. The Class A-R Certificates are not
     entitled to distributions of interest.

The foregoing REMIC structure is intended to cause all of the cash from the
Mortgage Loans to flow through to the Master REMIC as cash flow on a REMIC
regular interest, without creating any shortfall--actual or potential (other
than for credit losses)--to any REMIC regular interest. It is not intended
that the Class A-R be entitled to any cash flows pursuant to this agreement
except as provided in Section 3.08 hereunder. To the extent that the structure
is believed to diverge from such intention the Trustee will resolve
ambiguities to accomplish such result and will to the extent necessary rectify
any drafting errors or seek clarification to the structure without
Certificateholder approval (but with guidance of counsel selected by it with
due care and which has substantial experience with similar REMIC structures)
to accomplish such intention.

                                  ARTICLE I.
                                  DEFINITIONS

          Section 1.01  Defined Terms.
                        --------------

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

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


                                      5
<PAGE>

calculations of interest on the Class C Certificates will be made on the basis
of a 360-day year consisting of twelve 30-day months.

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

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

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

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

          Amount Held for Future Distribution: As to any Distribution Date,
the aggregate amount held in the Certificate Account at the close of business
on the immediately preceding Determination Date on account of (i) all
Scheduled Payments or portions thereof received in respect of the Mortgage
Loans due after the related Due Date, (ii) Principal Prepayments received in
respect of such Mortgage Loans after the last day of the related Prepayment
Period and (iii) Liquidation Proceeds and Subsequent Recoveries received in
respect of such Mortgage Loans after the last day of the related Due Period.

          Applied Realized Loss Amount: With respect to any Distribution Date,
the sum of the Realized Losses with respect to the Mortgage Loans which are to
be applied in reduction of the Certificate Principal Balances of the
Subordinate Certificates pursuant to this Agreement, which shall equal the
amount, if any, by which the aggregate Certificate Principal Balance of the
Senior Certificates and the Subordinate Certificates (after all distributions
of principal on such Distribution Date) exceeds the sum of (x) the Stated
Principal Balance of the Mortgage Loans for such Distribution Date and (y) the
amount on deposit in the Pre-Funding Account, if any.

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

          Bankruptcy Code: Title 11 of the United States Code.


                                      6
<PAGE>

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

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

          Carryover Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.08 in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-AB1". Funds in the Carryover Reserve Fund shall be
held in trust for the Certificateholders for the uses and purposes set forth
in this Agreement.

          Certificate: Any one of the certificates of any Class executed and
authenticated by the Trustee in substantially the forms attached hereto as
Exhibits A-1 through A-11, Exhibit B, Exhibit C, Exhibit D and Exhibit E.

          Certificate Account: The separate Eligible Account created and
initially maintained by the Master Servicer pursuant to Section 3.05(b) with a
depository institution in the name of the Master Servicer for the benefit of
the Trustee on behalf of the Certificateholders and designated "Countrywide
Home Loans Servicing LP in trust for registered Holders of CWABS, Inc.,
Asset-Backed Certificates, Series 2005-AB1". Funds in the Certificate Account
shall be held in trust for the Certificateholders for the uses and purposes
set forth in this Agreement.

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

          Certificate Principal Balance: As to any Certificate (other than the
Class C Certificates) and as of any Distribution Date, the Initial Certificate
Principal Balance of such Certificate (A) less the sum of (i) all amounts
distributed with respect to such Certificate in reduction of the Certificate
Principal Balance thereof on previous Distribution Dates pursuant to Section
4.04, and (ii) with respect to any Subordinate Certificates, any Applied
Realized Loss Amounts allocated to such Certificate on previous Distribution
Dates pursuant to Section 4.04(h), and (B) increased by, with respect to any
Subordinate Certificates, any Subsequent Recoveries allocated to such
Certificate pursuant to Section 4.04(i) on such Distribution Date. References
herein to the Certificate Principal Balance of a Class of Certificates shall
mean the Certificate Principal Balances of all Certificates in such Class. The
Class C Certificates do not have a Certificate Principal Balance. With respect
to any Certificate (other than the Class C Certificates) of a Class and any
Distribution Date, the portion of the Certificate Principal Balance of such
Class represented by such Certificate equal to the product of the Percentage
Interest evidenced by such Certificate and the Certificate Principal Balance
of such Class.


                                      7
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                      8
<PAGE>

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

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

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

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

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

          Class M-4 Certificate: Any Certificate designated as a "Class M-4
Certificate" on the face thereof, in the form of Exhibit A-7 hereto,
representing the right to distributions as set forth herein.

          Class M-5 Certificate: Any Certificate designated as a "Class M-5
Certificate" on the face thereof, in the form of Exhibit A-8 hereto,
representing the right to distributions as set forth herein.

          Class M-6 Certificate: Any Certificate designated as a "Class M-6
Certificate" on the face thereof, in the form of Exhibit A-9 hereto,
representing the right to distributions as set forth herein.

          Class M-7 Certificate: Any Certificate designated as a "Class M-7
Certificate" on the face thereof, in the form of Exhibit A-10 hereto,
representing the right to distributions as set forth herein.

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

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

          Class Principal Distribution Amount: With respect to any Class of
Interest-Bearing Certificates and any Distribution Date, the excess of (i) the
sum of (a) the aggregate Certificate Principal Balance of any outstanding
Class(es) of Interest-Bearing Certificates senior to the subject Class (after
taking into account distribution of the Class Principal Distribution Amount(s)
for those more senior Class(es) of Interest-Bearing Certificates for such
Distribution Date) and (b) the Certificate Principal Balance of the subject
Class of Interest-Bearing


                                      9
<PAGE>


Certificates immediately prior to such Distribution Date, over (ii) the lesser
of (x) the product of (A) 100% less the Stepdown Target Subordination
Percentage for the subject Class of Interest-Bearing Certificates and (B) the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date minus the OC Floor; provided, however, that with
respect to any Class of Subordinate Certificates, if that Class is the only
Class of Subordinate Certificates outstanding on such Distribution Date, that
Class will be entitled to receive the entire remaining Principal Distribution
Amount until the Certificate Principal Balance thereof is reduced to zero.

          For purposes of the Class Principal Distribution Amount, (i) the
Class A Certificates shall be treated as if they were a single Class of
Certificates, and (ii) the Class A Certificates are senior to the Class M and
Class B Certificates and each Class of Class M Certificates is senior to the
Class B Certificates and to each Class of Class M Certificates, if any, that
has a higher numerical designation than such Class.

          Closing Date: March 29, 2005.

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

          Collateral Schedule: Schedule II hereto.

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

          Confirmation: The Confirmation with a trade date of March 14, 2005
evidencing a transaction between the Corridor Contract Counterparty and CHL
relating to the Corridor Contract.

          Covered Mortgage Loan: A Mortgage Loan listed on the Mortgage Loan
Schedule as being covered by the Mortgage Insurance Policy.

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

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

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


                                      10
<PAGE>

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

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

          Corridor Contract Counterparty: JPMorgan Chase Bank, N.A. and its
successors.

          Corridor Contract Termination Date: With respect to the Corridor
Contract, the Distribution Date in August 2009.

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

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

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

             April 2007 -- March 2008........ 0.75% with respect to April 2007,
                                              plus an additional 1/12th of
                                              0.50% for each month thereafter

             April 2008 -- March 2009........ 1.25% with respect to April 2008,
                                              plus an additional 1/12th of
                                              0.75% for each month thereafter

             April 2009 -- March 2009........ 2.00% with respect to April 2009,
                                              plus an additional 1/12th of
                                              0.50% for each month thereafter

             April 2010 -- March 2010........ 2.50% with respect to April 2010,
                                              plus an additional 1/12th of
                                              0.25% for each month thereafter

             April 2011 and thereafter....... 2.75%

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


                                      11
<PAGE>

          Cut-off Date: In the case of any Initial Mortgage Loan, the later of
(x) March 1, 2005 and (y) the date of origination of such Mortgage Loan (the
"Initial Cut-off Date"), and in the case of any Subsequent Mortgage Loan, the
later of (x) the first day of the month of the related Subsequent Transfer
Date and (y) the date of origination of such Subsequent Mortgage Loan (the
related "Subsequent Cut-off Date"). When used with respect to any Mortgage
Loan "the Cut-off Date" shall mean the related Cut-off Date.

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

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

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

          Definitive Certificates: As defined in Section 5.06.

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


                                      12
<PAGE>

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

          Delinquency Trigger Event: With respect to a Distribution Date on or
after the Stepdown Date exists the Rolling Sixty-Day Delinquency Rate equals
or exceeds the product of 30.00% and the Senior Enhancement Percentage for
such Distribution Date.

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

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

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

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

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

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

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

          Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(c) in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York, in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-AB1". Funds in the Distribution Account shall be
held in trust for the Certificateholders for the uses and purposes set forth
in this Agreement.


                                      13
<PAGE>

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

          Distribution Date: The 25th day of each month, or if such day is not
a Business Day, on the first Business Day thereafter, commencing in April
2005.

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

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

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

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

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

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

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

          Escrow Account: As defined in Section 3.06 hereof.


                                      14
<PAGE>

          Event of Default: As defined in Section 7.01 hereof.

          Excess Cashflow: With respect to any Distribution Date the sum of
(x) the amount remaining as set forth in Section 4.04(a)(3) and (y) the amount
remaining as set forth in Section 4.04(b)(1)(C) or 4.04(b)(2)(C), as
applicable.

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

          Expense Fee Rate: With respect to any Mortgage Loan, the sum of (i)
the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) with respect to a
Covered Mortgage Loan, the applicable Mortgage Insurance Premium Rate.

          Extra Principal Distribution Amount: With respect to any
Distribution Date on or after the Distribution Date in July 2005, is the
lesser of (1) the Overcollateralization Deficiency Amount and (2) the Excess
Cashflow available for payment thereof in the priority set forth in this
Agreement.

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

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

          Fitch: Fitch, Inc. and its successors.

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

          Funding Period: The period from the Closing Date to and including
the earlier to occur of (x) the date the amount in the Pre-Funding Account is
less than $25,000 and (y) May 16, 2005.

          Gross Margin: The percentage set forth in the related Mortgage Note
for the Mortgage Loans to be added to the Index for use in determining the
Mortgage Rate on each Adjustment Date, and which is set forth in the Mortgage
Loan Schedule for the Mortgage Loans.

          Index: As to any Mortgage Loan on any Adjustment Date related
thereto, the index for the adjustment of the Mortgage Rate set forth as such
in the related Mortgage Note, such index in general being the average of the
London interbank offered rates for six-month U.S.


                                      15
<PAGE>

dollar deposits in the London market, as set forth in The Wall Street Journal,
as most recently announced as of a date 45 days prior to such Adjustment Date
or, if the Index ceases to be published in The Wall Street Journal or becomes
unavailable for any reason, then the Index shall be a new index selected by
the Master Servicer, based on comparable information.

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

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

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

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

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

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

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

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

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

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


                                      16
<PAGE>

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

          Interest Determination Date: With respect to the first Accrual
Period for the Interest-Bearing Certificates, March 25, 2005. With respect to
any Accrual Period for the Interest-Bearing Certificates thereafter, the
second LIBOR Business Day preceding the commencement of such Accrual Period.

          Interest Funds: With respect to any Distribution Date, the Interest
Remittance Amount for such Distribution Date, less the Trustee Fee for such
Distribution Date and the Mortgage Insurance Premium for such Distribution
Date.

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

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

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

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

          Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan that has been liquidated through deed-in-lieu of
foreclosure, foreclosure sale, trustee's sale or other realization as provided
by applicable law governing the real property subject to the related Mortgage
and any security agreements and as to which the Master Servicer has certified
(in accordance with Section 3.12) in the related Prepayment Period that it has
received all amounts it expects to receive in connection with such
liquidation.

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


                                      17
<PAGE>

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

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

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

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

           ------------------------------------------------------------
                 Class               Margin (1)           Margin (2)
           ------------------------------------------------------------
           Class A-1..............    0.100%               0.200%
           ------------------------------------------------------------
           Class A-2..............    0.210%               0.420%
           ------------------------------------------------------------
           Class A-3..............    0.300%               0.600%
           ------------------------------------------------------------
           Class M-1..............    0.420%               0.630%
           ------------------------------------------------------------
           Class M-2..............    0.440%               0.660%
           ------------------------------------------------------------
           Class M-3..............    0.480%               0.720%
           ------------------------------------------------------------
           Class M-4..............    0.600%               0.900%
           ------------------------------------------------------------
           Class M-5..............    0.650%               0.975%
           ------------------------------------------------------------
           Class M-6..............    0.730%               1.095%
           ------------------------------------------------------------
           Class M-7..............    1.250%               1.875%
           ------------------------------------------------------------
           Class B................    1.500%               2.250%
           ------------------------------------------------------------

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

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

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

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

          Master Servicer Prepayment Charge Payment Amount: The amounts (i)
payable by the Master Servicer in respect of any Prepayment Charges waived
other than in accordance with the standard set forth in the first sentence of
Section 3.20(a), or (ii) collected from the Master Servicer in respect of a
remedy for the breach of the representation made by CHL set forth in Section
3.20(c).


                                      18
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

          Mortgage Insurance Policy: The Mortgage Insurance Policy issued by
PMI Mortgage Insurance Company with respect to certain Mortgage Loans
identified in the Mortgage Loan Schedule.

          Mortgage Insurance Premium: The premium payable on the Mortgage
Insurance Policy on each Distribution Date and amounts due for premium taxes
with respect to West Virginia and Kentucky.

          Mortgage Insurance Premium Rate: With respect to a Covered Mortgage
Loan and any Distribution Date, the per annum rate equal to a fraction
(expressed as a percentage), the numerator of which is equal to the portion of
the Mortgage Insurance Premium payable with respect to such Distribution Date
attributable to such Covered Mortgage Loan multiplied by


                                      19
<PAGE>


twelve and the denominator of which is equal to the Stated Principal Balance
of such Covered Mortgage Loan.

          Mortgage Insurer: PMI Mortgage Insurance Company or any replacement
Mortgage Insurer, as applicable.

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

                  (i)   the loan number;

                  (ii)  [Reserved];

                  (iii) the Appraised Value;

                  (iv)  the Initial Mortgage Rate;

                  (v)   the maturity date;

                  (vi)  the original principal balance;

                  (vii) the Cut-off Date Principal Balance;

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

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

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

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

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

                  (xiii) the purpose of the Mortgage Loan;

                  (xiv) the frequency of each Adjustment Date;

                  (xv)  the next Adjustment Date;


                                      20
<PAGE>

                  (xvi)  the Maximum Mortgage Rate;

                  (xvii) the Minimum Mortgage Rate;

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

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

                  (xx)  the Gross Margin;

                  (xxi) a code indicating if such Mortgage Loan is a
          Covered Mortgage Loan and the rate for the Mortgage Insurance
          Premium, if applicable;

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

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

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

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

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

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

          Mortgage Rate: The annual rate of interest borne by a Mortgage Note
from time to time.

          Mortgaged Property: The underlying property securing a Mortgage
Loan.


                                      21
<PAGE>

          Mortgagor: The obligors on a Mortgage Note.

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

          Net Rate Cap: With respect to any Distribution Date, the weighted
average Adjusted Net Mortgage Rate of the Mortgage Loans for such Distribution
Date, adjusted to an effective rate reflecting the calculation of interest on
the basis of the actual number of days elapsed during the related Accrual
Period and a 360-day year.

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

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

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

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

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

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


                                      22
<PAGE>

signed by a Servicing Officer, as the case may be, and delivered to the
Depositor and the Trustee, as the case may be, as required by this Agreement.

          One-Month LIBOR: With respect to any Accrual Period for the
Interest-Bearing Certificates, the rate determined by the Trustee on the
related Interest Determination Date on the basis of the rate for U.S. dollar
deposits for one month that appears on Telerate Screen Page 3750 as of 11:00
a.m. (London time) on such Interest Determination Date; provided that the
parties hereto acknowledge that One-Month LIBOR calculated for the first
Accrual Period for the Interest-Bearing Certificates shall equal 2.42% per
annum. If such rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer offered,
such other service for displaying One-Month LIBOR or comparable rates as may
be reasonably selected by the Trustee), One-Month LIBOR for the applicable
Accrual Period for the Interest-Bearing Certificates will be the Reference
Bank Rate. If no such quotations can be obtained by the Trustee and no
Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR
applicable to the preceding Accrual Period for the Interest-Bearing
Certificates.

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

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

          Optional Termination Date: The first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans is less than or equal
to 10% of the sum of the aggregate Cut-off Date Principal Balance of the
Initial Mortgage Loans and the Pre-Funded Amount.

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

          OTS: The Office of Thrift Supervision.

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

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


                                      23
<PAGE>

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

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

          Overcollateralization Deficiency Amount: With respect to any
Distribution Date, the amount, if any, by which the Overcollateralization
Target Amount exceeds the Overcollateralized Amount for such Distribution Date
(after giving effect to distributions in respect of the Principal Remittance
Amount on such Distribution Date).

          Overcollateralization Target Amount: With respect to each
Distribution Date (a) prior to the Distribution Date in July 2005, 0%, (b) on
and after the Distribution Date in July 2005 and prior to the Stepdown Date,
an amount equal to 1.10% of the sum of the Cut-off Date Principal Balance of
the Initial Mortgage Loans and the Pre-Funded Amount and (c) on or after the
Stepdown Date, an amount equal to the greater of (i) 2.20% of the aggregate
Stated Principal Balance of the Mortgage Loans for the current Distribution
Date, and (ii) the OC Floor; provided that if a Trigger Event is in effect on
any Distribution Date, the Overcollateralization Target Amount for that
Distribution Date will be the Overcollateralization Target Amount as in effect
for the prior Distribution Date.

          Overcollateralized Amount: With respect to any Distribution Date the
amount, if any, by which (x) the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and any remaining amounts on deposit
in the Pre-Funding Account exceeds (y) the aggregate Certificate Principal
Balance of the Senior Certificates and the Subordinate Certificates as of such
Distribution Date (after giving effect to distributions in respect of the
Principal Remittance Amounts on such Distribution Date).

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

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

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

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

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


                                      24
<PAGE>

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

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

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

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

                  (ii)  general obligations of or obligations guaranteed by any
          state of the United States or the District of Columbia receiving the
          highest long-term debt rating of each Rating Agency, or such lower
          rating as each Rating Agency has confirmed in writing is sufficient
          for the ratings originally assigned to the Certificates by such
          Rating Agency;

                  (iii) commercial or finance company paper which is then
          receiving the highest commercial or finance company paper rating of
          each Rating Agency, or such lower rating as each Rating Agency has
          confirmed in writing is sufficient for the ratings originally
          assigned to the Certificates by such Rating Agency;

                  (iv)  certificates of deposit, demand or time deposits, or
          bankers' acceptances issued by any depository institution or trust
          company incorporated under the laws of the United States or of any
          state thereof and subject to supervision and examination by federal
          and/or state banking authorities, provided that the commercial paper
          and/or long term unsecured debt obligations of such depository
          institution or trust company (or in the case of the principal
          depository institution in a holding company system, the commercial
          paper or long-term unsecured debt obligations of such holding
          company, but only if Moody's is not a Rating Agency) are then rated
          one of the two highest long-term and the highest short-term ratings
          of each such Rating Agency for such securities, or such lower ratings
          as each Rating Agency has confirmed in writing is sufficient for the
          ratings originally assigned to the Certificates by such Rating
          Agency;

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

                  (vi)  securities (other than stripped bonds, stripped coupons
          or instruments sold at a purchase price in excess of 115% of the face
          amount thereof)


                                      25
<PAGE>

          bearing interest or sold at a discount issued by any corporation
          incorporated under the laws of the United States or any state
          thereof which, at the time of such investment, have one of the two
          highest long term ratings of each Rating Agency (except (x) if the
          Rating Agency is Moody's, such rating shall be the highest
          commercial paper rating of S&P for any such securities) and (y), or
          such lower rating as each Rating Agency has confirmed in writing is
          sufficient for the ratings originally assigned to the Certificates
          by such Rating Agency;

                  (vii) interests in any money market fund which at the date of
          acquisition of the interests in such fund and throughout the time
          such interests are held in such fund has the highest applicable long
          term rating by each Rating Agency or such lower rating as each Rating
          Agency has confirmed in writing is sufficient for the ratings
          originally assigned to the Certificates by such Rating Agency;

                  (viii) short term investment funds sponsored by any trust
          company or national banking association incorporated under the laws
          of the United States or any state thereof which on the date of
          acquisition has been rated by each Rating Agency in their respective
          highest applicable rating category or such lower rating as each
          Rating Agency has confirmed in writing is sufficient for the ratings
          originally assigned to the Certificates by such Rating Agency; and

                  (ix)  such other relatively risk free investments having a
          specified stated maturity and bearing interest or sold at a discount
          acceptable to each Rating Agency as will not result in the
          downgrading or withdrawal of the rating then assigned to the
          Certificates by any Rating Agency, as evidenced by a signed writing
          delivered by each Rating Agency and reasonably acceptable to the NIM
          Insurer as evidenced by a signed writing delivered by the NIM
          Insurer;

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


                                      26
<PAGE>

          Permitted Transferee: Any Person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality
of any of the foregoing, (ii) a foreign government, International Organization
or any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers' cooperatives described in section 521 of
the Code) that is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by section 511 of the Code on unrelated business taxable
income) on any excess inclusions (as defined in section 860E(c)(1) of the
Code) with respect to any Class A-R Certificate, (iv) rural electric and
telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) an
"electing large partnership" as defined in section 775 of the Code, (vi) a
Person that is not a citizen or resident of the United States, a corporation,
partnership, or other entity (treated as a corporation or a partnership for
federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, or an estate
whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
Persons have authority to control all substantial decisions of the trustor
unless such Person has furnished the transferor and the Trustee with a duly
completed Internal Revenue Service Form W-8ECI, and (vii) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Class A-R Certificate to such Person may cause
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are Outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and,
with the exception of the Federal Home Loan Mortgage Corporation, a majority
of its board of directors is not selected by such government unit.

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

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

          Pre-Funded Amount: The amount deposited in the Pre-Funding Account
on the Closing Date, which shall equal $106,180,719.18.

          Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of the Trustee
for the benefit of the Certificateholders and designated "The Bank of New
York, in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-AB1." Funds in the Pre-Funding Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this Agreement and shall not be a part of any REMIC created hereunder,
provided, however that any investment income earned from Permitted Investments
made with funds in the Pre-Funding Account will be for the account of CHL.


                                      27
<PAGE>

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

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

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

          Prepayment Charge Schedule: As of the Initial Cut-off Date with
respect to each Initial Mortgage Loan and as of the Subsequent Cut-off Date
with respect to each Subsequent Mortgage Loan, a list attached hereto as
Schedule I (including the Prepayment Charge Summary attached thereto), setting
forth the following information with respect to each Prepayment Charge:

                  (i)   the Mortgage Loan identifying number;

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

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

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

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

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

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

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

          Prepayment Interest Shortfall: With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a partial Principal
Prepayment or a Principal Prepayment in full during the period from the
beginning of the related Prepayment Period to the Due Date in


                                      28
<PAGE>

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

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

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

          Principal Distribution Amount: With respect to each Distribution
Date, the sum of (i) the Principal Remittance Amount for such Distribution
Date and (ii) the Extra Principal Distribution Amount for such Distribution
Date, and (iii) with respect to the Distribution Date immediately following
the end of the Funding Period, the amount, if any, remaining in the
Pre-Funding Account at the end of the Funding Period (net of any investment
income therefrom) .

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

          Principal Remittance Amount: With respect to any Distribution Date,
(a) the sum, without duplication, of: (i) the scheduled principal collected
with respect to the Mortgage Loans during the related Due Period or advanced
on or before 1:00 p.m. Pacific time on the related Master Servicer Advance
Date, (ii) Principal Prepayments collected in the related Prepayment Period
with respect to the Mortgage Loans, (iii) the Stated Principal Balance of each
Mortgage Loan that was repurchased by a Seller or purchased by the Master
Servicer with respect to such Distribution Date, (iv) the amount, if any, by
which the aggregate unpaid principal balance of any Replacement Mortgage Loans
is less than the aggregate unpaid principal balance of any Deleted Mortgage
Loans delivered by the Sellers in connection with a substitution of a Mortgage
Loan, and (v) all Liquidation Proceeds (to the extent such Liquidation
Proceeds related to principal) and Subsequent Recoveries collected during the
related Due Period; less (b) all


                                      29
<PAGE>

Nonrecoverable Advances relating to principal and certain expenses
reimbursable pursuant to Section 6.03 and reimbursed during the related Due
Period.

          Principal Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.08 in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-AB1". Funds in the Principal Reserve Fund shall be
held in trust for the Certificateholders for the uses and purposes set forth
in this Agreement.

          Private Certificates: The Class C and Class P Certificates.

          Prospectus: The prospectus dated October 25, 2004, relating to
asset-backed securities to be sold by the Depositor.

          Prospectus Supplement: The prospectus supplement dated March 14,
2005, relating to the public offering of the certain Classes of Certificates
offered thereby.

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

          PUD: A Planned Unit Development.

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

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

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


                                      30
<PAGE>

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

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

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

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

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

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

          Relief Act: The Servicemembers Civil Relief Act.


                                      31
<PAGE>

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

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

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

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

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

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


                                      32
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

          Seller Shortfall Interest Requirement: With respect to the Master
Servicer Advance Date in each of April 2005, May 2005 and June 2005 is the sum
of:


                                      33
<PAGE>

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

          (b)     the lesser of:

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

                  (ii)  the excess of (x) the amount of Current Interest and
          Interest Carry Forward Amount due and payable on the Interest-Bearing
          Certificates over (y) Interest Funds otherwise available to pay
          Current Interest and the Interest Carry Forward Amount on the
          Interest-Bearing Certificates for such Distribution Date (after
          giving effect to the addition of any amounts in clause (a) of this
          definition of Seller Shortfall Interest Requirement to Interest Funds
          for such Distribution Date).

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

          Senior Enhancement Percentage: With respect to a Distribution Date
on and after the Stepdown Date, the fraction (expressed as a percentage) (1)
the numerator of which is the excess of (a) the aggregate Stated Principal
Balance of the Mortgage Loans for the preceding Distribution Date over (b) (i)
before the Certificate Principal Balances of the Senior Certificates have been
reduced to zero, the sum of the Certificate Principal Balances of the Senior
Certificates, or (ii) after the Certificate Principal Balances of the Senior
Certificates have been reduced to zero, the Certificate Principal Balance of
the most senior Class of Subordinate Certificates outstanding as of the
preceding Master Servicer Advance Date and (2) the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans for the preceding
Distribution Date.

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


                                      34
<PAGE>

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

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

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

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

          Stated Principal Balance: With respect to any Mortgage Loan or
related REO Property (i) as of the Cut-off Date, the unpaid principal balance
of the Mortgage Loan as of such date (before any adjustment to the
amortization schedule for any moratorium or similar waiver or grace period),
after giving effect to any partial prepayments or Liquidation Proceeds
received prior to such date and to the payment of principal due on or prior to
such date and irrespective any delinquency in payment by the related
Mortgagor, and (ii) as of any other Distribution Date, the Stated Principal
Balance of the Mortgage Loan as of its Cut-off Date, minus the sum of (a) the
principal portion of the Scheduled Payments (x) due with respect to such
Mortgage Loan during each Due Period ending prior to such Distribution Date
and (y) that were received by the Master Servicer as of the close of business
on the Determination Date related to such Distribution Date or with respect to
which Advances were made as of the Master Servicer Advance Date related to
such Distribution Date, (b) all Principal Prepayments with respect to such
Mortgage Loan received by the Master Servicer during each Prepayment Period
ending prior to such Distribution Date and (c) all Liquidation Proceeds
collected with respect to such Mortgage Loan during each Due Period ending
prior to such Distribution Date, to the extent applied by the Master Servicer
as recoveries of principal in accordance with Section 3.12. The Stated
Principal Balance of any Mortgage Loan that becomes a Liquidated Mortgage Loan
will be zero on each date following the Due Period in which such Mortgage Loan
becomes a Liquidated Mortgage Loan. References herein to the Stated Principal
Balance of the Mortgage Loans at any time shall mean the aggregate Stated
Principal Balance of all Mortgage Loans in the Trust Fund as of such time.

          Stepdown Date: The later to occur of (1) the Distribution Date in
April 2008 and (2) the first Distribution Date on which the aggregate
Certificate Principal Balance of the Senior Certificates (after calculating
anticipated distributions on such Distribution Date) is less than or


                                      35
<PAGE>

equal to the product of (x) 100% less the Stepdown Target Subordination
Percentage for the Class A Certificates and (y) the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date.

          Stepdown Target Subordination Percentage: With respect to any Class
of Interest-Bearing Certificates, the percentage indicated in the following
table:

           -----------------------------------------------------------
                                             Stepdown Target
                    Class               Subordination Percentage
           -----------------------------------------------------------
           Class A.................            23.20%
           -----------------------------------------------------------
           Class M-1...............            18.80%
           -----------------------------------------------------------
           Class M-2...............            14.80%
           -----------------------------------------------------------
           Class M-3...............            12.60%
           -----------------------------------------------------------
           Class M-4...............            10.40%
           -----------------------------------------------------------
           Class M-5...............             8.20%
           -----------------------------------------------------------
           Class M-6...............             6.20%
           -----------------------------------------------------------
           Class M-7...............             4.20%
           -----------------------------------------------------------
           Class B.................             2.20%
           -----------------------------------------------------------

          For purposes of the Stepdown Target Subordination Percentage, the
Class A Certificates shall be treated as if they were a single Class of
Certificates.

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

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

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

          Subsequent Cut-off Date: As defined in the definition of Cut-off
Date.

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


                                      36
<PAGE>

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

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

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

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

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

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

          Subservicer: As defined in Section 3.02(a).

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

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

          Substitution Amount: With respect to any Mortgage Loan substituted
pursuant to Section 2.03(e), the excess of (x) the principal balance of the
Mortgage Loan that is substituted for, over (y) the principal balance of the
related substitute Mortgage Loan, each balance being determined as of the date
of substitution.

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


                                      37
<PAGE>

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

          Terminator: As defined in Section 9.01.

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

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

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

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

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

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

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

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

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


                                      38
<PAGE>

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

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

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

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

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

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

          Voting Rights: The voting rights of all the Certificates that are
allocated to any Certificates for purposes of the voting provisions hereunder.
Voting Rights allocated to each Class of Certificates shall be allocated 97%
to the Certificates other than the Class A-R, Class C and Class P Certificates
(with the allocation among the Certificates to be in proportion to the
Certificate Principal Balance of each Class relative to the Certificate
Principal Balance of all other such Classes), and 1% to each of the Class A-R,
Class C and Class P Certificates. Voting Rights will be allocated among the
Certificates of each such Class in accordance with their respective Percentage
Interests.

          Section 1.02  Certain Interpretive Provisions.
                        --------------------------------

          All terms defined in this Agreement shall have the defined meanings
when used in any certificate, agreement or other document delivered pursuant
hereto unless otherwise defined therein. For purposes of this Agreement and
all such certificates and other documents, unless the context otherwise
requires: (a) accounting terms not otherwise defined in this Agreement, and
accounting terms partly defined in this Agreement to the extent not defined,
shall have the respective meanings given to them under generally accepted
accounting principles; (b) the words "hereof," "herein" and "hereunder" and
words of similar import refer to this Agreement (or the certificate, agreement
or other document in which they are used) as a whole and not to any particular
provision of this Agreement (or such certificate, agreement or document); (c)
references to any Section, Schedule or Exhibit are references to Sections,
Schedules and Exhibits in or to this Agreement, and references to any
paragraph, subsection,


                                      39
<PAGE>

clause or other subdivision within any Section or definition refer to such
paragraph, subsection, clause or other subdivision of such Section or
definition; (d) the term "including" means "including without limitation"; (e)
references to any law or regulation refer to that law or regulation as amended
from time to time and include any successor law or regulation; (f) references
to any agreement refer to that agreement as amended from time to time; and (g)
references to any Person include that Person's permitted successors and
assigns.

                                 ARTICLE II.
                         CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

          Section 2.01  Conveyance of Mortgage Loans.
                        -----------------------------

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

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

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

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


                                      40
<PAGE>

related Subsequent Cut-off Date and interest accruing prior to the related
Subsequent Cut-off Date.

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

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

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

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

                  (i)   the Trustee and the Underwriters will be provided
          Opinions of Counsel addressed to the Rating Agencies as with respect
          to the sale of the Subsequent Mortgage Loans conveyed on such
          Subsequent Transfer Date (such opinions being substantially similar
          to the opinions delivered on the Closing Date to the Rating Agencies
          with respect to the sale of the Initial Mortgage Loans on the Closing
          Date), to be delivered as provided in Section 2.01(f);

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

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

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


                                      41
<PAGE>

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

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

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

<TABLE>
<CAPTION>
                                                                        Permitted
      Characteristic                                                Variance or Range
      ------------------------                                     -------------------
      <S>                                               <C>             <C>
      Average Stated Principal Balance...............   $229,113           10%
      Weighted Average Mortgage Rate.................    6.746%           0.10%
      Weighted Average Original Loan-to-Value Ratio..    84.45%            3%
      Weighted Average Remaining Term to Maturity....  359 months       3 months
      Weighted Average Credit Bureau Risk Score......     678           5 points

</TABLE>

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

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

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

          (f)     Within six Business Days after each Subsequent Transfer Date,
upon (1) delivery to the Trustee by the Depositor of the Opinions of Counsel
referred to in Section 2.01(e)(i) and (e)(ix), (2) delivery to the Trustee by
CHL (on behalf of each Seller) of a Loan


                                      42
<PAGE>

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

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

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

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

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

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


                                      43
<PAGE>

                  (iii) in the case of each Mortgage Loan that is not a MERS
          Mortgage Loan, a duly executed assignment of the Mortgage to
          "Asset-Backed Certificates, Series 2005-AB1, CWABS, Inc., by The Bank
          of New York, a New York banking corporation, as trustee under the
          Pooling and Servicing Agreement dated as of March 1, 2005, without
          recourse" (each such assignment, when duly and validly completed, to
          be in recordable form and sufficient to effect the assignment of and
          transfer to the assignee thereof, under the Mortgage to which such
          assignment relates);

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

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

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

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

          In the event that in connection with any Mortgage Loan that is not a
MERS Mortgage Loan a Seller cannot deliver the original recorded Mortgage or
all interim recorded assignments of the Mortgage satisfying the requirements
of clause (ii), (iii) or (iv) concurrently with the execution and delivery
hereof, such Seller shall deliver or cause to be delivered to the Co-Trustee a
true copy of such Mortgage and of each such undelivered interim assignment of
the Mortgage each certified by such Seller, the applicable title company,
escrow agent or attorney, or the originator of such Mortgage, as the case may
be, to be a true and complete copy of the original Mortgage or assignment of
Mortgage submitted for recording. For any such Mortgage Loan that is not a
MERS Mortgage Loan each Seller shall promptly deliver or cause to be delivered
to the Co-Trustee such original Mortgage and such assignment or assignments
with


                                      44
<PAGE>

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

          With respect to each Mortgage Loan other than a MERS Mortgage Loan
as to which the related Mortgaged Property and Mortgage File are located in
(a) the State of California or (b) any other jurisdiction under the laws of
which the recordation of the assignment specified in clause (iii) above is not
necessary to protect the Trustee's and the Certificateholders' interest in the
related Mortgage Loan, as evidenced by an Opinion of Counsel delivered by CHL
to the Trustee, and a copy to the Rating Agencies, in lieu of recording the
assignment specified in clause (iii) above, the applicable Seller may deliver
an unrecorded assignment in blank, in form otherwise suitable for recording to
the Co-Trustee; provided that if the related Mortgage has not been returned
from the applicable public recording office, such assignment, or any copy
thereof, of the Mortgage may exclude the information to be provided by the
recording office. As to any Mortgage Loan other than a MERS Mortgage Loan, the
procedures of the preceding sentence shall be applicable only so long as the
related Mortgage File is maintained in the possession of the Co-Trustee in the
State or jurisdiction described in such sentence. In the event that with
respect to Mortgage Loans other than MERS Mortgage Loans (i) any Seller, the
Depositor, the Master Servicer or the NIM Insurer gives written notice to the
Trustee that recording is required to protect the right, title and interest of
the Trustee on behalf of the Certificateholders in and to any Mortgage Loan,
(ii) a court recharacterizes any sale of the Mortgage Loans as a financing, or
(iii) as a result of any change in or amendment to the laws of the State or
jurisdiction described in the first sentence of this paragraph or any
applicable political subdivision thereof, or any change in official position
regarding application or interpretation of such laws, including a holding by a
court of competent jurisdiction, such recording is so required, the Co-Trustee
shall complete the assignment in the manner specified in clause (iii) of the
second paragraph of this Section 2.01(g) and CHL shall submit or cause to be
submitted for recording as specified above or, should CHL fail to perform such
obligations, the Trustee shall cause the Master Servicer, at


                                      45
<PAGE>

the Master Servicer's expense, to cause each such previously unrecorded
assignment to be submitted for recording as specified above. In the event a
Mortgage File is released to the Master Servicer as a result of the Master
Servicer's having completed a Request for Document Release, the Trustee shall
complete the assignment of the related Mortgage in the manner specified in
clause (iii) of the second paragraph of this Section 2.01(g).

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

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

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

          The Trust Fund will not acquire or hold any Mortgage Loan that would
violate the representations made by CHL in Section 2.03(b)(70) or (72).


                                      46
<PAGE>

          Section 2.02  Acceptance by Trustee of the Mortgage Loans.
                        --------------------------------------------

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

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

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


                                      47
<PAGE>

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

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

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

                  (iii) in the case of each Initial Mortgage Loan that is not a
          MERS Mortgage Loan, a duly executed assignment of the Mortgage in the
          form permitted by Section 2.01;

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

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

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

          If, in the course of such review, the Co-Trustee finds any document
or documents constituting a part of such Mortgage File that do not meet the
requirements of clauses (i)-(iv) and (vi) above, the Trustee shall include
such exceptions in such Final Certification (and the Trustee shall state in
such Final Certification whether any Mortgage File does not then include the
original or duplicate original lender's title policy or a printout of the
electronic equivalent and all riders thereto). If the public recording office
in which a Mortgage or assignment thereof is recorded retains the original of
such Mortgage or assignment, a copy of the original Mortgage or assignment so
retained, with evidence of recording thereon, certified to be true and
complete by such recording office, shall be deemed to satisfy the requirements
of clause (ii), (iii) or (iv) above, as applicable. CHL shall promptly correct
or cure such defect referred to above within 90


                                      48
<PAGE>

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

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

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

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

          (b)     The Trustee agrees to execute and deliver on the Subsequent
Transfer Date to the Depositor, the Master Servicer and CHL (on behalf of each
Seller) an Initial Certification substantially in the form annexed hereto as
Exhibit G-4 to the effect that, as to each Subsequent Mortgage Loan listed in
the Mortgage Loan Schedule (other than any Subsequent Mortgage Loan paid in
full or any Subsequent Mortgage Loan specifically identified in such
certification as not covered by such certification), the documents described in
Section 2.01(g)(i)


                                      49
<PAGE>

and, in the case of each Subsequent Mortgage Loan that is not a MERS Mortgage
Loan, the documents described in Section 2.01(g)(iii), with respect to such
Subsequent Mortgage Loan are in its possession, and based on its review and
examination and only as to the foregoing documents, such documents appear
regular on their face and relate to such Subsequent Mortgage Loan.

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

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

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

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


                                      50
<PAGE>

          affidavit, stating that the original Mortgage Note was lost
          or destroyed, together with a copy of the related Mortgage Note;

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

                  (iii) in the case of each Subsequent Mortgage Loan that is
          not a MERS Mortgage Loan, a duly executed assignment of the Mortgage
          in the form permitted by Section 2.01;

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

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

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

          If, in the course of such review, the Co-Trustee finds any document
or documents constituting a part of such Mortgage File that do not meet the
requirements of clauses (i)-(iv) and (vi) above, the Trustee shall include
such exceptions in such Final Certification (and the Trustee shall state in
such Final Certification whether any Mortgage File does not then include the
original or duplicate original lender's title policy or a printout of the
electronic equivalent and all riders thereto). If the public recording office
in which a Mortgage or assignment thereof is recorded retains the original of
such Mortgage or assignment, a copy of the original Mortgage or assignment so
retained, with evidence of recording thereon, certified to be true and
complete by such recording office, shall be deemed to satisfy the requirements
of clause (ii), (iii) or (iv) above, as applicable. CHL shall promptly correct
or cure such defect referred to above within 90 days from the date it was so
notified of such defect and, if CHL does not correct or cure such defect
within such period, CHL shall either (A) if the time to cure such defect
expires prior to the end of the second anniversary of the Closing Date,
substitute for the related Subsequent Mortgage Loan a Replacement Mortgage
Loan, which substitution shall be accomplished in the manner and subject to
the conditions set forth in Section 2.03, or (B) purchase such Subsequent
Mortgage Loan from the Trust Fund within 90 days from the date CHL was
notified of such defect in writing at the Purchase Price of such Subsequent
Mortgage Loan; provided that any such substitution pursuant to (A) above or
repurchase pursuant to (B) above shall not be effected prior to the delivery
to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and
any substitution pursuant to (A) above shall not be effected prior to the
additional delivery to the Trustee of a Request for File Release. No
substitution will be made in any calendar month after the Determination Date
for such month. The Purchase Price for any such Subsequent Mortgage


                                      51
<PAGE>

Loan shall be deposited by CHL in the Certificate Account and, upon receipt of
such deposit and Request for File Release with respect thereto, the Trustee
shall release the related Mortgage File to CHL and shall execute and deliver
at CHL's request such instruments of transfer or assignment as CHL has
prepared, in each case without recourse, as shall be necessary to vest in CHL,
or a designee, the Trustee's interest in any Subsequent Mortgage Loan released
pursuant hereto. If pursuant to the foregoing provisions CHL repurchases a
Subsequent Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer
shall cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to CHL and shall cause such
Mortgage to be removed from registration on the MERS(R) System in accordance
with MERS' rules and regulations.

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

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

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

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

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

               (2) The Master Servicer has the full partnership power and
     authority to sell and service each Mortgage Loan, and to execute, deliver
     and perform, and to enter into and consummate the transactions
     contemplated by this Agreement and has duly authorized by all necessary
     partnership action on the part of the Master Servicer the execution,
     delivery and performance of this Agreement; and this Agreement, assuming


                                      52
<PAGE>


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

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

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

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

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

               (7) The Master Servicer is a member of MERS in good standing,
     and will comply in all material respects with the rules and procedures of
     MERS in connection


                                      53
<PAGE>

     with the servicing of the Mortgage Loans for as long as such Mortgage
     Loans are registered with MERS.

          (b)     CHL hereby represents and warrants to the Depositor and the
Trustee as follows, as of the Initial Cut-off Date in the case of the Initial
Mortgage Loans and as of the related Subsequent Cut-off Date in the case of
the Subsequent Mortgage Loans (unless otherwise indicated or the context
otherwise requires, percentages with respect to the Initial Mortgage Loans in
the Trust Fund are measured by the Cut-off Date Principal Balance of the
Initial Mortgage Loans in the Trust Fund):

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

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

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


                                      54
<PAGE>

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

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

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

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

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

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

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

               (10) No Mortgage Loan that is secured by a first lien on the
     related Mortgaged Property had a Loan-to-Value Ratio at origination in
     excess of 100.00%.

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


                                      55
<PAGE>

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

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

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

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

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

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

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


                                      56
<PAGE>

     has done, by act or omission, anything that would impair the coverage of
     such mortgage title insurance policy.

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

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

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

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

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

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


                                      57
<PAGE>

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

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

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

               (28) The origination, underwriting, servicing and collection
     practices with respect to each Mortgage Loan have been in all respects
     legal, proper, prudent and customary in the mortgage lending and
     servicing business, as conducted by prudent lending institutions which
     service mortgage loans of the same type in the jurisdiction in which the
     Mortgaged Property is located.

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

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

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

               (32) No less than approximately the percentage specified in the
     Collateral Schedule of the Initial Mortgage Loans are secured by single
     family detached dwellings. No more than approximately the percentage
     specified in the Collateral Schedule of the Initial Mortgage Loans are
     secured by two- to four-family dwellings. No more than approximately the
     percentage specified in the Collateral Schedule of the Initial Mortgage
     Loans are secured by low-rise condominium units. No more than
     approximately the percentage specified in the Collateral Schedule of the
     Initial Mortgage Loans are secured by high-rise condominium units. No
     more than approximately the percentage specified in the Collateral
     Schedule of the Initial Mortgage Loans are secured by manufactured
     housing. No more than approximately the percentage specified in the
     Collateral Schedule of the Initial Mortgage Loans are secured by PUDs.

               (33) Each Initial Mortgage Loan was originated on or after the
     date specified in the Collateral Schedule.

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


                                      58
<PAGE>

     Mortgage Loan that is a Three-Year Hybrid Mortgage Loan had an initial
     Adjustment Date no later than the applicable date specified on the
     Collateral Schedule.

               (35) Approximately the percentage specified in the Collateral
     Schedule of the Initial Mortgage Loans provide for a prepayment penalty.

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

               (37) At the Cut-off Date, the improvements upon each Mortgaged
     Property are covered by a valid and existing hazard insurance policy with
     a generally acceptable carrier that provides for fire and extended
     coverage and coverage for such other hazards as are customary in the area
     where the Mortgaged Property is located in an amount that is at least
     equal to the lesser of (i) the maximum insurable value of the
     improvements securing such Mortgage Loan or (ii) the greater of (a) the
     outstanding principal balance of the Mortgage Loan and (b) an amount such
     that the proceeds of such policy shall be sufficient to prevent the
     Mortgagor and/or the mortgagee from becoming a co-insurer. If the
     Mortgaged Property is a condominium unit, it is included under the
     coverage afforded by a blanket policy for the condominium unit. All such
     individual insurance policies and all flood policies referred to in item
     (38) below contain a standard mortgagee clause naming the applicable
     Seller or the original mortgagee, and its successors in interest, as
     mortgagee, and the applicable Seller has received no notice that any
     premiums due and payable thereon have not been paid; the Mortgage
     obligates the Mortgagor thereunder to maintain all such insurance,
     including flood insurance, at the Mortgagor's cost and expense, and upon
     the Mortgagor's failure to do so, authorizes the holder of the Mortgage
     to obtain and maintain such insurance at the Mortgagor's cost and expense
     and to seek reimbursement therefor from the Mortgagor.

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

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

               (40) There is no material monetary default existing under any
     Mortgage or the related Mortgage Note and, to the best of CHL's
     knowledge, there is no material


                                      59
<PAGE>

     event that, with the passage of time or with notice and the expiration of
     any grace or cure period, would constitute a default, breach, violation
     or event of acceleration under the Mortgage or the related Mortgage Note;
     and no Seller has waived any default, breach, violation or event of
     acceleration.

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

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

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

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

               (45) The Mortgage Loans originated by CHL were underwritten in
     all material respects in accordance with CHL's underwriting guidelines
     for credit blemished quality mortgage loans or, with respect to Mortgage
     Loans purchased by CHL were underwritten in all material respects in
     accordance with customary and prudent underwriting guidelines generally
     used by originators of credit blemished quality mortgage loans.

               (46) Prior to the approval of the Mortgage Loan application, an
     appraisal of the related Mortgaged Property was obtained from a qualified
     appraiser, duly appointed by the originator, who had no interest, direct
     or indirect, in the Mortgaged Property or in any loan made on the
     security thereof, and whose compensation is not affected by the approval
     or disapproval of the Mortgage Loan; such appraisal is in a form
     acceptable to Fannie Mae and Freddie Mac.


                                      60
<PAGE>

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

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

               (49) [Reserved.]

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

               (51) The Gross Margins on the Initial Mortgage Loans range
     between the approximate percentages specified on the Collateral Schedule,
     and the weighted average Gross Margin was approximately the percentage
     specified in the Collateral Schedule.

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

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

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

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

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

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

               (58) To the extent required under applicable law, each
     originator and subsequent mortgagee or servicer of the Mortgage Loan
     complied with all licensing requirements and was authorized to transact
     and do business in the jurisdiction in which


                                      61
<PAGE>

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

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

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

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

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

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


                                      62
<PAGE>

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

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

               (66) No Mortgagor has notified CHL or the Master Servicer on
     CHL's behalf, and CHL has no knowledge, of any relief requested or
     allowed to a Mortgagor under the Relief Act;

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

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

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

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

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

               (72) None of the Mortgage Loans that are secured by property
     located in the State of Illinois are in violation of the provisions of
     the Illinois Interest Act.;

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

               (74) No Mortgage Loan in the Trust Fund is a High Cost Loan or
     Covered Loan, as applicable (as such terms are defined in the then
     current Standard &


                                      63
<PAGE>

     Poor's LEVELS(R) Glossary which is now Version 5.6 Revised, Appendix E)
     and no Mortgage Loan originated on or after October 1, 2002 through March
     6, 2003 is governed by the Georgia Fair Lending Act; and

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

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

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

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

               (3) The execution and delivery of this Agreement and each
     Subsequent Transfer Agreement by Park Monaco, the sale of the Park Monaco
     Mortgage Loans by Park Monaco under this Agreement and each Subsequent
     Transfer Agreement, the consummation of any other of the transactions
     contemplated by this Agreement and each Subsequent Transfer Agreement and
     the fulfillment of or compliance with the terms


                                      64
<PAGE>

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

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

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

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

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

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

               (1) Park Sienna is duly organized as a Delaware limited
     liability company and is validly existing and in good standing under the
     laws of the State of Delaware and is duly authorized and qualified to
     transact any and all business contemplated by this Agreement and each
     Subsequent Transfer Agreement to be conducted by Park Sienna in any state
     in which a Mortgaged Property securing a Park


                                      65
<PAGE>

     Sienna Mortgage Loan is located or is otherwise not required under
     applicable law to effect such qualification and, in any event, is in
     compliance with the doing business laws of any such state, to the extent
     necessary to ensure its ability to enforce each Park Sienna Mortgage
     Loan, to sell the Park Sienna Mortgage Loans in accordance with the terms
     of this Agreement and each Subsequent Transfer Agreement and to perform
     any of its other obligations under this Agreement in accordance with the
     terms hereof.

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

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

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


                                      66
<PAGE>

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

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

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

          (e)     Upon discovery by any of the parties hereto of a breach of a
representation or warranty set forth in Section 2.03(a) through (d) that
materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan, the party discovering such breach shall give prompt notice
thereof to the other parties and the NIM Insurer. Each of the Master Servicer
and the Sellers (each, a "Representing Party") hereby covenants with respect
to the representations and warranties set forth in Sections 2.03(a) through
(d) that within 90 days of the earlier of the discovery by such Representing
Party or receipt of written notice by such Representing Party from any party
of a breach of any representation or warranty set forth herein made that
materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan, it shall cure such breach in all material respects and, if
such breach is not so cured, shall, (i) if such 90-day period expires prior to
the second anniversary of the Closing Date, remove such Mortgage Loan (a
"Deleted Mortgage Loan") from the Trust Fund and substitute in its place a
Replacement Mortgage Loan, in the manner and subject to the conditions set
forth in this Section; or (ii) repurchase the affected Mortgage Loan or
Mortgage Loans from the Trustee at the Purchase Price in the manner set forth
below; provided that (a) any such substitution pursuant to (i) above or
repurchase pursuant to (ii) above shall not be effected prior to the delivery
to the Trustee of the Opinion of Counsel required by Section 2.05 hereof, (b)
any such substitution pursuant to (i) above shall not be effected prior to the
additional delivery to the Trustee of a Request for File Release and (c) any
such substitution pursuant to (i) above shall include a payment by the
applicable Representing Party of any amount as calculated under item (iii) of
the definition of "Purchase Price". Any Representing Party liable for a breach
under this Section 2.03 shall promptly reimburse the Master Servicer or the
Trustee for any expenses reasonably incurred by the Master Servicer or the
Trustee in respect of enforcing the remedies for such breach. To enable the
Master Servicer to amend the Mortgage Loan Schedule, any Representing Party
liable for a breach under this Section 2.03 shall, unless it cures such breach
in a timely fashion pursuant to this Section 2.03, promptly notify the Master
Servicer whether such Representing Party intends either to repurchase, or to
substitute for, the Mortgage Loan affected by such breach. With respect to the
representations and warranties described in this Section that are made to the
best of the Representing Party's knowledge, if it is discovered by any of the
Depositor, the Master Servicer, the Sellers or the Trustee that the substance
of such


                                      67
<PAGE>

representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan, notwithstanding the
Representing Party's lack of knowledge with respect to the substance of such
representation or warranty, such inaccuracy shall be deemed a breach of the
applicable representation or warranty.

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

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


                                      68
<PAGE>

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

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

          Section 2.04  Representations and Warranties of the Depositor.
                        ------------------------------------------------

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

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

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

               (3) The execution and delivery of this Agreement and each
     Subsequent Transfer Agreement by the Depositor, the consummation of the
     transactions contemplated by this Agreement, and the fulfillment of or
     compliance with the terms


                                      69
<PAGE>


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

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

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

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

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


                                      70
<PAGE>

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

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

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

          Section 2.06  Authentication and Delivery of Certificates.
                        --------------------------------------------

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


                                      71
<PAGE>

          Section 2.07  Covenants of the Master Servicer.
                        ---------------------------------

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

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

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

                                 ARTICLE III.
                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

          Section 3.01  Master Servicer to Service Mortgage Loans.
                        ------------------------------------------

          For and on behalf of the Certificateholders, the Master Servicer
shall service and administer the Mortgage Loans in accordance with customary
and usual standards of practice of prudent mortgage loan lenders in the
respective states in which the Mortgaged Properties are located, including
taking all required and appropriate actions under each Required Insurance
Policy and taking all required and appropriate actions under the Mortgage
Insurance Policy on behalf of the Co-Trustee, other than the payment of the
Mortgage Insurance Premium and obtaining the approval of the Mortgage Insurer
with respect to the appointment of a successor servicer. In connection with
such servicing and administration, the Master Servicer shall have full power
and authority, acting alone and/or through subservicers as provided in Section
3.02 hereof, subject to the terms hereof (i) to execute and deliver, on behalf
of the Certificateholders and the Trustee, customary consents or waivers and
other instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided in this Agreement), (iii) to collect any Insurance
Proceeds, other Liquidation Proceeds and Subsequent Recoveries and (iv)
subject to Section 3.12(b), to effectuate foreclosure or other conversion of
the ownership of the Mortgaged Property securing any Mortgage Loan; provided
that the Master Servicer shall take no action that is inconsistent with or
prejudices the interests of the Trustee or the Certificateholders in any
Mortgage Loan or the rights and interests of the Depositor and the Trustee
under this Agreement. The Master Servicer shall represent and protect the
interest of the Trustee in the same manner as it currently protects its own
interest in mortgage loans in its own portfolio in any claim, proceeding or
litigation regarding a Mortgage Loan and shall not make or permit any
modification, waiver or amendment of any term of any Mortgage Loan which would
(i) cause any REMIC formed hereunder to fail to qualify as a REMIC, (ii)
result in the imposition of any tax under section 860(a) or 860(d) of the Code
or (iii) cause any Covered Mortgage Loan to not be covered by the Mortgage
Insurance Policy, but in any case the Master Servicer shall not act in any
manner that is a lesser standard than that provided in the first sentence of
this Section 3.01. Without limiting the generality of the foregoing, the
Master Servicer, in its own name or in the


                                      72
<PAGE>

name of the Depositor and the Trustee, is hereby authorized and empowered by
the Depositor and the Trustee, when the Master Servicer believes it
appropriate in its reasonable judgment, to execute and deliver, on behalf of
the Trustee, the Depositor, the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans, and with respect to the Mortgaged Properties held for the benefit of
the Certificateholders. The Master Servicer shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery
by any or all of them as are necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans. Upon receipt of such
documents, the Depositor and/or the Trustee shall execute such documents and
deliver them to the Master Servicer. The Master Servicer further is authorized
and empowered by the Trustee, on behalf of the Certificateholders and the
Trustee, in its own name or in the name of the Subservicer, when the Master
Servicer or the Subservicer, as the case may be, believes it appropriate in
its best judgment to register any Mortgage Loan on the MERS(R) System, or
cause the removal from the registration of any Mortgage Loan on the MERS(R)
System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording
of a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns.

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

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

          In addition, the Master Servicer shall administer the Mortgage
Insurance Policy on behalf of itself, the Sellers, the Depositor, and the
Trustee for the benefit of the Certificateholders, when it is necessary to
make claims and receive payments under the Mortgage Insurance Policy. In
connection with its activities as Master Servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any primary insurance policies
and, in this regard, to take any reasonable action necessary to permit
recovery under any primary insurance policies respecting defaulted Mortgage
Loans. Any amounts collected by the Master Servicer under any primary
insurance policies shall be deposited in the Certificate Account.

          The Master Servicer shall take whatever action is appropriate to
maximize the amounts payable under the Mortgage Insurance Policy and to
service the Covered Mortgage Loans in the manner required by the Mortgage
Insurance Policy. The Master Servicer shall prepare and submit all claims
eligible for submission under the Mortgage Insurance Policies and shall
perform all of the obligations of the insured under the Mortgage Insurance
Policy. If the


                                      73
<PAGE>

Mortgage Insurance Policy is terminated for any reason other than the
exhaustion of its coverage, or if the financial strength rating of its issuer
is reduced to below investment grade, the Master Servicer will use its best
efforts to obtain a comparable policy from an insurer that is acceptable to
the Rating Agencies. The replacement policy will provide coverage equal to the
then remaining coverage of the applicable Mortgage Insurance Policy, if
available. However, if the premium cost of a replacement policy exceeds the
premium cost of the Mortgage Insurance Policy, the coverage amount of the
replacement policy will be reduced so that its premium cost will not exceed
the premium cost of the Mortgage Insurance Policy.

          In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to
Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made
by the Master Servicer in a manner not consistent with the terms of the
related Mortgage Note and this Agreement, the Master Servicer, upon discovery
or receipt of notice thereof, immediately shall deliver to the Trustee for
deposit in the Distribution Account from its own funds the amount of any such
shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee,
the Depositor and any successor master servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit
the ability of the Master Servicer to seek recovery of any such amounts from
the related Mortgagor under the terms of the related Mortgage Note, as
permitted by law and shall not be an expense of the Trust.

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

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


                                      74
<PAGE>

subservicer and to the same extent and under the same terms and conditions as
if the Master Servicer alone were servicing and administering the Mortgage
Loans. Every subservicing agreement entered into by the Master Servicer shall
contain a provision giving the successor Master Servicer the option to
terminate such agreement without cost in the event a successor Master Servicer
is appointed. All actions of each subservicer performed pursuant to the
related subservicing agreement shall be performed as an agent of the Master
Servicer with the same force and effect as if performed directly by the Master
Servicer.

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

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

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


                                      75
<PAGE>

          Section 3.04  Trustee to Act as Master Servicer.
                        ----------------------------------

          In the event that the Master Servicer shall for any reason no longer
be the Master Servicer hereunder (including by reason of an Event of Default),
the Trustee or its designee shall thereupon assume all of the rights and
obligations of the Master Servicer hereunder arising thereafter (except that
the Trustee shall not be (i) liable for losses of the Master Servicer pursuant
to Section 3.10 hereof or any acts or omissions of the predecessor Master
Servicer hereunder, (ii) obligated to make Advances if it is prohibited from
doing so by applicable law, (iii) obligated to effectuate repurchases or
substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02
or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant
to Section 2.03 or (v) deemed to have made any representations and warranties
hereunder, including pursuant to Section 2.03 or the first paragraph of
Section 6.02 hereof). If the Master Servicer shall for any reason no longer be
the Master Servicer (including by reason of any Event of Default), the Trustee
(or any other successor servicer) may, at its option, succeed to any rights
and obligations of the Master Servicer under any subservicing agreement in
accordance with the terms thereof; provided that the Trustee (or any other
successor servicer) shall not incur any liability or have any obligations in
its capacity as servicer under a subservicing agreement arising prior to the
date of such succession unless it expressly elects to succeed to the rights
and obligations of the Master Servicer thereunder; and the Master Servicer
shall not thereby be relieved of any liability or obligations under the
subservicing agreement arising prior to the date of such succession.

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

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

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


                                      76
<PAGE>

Mortgage Loans and Subsequent Mortgage Loans. The Master Servicer shall not be
required to institute or join in litigation with respect to collection of any
payment (whether under a Mortgage, Mortgage Note or otherwise or against any
public or governmental authority with respect to a taking or condemnation) if
it reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law.

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

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

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

               (3) all Insurance Proceeds;

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

               (5) all Compensating Interest;

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

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

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

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

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

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

          The foregoing requirements for remittance by the Master Servicer
into the Certificate Account shall be exclusive, it being understood and
agreed that, without limiting the


                                      77
<PAGE>

generality of the foregoing, payments in the nature of late payment charges or
assumption fees, if collected, need not be remitted by the Master Servicer. In
the event that the Master Servicer shall remit any amount not required to be
remitted and not otherwise subject to withdrawal pursuant to Section 3.08
hereof, it may at any time withdraw or direct the institution maintaining the
Certificate Account, to withdraw such amount from the Certificate Account, any
provision herein to the contrary notwithstanding. Such withdrawal or direction
may be accomplished by delivering written notice thereof to the institution
maintaining the Certificate Account, that describes the amounts deposited in
error in the Certificate Account. The Master Servicer shall maintain adequate
records with respect to all withdrawals made pursuant to this Section. All
funds deposited in the Certificate Account shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 3.08.

          No later than 1:00 p.m. Pacific time on the Business Day prior to
the Master Servicer Advance Date in each of April 2005, May 2005 and June
2005, CHL shall remit to the Master Servicer, and the Master Servicer shall
deposit in the Certificate Account, the Seller Shortfall Interest Requirement
(if any) for such Master Servicer Advance Date.

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

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

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

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

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

          On the Business Day before the Distribution Date following the end
of the Funding Period, the Trustee shall (i) withdraw the amount on deposit in
the Pre-Funding Account (net of investment income), (ii) promptly deposit such
amount in the Distribution


                                      78
<PAGE>

Account, and (iii) distribute each amount to the Certificates on the
Distribution Date pursuant to Section 4.04.

          No later than 1:00 p.m. Pacific time on the Business Day prior to
the Master Servicer Advance Date in April 2005, May 2005 and June 2005, CHL on
behalf of the Sellers shall remit to the Master Servicer, and the Master
Servicer shall deposit in the Certificate Account, the Seller Shortfall
Interest Requirement (if any) for such Master Servicer Advance Date.

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

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

          (g)     Except as otherwise expressly provided in this Agreement, if
any default occurs under any Permitted Investment, the Trustee may and, subject
to Sections 8.01 and 8.02(a)(4), at the request of the Holders of Certificates
representing more than 50% of the Voting


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<PAGE>

Rights or the NIM Insurer, shall take any action appropriate to enforce
payment or performance, including the institution and prosecution of
appropriate proceedings.

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

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

          Withdrawals of amounts so collected from the Escrow Accounts may be
made only to effect timely payment of taxes, assessments, hazard insurance
premiums, condominium or PUD association dues, or comparable items, to
reimburse the Master Servicer out of related collections for any payments made
pursuant to Sections 3.01 hereof (with respect to taxes and assessments and
insurance premiums) and 3.10 hereof (with respect to hazard insurance), to
refund to any Mortgagors any sums as may be determined to be overages, to pay
interest, if required by law or the terms of the related Mortgage or Mortgage
Note, to Mortgagors on balances in the Escrow Account or to clear and terminate
the Escrow Account at the termination of this Agreement in accordance with
Section 9.01 hereof. The Escrow Accounts shall not be a part of the Trust Fund.

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

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

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



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<PAGE>

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

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

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

                  (ii)  to reimburse each of the Master Servicer and the Trustee
          for Advances made by it with respect to the Mortgage Loans, such
          right of reimbursement pursuant to this subclause (ii) being limited
          to amounts received on particular Mortgage Loan(s) (including, for
          this purpose, Liquidation Proceeds, Insurance Proceeds and Subsequent
          Recoveries) that represent late recoveries of payments of principal
          and/or interest on such particular Mortgage Loan(s) in respect of
          which any such Advance was made;

                  (iii) [Reserved];

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

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

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

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

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



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<PAGE>

          withdrawal from the Certificate Account for deposit into the
          Distribution Account pursuant to the following paragraph;

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

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

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

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

          The Trustee shall establish and maintain, on behalf of the
Certificateholders, a Principal Reserve Fund in the name of the Trustee. On the
Closing Date, CHL shall deposit into the Principal Reserve Fund $200.00. Funds
on deposit in the Principal Reserve Fund shall not be invested. The Principal
Reserve Fund shall be treated as an "outside reserve fund" under applicable
Treasury regulations and shall not be part of any REMIC created under this
Agreement.

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

          On the Business Day before the Class P Principal Distribution Date,
the Trustee shall transfer from the Principal Reserve Fund to the Distribution
Account $100 and shall distribute such amount to the Class P Certificates on
the Class P Principal Distribution Date. Following the distributions to be made
in accordance with the preceding sentence, the Trustee shall then terminate the
Principal Reserve Fund.

          The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Certificate Account pursuant to subclauses (i), (ii), (iv),
(v), (vi), (vii) and (viii) above. Prior to making any withdrawal from the
Certificate Account pursuant to subclause (iv), the Master Servicer shall
deliver to the Trustee an Officer's Certificate of a Servicing Officer
indicating the amount of any previous Advance determined by the Master Servicer
to be a Nonrecoverable Advance and identifying the related Mortgage Loan(s),
and their respective portions of such Nonrecoverable Advance.



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<PAGE>

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

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

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

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

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

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

                  (vi)  to pay to the Co-Trustee, for payment to the Mortgage
          Insurer as provided below, the Mortgage Insurance Premium;

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

          The Co-Trustee shall pay the applicable Mortgage Insurance Premium to
the Mortgage Insurer in accordance with the following wiring instructions:

          PMI Mortgage Insurance Co., Account #12334-03033, ABA #121-00035-8,
Master Policy #21827-0005-0, Bulk #24-566, Txt: Attention: Cori Macrae, CWABS
2005-AB1. Bulk Primary.

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

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



                                      83
<PAGE>

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

          Section 3.09 [Reserved]

          Section 3.10 Maintenance of Hazard Insurance.

          The Master Servicer shall cause to be maintained, for each Mortgage
Loan, hazard insurance with extended coverage in an amount that is at least
equal to the lesser of (i) the maximum insurable value of the improvements
securing such Mortgage Loan and (ii) the greater of (a) the outstanding
principal balance of the Mortgage Loan and (b) an amount such that the proceeds
of such policy shall be sufficient to prevent the related Mortgagor and/or
mortgagee from becoming a co-insurer. Each such policy of standard hazard
insurance shall contain, or have an accompanying endorsement that contains, a
standard mortgagee clause. The Master Servicer shall also cause flood insurance
to be maintained on property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, to the extent described below. Pursuant to
Section 3.05 hereof, any amounts collected by the Master Servicer under any
such policies (other than the amounts to be applied to the restoration or
repair of the related Mortgaged Property or property thus acquired or amounts
released to the Mortgagor in accordance with the Master Servicer's normal
servicing procedures) shall be deposited in the Certificate Account. Any cost
incurred by the Master Servicer in maintaining any such insurance shall not,
for the purpose of calculating monthly distributions to the Certificateholders
or remittances to the Trustee for their benefit, be added to the principal
balance of the Mortgage Loan, notwithstanding that the terms of the Mortgage
Loan so permit. Such costs shall be recoverable by the Master Servicer out of
late payments by the related Mortgagor or out of Liquidation Proceeds or
Subsequent Recoveries to the extent permitted by Section 3.08 hereof. It is
understood and agreed that no earthquake or other additional insurance is to be
required of any Mortgagor or maintained on property acquired in respect of a
Mortgage other than pursuant to such applicable laws and regulations as shall
at any time be in force and as shall require such additional insurance. If the
Mortgaged Property is located at the time of origination of the Mortgage Loan
in a federally designated special flood hazard area and such area is
participating in the national flood insurance program, the Master Servicer
shall cause flood insurance to be maintained with respect to such Mortgage
Loan. Such flood insurance shall be in an amount equal to the lesser of (i) the
original principal balance of the related Mortgage Loan, (ii) the replacement
value of the improvements that are part of such Mortgaged Property, or (iii)
the maximum amount of such insurance available for the related Mortgaged
Property under the Flood Disaster Protection Act of 1973, as amended.

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

          (a)     Except as otherwise provided in this Section 3.11(a), when
any property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Master Servicer shall to the extent that it has knowledge of
such conveyance, enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Master Servicer is not required to exercise
such rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be



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<PAGE>

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

          (b)     Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.11(a) hereof, in any
case in which a Mortgaged Property has been conveyed to a Person by a
Mortgagor, and such Person is to enter into an assumption agreement or
modification agreement or supplement to the Mortgage Note or Mortgage that
requires the signature of the Trustee, or if an instrument of release signed by
the Trustee is required releasing the Mortgagor from liability on the Mortgage
Loan, the Master Servicer shall prepare and deliver or cause to be prepared and
delivered to the Trustee for signature and shall direct, in writing, the
Trustee to execute the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person. In connection with any such
assumption, no material term of the Mortgage Note (including, but not limited
to, the Mortgage Rate, the amount of the Scheduled Payment, the Maximum
Mortgage Rate, the Minimum Mortgage Rate, the Gross Margin, the Initial
Periodic Rate Cap, the Subsequent Periodic Rate Cap, the Adjustment Date and
any other term affecting the amount or timing of payment on the Mortgage Loan)
may be changed. In addition, the substitute Mortgagor and the Mortgaged
Property must be acceptable to the Master Servicer in accordance with its
underwriting standards as then in effect. The Master Servicer shall notify the
Trustee that any such substitution or assumption agreement has been completed
by forwarding to the Trustee the original of such substitution or assumption
agreement, which in the case of the original shall be added to the related
Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by the Master Servicer for
entering into an assumption or substitution of liability agreement will be
retained by the Master Servicer as additional servicing compensation.



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<PAGE>

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

          (a)     The Master Servicer may agree to a modification of any
Mortgage Loan (the "Modified Mortgage Loan") if (i) the modification is in lieu
of a refinancing and (ii) the Mortgage Rate on the Modified Mortgage Loan is
approximately a prevailing market rate for newly-originated mortgage loans
having similar terms and (iii) the Master Servicer purchases the Modified
Mortgage Loan from the Trust Fund as described below. Effective immediately
after the modification, and, in any event, on the same Business Day on which
the modification occurs, all interest of the Trustee in the Modified Mortgage
Loan shall automatically be deemed transferred and assigned to the Master
Servicer and all benefits and burdens of ownership thereof, including the right
to accrued interest thereon from the date of modification and the risk of
default thereon, shall pass to the Master Servicer. The Master Servicer shall
promptly deliver to the Trustee a certification of a Servicing Officer to the
effect that all requirements of this paragraph have been satisfied with respect
to the Modified Mortgage Loan. For federal income tax purposes, the Trustee
shall account for such purchase as a prepayment in full of the Modified
Mortgage Loan. The Master Servicer shall deposit the Purchase Price for any
Modified Mortgage Loan in the Certificate Account pursuant to Section 3.05
within one Business Day after the purchase of the Modified Mortgage Loan. Upon
receipt by the Trustee of written notification of any such deposit signed by a
Servicing Officer, the Trustee shall release to the Master Servicer the related
Mortgage File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be necessary to vest in the
Master Servicer any Modified Mortgage Loan previously transferred and assigned
pursuant hereto. The Master Servicer covenants and agrees to indemnify the
Trust Fund against any liability for any "prohibited transaction" taxes and any
related interest, additions, and penalties imposed on the Trust Fund
established hereunder as a result of any modification of a Mortgage Loan
effected pursuant to this subsection (b), any holding of a Modified Mortgage
Loan by the Trust Fund or any purchase of a Modified Mortgage Loan by the
Master Servicer (but such obligation shall not prevent the Master Servicer or
any other appropriate Person from in good faith contesting any such tax in
appropriate proceedings and shall not prevent the Master Servicer from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings). The Master Servicer shall have no right of reimbursement for
any amount paid pursuant to the foregoing indemnification, except to the extent
that the amount of any tax, interest, and penalties, together with interest
thereon, is refunded to the Trust Fund or the Master Servicer. If the Master
Servicer agrees to a modification of any Mortgage Loan pursuant to this Section
3.12(a), and if such Mortgage Loan carries a Prepayment Charge provision, the
Master Servicer will deliver to the Trustee the amount of the Prepayment
Charge, if any, that would have been due had such Mortgage Loan been prepaid at
the time of such modification, for deposit into the Certificate Account (not
later than 1:00 p.m. Pacific time on the Master Servicer Advance Date
immediately succeeding the date of such modification) for distribution in
accordance with the terms of this Agreement.

          (b)     The Master Servicer shall use reasonable efforts to foreclose
upon or otherwise comparably convert the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion,



                                      86
<PAGE>

the Master Servicer shall follow such practices and procedures as it shall deem
necessary or advisable and as shall be normal and usual in its general mortgage
servicing activities and the requirements of the insurer under any Required
Insurance Policy; provided that the Master Servicer shall not be required to
expend its own funds in connection with any foreclosure or towards the
restoration of any property unless it shall determine (i) that such restoration
and/or foreclosure will increase the proceeds of liquidation of the Mortgage
Loan after reimbursement to itself of such expenses and (ii) that such expenses
will be recoverable to it through Liquidation Proceeds (respecting which it
shall have priority for purposes of withdrawals from the Certificate Account
pursuant to Section 3.08 hereof). The Master Servicer shall be responsible for
all other costs and expenses incurred by it in any such proceedings; provided
that it shall be entitled to reimbursement thereof from the proceeds of
liquidation of the related Mortgaged Property and any related Subsequent
Recoveries, as contemplated in Section 3.08 hereof. If the Master Servicer has
knowledge that a Mortgaged Property that the Master Servicer is contemplating
acquiring in foreclosure or by deed-in-lieu of foreclosure is located within a
one-mile radius of any site with environmental or hazardous waste risks known
to the Master Servicer, the Master Servicer will, prior to acquiring the
Mortgaged Property, consider such risks and only take action in accordance with
its established environmental review procedures.

          With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders (or the Trustee's nominee on behalf of the
Certificateholders). The Trustee's name shall be placed on the title to such
REO Property solely as the Trustee hereunder and not in its individual
capacity. The Master Servicer shall ensure that the title to such REO Property
references this Agreement and the Trustee's capacity thereunder. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall either itself
or through an agent selected by the Master Servicer protect and conserve such
REO Property in the same manner and to such extent as is customary in the
locality where such REO Property is located and may, incident to its
conservation and protection of the interests of the Certificateholders, rent
the same, or any part thereof, as the Master Servicer deems to be in the best
interest of the Master Servicer and the Certificateholders for the period prior
to the sale of such REO Property. The Master Servicer shall prepare for and
deliver to the Trustee a statement with respect to each REO Property that has
been rented showing the aggregate rental income received and all expenses
incurred in connection with the management and maintenance of such REO Property
at such times as is necessary to enable the Trustee to comply with the
reporting requirements of the REMIC Provisions. The net monthly rental income,
if any, from such REO Property shall be deposited in the Certificate Account no
later than the close of business on each Determination Date. The Master
Servicer shall perform the tax reporting and withholding related to
foreclosures, abandonments and cancellation of indebtedness income as specified
by Sections 1445, 6050J and 6050P of the Code by preparing and filing such tax
and information returns, as may be required.

          In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property as
soon as practicable in a manner that maximizes the Liquidation Proceeds, but in
no event later than three years after its acquisition by the Trust Fund or, at
the expense of the Trust Fund, the Master Servicer shall request, more than 60
days prior to the day on which such three-year period would otherwise expire,
an extension of the three-year grace period. In the event the Trustee shall
have been supplied with an Opinion of



                                      87
<PAGE>

Counsel (such opinion not to be an expense of the Trustee) to the effect that
the holding by the Trust Fund of such Mortgaged Property subsequent to such
three-year period will not result in the imposition of taxes on "prohibited
transactions" of the Trust Fund as defined in section 860F of the Code or cause
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding, and the Trust Fund may continue to hold such
Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel) after the expiration of such three-year period. Notwithstanding any
other provision of this Agreement, no Mortgaged Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise used
for the production of income by or on behalf of the Trust Fund in such a manner
or pursuant to any terms that would (i) cause such Mortgaged Property to fail
to qualify as "foreclosure property" within the meaning of section 860G(a)(8)
of the Code or (ii) subject the Trust Fund to the imposition of any federal,
state or local income taxes on the income earned from such Mortgaged Property
under section 860G(c) of the Code or otherwise, unless the Master Servicer has
agreed to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.

          The decision of the Master Servicer to foreclose on a defaulted
Mortgage Loan shall be subject to a determination by the Master Servicer that
the proceeds of such foreclosure would exceed the costs and expenses of
bringing such a proceeding. The income earned from the management of any
Mortgaged Properties acquired through foreclosure or other judicial proceeding,
net of reimbursement to the Master Servicer for expenses incurred (including
any property or other taxes) in connection with such management and net of
unreimbursed Servicing Fees, Advances, Servicing Advances and any management
fee paid or to be paid with respect to the management of such Mortgaged
Property, shall be applied to the payment of principal of, and interest on, the
related defaulted Mortgage Loans (with interest accruing as though such
Mortgage Loans were still current) and all such income shall be deemed, for all
purposes in this Agreement, to be payments on account of principal and interest
on the related Mortgage Notes and shall be deposited into the Certificate
Account. To the extent the income received during a Prepayment Period is in
excess of the amount attributable to amortizing principal and accrued interest
at the related Mortgage Rate on the related Mortgage Loan, such excess shall be
considered to be a partial Principal Prepayment for all purposes hereof.

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

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



                                      88
<PAGE>

          (c)     [Reserved]

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

          Section 3.13  Co-Trustee to Cooperate; Release of Mortgage Files.
                        ---------------------------------------------------

          Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer will promptly notify
the Co-Trustee by delivering a Request for File Release. Upon receipt of such
request, the Co-Trustee shall promptly release the related Mortgage File to the
Master Servicer, and the Co-Trustee shall at the Master Servicer's direction
execute and deliver to the Master Servicer the request for reconveyance, deed
of reconveyance or release or satisfaction of mortgage or such instrument
releasing the lien of the Mortgage in each case provided by the Master
Servicer, together with the Mortgage Note with written evidence of cancellation
thereon. The Master Servicer is authorized to cause the removal from the
registration on the MERS(R) System of such Mortgage and to execute and deliver,
on behalf of the Trust Fund and the Certificateholders or any of them, any and
all instruments of satisfaction or cancellation or of partial or full release.
No expenses incurred in connection with any instrument of satisfaction or deed
of reconveyance shall be chargeable to the Certificate Account, the
Distribution Account, the Carryover Reserve Fund or the related subservicing
account. From time to time and as shall be appropriate for the servicing or
foreclosure of any Mortgage Loan, including for such purpose, collection under
any policy of flood insurance any fidelity bond or errors or omissions policy,
or for the purposes of effecting a partial release of any Mortgaged Property
from the lien of the Mortgage or the making of any corrections to the Mortgage
Note or the Mortgage or any of the other documents included in the Mortgage
File, the Co-Trustee shall, upon delivery to the Co-Trustee of a Request for
Document Release or a Request for File



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Release, as applicable, release the documents specified in such request or the
Mortgage File, as the case may be, to the Master Servicer. Subject to the
further limitations set forth below, the Master Servicer shall cause the
Mortgage File or documents so released to be returned to the Co-Trustee when
the need therefor by the Master Servicer no longer exists, unless the Mortgage
Loan is liquidated and the proceeds thereof are deposited in the Certificate
Account, in which case the Master Servicer shall deliver to the Co-Trustee a
Request for File Release for any remaining documents in the Mortgage File not
in the possession of the Master Servicer.

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

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

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



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attachment or other encumbrance, or assert by legal action or otherwise any
claim or right of set off against any Mortgage File or any funds collected on,
or in connection with, a Mortgage Loan, except, however, that the Master
Servicer shall be entitled to set off against and deduct from any such funds
any amounts that are properly due and payable to the Master Servicer under this
Agreement.

          Section 3.15  Servicing Compensation.
                        -----------------------

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

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

          Section 3.16  Access to Certain Documentation.
                        --------------------------------

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

          Section 3.17  Annual Statement as to Compliance.
                        ----------------------------------

          The Master Servicer shall deliver to the Depositor and the Trustee on
or before the 80th day after the end of the Master Servicer's fiscal year,
commencing with its 2005 fiscal year, an Officer's Certificate stating, as to
the signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year and of the performance of the Master
Servicer under this Agreement has been made under such officer's supervision
and (ii) to the best of such officer's knowledge, based on such review, the
Master Servicer has fulfilled all its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the



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nature and status thereof and (iii) to the best of such officer's knowledge,
each Subservicer has fulfilled all its obligations under its Subservicing
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation specifying each such default known to such
officer and the nature and status thereof. The Trustee shall forward a copy of
each such statement to each Rating Agency. Copies of such statement shall be
provided by the Trustee to any Certificateholder or Certificate Owner upon
request at the Master Servicer's expense, provided such statement is delivered
by the Master Servicer to the Trustee.

          Section 3.18  Annual Independent Public Accountants' Servicing
                        ------------------------------------------------
                        Statement; Financial Statements.
                        --------------------------------

          On or before the later of (i) the 80th day after the end of the
Master Servicer's fiscal year, commencing with its 2005 fiscal year or (ii)
within 30 days of the issuance of the annual audited financial statements
beginning with the audit for the period ending in 2005, the Master Servicer at
its expense shall cause a nationally recognized firm of independent public
accountants (who may also render other services to the Master Servicer, CHL or
any affiliate thereof) that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Trustee, the Depositor and CHL in
compliance with the Uniform Single Attestation Program for Mortgage Bankers.
Copies of such report shall be provided by the Trustee to any Certificateholder
or Certificate Owner upon request at the Master Servicer's expense, provided
such report is delivered by the Master Servicer to the Trustee. Upon written
request, the Master Servicer shall provide to the Certificateholders or
Certificate Owners its publicly available annual financial statements (or the
Master Servicer's parent company's publicly available annual financial
statements, as applicable), if any, promptly after they become available.

          Section 3.19  The Corridor Contract.
                        ----------------------

          CHL shall cause The Bank of New York to enter into the Corridor
Contract Administration Agreement and shall assign all of its right, title and
interest in and to the interest rate corridor transaction evidenced by the
Corridor Contract to, and shall cause all of its obligations in respect of such
transactions to be assumed by, the Corridor Contract Administrator pursuant to,
and on the terms and conditions set forth in, the Corridor Contract Assignment
Agreement. The Trustee's rights to receive certain proceeds of the Corridor
Contract as provided in the Corridor Contract Administration Agreement will be
an asset of the Trust Fund but will not be an asset of any REMIC. The Trustee
shall deposit any amounts received from time to time with respect to the
Corridor Contract into the Carryover Reserve Fund. The Master Servicer shall
deposit any amounts received on behalf of the Trustee from time to time with
respect to the Corridor Contract into the Carryover Reserve Fund.

          No later than two Business Days following each Distribution Date, the
Trustee shall provide the Corridor Contract Administrator with information
regarding the aggregate Certificate Principal Balance of the Interest-Bearing
Certificates after all distributions on such Distribution Date.

          The Trustee shall direct the Corridor Contract Administrator to
terminate the Corridor Contract upon the occurrence of certain events of
default or termination events to the extent specified thereunder. Upon any such
termination, the Corridor Contract Counterparty will



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<PAGE>

be obligated to pay the Corridor Contract Administrator an amount in respect of
such termination, and the portion of such amount that is distributable to the
Trust Fund pursuant to the Corridor Contract Administration Agreement and
received by the Trustee or the Master Servicer for the benefit of the Trust
Fund, as the case may be, in respect of such termination shall be deposited and
held in the Carryover Reserve Fund to pay Net Rate Carryover for the applicable
Classes of Certificates as provided in Section 4.04(e) on the Distribution
Dates following such termination to and including the Corridor Contract
Termination Date, but shall not be available for distribution to the Class C
Certificates pursuant to Section 4.08(c) until the Corridor Contract
Termination Date. On the Corridor Contract Termination Date, after all other
distributions on such date, if any amounts in respect of early termination of
the Corridor Contract remain in the Carryover Reserve Fund, such amounts shall
be distributed by the Trustee to the Class C Certificates.

          Section 3.20  Prepayment Charges.
                        -------------------

          (a)     Notwithstanding anything in this Agreement to the contrary,
in the event of a Principal Prepayment in full or in part of a Mortgage Loan,
the Master Servicer may not waive any Prepayment Charge or portion thereof
required by the terms of the related Mortgage Note unless (i) such Mortgage
Loan is in default or the Master Servicer believes that such default is
imminent and the Master Servicer determines that such waiver would maximize
recovery of Liquidation Proceeds for such Mortgage Loan, taking into account
the value of such Prepayment Charge, or (ii) (A) the enforceability thereof is
limited (1) by bankruptcy, insolvency, moratorium, receivership, or other
similar law relating to creditors' rights generally or (2) due to acceleration
in connection with a foreclosure or other involuntary payment, or (B) the
enforceability is otherwise limited or prohibited by applicable law. In the
event of a Principal Prepayment in full or in part with respect to any Mortgage
Loan, the Master Servicer shall deliver to the Trustee an Officer's Certificate
substantially in the form of Exhibit T no later than the third Business Day
following the immediately succeeding Determination Date with a copy to the
Class P Certificateholders. If the Master Servicer has waived or does not
collect all or a portion of a Prepayment Charge relating to a Principal
Prepayment in full or in part due to any action or omission of the Master
Servicer, other than as provided above, the Master Servicer shall deliver to
the Trustee, together with the Principal Prepayment in full or in part, the
amount of such Prepayment Charge (or such portion thereof as had been waived)
for deposit into the Certificate Account (not later than 1:00 p.m. Pacific time
on the immediately succeeding Master Servicer Advance Date, in the case of such
Prepayment Charge) for distribution in accordance with the terms of this
Agreement.

          (b)     Upon discovery by the Master Servicer or a Responsible
Officer of the Trustee of a breach of the foregoing subsection (a), the party
discovering the breach shall give prompt written notice to the other parties.

          (c)     CHL represents and warrants to the Depositor and the Trustee,
as of the Closing Date and each Subsequent Transfer Date, that the information
in the Prepayment Charge Schedule (including the attached prepayment charge
summary) is complete and accurate in all material respects at the dates as of
which the information is furnished and each Prepayment Charge is permissible
and enforceable in accordance with its terms under applicable state law,



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except as the enforceability thereof is limited due to acceleration in
connection with a foreclosure or other involuntary payment.

          (d)     Upon discovery by the Master Servicer or a Responsible
Officer of the Trustee of a breach of the foregoing clause (c) that materially
and adversely affects right of the Holders of the Class P Certificates to any
Prepayment Charge, the party discovering the breach shall give prompt written
notice to the other parties. Within 60 days of the earlier of discovery by the
Master Servicer or receipt of notice by the Master Servicer of breach, the
Master Servicer shall cure the breach in all material respects or shall pay
into the Certificate Account the amount of the Prepayment Charge that would
otherwise be due from the Mortgagor, less any amount representing such
Prepayment Charge previously collected and paid by the Master Servicer into the
Certificate Account.

                                  ARTICLE IV.
               DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

          Section 4.01  Advances; Remittance Reports.
                        -----------------------------

          (a)     Within two Business Days after each Determination Date, the
Master Servicer shall deliver to the Trustee by facsimile or electronic mail
(or by such other means as the Master Servicer and the Trustee, as the case may
be, may agree from time to time) a Remittance Report with respect to the
related Distribution Date. The Trustee shall not be responsible to recompute,
recalculate or verify any information provided to it by the Master Servicer.

          (b)     Subject to the conditions of this Article IV, the Master
Servicer, as required below, shall make an Advance and deposit such Advance in
the Certificate Account. Each such Advance shall be remitted to the Certificate
Account no later than 1:00 p.m. Pacific time on the Master Servicer Advance
Date in immediately available funds. The Trustee will provide notice to the
Master Servicer by facsimile by the close of business on any Master Servicer
Advance Date in the event that the amount remitted by the Master Servicer to
the Trustee on the Distribution Account Deposit Date is less than the Advances
required to be made by the Master Servicer for such Distribution Date. The
Master Servicer shall be obligated to make any such Advance only to the extent
that such advance would not be a Nonrecoverable Advance. If the Master Servicer
shall have determined that it has made a Nonrecoverable Advance or that a
proposed Advance or a lesser portion of such Advance would constitute a
Nonrecoverable Advance, the Master Servicer shall deliver (i) to the Trustee
for the benefit of the Certificateholders funds constituting the remaining
portion of such Advance, if applicable, and (ii) to the Depositor, each Rating
Agency and the Trustee an Officer's Certificate setting forth the basis for
such determination.

          (c)     In lieu of making all or a portion of such Advance from its
own funds, the Master Servicer may (i) cause to be made an appropriate entry in
its records relating to the Certificate Account that any Amount Held for Future
Distributions has been used by the Master Servicer in discharge of its
obligation to make any such Advance and (ii) transfer such funds from the
Certificate Account to the Distribution Account. Any funds so applied and
transferred shall be replaced by the Master Servicer by deposit in the
Certificate Account no later than the



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<PAGE>

close of business on the Business Day immediately preceding the Distribution
Date on which such funds are required to be distributed pursuant to this
Agreement. The Master Servicer shall be entitled to be reimbursed from the
Certificate Account for all Advances of its own funds made pursuant to this
Section as provided in Section 3.08. The obligation to make Advances with
respect to any Mortgage Loan shall continue until such Mortgage Loan is paid in
full or the related Mortgaged Property or related REO Property has been
liquidated or until the purchase or repurchase thereof (or substitution
therefor) from the Trustee pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section 4.01.

         (d)      If the Master Servicer determines that it will be unable to
comply with its obligation to make the Advances as and when described in
paragraphs (b) and (c) immediately above, it shall use its best efforts to give
written notice thereof to the Trustee (each such notice a "Trustee Advance
Notice"; and such notice may be given by facsimile), not later than 3:00 p.m.,
New York time, on the Business Day immediately preceding the related Master
Servicer Advance Date, specifying the amount that it will be unable to deposit
(each such amount an "Advance Deficiency") and certifying that such Advance
Deficiency constitutes an Advance hereunder and is not a Nonrecoverable
Advance. If the Trustee receives a Trustee Advance Notice on or before 3:30
p.m., (New York time) on a Master Servicer Advance Date, the Trustee shall, not
later than 3:00 p.m., (New York time), on the related Distribution Date,
deposit in the Distribution Account an amount equal to the Advance Deficiency
identified in such Trustee Advance Notice unless it is prohibited from so doing
by applicable law. Notwithstanding the foregoing, the Trustee shall not be
required to make such deposit if the Trustee shall have received written
notification from the Master Servicer that the Master Servicer has deposited or
caused to be deposited in the Certificate Account an amount equal to such
Advance Deficiency. All Advances made by the Trustee pursuant to this Section
4.01(d) shall accrue interest on behalf of the Trustee at the Trustee Advance
Rate from and including the date such Advances are made to but excluding the
date of repayment, with such interest being an obligation of the Master
Servicer and not the Trust Fund. The Master Servicer shall reimburse the
Trustee for the amount of any Advance made by the Trustee pursuant to this
Section 4.01(d) together with accrued interest, not later than 6:00 p.m. (New
York time) on the Business Day following the related Distribution Date. In the
event that the Master Servicer does not reimburse the Trustee in accordance
with the requirements of the preceding sentence, the Trustee shall immediately
(i) terminate all of the rights and obligations of the Master Servicer under
this Agreement in accordance with Section 7.01 and (ii) subject to the
limitations set forth in Section 3.04, assume all of the rights and obligations
of the Master Servicer hereunder.

          (e)     On or before 5:00 p.m. Pacific time on the fifth Business Day
following each Determination Date (but in no event later than 5:00 p.m. Pacific
time on the third Business Day before the related Distribution Date) the Master
Servicer shall deliver to the Trustee a report (in form and substance
reasonably satisfactory to the Trustee) that indicates (i) the Mortgage Loans
with respect to which the Master Servicer has determined that the related
Scheduled Payments should be advanced and (ii) the amount of the related
Scheduled Payments. The Master Servicer shall deliver to the Trustee on the
related Master Servicer Advance Date an Officer's Certificate of a Servicing
Officer indicating the amount of any proposed Advance determined by the Master
Servicer to be a Nonrecoverable Advance.



                                      95
<PAGE>

          Section 4.02  Reduction of Servicing Compensation in Connection with
                        ------------------------------------------------------
                        Prepayment Interest Shortfalls.
                        -------------------------------

          In the event that any Mortgage Loan is the subject of a Prepayment
Interest Shortfall, the Master Servicer shall remit any related Compensating
Interest as part of the related Interest Remittance Amount as provided in this
Agreement. The Master Servicer shall not be entitled to any recovery or
reimbursement for Compensating Interest from the Depositor, the Trustee, any
Seller, the Trust Fund or the Certificateholders.

          Section 4.03  [Reserved]
                        ----------

          Section 4.04  Distributions.
                        --------------

          (a)     On each Distribution Date, the Interest Funds for such
Distribution Date shall be allocated by the Trustee from the Distribution
Account in the following order of priority:

                  (1) concurrently to each class of Class A Certificates, the
          Current Interest and Interest Carry Forward Amount for each such
          class and such Distribution Date, pro rata, based on their respective
          entitlements,

                  (2) sequentially, to the Class M-1, Class M-2, Class M-3,
          Class M-4, Class M-5, Class M-6, Class M-7 and Class B Certificates,
          in that order, the Current Interest for such Class, and

                  (3) any remainder, as part of the Excess Cashflow.

          (b)     On each Distribution Date, the Principal Distribution Amount
for such Distribution Date shall be allocated by the Trustee from the
Distribution Account in the following order of priority:

                  (1) with respect to any Distribution Date prior to the
          Stepdown Date or on which a Trigger Event is in effect:

                  (A) to the Class A Certificates, in the order and priorities
          set forth in clause (3) below, until the Certificate Principal
          Balances thereof are reduced to zero,

                  (B) sequentially, to the Class M-1, Class M-2, Class M-3,
          Class M-4, Class M-5, Class M-6, Class M-7 and Class B Certificates,
          in that order, until the Certificate Principal Balance of each such
          Class is reduced to zero, and

                  (C) any remainder as part of the Excess Cashflow.

                  (2) For each Distribution Date on or after the Stepdown Date
          and so long as a Trigger Event is not in effect, from the Principal
          Distribution Amount, sequentially:



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<PAGE>

                  (A) in an amount up to the Class Principal Distribution
          Amount for the Class A Certificates, to the Class A Certificates in
          the order and priorities set forth in clause (3) below, until the
          Certificate Principal Balances thereof are reduced to zero,

                  (B) sequentially, to the Class M-1, Class M-2, Class M-3,
          Class M-4, Class M-5, Class M-6, Class M-7 and Class B Certificates,
          in that order, the Class Principal Distribution Amount for such
          Class, in each case, until the Certificate Principal Balance thereof
          is reduced to zero, and

                  (C) any remainder as part of the Excess Cashflow.

                  (3) On each Distribution Date on which any principal amounts
          are to be distributed to the Class A Certificates pursuant to clause
          (1)(A) or (2)(A) above, such amounts shall be distributed
          sequentially, to the Class A-1, Class A-2 and Class A-3 Certificates,
          in that order, in each case until the Certificate Principal Balance
          thereof is reduced to zero.

                  Notwithstanding the foregoing order of priority, on any
          Distribution Date on which the aggregate Certificate Principal
          Balance of the Class A Certificates is greater than the aggregate
          Stated Principal Balance of the Mortgage Loans, any principal amounts
          to be distributed to the Class A Certificates will be distributed pro
          rata, based on the Certificate Principal Balances thereof, in each
          case until the Certificate Principal Balance thereof is reduced to
          zero, and not as described above.

          (c)     [Reserved].

          (d)     On each Distribution Date, any Excess Cashflow will be paid
to the Classes of Certificates in the following order of priority:

                  (1) with respect to any Distribution Date on or after the
          Distribution Date in July 2005, to the Certificateholders of the
          Offered Certificates then entitled to receive distributions in
          respect of principal, in an aggregate amount equal to the Extra
          Principal Distribution Amount, payable to such Certificateholders as
          part of the Principal Distribution Amount pursuant to Section 4.04(b)
          above,

                  (2) to the Class M-1 Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

                  (3) to the Class M-1 Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

                  (4) to the Class M-2 Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

                  (5) to the Class M-2 Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;



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<PAGE>

                  (6) to the Class M-3 Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

                  (7) to the Class M-3 Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

                  (8) to the Class M-4 Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

                  (9) to the Class M-4 Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

                  (10) to the Class M-5 Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

                  (11) to the Class M-5 Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

                  (12) to the Class M-6 Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

                  (13) to the Class M-6 Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

                  (14) to the Class M-7 Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

                  (15) to the Class M-7 Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

                  (16) to the Class B Certificateholders, in an amount equal to
          the Interest Carry Forward Amount for such Class and Distribution
          Date;

                  (17) to the Class B Certificateholders, in an amount equal to
          the Unpaid Realized Loss Amount for such Class and Distribution Date;

                  (18) from any remaining Excess Cashflow, concurrently to each
          Class of Interest-Bearing Certificates (in each case after
          application of amounts received in respect of the Corridor Contract
          to cover Net Rate Carryover), pro rata based on the Certificate
          Principal Balances thereof, to the extent needed to pay any unpaid
          Net Rate Carryover for each such Class; and then any Excess Cashflow
          remaining after such allocation to pay Net Rate Carryover based on
          the Certificate Principal Balances of the Certificates will be
          distributed to each Class with respect to which there remains any
          unpaid Net Rate Carryover, pro rata, based on the amount of such
          unpaid Net Rate Carryover;

                  (19) to the to the Carryover Reserve Fund, in an amount equal
          to the Required Carryover Reserve Fund Deposit (after giving effect
          to other deposits and



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<PAGE>

          withdrawals therefrom on such Distribution Date without regard to the
          portion of any early termination payment received in respect of the
          Corridor Contract that is allocated to the Trust Fund);

                  (20) to the Class C Certificateholders, the Class C
          Distributable Amount for such Distribution Date; and

                  (21) to the Class A-R Certificates.

          (e)     On each Distribution Date on or prior to the Corridor
Contract Termination Date, amounts received by the Trustee in respect of the
Corridor Contract for such Distribution Date will be withdrawn from the
Carryover Reserve Fund and distributed in the following order of priority:

                  (1) first, concurrently to each Class of Interest-Bearing
          Certificates, pro rata, based on the Certificate Principal Balances
          thereof, to the extent needed to pay any Net Rate Carryover for each
          such Class; and then, to each such class of Interest-Bearing
          Certificates to the extent needed to pay any remaining unpaid Net
          Rate Carryover, pro rata, based on the amount of such remaining
          unpaid Net Rate Carryover; and

                  (2) any remaining amounts to the Holders of the Class C
          Certificates, unless the Corridor Contract is subject to early
          termination, in which case any early termination payments received by
          the Trustee in respect of the Corridor Contract shall be deposited by
          the Trustee in the Carryover Reserve Fund to cover any Net Rate
          Carryover on the Certificates entitled thereto on future Distribution
          Dates until the Corridor Contract Termination Date.

          (f)     To the extent that a Class of Interest-Bearing Certificates
receives interest in excess of the Net Rate Cap, such interest shall be deemed
to have been paid to the Carryover Reserve Fund and then paid by the Carryover
Reserve Fund to those Certificateholders. For purposes of the Code, amounts
deemed deposited in the Carryover Reserve Fund shall be deemed to have first
been distributed to the Class C Certificates.

          (g)     On each Distribution Date, all Prepayment Charges (including
amounts deposited in connection with the full or partial waiver of such
Prepayment Charges pursuant to Section 3.20) shall be allocated and paid to the
Class P Certificates. On the Class P Principal Distribution Date, the Trustee
shall make the $100.00 distribution to the Class P Certificates as specified in
Section 3.08.

          (h)     On each Distribution Date, the Trustee shall allocate the
Applied Realized Loss Amount with respect to the Subordinate Certificates to
reduce the Certificate Principal Balances of the Subordinate Certificates in
the following order of priority:

                  (1) to the Class B Certificates until the Certificate
          Principal Balance thereof is reduced to zero;



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<PAGE>

                  (2) to the Class M-7 Certificates until the Certificate
          Principal Balance thereof is reduced to zero;

                  (3) to the Class M-6 Certificates until the Certificate
          Principal Balance thereof is reduced to zero;

                  (4) to the Class M-5 Certificates until the Certificate
          Principal Balance thereof is reduced to zero;

                  (5) to the Class M-4 Certificates until the Certificate
          Principal Balance thereof is reduced to zero;

                  (6) to the Class M-3 Certificates until the Certificate
          Principal Balance thereof is reduced to zero;

                  (7) to the Class M-2 Certificates until the Certificate
          Principal Balance thereof is reduced to zero; and

                  (8) to the Class M-1 Certificates until the Certificate
          Principal Balance thereof is reduced to zero.

          (i)     On each Distribution Date, the Trustee shall allocate the
amount of the Subsequent Recoveries, if any, to increase the Certificate
Principal Balances of the Subordinate Certificates to which Applied Realized
Loss Amounts have been previously allocated in the following order of priority:

                  (1) to the Class M-1 Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class M-1
          Certificates;

                  (2) to the Class M-2 Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class M-2
          Certificates;

                  (3) to the Class M-3 Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class M-3
          Certificates;

                  (4) to the Class M-4 Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class M-4
          Certificates;

                  (5) to the Class M-5 Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class M-5
          Certificates;

                  (6) to the Class M-6 Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class M-6
          Certificates;

                  (7) to the Class M-7 Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class M-7
          Certificates; and



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<PAGE>

                  (8) to the Class B Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class B
          Certificates.

          Holders of Certificates to which any Subsequent Recoveries have been
allocated shall not be entitled to any payment in respect of Current Interest
on the amount of such increases for any Accrual Period preceding the
Distribution Date on which such increase occurs.

          Subject to Section 9.02 hereof respecting the final distribution, on
each Distribution Date the Trustee shall make distributions to each
Certificateholder of record on the preceding Record Date either by wire
transfer in immediately available funds to the account of such Holder at a bank
or other entity having appropriate facilities therefor, if (i) such Holder has
so notified the Trustee at least 5 Business Days prior to the related Record
Date and (ii) such Holder shall hold Regular Certificates with an aggregate
initial Certificate Principal Balance of not less than $1,000,000 or evidencing
a Percentage Interest aggregating 10% or more with respect to such Class or, if
not, by check mailed by first class mail to such Certificateholder at the
address of such Holder appearing in the Certificate Register. Notwithstanding
the foregoing, but subject to Section 9.02 hereof respecting the final
distribution, distributions with respect to Certificates registered in the name
of a Depository shall be made to such Depository in immediately available
funds.

          On or before 5:00 p.m. Pacific time on the fifth Business Day
following each Determination Date (but in no event later than 5:00 p.m. Pacific
time on the third Business Day before the related Distribution Date), the
Master Servicer shall deliver a report to the Trustee (in the form of a
computer readable magnetic tape or by such other means as the Master Servicer
and the Trustee may agree from time to time) containing such data and
information as agreed to by the Master Servicer and the Trustee such as to
permit the Trustee to prepare the Monthly Statement to Certificateholders and
make the required distributions for the related Distribution Date (the
"Remittance Report"). The Trustee shall not be responsible to recompute,
recalculate or verify information provided to it by the Master Servicer and
shall be permitted to conclusively rely on any information provided to it by
the Master Servicer.

          Section 4.05  Monthly Statements to Certificateholders.
                        -----------------------------------------

          (a)     Not later than each Distribution Date, the Trustee shall
prepare and cause to be forwarded by first class mail to each Holder of a Class
of Certificates of the Trust Fund, the Master Servicer, each Seller and the
Depositor a statement setting forth for the Certificates:

                  (1) the amount of the related distribution to Holders of each
          Class allocable to principal, separately identifying (A) the
          aggregate amount of any Principal Prepayments included therein and
          (B) the aggregate of all scheduled payments of principal included
          therein;

                  (2) the amount of such distribution to Holders of each Class
          allocable to interest;

                  (3) any Interest Carry Forward Amount for each Class;



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<PAGE>

                  (4) the Certificate Principal Balance of each Class after
          giving effect (i) to all distributions allocable to principal on such
          Distribution Date, (ii) the allocation of any Applied Realized Loss
          Amounts for such Distribution Date and (iii) the allocation of any
          Subsequent Recoveries for such Distribution Date;

                  (5) the aggregate Stated Principal Balance of the Mortgage
          Loans for the Mortgage Pool;

                  (6) the related amount of the Servicing Fees paid to or
          retained by the Master Servicer for the related Due Period;

                  (7) the Pass-Through Rate for each Class of Certificates with
          respect to the current Accrual Period;

                  (8) the Net Rate Carryover paid on any Class of Certificates
          on such Distribution Date and any Net Rate Carryover remaining on any
          Class of Certificates on such Distribution Date;

                  (9) the amount of Advances included in the distribution on
          such Distribution Date;

                  (10) the number and aggregate principal amounts of Mortgage
          Loans: (A) Delinquent (exclusive of Mortgage Loans in foreclosure)
          (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, and (B)
          in foreclosure and Delinquent (1) 30 to 59 days, (2) 60 to 89 days
          and (3) 90 or more days, in each case as of the close of business on
          the last day of the calendar month preceding such Distribution Date;

                  (11) with respect to any Mortgage Loan that became an REO
          Property during the preceding calendar month, the loan number and
          Stated Principal Balance of such Mortgage Loan and the date of
          acquisition thereof;

                  (12) the total number and Stated Principal Balance of any
          Mortgage Loans converted to REO Properties, as of the close of
          business on the Determination Date preceding such Distribution Date;

                  (13) the aggregate Stated Principal Balance of all Liquidated
          Mortgage Loans;

                  (14) with respect to any Liquidated Mortgage Loan, the loan
          number and Stated Principal Balance relating thereto;

                  (15) whether a Trigger Event is in effect;

                  (16) the amount of the distribution made to the Holders of
          the Class P Certificates;

                  (17) the amount of Realized Losses and Subsequent Recoveries
          applied to the Subordinate Certificates for such Distribution Date;



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<PAGE>

                  (18) prior to the end of the Funding Period, (A) the amount
          on deposit in the Pre-Funding Account (if any) on the related
          Determination Date (net of investment income) and the amount (if any)
          included in the Principal Distribution Amount and (B) the aggregate
          Stated Principal Balances of the Subsequent Mortgage Loans for
          Subsequent Transfer Dates occurring during the related Due Period;

                  (19) the amount, if any, due to the Trustee on behalf of the
          Trust, and the amount, if any, received by the Trustee on behalf of
          the Trust, in respect of the Corridor Contract for such Distribution
          Date;

                  (20) all payments made by the Master Servicer in respect of
          Compensating Interest for such Distribution Date;

                  (21) the information set forth in the Prepayment Charge
          Schedule;

                  (22) with respect to any Mortgage Loan repurchased by a
          Seller or purchased by the Master Servicer or the Depositor, the loan
          number and Stated Principal Balance relating thereto; and

                  (23) the amount of any claims made, and any claims rejected,
          under the Mortgage Insurance Policy during the related Due Period.

          (b)     The Trustee's responsibility for disbursing the above
information to the Certificateholders is limited to the availability,
timeliness and accuracy of the information derived from the Master Servicer.
The Trustee shall send a copy of each statement provided pursuant to this
Section 4.05 to each Rating Agency and the NIM Insurer. The Trustee may make
the above information available to Certificateholders via the Trustee's website
at http://www.bnyinvestorreporting.com.

          (c)     Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at
any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (a)(1), (a)(2) and (a)(6) of
this Section 4.05 aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of
the Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee pursuant
to any requirements of the Code as from time to time in effect.

          (d)     Upon filing with the Internal Revenue Service, the Trustee
shall furnish to the Holders of the Class A-R Certificates the Form 1066 and
each Form 1066Q and shall respond promptly to written requests made not more
frequently than quarterly by any Holder of Class A-R Certificates with respect
to the following matters:

                  (1) The original projected principal and interest cash flows
          on the Closing Date on each related Class of regular and residual
          interests created hereunder and on the Mortgage Loans, based on the
          Prepayment Assumption;

                  (2) The projected remaining principal and interest cash flows
          as of the end of any calendar quarter with respect to each related
          Class of regular and residual



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<PAGE>

          interests created hereunder and the Mortgage Loans, based on the
          Prepayment Assumption;

                  (3) The applicable Prepayment Assumption and any interest
          rate assumptions used in determining the projected principal and
          interest cash flows described above;

                  (4) The original issue discount (or, in the case of the
          Mortgage Loans, market discount) or premium accrued or amortized
          through the end of such calendar quarter with respect to each related
          Class of regular or residual interests created hereunder and to the
          Mortgage Loans, together with each constant yield to maturity used in
          computing the same;

                  (5) The treatment of losses realized with respect to the
          Mortgage Loans or the regular interests created hereunder, including
          the timing and amount of any cancellation of indebtedness income of
          the related REMIC with respect to such regular interests or bad debt
          deductions claimed with respect to the Mortgage Loans;

                  (6) The amount and timing of any non-interest expenses of the
          related REMIC; and

                  (7) Any taxes (including penalties and interest) imposed on
          the related REMIC, including, without limitation, taxes on
          "prohibited transactions," "contributions" or "net income from
          foreclosure property" or state or local income or franchise taxes.

                  The information pursuant to clauses (1), (2), (3) and (4)
above shall be provided by the Depositor pursuant to Section 8.11.

          Section 4.06 [Reserved]
                        ---------

          Section 4.07 [Reserved]
                        ---------

          Section 4.08 Carryover Reserve Fund.
                        ----------------------

          (a)     On the Closing Date, the Trustee shall establish and maintain
in its name, in trust for the benefit of the Holders of the Certificates, the
Carryover Reserve Fund and shall deposit $10,000 therein. The Carryover Reserve
Fund shall be an Eligible Account, and funds on deposit therein shall be held
separate and apart from, and shall not be commingled with, any other moneys,
including without limitation, other moneys held by the Trustee pursuant to this
Agreement.

          (b)     On each Distribution Date, the Trustee shall deposit all
amounts received in respect of the Corridor Contract in the Carryover Reserve
Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to
make distributions in respect of Net Rate Carryover as to the extent required
by Section 4.04.

          (c)     Any amounts received on the Corridor Contract with respect to
a Distribution Date and remaining after the distributions required pursuant to
Section 4.04(e) shall



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<PAGE>

be distributed to the Class C Certificates; provided, however, that if the
Corridor Contract is subject to early termination, early termination payments
received in respect of the Corridor Contract shall be deposited by the Trustee
in the Carryover Reserve Fund and withdrawn from the Carryover Reserve Fund to
pay any Net Rate Carryover on the related Classes of Certificates as provided
in Section 4.04(e) on the Distribution Dates following such termination to and
including the Corridor Contract Termination Date, but such early termination
payments shall not be available for distribution to the Class C Certificates on
future Distribution Dates until the Corridor Contract Termination Date.

          (d)     Funds in the Carryover Reserve Fund in respect of amounts
received in respect of the Corridor Contract may be invested in Permitted
Investments at the direction of the Majority Holder of the Class C Certificates
(voting as a single Class), which Permitted Investments shall mature not later
than the Business Day immediately preceding the first Distribution Date that
follows the date of such investment (except that if such Permitted Investment
is an obligation of the institution that maintains the Carryover Reserve Fund,
then such Permitted Investment shall mature not later than such Distribution
Date) and shall not be sold or disposed of prior to maturity. All such
Permitted Investments shall be made in the name of the Trustee, for the benefit
of the Certificateholders. In the absence of such written direction, all funds
in the Carryover Reserve Fund in respect of amounts received of under the
Corridor Contract shall be invested by the Trustee in The Bank of New York cash
reserves. Any net investment earnings on such amounts shall be payable pro rata
to the Holders of the Class C Certificates in accordance with their Percentage
Interests. Any losses incurred in the Carryover Reserve Fund in respect of any
such investments shall be charged against amounts on deposit in the Carryover
Reserve Fund (or such investments) immediately as realized.

          (e)     The Trustee shall not be liable for the amount of any loss
incurred in respect of any investment or lack of investment of funds held in
the Carryover Reserve Fund and made in accordance with this Section 4.08. The
Carryover Reserve Fund shall not constitute an asset of any REMIC created
hereunder. The Class C Certificates shall evidence ownership of the Carryover
Reserve Fund for federal tax purposes.

          Section 4.09  [Reserved]
                        ----------

                                  ARTICLE V.
                                THE CERTIFICATES

          Section 5.01  The Certificates.
                        -----------------

          The Certificates shall be substantially in the forms attached hereto
as Exhibits A-1 through A-11, Exhibit B, Exhibit C, Exhibit D and Exhibit E.
The Certificates shall be issuable in registered form, in the minimum dollar
denominations, integral dollar multiples in excess thereof and aggregate dollar
denominations as set forth in the following table:

<TABLE>
<CAPTION>
                                                               Integral Multiples in        Original Certificate
            Class                  Minimum Denomination          Excess of Minimum            Principal Balance
------------------------------- ---------------------------- -------------------------- ------------------------------
<S>                             <C>                          <C>                        <C>
             A-1                          $20,000                     $1,000                    $ 533,375,000



                                      105
<PAGE>

             A-2                          $20,000                     $1,000                    $ 457,919,000
             A-3                          $20,000                     $1,000                   $   82,706,000
             M-1                          $20,000                     $1,000                   $   26,400,000
             M-2                          $20,000                     $1,000                   $   24,000,000
             M-3                          $20,000                     $1,000                   $   13,200,000
             M-4                          $20,000                     $1,000                   $   13,200,000
             M-5                          $20,000                     $1,000                   $   13,200,000
             M-6                          $20,000                     $1,000                   $   12,000,000
             M-7                          $20,000                     $1,000                   $   12,000,000
              B                           $20,000                     $1,000                   $   12,000,000
             A-R                         $99.95(1)                      N/A                         $100
              C                             N/A                         N/A                          N/A
              P                             N/A                         N/A                         $100
(1)      The Tax Matters Person Certificate may be issued in a denomination of $0.05.
</TABLE>

          The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer. Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased
to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such authentication
and delivery. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form set forth
as attached hereto executed by the Trustee by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. On the Closing Date, the Trustee shall authenticate
the Certificates to be issued at the written direction of the Depositor, or any
affiliate thereof.

          The Depositor shall provide, or cause to be provided, to the Trustee
on a continuous basis, an adequate inventory of Certificates to facilitate
transfers.

          Section 5.02  Certificate Register; Registration of Transfer and
                        --------------------------------------------------
                        Exchange of Certificates.
                        -------------------------

          (a)     The Trustee shall maintain a Certificate Register for the
Trust Fund in which, subject to the provisions of subsections (b) and (c) below
and to such reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of Transfers and exchanges of
Certificates as herein provided. Upon surrender for registration of Transfer of
any Certificate, the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and of like aggregate Percentage Interest.

          At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall



                                      106
<PAGE>

execute, authenticate, and deliver the Certificates that the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of Transfer or exchange shall be accompanied by a
written instrument of Transfer in form satisfactory to the Trustee duly
executed by the Holder thereof or his attorney duly authorized in writing.

          No service charge to the Certificateholders shall be made for any
registration of Transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any Transfer or exchange of Certificates may be required.

          All Certificates surrendered for registration of Transfer or exchange
shall be canceled and subsequently destroyed by the Trustee in accordance with
the Trustee's customary procedures.

          (b)     No Transfer of a Private Certificate shall be made unless
such Transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In the event that a transfer is to be made in reliance upon an exemption
from the Securities Act and such state securities laws, in order to assure
compliance with the Securities Act and such state securities laws, the
Certificateholder desiring to effect such Transfer and such Certificateholder's
prospective transferee shall (except in connection with any transfer of a
Private Certificate to an affiliate of the Depositor (either directly or
through a nominee) on or about the Closing Date) each certify to the Trustee in
writing the facts surrounding the Transfer in substantially the forms set forth
in Exhibit J-2 and, in the case of a Class A-R Certificate, Exhibit J-1 (each,
a "Transferor Certificate") and (i) deliver a letter in substantially the form
of either Exhibit K (the "Investment Letter") or Exhibit L (the "Rule 144A
Letter") or (ii) there shall be delivered to the Trustee at the expense of the
Certificateholder desiring to effect such transfer an Opinion of Counsel that
such Transfer may be made pursuant to an exemption from the Securities Act;
provided, however, that in the case of the delivery of an Investment Letter in
connection with the transfer of any Class C or Class P Certificate to a
transferee that is formed with the purpose of issuing notes backed by such
Class C or Class P Certificate, as the case may be, clause (b) and (c) of the
form of Investment Letter shall not be applicable and shall be deleted by such
transferee. The Depositor shall provide to any Holder of a Private Certificate
and any prospective transferee designated by any such Holder, information
regarding the related Certificates and the Mortgage Loans and such other
information as shall be necessary to satisfy the condition to eligibility set
forth in Rule 144A(d)(4) for transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Trustee, the Co-Trustee and the Master
Servicer shall cooperate with the Depositor in providing the Rule 144A
information referenced in the preceding sentence, including providing to the
Depositor such information regarding the Certificates, the Mortgage Loans and
other matters regarding the Trust Fund as the Depositor shall reasonably
request to meet its obligation under the preceding sentence. Each Holder of a
Private Certificate desiring to effect such Transfer shall, and does hereby
agree to, indemnify the Trustee, the Co-Trustee, the Depositor, the Trust Fund,
each Seller, the Master Servicer and the NIM Insurer against any liability that
may result if the Transfer is not so exempt or is not made in accordance with
such federal and state laws.



                                      107
<PAGE>

          No Transfer of an ERISA-Restricted Certificate (other than a transfer
of an ERISA-Restricted Certificate to an affiliate of the Depositor (either
directly or through a nominee) on or about the Closing Date) shall be made
unless the Trustee shall have received either (i) a representation from the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
K or Exhibit L, or in the event such Certificate is a Residual Certificate,
such requirement is satisfied only by the Trustee's receipt of a representation
letter from the transferee substantially in the form of Exhibit I), to the
effect that (x) such transferee is not an employee benefit plan or arrangement
subject to Section 406 of ERISA or a plan or arrangement subject to Section
4975 of the Code, or a Person acting on behalf of any such plan or arrangement
or using the assets of any such plan or arrangement, or (y) in the case of an
ERISA-Restricted Certificate that has been the subject of an ERISA-Qualifying
Underwriting, a representation that the transferee is an insurance company
which is purchasing such Certificate with funds contained in an "insurance
company general account" (as such term is defined in section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificate satisfy the requirements for exemptive relief under
Sections I and III of PTCE 95-60 or (ii) in the case of any ERISA-Restricted
Certificate presented for registration in the name of an employee benefit plan
or arrangement subject to ERISA, or a plan or arrangement subject to Section
4975 of the Code (or comparable provisions of any subsequent enactments), or a
trustee of any such plan or arrangement or any other person acting on behalf of
any such plan or arrangement, an Opinion of Counsel satisfactory to the
Trustee, addressed to the Trustee and the Master Servicer, to the effect that
the purchase or holding of such ERISA-Restricted Certificate will not result in
a non-exempt prohibited transaction under ERISA or the Code and will not
subject the Trustee or the Master Servicer to any obligation in addition to
those expressly undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee, the Master Servicer, or the Trust Fund. For
purposes of the preceding sentence, one of such representations, as
appropriate, shall be deemed to have been made to the Trustee by the
transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance
by a Certificate Owner of the beneficial interest in any such Class of
ERISA-Restricted Certificates) unless the Trustee shall have received from the
transferee an Opinion of Counsel as described in clause (ii) or a
representation letter acceptable in form and substance to the Trustee.
Notwithstanding anything else to the contrary herein, any purported transfer of
an ERISA-Restricted Certificate to or on behalf of an employee benefit plan
subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code
without the delivery to the Trustee of an Opinion of Counsel satisfactory to
the Trustee meeting the requirements of clause (i) of the first sentence of
this paragraph as described above shall be void and of no effect. The Trustee
shall be under no liability to any Person for any registration of transfer of
any ERISA-Restricted Certificate that is in fact not permitted by this Section
5.02(b) or for making any payments due on such Certificate to the Holder
thereof or taking any other action with respect to such Holder under the
provisions of this Agreement so long as the Trustee, with respect to the
transfer of such Classes of Certificates, required delivery of such
certificates and other documentation or evidence as are expressly required by
the terms of this Agreement and examined such certificates and other
documentation or evidence to determine compliance as to form with the express
requirements hereof. The Trustee shall be entitled, but not obligated, to
recover from any Holder of any ERISA-Restricted Certificate that was in fact an
employee



                                      108
<PAGE>

benefit plan or arrangement subject to Section 406 of ERISA or a plan or
arrangement subject to Section 4975 of the Code or a Person acting on behalf of
any such plan or arrangement at the time it became a Holder or, at such
subsequent time as it became such a plan or arrangement or Person acting on
behalf of such a plan or arrangement, all payments made on such
ERISA-Restricted Certificate at and after either such time. Any such payments
so recovered by the Trustee shall be paid and delivered by the Trustee to the
last preceding Holder of such Certificate that is not such a plan or
arrangement or Person acting on behalf of a plan or arrangement.

          (c)     Each Person who has or who acquires any Ownership Interest in
a Class A-R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions,
and the rights of each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:

                  (1) Each Person holding or acquiring any Ownership Interest
          in a Class A-R Certificate shall be a Permitted Transferee and shall
          promptly notify the Trustee of any change or impending change in its
          status as a Permitted Transferee.

                  (2) Except in connection with (i) the registration of the Tax
          Matters Person Certificate in the name of the Trustee or (ii) any
          registration in the name of, or transfer of a Class A-R Certificate
          to, an affiliate of the Depositor (either directly or through a
          nominee) on or about the Closing Date, no Ownership Interest in a
          Class A-R Certificate may be registered or transferred, and the
          Trustee shall not register the Transfer of any Class A-R Certificate,
          unless the Trustee shall have been furnished with an affidavit (a
          "Transfer Affidavit") of the initial owner or the proposed transferee
          in the form attached hereto as Exhibit I.

                  (3) Each Person holding or acquiring any Ownership Interest
          in a Class A-R Certificate shall agree (A) to obtain a Transfer
          Affidavit from any other Person to whom such Person attempts to
          Transfer its Ownership Interest in a Class A-R Certificate, (B) to
          obtain a Transfer Affidavit from any Person for whom such Person is
          acting as nominee, trustee or agent in connection with any Transfer
          of a Class A-R Certificate and (C) not to Transfer its Ownership
          Interest in a Class A-R Certificate, or to cause the Transfer of an
          Ownership Interest in a Class A-R Certificate to any other Person, if
          it has actual knowledge that such Person is not a Permitted
          Transferee or that such Transfer Affidavit is false.

                  (4) Any attempted or purported Transfer of any Ownership
          Interest in a Class A-R Certificate in violation of the provisions of
          this Section 5.02(c) shall be absolutely null and void and shall vest
          no rights in the purported Transferee. If any purported transferee
          shall become a Holder of a Class A-R Certificate in violation of the
          provisions of this Section 5.02(c), then the last preceding Permitted
          Transferee shall be restored to all rights as Holder thereof
          retroactive to the date of registration of Transfer of such Class A-R
          Certificate. The Trustee shall be under no liability to any Person
          for any registration of Transfer of a Class A-R Certificate that is
          in fact not permitted by Section 5.02(b) and this Section 5.02(c) or
          for making any payments due on such Certificate to the Holder thereof
          or taking any other action with respect to such Holder under the
          provisions of this Agreement so long as the Transfer was registered
          after receipt of the



                                      109
<PAGE>

          related Transfer Affidavit and Transferor Certificate. The Trustee
          shall be entitled but not obligated to recover from any Holder of a
          Class A-R Certificate that was in fact not a Permitted Transferee at
          the time it became a Holder or, at such subsequent time as it became
          other than a Permitted Transferee, all payments made on such Class
          A-R Certificate at and after either such time. Any such payments so
          recovered by the Trustee shall be paid and delivered by the Trustee
          to the last preceding Permitted Transferee of such Certificate.

                  (5) The Master Servicer shall use its best efforts to make
          available, upon receipt of written request from the Trustee, all
          information necessary to compute any tax imposed under section
          860E(e) of the Code as a result of a Transfer of an Ownership
          Interest in a Class A-R Certificate to any Holder who is not a
          Permitted Transferee.

          The restrictions on Transfers of a Class A-R Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Class A-R Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
of Counsel shall not be an expense of the Trustee, any Seller or the Master
Servicer to the effect that the elimination of such restrictions will not cause
any REMIC formed hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding or result in the imposition of any tax on the
Trust Fund, a Certificateholder or another Person. Each Person holding or
acquiring any Ownership Interest in a Class A-R Certificate, by acceptance of
its Ownership Interest, shall be deemed to consent to any amendment of this
Agreement that, based on an Opinion of Counsel furnished to the Trustee, is
reasonably necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Class A-R Certificate is not transferred, directly or
indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Class A-R Certificate that is held by a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.

          (d)     The preparation and delivery of all affidavits,
certifications and opinions referred to above in this section 5.02 shall not be
an expense of the Trust Fund, the Trustee, the Depositor, any Seller or the
Master Servicer.

          Section 5.03  Mutilated, Destroyed, Lost or Stolen Certificates.
                        --------------------------------------------------

          If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and of the ownership thereof and (b) there is
delivered to the Master Servicer and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Trustee that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute, authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like Class, tenor and Percentage Interest. In connection with
the issuance of any new Certificate under this Section 5.03, the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith. Any
replacement Certificate issued pursuant to this Section 5.03 shall constitute
complete and indefeasible evidence of ownership in the Trust Fund, as if




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originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time. All Certificates surrendered to the Trustee under
the terms of this Section 5.03 shall be canceled and destroyed by the Trustee
in accordance with its standard procedures without liability on its part.

          Section 5.04  Persons Deemed Owners.
                        ----------------------

          The Master Servicer, the Trustee and any agent of the Master Servicer
or the Trustee may treat the person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as
provided in this Agreement and for all other purposes whatsoever, and none of
the Master Servicer, the Trustee or the NIM Insurer or any agent of the Master
Servicer, the Trustee or the NIM Insurer shall be affected by any notice to the
contrary.

          Section 5.05  Access to List of Certificateholders' Names and
                        -----------------------------------------------
                        Addresses.
                        ----------

          If three or more Certificateholders or Certificate Owners (a) request
such information in writing from the Trustee, (b) state that such
Certificateholders or Certificate Owners desire to communicate with other
Certificateholders or Certificate Owners with respect to their rights under
this Agreement or under the Certificates and (c) provide a copy of the
communication that such Certificateholders or Certificate Owners propose to
transmit or if the Depositor or Master Servicer shall request such information
in writing from the Trustee, then the Trustee shall, within ten Business Days
after the receipt of such request, provide the Depositor, the Master Servicer
or such Certificateholders or Certificate Owners at such recipients' expense
the most recent list of the Certificateholders of the Trust Fund held by the
Trustee, if any. The Depositor and every Certificateholder or Certificate
Owner, by receiving and holding a Certificate, agree that the Trustee shall not
be held accountable by reason of the disclosure of any such information as to
the list of the Certificateholders hereunder, regardless of the source from
which such information was derived.

          Section 5.06  Book-Entry Certificates.
                        ------------------------

          The Book-Entry Certificates, upon original issuance, shall be issued
in the form of one typewritten Certificate (or more than one, if required by
the Depository) for each Class of such Certificates, to be delivered to the
Depository by or on behalf of the Depositor. Such Certificates shall initially
be registered on the Certificate Register in the name of the Depository or its
nominee, and no Certificate Owner of such Certificates will receive a
definitive certificate representing such Certificate Owner's interest in such
Certificates, except as provided in Section 5.08. Unless and until definitive,
fully registered Certificates ("Definitive Certificates") have been issued to
the Certificate Owners of such Certificates pursuant to Section 5.08:

          (a)     the provisions of this Section shall be in full force and
effect;

          (b)     the Depositor, the Sellers, the Master Servicer and the
Trustee may deal with the Depository and the Depository Participants for all
purposes (including the making of distributions) as the authorized
representative of the respective Certificate Owners of such Certificates;



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          (c)     registration of the Book-Entry Certificates may not be
transferred by the Trustee except to another Depository;

          (d)     the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the
Depository Participants. Pursuant to the Depository Agreement, unless and until
Definitive Certificates are issued pursuant to Section 5.08, the Depository
will make book-entry transfers among the Depository Participants and receive
and transmit distributions of principal and interest on the related
Certificates to such Depository Participants;

          (e)     the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants;

          (f)     the Trustee may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its Depository
Participants; and

          (g)     to the extent the provisions of this Section conflict with
any other provisions of this Agreement, the provisions of this Section shall
control.

          For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of,
Certificateholders evidencing a specified percentage of the aggregate unpaid
principal amount of any Class of Certificates, such direction or consent may be
given by Certificate Owners (acting through the Depository and the Depository
Participants) owning Book-Entry Certificates evidencing the requisite
percentage of principal amount of such Class of Certificates.

          Section 5.07  Notices to Depository.
                        ----------------------

          Whenever any notice or other communication is required to be given to
Certificateholders of the Class with respect to which Book-Entry Certificates
have been issued, unless and until Definitive Certificates shall have been
issued to the related Certificate Owners, the Trustee shall give all such
notices and communications to the Depository.

          Section 5.08  Definitive Certificates.
                        ------------------------

          If, after Book-Entry Certificates have been issued with respect to
any Certificates, (a) the Depositor advises the Trustee that the Depository is
no longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Trustee or the
Depositor is unable to locate a qualified successor or (b) after the occurrence
and continuation of an Event of Default, Certificate Owners of such Book-Entry
Certificates having not less than 51% of the Voting Rights evidenced by any
Class of Book-Entry Certificates advise the Trustee and the Depository in
writing through the Depository Participants that the continuation of a
book-entry system with respect to Certificates of such Class through the
Depository (or its successor) is no longer in the best interests of the
Certificate Owners of such Class, then the Trustee shall notify all Certificate
Owners of such Certificates, through the Depository, of the occurrence of any
such event and of the availability of Definitive Certificates to Certificate
Owners of such Class requesting the same. The Depositor shall



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<PAGE>

provide the Trustee with an adequate inventory of Certificates to facilitate
the issuance and transfer of Definitive Certificates. Upon surrender to the
Trustee of any such Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee shall
authenticate and deliver such Definitive Certificates. Neither the Depositor
nor the Trustee shall be liable for any delay in delivery of such instructions
and each may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of such Definitive Certificates, all references
herein to obligations imposed upon or to be performed by the Depository shall
be deemed to be imposed upon and performed by the Trustee, to the extent
applicable with respect to such Definitive Certificates and the Trustee shall
recognize the Holders of such Definitive Certificates as Certificateholders
hereunder.

          Section 5.09  Maintenance of Office or Agency.
                        --------------------------------

          The Trustee will maintain or cause to be maintained at its expense an
office or offices or agency or agencies in New York City where Certificates may
be surrendered for registration of transfer or exchange. The Trustee initially
designates its offices at 101 Barclay Street, New York, New York 10286,
Attention: Corporate Trust MBS Administration, as offices for such purposes.
The Trustee will give prompt written notice to the Certificateholders of any
change in such location of any such office or agency.

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

          Section 6.01  Respective Liabilities of the Depositor, the Master
                        ---------------------------------------------------
                        Servicer and the Sellers.
                        -------------------------

          The Depositor, the Master Servicer and each Seller shall each be
liable in accordance herewith only to the extent of the obligations
specifically and respectively imposed upon and undertaken by them herein.

          Section 6.02  Merger or Consolidation of the Depositor, the Master
                        ----------------------------------------------------
                        Servicer or the Sellers.
                        ------------------------

          The Depositor will keep in full effect its existence, rights and
franchises as a corporation under the laws of the United States or under the
laws of one of the states thereof and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement. The Master Servicer will keep in effect its
existence, rights and franchises as a limited partnership under the laws of the
United States or under the laws of one of the states thereof and will obtain
and preserve its qualification or registration to do business as a foreign
partnership in each jurisdiction in which such qualification or registration is
or shall be necessary to protect the validity and enforceability of this
Agreement or any of the Mortgage Loans and to perform its duties under this
Agreement.

          Any Person into which the Depositor, the Master Servicer or any
Seller may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the



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Depositor, the Master Servicer or any Seller shall be a party, or any person
succeeding to the business of the Depositor, the Master Servicer or any Seller,
shall be the successor of the Depositor, the Master Servicer or such Seller, as
the case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Fannie Mae and Freddie Mac.

          Section 6.03  Limitation on Liability of the Depositor, the Sellers,
                        ------------------------------------------------------
                        the Master Servicer, the NIM Insurer and Others.
                        ------------------------------------------------

          None of the Depositor, the Sellers, the NIM Insurer or the Master
Servicer or any of the directors, officers, employees or agents of the
Depositor, the Sellers, the NIM Insurer or the Master Servicer shall be under
any liability to the Trustee (except as provided in Section 8.05), the Trust
Fund or the Certificateholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided that this provision shall not protect the Depositor, the
Sellers, the Master Servicer or any such Person against any breach of
representations or warranties made by it herein or protect the Depositor, the
Sellers, the Master Servicer or any such Person from any liability that would
otherwise be imposed by reasons of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Sellers, the NIM Insurer,
the Master Servicer and any director, officer, employee or agent of the
Depositor, the Sellers, the NIM Insurer or the Master Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted
by any Person respecting any matters arising hereunder. The Depositor, the
Sellers, the NIM Insurer, the Master Servicer and any director, officer,
employee or agent of the Depositor, the Sellers, the NIM Insurer or the Master
Servicer shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any audit, controversy
or judicial proceeding relating to a governmental taxing authority or any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and
duties hereunder. None of the Depositor, the Sellers, the NIM Insurer or the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action that is not incidental to its respective duties hereunder and
that in its opinion may involve it in any expense or liability; provided that
any of the Depositor, the Sellers, the NIM Insurer or the Master Servicer may,
in its discretion undertake any such action that it may deem necessary or
desirable in respect of this Agreement and the rights and duties of the parties
hereto and interests of the Trustee and the Certificateholders hereunder. In
such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be, expenses, costs and liabilities of the Trust
Fund, and the Depositor, the Sellers, the NIM Insurer and the Master Servicer
shall be entitled to be reimbursed therefor out of the Certificate Account as
provided by Section 3.08 hereof.



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<PAGE>

          Section 6.04  Limitation on Resignation of Master Servicer.
                        ---------------------------------------------

          The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon determination that its duties hereunder
are no longer permissible under applicable law or (ii) upon appointment of a
successor servicer that is reasonably acceptable to the Trustee and the NIM
Insurer and the written confirmation from each Rating Agency (which
confirmation shall be furnished to the Depositor, the Trustee and the NIM
Insurer) that such resignation will not cause such Rating Agency to reduce the
then current rating of the Certificates. Any such determination pursuant to
clause (i) of the preceding sentence permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered
to the Trustee. No resignation of the Master Servicer shall become effective
until the Trustee shall have assumed the Master Servicer's responsibilities,
duties, liabilities (other than those liabilities arising prior to the
appointment of such successor) and obligations under this Agreement.

          Section 6.05  Errors and Omissions Insurance; Fidelity Bonds.
                        -----------------------------------------------

          The Master Servicer shall, for so long as it acts as servicer under
this Agreement, obtain and maintain in force (a) a policy or policies of
insurance covering errors and omissions in the performance of its obligations
as servicer hereunder, and (b) a fidelity bond in respect of its officers,
employees and agents. Each such policy or policies and bond shall, together,
comply with the requirements from time to time of Fannie Mae and Freddie Mac
for persons performing servicing for mortgage loans purchased by Fannie Mae and
Freddie Mac. In the event that any such policy or bond ceases to be in effect,
the Master Servicer shall use its reasonable best efforts to obtain a
comparable replacement policy or bond from an insurer or issuer, meeting the
requirements set forth above as of the date of such replacement.

          The Master Servicer shall provide the Trustee and the NIM Insurer
(upon such party's reasonable request) with copies of any such insurance
policies and fidelity bond. The Master Servicer shall be deemed to have
complied with this provision if an Affiliate of the Master Servicer has such
errors and omissions and fidelity bond coverage and, by the terms of such
insurance policy or fidelity bond, the coverage afforded thereunder extends to
the Master Servicer.

                                 ARTICLE VII.
                    DEFAULT; TERMINATION OF MASTER SERVICER

          Section 7.01  Events of Default.
                        ------------------

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

                  (1) any failure by the Master Servicer to deposit in the
          Certificate Account or the Distribution Account or remit to the
          Trustee any payment (excluding a payment required to be made under
          Section 4.01 hereof) required to be made under the terms of this
          Agreement, which failure shall continue unremedied for five calendar
          days and, with respect to a payment required to be made under Section
          4.01(b) or (c) hereof, for one Business Day, after the date on which
          written notice of such failure shall have been given to the Master
          Servicer by the Trustee, the NIM Insurer or the Depositor, or to



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<PAGE>

          the Trustee, the NIM Insurer and the Master Servicer by the Holders
          of Certificates evidencing not less than 25% of the Voting Rights; or

                  (2) any failure by the Master Servicer to observe or perform
          in any material respect any other of the covenants or agreements on
          the part of the Master Servicer contained in this Agreement or any
          representation or warranty shall prove to be untrue, which failure or
          breach shall continue unremedied for a period of 60 days after the
          date on which written notice of such failure shall have been given to
          the Master Servicer by the Trustee, the NIM Insurer or the Depositor,
          or to the Trustee by the Holders of Certificates evidencing not less
          than 25% of the Voting Rights; provided that the sixty-day cure
          period shall not apply to the initial delivery of the Mortgage File
          for Delay Delivery Mortgage Loans nor the failure to repurchase or
          substitute in lieu thereof; or

                  (3) a decree or order of a court or agency or supervisory
          authority having jurisdiction in the premises for the appointment of
          a receiver or liquidator in any insolvency, readjustment of debt,
          marshalling of assets and liabilities or similar proceedings, or for
          the winding-up or liquidation of its affairs, shall have been entered
          against the Master Servicer and such decree or order shall have
          remained in force undischarged or unstayed for a period of 60
          consecutive days; or

                  (4) the Master Servicer shall consent to the appointment of a
          receiver or liquidator in any insolvency, readjustment of debt,
          marshalling of assets and liabilities or similar proceedings of or
          relating to the Master Servicer or all or substantially all of the
          property of the Master Servicer; or

                  (5) the Master Servicer shall admit in writing its inability
          to pay its debts generally as they become due, file a petition to
          take advantage of, or commence a voluntary case under, any applicable
          insolvency or reorganization statute, make an assignment for the
          benefit of its creditors, or voluntarily suspend payment of its
          obligations; or

                  (6) the Master Servicer shall fail to reimburse in full the
          Trustee not later than 6:00 p.m. (New York time) on the Business Day
          following the related Distribution Date for any Advance made by the
          Trustee pursuant to Section 4.01(d) together with accrued and unpaid
          interest.

          If an Event of Default shall occur, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the
Trustee shall, but only at the direction of either the NIM Insurer or the
Holders of Certificates evidencing not less than 25% of the Voting Rights, by
notice in writing to the Master Servicer (with a copy to each Rating Agency),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder. On or after the receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer hereunder, whether with respect to the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee. The Trustee shall thereupon make
any Advance described in Section 4.01 hereof subject to Section 3.04 hereof.
The Trustee is hereby



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<PAGE>

authorized and empowered to execute and deliver, on behalf of the Master
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. Unless expressly provided in such written
notice, no such termination shall affect any obligation of the Master Servicer
to pay amounts owed pursuant to Article VIII. The Master Servicer agrees to
cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee of all cash amounts which shall at the
time be credited to the Certificate Account, or thereafter be received with
respect to the Mortgage Loans. The Trustee shall promptly notify the Rating
Agencies of the occurrence of an Event of Default.

          Notwithstanding any termination of the activities of a Master
Servicer hereunder, such Master Servicer shall be entitled to receive, out of
any late collection of a Scheduled Payment on a Mortgage Loan that was due
prior to the notice terminating such Master Servicer's rights and obligations
as Master Servicer hereunder and received after such notice, that portion
thereof to which such Master Servicer would have been entitled pursuant to
Sections 3.08(a)(i) through (viii), and any other amounts payable to such
Master Servicer hereunder the entitlement to which arose prior to the
termination of its activities hereunder.

          Section 7.02  Trustee to Act; Appointment of Successor.
                        -----------------------------------------

          On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent
provided in Section 3.04, be the successor to the Master Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and applicable law including the obligation to make advances
pursuant to Section 4.01. As compensation therefor, the Trustee shall be
entitled to all fees, costs and expenses relating to the Mortgage Loans that
the Master Servicer would have been entitled to if the Master Servicer had
continued to act hereunder. Notwithstanding the foregoing, if the Trustee has
become the successor to the Master Servicer in accordance with Section 7.01
hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is
prohibited by applicable law from making Advances pursuant to Section 4.01
hereof or if it is otherwise unable to so act, (i) appoint any established
mortgage loan servicing institution reasonably acceptable to the NIM Insurer
(as evidenced by the prior written consent of the NIM Insurer), or (ii) if it
is unable for 60 days to appoint a successor servicer reasonably acceptable to
the NIM Insurer, petition a court of competent jurisdiction to appoint any
established mortgage loan servicing institution, the appointment of which does
not adversely affect the then current rating of the Certificates and the NIM
Insurer guaranteed notes (without giving effect to any policy or guaranty
provided by the NIM Insurer) by each Rating Agency as the successor to the
Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder. Any
successor Master Servicer shall be an institution that is a Fannie Mae and
Freddie Mac approved seller/servicer in good standing, that has been approved
by the Mortgage Insurer if required, that has a net worth of at least
$15,000,000 and that is willing to service the Mortgage Loans and executes and
delivers to the Depositor and the Trustee an agreement accepting such
delegation and assignment, that contains an assumption by such Person of the
rights, powers, duties,



                                      117
<PAGE>

responsibilities, obligations and liabilities of the Master Servicer (other
than liabilities and indemnities of the Master Servicer under Section 6.03
hereof incurred prior to termination of the Master Servicer under Section
7.01), with like effect as if originally named as a party to this Agreement;
and provided further that each Rating Agency acknowledges that its rating of
the Certificates in effect immediately prior to such assignment and delegation
will not be qualified or reduced as a result of such assignment and delegation.
No appointment of a successor to the Master Servicer hereunder shall be
effective until the Trustee shall have consented thereto, and written notice of
such proposed appointment shall have been provided by the Trustee to each
Certificateholder. The Trustee shall not resign as servicer until a successor
servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee,
unless the Trustee is prohibited by law from so acting, shall, subject to
Section 3.04 hereof, act in such capacity as herein above provided. In
connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided that no such compensation
shall be in excess of that permitted the Master Servicer hereunder. The Trustee
and such successor shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession. Neither the Trustee nor
any other successor servicer shall be deemed to be in default hereunder by
reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof or any failure to perform, or any delay in
performing, any duties or responsibilities hereunder, in either case caused by
the failure of the Master Servicer to deliver or provide, or any delay in
delivering or providing, any cash, information, documents or records to it.

          Any successor to the Master Servicer as servicer shall give notice to
the NIM Insurer and the Mortgagors of such change of servicer and shall, during
the term of its service as servicer maintain in force the policy or policies
that the Master Servicer is required to maintain pursuant to Section 6.05.

          In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, or (ii) the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the
Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the
successor Master Servicer. The predecessor Master Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
successor Master Servicer shall cause such assignment to be delivered to the
Co-Trustee promptly upon receipt of the original with evidence of recording
thereon or a copy certified by the public recording office in which such
assignment was recorded.



                                      118
<PAGE>

          Section 7.03  Notification to Certificateholders.
                        -----------------------------------

          (a)     Upon any termination of or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders and to each Rating Agency.

          (b)     Within 60 days after the occurrence of any Event of Default,
the Trustee shall transmit by mail to all Certificateholders notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.

                                 ARTICLE VIII.
                   CONCERNING THE TRUSTEE AND THE CO-TRUSTEE

          Section 8.01  Duties of Trustee.
                        ------------------

          The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default that may have occurred, shall undertake to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred and remains uncured, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

          The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee (or the Co-Trustee, to the extent provided in this Agreement)
that are specifically required to be furnished pursuant to any provision of
this Agreement shall examine them to determine whether they conform to the
requirements of this Agreement, to the extent provided in this Agreement. If
any such instrument is found not to conform to the requirements of this
Agreement in a material manner, the Trustee shall take action as it deems
appropriate to have the instrument corrected.

          No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own gross
negligent failure to act or its own misconduct, its grossly negligent failure
to perform its obligations in compliance with this Agreement, or any liability
that would be imposed by reason of its willful misfeasance or bad faith;
provided that:

                  (1) prior to the occurrence of an Event of Default, and after
          the curing of all such Events of Default that may have occurred, the
          duties and obligations of the Trustee shall be determined solely by
          the express provisions of this Agreement, the Trustee shall not be
          liable, individually or as Trustee, except for the performance of
          such duties and obligations as are specifically set forth in this
          Agreement, no implied covenants or obligations shall be read into
          this Agreement against the Trustee and the Trustee may conclusively
          rely, as to the truth of the statements and the correctness of the
          opinions expressed therein, upon any certificates or opinions
          furnished to the Trustee and conforming to the requirements of this
          Agreement that it reasonably believed in good faith to be genuine and
          to have been duly executed by the proper authorities respecting any
          matters arising hereunder;



                                      119
<PAGE>

                  (2) the Trustee shall not be liable, individually or as
          Trustee, for an error of judgment made in good faith by a Responsible
          Officer or Responsible Officers of the Trustee, unless the Trustee
          was grossly negligent or acted in bad faith or with willful
          misfeasance;

                  (3) the Trustee shall not be liable, individually or as
          Trustee, with respect to any action taken, suffered or omitted to be
          taken by it in good faith in accordance with the direction of the
          Holders of each Class of Certificates evidencing not less than 25% of
          the Voting Rights of such Class relating to the time, method and
          place of conducting any proceeding for any remedy available to the
          Trustee, or exercising any trust or power conferred upon the Trustee
          under this Agreement; and

                  (4) without in any way limiting the provisions of this
          Section 8.01 or Section 8.02 hereof, the Trustee shall be entitled to
          rely conclusively on the information delivered to it by the Master
          Servicer in a Trustee Advance Notice in determining whether or not it
          is required to make an Advance under Section 4.01(d), shall have no
          responsibility to ascertain or confirm any information contained in
          any Trustee Advance Notice, and shall have no obligation to make any
          Advance under Section 4.01(d) in the absence of a Trustee Advance
          Notice or actual knowledge by a Responsible Officer that (A) a
          required Advance was not made and (B) such required Advance was not a
          Nonrecoverable Advance.

          Section 8.02  Certain Matters Affecting the Trustee.
                        --------------------------------------

          (a)     Except as otherwise provided in Section 8.01:

                  (1) the Trustee may request and rely upon and shall be
          protected in acting or refraining from acting upon any resolution,
          Officer's Certificate, certificate of auditors or any other
          certificate, statement, instrument, opinion, report, notice, request,
          consent, order, appraisal, bond or other paper or document believed
          by it to be genuine and to have been signed or presented by the
          proper party or parties;

                  (2) the Trustee may consult with counsel and any Opinion of
          Counsel shall be full and complete authorization and protection in
          respect of any action taken or suffered or omitted by it hereunder in
          good faith and in accordance with such Opinion of Counsel;

                  (3) the Trustee shall not be liable, individually or as
          Trustee, for any action taken, suffered or omitted by it in good
          faith and believed by it to be authorized or within the discretion or
          rights or powers conferred upon it by this Agreement;

                  (4) prior to the occurrence of an Event of Default hereunder
          and after the curing of all Events of Default that may have occurred,
          the Trustee shall not be bound to make any investigation into the
          facts or matters stated in any resolution, certificate, statement,
          instrument, opinion, report, notice, request, consent, order,
          approval, bond or other paper or document, unless requested in
          writing so to do by the NIM Insurer or the Holders of each Class of
          Certificates evidencing not less than 25% of the Voting Rights of
          such Class; provided, however, that if the payment within a
          reasonable time to the



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          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 such
          Certificateholders, the Trustee may require reasonable indemnity
          against such expense, or liability from such Certificateholders as a
          condition to taking any such action;

                  (5) the Trustee may execute any of the trusts or powers
          hereunder or perform any duties hereunder either directly or by or
          through agents, accountants or attorneys;

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

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

                  (8) the Trustee shall not be deemed to have knowledge of an
          Event of Default until a Responsible Officer of the Trustee shall
          have received written notice thereof; and

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

          (b)     All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by the Trustee
without the possession of any of the Certificates, or the production thereof at
the trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee shall be brought in its name for the
benefit of all the Holders of the Certificates, subject to the provisions of
this Agreement.

          Section 8.03  Trustee Not Liable for Mortgage Loans.
                        --------------------------------------

          The recitals contained herein shall be taken as the statements of the
Depositor or the Master Servicer, as the case may be, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Agreement or of any Mortgage Loan or
related document or of MERS or the MERS(R) System other than with respect to
the Trustee's execution and authentication of the Certificates. The Trustee
shall not be accountable for the use or application by the Depositor or the
Master Servicer of any funds paid to the Depositor or the Master Servicer in
respect of the Mortgage Loans or deposited in or withdrawn from the Certificate
Account by the Depositor or the Master Servicer.



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          Section 8.04  Trustee May Own Certificates.
                        -----------------------------

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights as it would have if it
were not the Trustee.

          Section 8.05  Master Servicer to Pay Trustee's Fees and Expenses.
                        ---------------------------------------------------

          The Master Servicer covenants and agrees to pay or reimburse the
Trustee, upon its request, for all reasonable expenses, disbursements and
advances incurred or made by the Trustee on behalf of the Trust Fund in
accordance with any of the provisions of this Agreement (including, without
limitation: (A) the reasonable compensation and the expenses and disbursements
of its counsel, but only for representation of the Trustee acting in its
capacity as Trustee hereunder and (B) to the extent that the Trustee must
engage persons not regularly in its employ to perform acts or services on
behalf of the Trust Fund, which acts or services are not in the ordinary course
of the duties of a trustee, paying agent or certificate registrar, in the
absence of a breach or default by any party hereto, the reasonable
compensation, expenses and disbursements of such persons, except any such
expense, disbursement or advance as may arise from its negligence, bad faith or
willful misconduct). The Trustee and any director, officer, employee or agent
of the Trustee shall be indemnified by the Master Servicer and held harmless
against any loss, liability or expense (i) incurred in connection with any
legal action relating to this Agreement or the Certificates, or in connection
with the performance of any of the Trustee's duties hereunder, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of any of the Trustee's duties hereunder or by
reason of reckless disregard of the Trustee's obligations and duties hereunder
or (ii) resulting from any error in any tax or information return prepared by
the Master Servicer. Such indemnity shall survive the termination of this
Agreement or the resignation or removal of the Trustee hereunder.

          Section 8.06  Eligibility Requirements for Trustee.
                        -------------------------------------

          The Trustee hereunder shall, at all times, be a corporation or
association organized and doing business under the laws of a state or the
United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by federal or state authority and with a
credit rating that would not cause any of the Rating Agencies to reduce their
respective ratings of any Class of Certificates below the ratings issued on the
Closing Date (or having provided such security from time to time as is
sufficient to avoid such reduction). If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07 hereof. The corporation or
national banking association serving as Trustee may have normal banking and
trust relationships with the Depositor, the Sellers and the Master Servicer and
their respective affiliates; provided that such corporation cannot be an



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affiliate of the Master Servicer other than the Trustee in its role as
successor to the Master Servicer.

          Section 8.07  Resignation and Removal of Trustee.
                        -----------------------------------

          The Trustee may at any time resign and be discharged from the trusts
hereby created by (1) giving written notice of resignation to the Depositor and
the Master Servicer and by mailing notice of resignation by first class mail,
postage prepaid, to the Certificateholders at their addresses appearing on the
Certificate Register and each Rating Agency, not less than 60 days before the
date specified in such notice when, subject to Section 8.08, such resignation
is to take effect, and (2) acceptance of appointment by a successor trustee in
accordance with Section 8.08 and meeting the qualifications set forth in
Section 8.06. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice or
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

          If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 hereof and shall fail to resign
after written request thereto by the NIM Insurer or the Depositor, (ii) the
Trustee shall become incapable of acting, or shall be adjudged as bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or (iii)(A) a tax is imposed with respect to the Trust Fund by any
state in which the Trustee or the Trust Fund is located, (B) the imposition of
such tax would be avoided by the appointment of a different trustee and (C) the
Trustee fails to indemnify the Trust Fund against such tax, then the Depositor,
the NIM Insurer or the Master Servicer may remove the Trustee and appoint a
successor trustee, reasonably acceptable to the NIM Insurer, by written
instrument, in triplicate, one copy of which instrument shall be delivered to
the Trustee, one copy of which shall be delivered to the Master Servicer and
one copy of which shall be delivered to the successor trustee.

          The Holders evidencing at least 51% of the Voting Rights of each
Class of Certificates may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed
by such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered by the successor Trustee to the Master
Servicer one complete set to the Trustee so removed and one complete set to the
successor so appointed. Notice of any removal of the Trustee shall be given to
each Rating Agency by the successor Trustee.

          Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08 hereof.

          Section 8.08  Successor Trustee.
                        ------------------

          Any successor trustee appointed as provided in Section 8.07 hereof
shall execute, acknowledge and deliver to the Depositor, its predecessor
trustee and the Master Servicer an instrument accepting such appointment
hereunder and thereupon the resignation or removal of



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the predecessor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. In addition, if the
Corridor Contract is still outstanding, the Person appointed as successor
trustee shall execute, acknowledge and deliver to the predecessor trustee, CHL
and the Master Servicer an instrument accepting the appointment as successor
Corridor Contract Administrator under the Corridor Contract Administration
Agreement.

          No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06 hereof, is reasonably
acceptable to the NIM Insurer and its appointment shall not adversely affect
the then current ratings of the Certificates.

          Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
trustee hereunder to the NIM Insurer and all Holders of Certificates. If the
Depositor fails to mail such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Depositor.

          Section 8.09  Merger or Consolidation of Trustee.
                        -----------------------------------

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to substantially all of the corporate trust business of
the Trustee, shall be the successor of the Trustee hereunder, provided that
such corporation shall be eligible under the provisions of Section 8.06 hereof
without the execution or filing of any paper or further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding.

          Section 8.10  Appointment of Co-Trustee or Separate Trustee.
                        ----------------------------------------------

          Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Master Servicer and the Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee and reasonably acceptable to the NIM Insurer to
act as co-trustee or co-trustees jointly with the Trustee, or separate trustee
or separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment, or the NIM Insurer shall not have approved
such appointment, within 15 days after receipt by it of a request to do so, or
in the case an Event of Default shall have occurred and be continuing, the
Trustee shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section



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<PAGE>

8.06 and no notice to Certificateholders of the appointment of any co-trustee
or separate trustee shall be required under Section 8.08.

          Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and
conditions:

                  (1) All rights, powers, duties and obligations conferred or
          imposed upon the Trustee, except for the obligation of the Trustee
          under this Agreement to advance funds on behalf of the Master
          Servicer, shall be conferred or imposed upon and exercised or
          performed by the Trustee and such separate trustee or co-trustee
          jointly (it being understood that such separate trustee or co-trustee
          is not authorized to act separately without the Trustee joining in
          such act), except to the extent that under any law of any
          jurisdiction in which any particular act or acts are to be performed
          (whether as Trustee hereunder or as successor to the Master Servicer
          hereunder), the Trustee shall be incompetent or unqualified to
          perform such act or acts, in which event such rights, powers, duties
          and obligations (including the holding of title to the Trust Fund or
          any portion thereof in any such jurisdiction) shall be exercised and
          performed singly by such separate trustee or co-trustee, but solely
          at the direction of the Trustee;

                  (2) No trustee hereunder shall be held personally liable by
          reason of any act or omission of any other trustee hereunder; and

                  (3) The Trustee may at any time accept the resignation of or
          remove any separate trustee or co-trustee.

          Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee and a copy thereof given to the Master Servicer and the Depositor.

          Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised
by the Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee.

          Section 8.11  Tax Matters.
                        ------------

          It is intended that the Trust Fund shall constitute, and that the
affairs of the Trust Fund shall be conducted so that each REMIC created
pursuant to the Preliminary Statement qualifies as, a "real estate mortgage
investment conduit" as defined in and in accordance with the



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<PAGE>

REMIC Provisions. In furtherance of such intention, the Trustee covenants and
agrees that it shall act as agent (and the Trustee is hereby appointed to act
as agent) on behalf of the Trust Fund and that in such capacity it shall: (a)
prepare and file, or cause to be prepared and filed, in a timely manner, a U.S.
Real Estate Mortgage Investment Conduit Income Tax Returns (Form 1066 or any
successor form adopted by the Internal Revenue Service) and prepare and file or
cause to be prepared and filed with the Internal Revenue Service and applicable
state or local tax authorities income tax or information returns for each
taxable year with respect to each REMIC created hereunder containing such
information and at the times and in the manner as may be required by the Code
or state or local tax laws, regulations, or rules, and furnish or cause to be
furnished to Certificateholders the schedules, statements or information at
such times and in such manner as may be required thereby; (b) within thirty
days of the Closing Date, furnish or cause to be furnished to the Internal
Revenue Service, on Forms 8811 or as otherwise may be required by the Code, the
name, title, address, and telephone number of the person that the Holders of
the Certificates may contact for tax information relating thereto, together
with such additional information as may be required by such Form, and update
such information at the time or times in the manner required by the Code for
the Trust Fund; (c) make or cause to be made elections, on behalf of each REMIC
created hereunder to be treated as a REMIC on the federal tax return of each
such REMIC for its first taxable year (and, if necessary, under applicable
state law); (d) prepare and forward, or cause to be prepared and forwarded, to
the Certificateholders and to the Internal Revenue Service and, if necessary,
state tax authorities, all information returns and reports as and when required
to be provided to them in accordance with the REMIC Provisions, including
without limitation, the calculation of any original issue discount using the
Prepayment Assumption; (e) provide information necessary for the computation of
tax imposed on the transfer of a Class A-R Certificate to a Person that is not
a Permitted Transferee, or an agent (including a broker, nominee or other
middleman) of a Non-Permitted Transferee, or a pass-through entity in which a
Non-Permitted Transferee is the record holder of an interest (the reasonable
cost of computing and furnishing such information may be charged to the Person
liable for such tax); (f) to the extent that they are under its control conduct
the affairs of the Trust Fund at all times that any Certificates are
outstanding so as to maintain the status of each REMIC created hereunder as a
REMIC under the REMIC Provisions; (g) not knowingly or intentionally take any
action or omit to take any action that would cause the termination of the REMIC
status of any REMIC created hereunder; (h) pay, from the sources specified in
the penultimate paragraph of this Section 8.11, the amount of any federal,
state and local taxes, including prohibited transaction taxes as described
below, imposed on any REMIC created hereunder prior to the termination of the
Trust Fund when and as the same shall be due and payable (but such obligation
shall not prevent the Trustee or any other appropriate Person from contesting
any such tax in appropriate proceedings and shall not prevent the Trustee from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings); (i) sign or cause to be signed federal, state or local
income tax or information returns; (j) maintain records relating to each REMIC
created hereunder, including but not limited to the income, expenses, assets
and liabilities of each such REMIC, and the fair market value and adjusted
basis of the Trust Fund property determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns,
schedules, statements or information; and (k) as and when necessary and
appropriate, represent the Trust Fund in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of any
REMIC created hereunder, enter into



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<PAGE>

settlement agreements with any governmental taxing agency, extend any statute
of limitations relating to any tax item of the Trust Fund, and otherwise act on
behalf of any REMIC created hereunder in relation to any tax matter involving
any such REMIC.

          In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within 10 days after the Closing Date all information or data that the Trustee
requests in writing and determines to be relevant for tax purposes to the
valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
the Certificates and the Mortgage Loans (and, to the extent not part of the
aforementioned, the information referred to in paragraphs (1), (2), (3) and (4)
of Section 4.05(d)). Thereafter, the Depositor shall provide to the Trustee
promptly upon written request therefor, any such additional information or data
that the Trustee may, from time to time, request in order to enable the Trustee
to perform its duties as set forth herein. The Depositor hereby indemnifies the
Trustee for any losses, liabilities, damages, claims or expenses of the Trustee
arising from any errors or miscalculations of the Trustee that result from any
failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Trustee on a timely basis.

          In the event that any tax is imposed on "prohibited transactions" of
the Trust Fund as defined in section 860F(a)(2) of the Code, on the "net income
from foreclosure property" of the Trust Fund as defined in section 860G(c) of
the Code, on any contribution to the Trust Fund after the startup day pursuant
to section 860G(d) of the Code, or any other tax is imposed, including, without
limitation, any federal, state or local tax or minimum tax imposed upon the
Trust Fund pursuant to sections 23153 and 24872 of the California Revenue and
Taxation Code if not paid as otherwise provided for herein, such tax shall be
paid by (i) the Trustee, if any such other tax arises out of or results from a
breach by the Trustee of any of its obligations under this Agreement, (ii) (x)
the Master Servicer, in the case of any such minimum tax, and (y) any party
hereto (other than the Trustee) to the extent any such other tax arises out of
or results from a breach by such other party of any of its obligations under
this Agreement or (iii) in all other cases, or in the event that any liable
party here fails to honor its obligations under the preceding clauses (i) or
(ii), any such tax will be paid first with amounts otherwise to be distributed
to the Class A-R Certificateholders, and second with amounts otherwise to be
distributed to all other Certificateholders in the same manner as if such tax
were a Realized Loss. Notwithstanding anything to the contrary contained
herein, to the extent that such tax is payable by the Class A-R Certificates,
the Trustee is hereby authorized to retain on any Distribution Date, from the
Holders of the Class A-R Certificates (and, if necessary, second, from the
Holders of the all other Certificates in the priority specified in the
preceding sentence), funds otherwise distributable to such Holders in an amount
sufficient to pay such tax. The Trustee agrees to promptly notify in writing
the party liable for any such tax of the amount thereof and the due date for
the payment thereof.

          The Trustee shall treat the Carryover Reserve Fund as an outside
reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is
owned by the Holders of the Class C Certificates, and that is not an asset of
any REMIC created hereunder. The Trustee shall treat the rights of the Holders
of each Class of Certificates (other than the Class P and Class A-R
Certificates) to receive payments from the Carryover Reserve Fund as rights in
an interest rate corridor contract written by: (i) the Corridor Contract
Counterparty in respect of any Net Rate



                                      127
<PAGE>

Carryover funded by the Corridor Contract and in respect of any residual
payments from the Corridor Contract received by the Class C Certificates, and
(ii) the Holders of the Class C Certificates in respect of any monies
distributed pursuant to Section 4.04(d)(18) and (19) and Section 4.08(c)
herein, in favor of the other Certificateholders. Thus, each Certificate (other
than the Class P and Class A-R Certificates) shall be treated as representing
ownership of not only an Master REMIC regular interest, but also ownership of
an interest in an interest rate corridor contract. For purposes of determining
the issue price of the Master REMIC regular interests, the Trustee shall assume
that the Trust Fund's rights in respect of the Corridor Contract have a value
of $2,089,000.

          Section 8.12  Co-Trustee.
                        -----------

          (a)     The Co-Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Co-Trustee that are specifically required to be furnished pursuant to
any provision of this Agreement shall examine them to determine whether they
conform to the requirements of this Agreement, to the extent required by this
Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Co-Trustee shall take action as it
deems appropriate to have the instrument corrected. In addition, the Co-Trustee
shall act as the insured under the Mortgage Insurance Policy and hereby directs
the Master Servicer, on behalf of the Co-Trustee, to take all actions
appropriate or required of the Co-Trustee under the Mortgage Insurance Policy,
other than the payment of the Mortgage Insurance Premium and obtaining the
approval of the Mortgage Insurer with respect to the appointment of a successor
servicer.

          (b)     No provision of this Agreement shall be construed to relieve
the Co-Trustee from liability for its own grossly negligent action, its own
gross negligent failure to act or its own misconduct, its grossly negligent
failure to perform its obligations in compliance with this Agreement, or any
liability that would be imposed by reason of its willful misfeasance or bad
faith; provided that:

                  (1) the duties and obligations of the Co-Trustee shall be
          determined solely by the express provisions of this Agreement with
          the exception of Section 8.10, the Co-Trustee shall not be liable,
          individually or as Co-Trustee, except for the performance of such
          duties and obligations as are specifically set forth in this
          Agreement, no implied covenants or obligations shall be read into
          this Agreement against the Co-Trustee and the Co-Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon any certificates
          or opinions furnished to the Co-Trustee and conforming to the
          requirements of this Agreement that it reasonably believed in good
          faith to be genuine and to have been duly executed by the proper
          authorities respecting any matters arising hereunder; and

                  (2) the Co-Trustee shall not be liable, individually or as
          Co-Trustee, for an error of judgment made in good faith by a
          Responsible Officer or Responsible Officers of the Trustee, unless
          the Co-Trustee was grossly negligent or acted in bad faith or with
          willful misfeasance.



                                      128
<PAGE>

          (c)     Except as otherwise provided in paragraph (b) above:

                  (1) the Co-Trustee may request and rely upon and shall be
          protected in acting or refraining from acting upon any resolution,
          Officer's Certificate, certificate of auditors or any other
          certificate, statement, instrument, opinion, report, notice, request,
          consent, order, appraisal, bond or other paper or document believed
          by it to be genuine and to have been signed or presented by the
          proper party or parties;

                  (2) the Co-Trustee may consult with counsel and any Opinion
          of Counsel shall be full and complete authorization and protection in
          respect of any action taken or suffered or omitted by it hereunder in
          good faith and in accordance with such Opinion of Counsel;

                  (3) the Co-Trustee shall not be liable, individually or as
          Co-Trustee, for any action taken, suffered or omitted by it in good
          faith and believed by it to be authorized or within the discretion or
          rights or powers conferred upon it by this Agreement;

                  (4) the Co-Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          consent, order, approval, bond or other paper or document;

                  (5) the Co-Trustee may execute any of the trusts or powers
          hereunder or perform any duties hereunder either directly or by or
          through agents, accountants or attorneys; and

                  (6) the Co-Trustee shall not be required to expend its own
          funds or otherwise incur any financial liability in the performance
          of any of its duties hereunder if it shall have reasonable grounds
          for believing that repayment of such funds or adequate indemnity
          against such liability is not assured to it.

          (d)     The recitals contained herein shall be taken as the
statements of the Depositor or the Master Servicer, as the case may be, and the
Co-Trustee assumes no responsibility for their correctness. The Co-Trustee
makes no representations as to the validity or sufficiency of this Agreement or
of any Mortgage Loan or related document or of MERS or the MERS(R) System. The
Co-Trustee shall not be accountable for the use or application by the Depositor
or the Master Servicer of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Certificate Account by the Depositor or the Master Servicer.

          (e)     The Co-Trustee in its individual or any other capacity may
become the owner or pledgee of Certificates with the same rights as it would
have if it were not the Co-Trustee.

          (f)     The Master Servicer covenants and agrees (i) to pay to the
Co-Trustee from time to time, and the Co-Trustee shall be entitled to, such
compensation as shall be agreed in writing by the Master Servicer and the
Co-Trustee (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services



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rendered by it in the execution of the trusts hereby created and in the
exercise and performance of any of the powers and duties hereunder of the
Co-Trustee and (ii) to pay or reimburse the Co-Trustee, upon its request, for
all reasonable expenses, disbursements and advances incurred or made by the
Co-Trustee on behalf of the Trust Fund in accordance with any of the provisions
of this Agreement (including, without limitation: (A) the reasonable
compensation and the expenses and disbursements of its counsel, but only for
representation of the Co-Trustee acting in its capacity as Co-Trustee hereunder
and (B) to the extent that the Co-Trustee must engage persons not regularly in
its employ to perform acts or services on behalf of the Trust Fund, which acts
or services are not in the ordinary course of the duties of a trustee, paying
agent or certificate registrar, in the absence of a breach or default by any
party hereto, the reasonable compensation, expenses and disbursements of such
persons, except any such expense, disbursement or advance as may arise from its
negligence, bad faith or willful misconduct). The Co-Trustee and any director,
officer, employee or agent of the Co-Trustee shall be indemnified by the Master
Servicer and held harmless against any loss, liability or expense (i) incurred
in connection with any legal action relating to this Agreement or the
Certificates, or in connection with the performance of any of the Co-Trustee's
duties hereunder, other than any loss, liability or expense incurred by reason
of willful misfeasance, bad faith or negligence in the performance of any of
the Co-Trustee's duties hereunder or by reason of reckless disregard of the
Co-Trustee's obligations and duties hereunder and (ii) resulting from any error
in any tax or information return prepared by the Master Servicer. Such
indemnity shall survive the termination of this Agreement or the resignation or
removal of the Co-Trustee hereunder.

          (g)     The Co-Trustee hereunder shall, at all times, be a
corporation or association organized and doing business under the laws of a
state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by federal or state
authority and with a credit rating that would not cause any of the Rating
Agencies to reduce their respective ratings of any Class of Certificates below
the ratings issued on the Closing Date (or having provided such security from
time to time as is sufficient to avoid such reduction). If such corporation or
association publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 8.12 the combined capital and surplus of
such corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Co-Trustee shall cease to be eligible in accordance with
the provisions of this Section 8.12, the Co-Trustee shall resign immediately in
the manner and with the effect specified in paragraph (h) below. The
corporation or national banking association serving as Co-Trustee may have
normal banking and trust relationships with the Depositor, the Sellers and the
Master Servicer and their respective affiliates; provided that such corporation
cannot be an affiliate of the Master Servicer other than the Trustee in its
role as successor to the Master Servicer.

          (h)     The Co-Trustee may at any time resign and be discharged from
the trusts hereby created by giving 30 days prior written notice of resignation
to the Trustee, the Depositor and the Master Servicer. Upon such resignation
the Trustee (x) may appoint a successor Co-Trustee meeting the requirements in
paragraph (g) above and acceptable to the Master Servicer and the NIM Insurer
(in their sole discretion), so long as such Co-Trustee executes and delivers to
the other parties hereto an instrument agreeing to be bound by the provisions
of this



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Agreement or (y) may if permitted by the Master Servicer (in its sole
discretion) assume the rights and duties of the resigning Co-Trustee so long as
the Trustee executes and delivers an instrument to that effect.

          Section 8.13  Access to Records of the Trustee.
                        ---------------------------------

          The Trustee and any Co-Trustee shall afford the Sellers, the
Depositor, the Master Servicer, the NIM Insurer and each Certificate Owner upon
reasonable notice during normal business hours access to all records maintained
by the Trustee or Co-Trustee in respect of its duties under this Agreement and
access to officers of the Trustee responsible for performing its duties. Upon
request, the Trustee or Co-Trustee shall furnish the Depositor, the Master
Servicer, the NIM Insurer and any requesting Certificate Owner with its most
recent financial statements. The Trustee shall cooperate fully with the
Sellers, the Master Servicer, the Depositor, the NIM Insurer and the
Certificate Owner for review and copying any books, documents, or records
requested with respect to the Trustee's and Co-Trustee's respective duties
under this Agreement. The Sellers, the Depositor, the Master Servicer, and the
Certificate Owner shall not have any responsibility or liability for any action
for failure to act by the Trustee or Co-Trustee and are not obligated to
supervise the performance of the Trustee under this Agreement or otherwise.

          Section 8.14  Suits for Enforcement.
                        ----------------------

          If an Event of Default or other material default by the Master
Servicer or the Depositor under this Agreement occurs and is continuing, at the
direction of the Certificateholders holding not less than 51% of the Voting
Rights or the NIM Insurer, the Trustee shall proceed to protect and enforce its
rights and the rights of the Certificateholders or the NIM Insurer under this
Agreement by a suit, action, or proceeding in equity or at law or otherwise,
whether for the specific performance of any covenant or agreement contained in
this Agreement or in aid of the execution of any power granted in this
Agreement or for the enforcement of any other legal, equitable, or other
remedy, as the Trustee, being advised by counsel, and subject to the foregoing,
shall deem most effectual to protect and enforce any of the rights of the
Trustee, the NIM Insurer and the Certificateholders.

                                  ARTICLE IX.
                                  TERMINATION

          Section 9.01  Termination upon Liquidation or Repurchase of all
                        -------------------------------------------------
                        Mortgage Loans.
                        ---------------

          Subject to Section 9.03, the Trust Fund shall terminate and the
obligations and responsibilities of the Depositor, the Master Servicer, the
Sellers, the Trustee and the Co-Trustee created hereby shall terminate upon the
earlier of (a) the purchase by the Master Servicer or NIM Insurer (the party
exercising such purchase option, the "Terminator") of all of the Mortgage Loans
(and REO Properties) remaining in the Trust Fund at the price equal to the sum
of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the Trust
Fund (other than in respect of an REO Property), (ii) accrued interest thereon
at the applicable Mortgage Rate (or, if such repurchase is effected by the
Master Servicer, at the applicable Net Mortgage Rate), (iii) the appraised
value of any REO Property in the Trust Fund (up to the Stated Principal Balance
of the



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related Mortgage Loan), such appraisal to be conducted by an appraiser mutually
agreed upon by the Terminator and the Trustee, and (iv) if the Terminator is
the NIM Insurer, any unreimbursed Servicing Advances, and the principal portion
of any unreimbursed Advances, made on the Mortgage Loans prior to the exercise
of such repurchase and (b) the later of (i) the maturity or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan remaining in
the Trust Fund and the disposition of all REO Property and (ii) the
distribution to related Certificateholders of all amounts required to be
distributed to them pursuant to this Agreement, as applicable. In no event
shall the trusts created hereby continue beyond the earlier of (i) the
expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of
St. James's, living on the date hereof and (ii) the Latest Possible Maturity
Date.

          The right to purchase all Mortgage Loans and REO Properties by the
Terminator pursuant to clause (a) of the immediately preceding paragraph shall
be conditioned upon (1) the Stated Principal Balance of the Mortgage Loans, at
the time of any such repurchase, aggregating ten percent (10%) or less of the
sum of (x) the aggregate Cut-off Date Principal Balance of the Initial Mortgage
Loans and (y) the Pre-Funded Amount, and (2) unless the NIM Insurer otherwise
consents, the purchase price for such Mortgage Loans and REO Properties shall
result in a final distribution on any NIM Insurer guaranteed notes that is
sufficient (x) to pay such notes in full and (y) to pay any amounts due and
payable to the NIM Insurer pursuant to the indenture related to such notes. The
NIM Insurer's right to purchase all Mortgage Loans and REO Properties shall be
further conditioned upon the written consent of the Master Servicer.

          Section 9.02  Final Distribution on the Certificates.
                        ---------------------------------------

          If on any Determination Date, (i) the Master Servicer determines that
there are no Outstanding Mortgage Loans and no other funds or assets in the
Trust Fund other than the funds in the Certificate Account, the Master Servicer
shall direct the Trustee to send a final distribution notice promptly to each
related Certificateholder or (ii) the Trustee determines that a Class of
Certificates shall be retired after a final distribution on such Class, the
Trustee shall notify the related Certificateholders within five (5) Business
Days after such Determination Date that the final distribution in retirement of
such Class of Certificates is scheduled to be made on the immediately following
Distribution Date. Any final distribution made pursuant to the immediately
preceding sentence will be made only upon presentation and surrender of the
related Certificates at the Corporate Trust Office of the Trustee. If the
Terminator elects to terminate pursuant to clause (a) of Section 9.01, at least
20 days prior to the date notice is to be mailed to the affected
Certificateholders, such electing party shall notify the Depositor and the
Trustee of the date such electing party intends to terminate and of the
applicable repurchase price of the related Mortgage Loans and REO Properties.

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



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location of the office or agency at which such presentation and surrender must
be made and (d) that the Record Date otherwise applicable to such Distribution
Date is not applicable, distributions being made only upon presentation and
surrender of such Certificates at the office therein specified. The Terminator
will give such notice to each Rating Agency at the time such notice is given to
the affected Certificateholders.

          In the event such notice is given, the Master Servicer shall cause
all funds in the Certificate Account to be remitted to the Trustee for deposit
in the Distribution Account on the Business Day prior to the applicable
Distribution Date in an amount equal to the final distribution in respect of
the Certificates. Upon such final deposit and the receipt by the Trustee of a
Request for File Release therefor, the Co-Trustee shall promptly release to the
Master Servicer the Mortgage Files for the Mortgage Loans.

          Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each affected Class the
amounts allocable to such Certificates held in the Distribution Account (and,
if applicable, the Carryover Reserve Fund) in the order and priority set forth
in Section 4.04 hereof on the final Distribution Date and in proportion to
their respective Percentage Interests. Notwithstanding the reduction of the
Certificate Principal Balance of any Class of Certificates to zero, such Class
will be outstanding hereunder (solely for the purpose of receiving
distributions (if any) to which it may be entitled pursuant to the terms of
this Agreement and not for any other purpose) until the termination of the
respective obligations and responsibilities of the Depositor, each Seller, the
Master Servicer and the Trustee hereunder in accordance with Article IX.

          In the event that any affected Certificateholders shall not surrender
related Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
related Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice all the
applicable Certificates shall not have been surrendered for cancellation, the
Trustee may take appropriate steps, or may appoint an agent to take appropriate
steps, to contact the remaining Certificateholders concerning surrender of
their Certificates, and the cost thereof shall be paid out of the funds and
other assets that remain a part of the Trust Fund. If within one year after the
second notice all related Certificates shall not have been surrendered for
cancellation, then the Class A-R Certificates shall be entitled to all
unclaimed funds and other assets that remain subject hereto.



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<PAGE>

          Section 9.03  Additional Termination Requirements.
                        ------------------------------------

          (a)     In the event the Terminator exercises its purchase option,
the Trust Fund shall be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an Opinion of Counsel,
at the expense of the Terminator, to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.03 will not (i) result
in the imposition of taxes on "prohibited transactions" of a REMIC, or (ii)
cause any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificates are outstanding:

                  (1) The Master Servicer shall establish a 90-day liquidation
period and notify the Trustee thereof, which shall in turn specify the first
day of such period in a statement attached to the Trust Fund's final Tax Return
pursuant to Treasury Regulation Section 1.860F-1. The Master Servicer shall
prepare a plan of complete liquidation and shall otherwise satisfy all the
requirements of a qualified liquidation under Section 860F of the Code and any
regulations thereunder, as evidenced by an Opinion of Counsel delivered to the
Trustee and the Depositor obtained at the expense of the Terminator;

                  (2) During such 90-day liquidation period, and at or prior to
the time of making the final payment on the Certificates, the Master Servicer
as agent of the Trustee shall sell all of the assets of the Trust Fund to the
Terminator for cash; and

                  (3) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Class A-R Certificateholders all cash on hand
(other than cash retained to meet claims) related to such Class of
Certificates, and the Trust Fund shall terminate at that time.

          (b)     By their acceptance of the Certificates, the Holders thereof
hereby authorize the Master Servicer to specify the 90-day liquidation period
for the Trust Fund, which authorization shall be binding upon all successor
Certificateholders. The Trustee shall attach a statement to the final federal
income tax return for each of any REMIC created hereunder stating that pursuant
to Treasury Regulation Section 1.860F-1, the first day of the 90-day
liquidation period for each the REMIC was the date on which the Trustee sold
the assets of the Trust Fund to the Terminator.

          (c)     The Trustee as agent for each REMIC created hereunder hereby
agrees to adopt and sign such a plan of complete liquidation upon the written
request of the Master Servicer, and the receipt of the Opinion of Counsel
referred to in Section 9.03(a)(1), and together with the Holders of the Class
A-R Certificates agree to take such other action in connection therewith as may
be reasonably requested by the Terminator.



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<PAGE>

                                  ARTICLE X.

                            MISCELLANEOUS PROVISIONS

          Section 10.01 Amendment.
                        ----------

          This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Sellers, the Co-Trustee and the Trustee with the consent
of the NIM Insurer, without the consent of any of the Certificateholders (i) to
cure any ambiguity, (ii) to correct or supplement any provisions herein, (iii)
to conform this Agreement to the Prospectus Supplement or the Prospectus, (iv)
to modify, alter, amend, add to or rescind any of the terms or provisions
contained in this Agreement to comply with any rules or regulations promulgated
by the Securities and Exchange Commission from time to time, or (v) to make
such other provisions with respect to matters or questions arising under this
Agreement, as shall not be inconsistent with any other provisions herein if
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Certificateholder; provided that
any such amendment shall be deemed not to adversely affect in any material
respect the interests of the Certificateholders and no such Opinion of Counsel
shall be required if the Person requesting such amendment obtains a letter from
each Rating Agency stating that such amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the
Certificates, it being understood and agreed that any such letter in and of
itself will not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the credit issues
affecting any such rating. Any amendment described above made solely to conform
this Agreement to the Prospectus or the Prospectus Supplement shall be deemed
not to adversely affect in any material respect the interests of the
Certificateholders. Notwithstanding the foregoing, no amendment that
significantly changes the permitted activities of the trust created by this
Agreement may be made without the consent of Certificateholders representing
not less than 51% of the Voting Rights of each Class of Certificates affected
by such amendment. Each party to this Agreement hereby agrees that it will
cooperate with each other party in amending this Agreement pursuant to clause
(iv) above.

          The Trustee, the Co-Trustee, the Depositor, the Master Servicer and
the Sellers with the consent of the NIM Insurer may also at any time and from
time to time amend this Agreement, without the consent of the
Certificateholders, to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or appropriate to maintain the qualification
of the Trust Fund as a REMIC under the Code or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund pursuant to the Code that would be
a claim against the Trust Fund at any time prior to the final redemption of the
Certificates, provided that the Trustee has been provided an Opinion of
Counsel, which opinion shall be an expense of the party requesting such opinion
but in any case shall not be an expense of the Trustee, to the effect that such
action is necessary or appropriate to maintain such qualification or to avoid
or minimize the risk of the imposition of such a tax.

          This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Sellers, the Co-Trustee and the Trustee
with the consent of the NIM Insurer and the Holders of each Class of
Certificates affected thereby evidencing not less than 51% of the Voting Rights
of such Class for the purpose of adding any provisions to or changing in any



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manner or eliminating any of the provisions of this Agreement or of modifying
in any manner the rights of the Holders of Certificates; provided that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
payments required to be distributed on any Certificate without the consent of
the Holder of such Certificate, (ii) adversely affect in any material respect
the interests of the Holders of any Class of Certificates in a manner other
than as described in (i), without the consent of the Holders of Certificates of
such Class evidencing 66% or more of the Voting Rights of such Class, or (iii)
reduce the aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment without the consent of the Holders of
all such Certificates then outstanding.

          Notwithstanding any contrary provision of this Agreement, Trustee and
the NIM Insurer shall not consent to any amendment to this Agreement unless
each shall have first received an Opinion of Counsel satisfactory to the
Trustee and the NIM Insurer, which opinion shall be an expense of the party
requesting such amendment but in any case shall not be an expense of the
Trustee or the NIM Insurer, to the effect that such amendment will not cause
the imposition of any tax on the Trust Fund or the Certificateholders or cause
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding.

          Promptly after the execution of any amendment to this Agreement, the
Trustee shall furnish written notification of the substance of such amendment
to each Certificateholder (if the consent of Certificateholders is required)
and each Rating Agency.

          It shall not be necessary for the consent of Certificateholders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

          Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel, reasonably satisfactory to
the Trustee and the NIM Insurer that (i) such amendment is permitted and is not
prohibited by this Agreement and that all requirements for amending this
Agreement have been complied with; and (ii) either (A) the amendment does not
adversely affect in any material respect the interests of any Certificateholder
or (B) the conclusion set forth in the immediately preceding clause (A) is not
required to be reached pursuant to this Section 10.01.

          Section 10.02 Recordation of Agreement; Counterparts.
                        ---------------------------------------

          This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer at its
expense.

          For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.



                                      136
<PAGE>

          Section 10.03 Governing Law.
                        --------------

          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.

          Section 10.04 Intention of Parties.
                        ---------------------

          It is the express intent of the parties hereto that the conveyance of
the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance
policies and any modifications, extensions and/or assumption agreements and
private mortgage insurance policies relating to the Mortgage Loans by the
Depositor to the Trustee be, and be construed as, an absolute sale thereof to
the Trustee. It is, further, not the intention of the parties that such
conveyance be deemed a pledge thereof by the Depositor to the Trustee. However,
in the event that, notwithstanding the intent of the parties, such assets are
held to be the property of the Depositor, or if for any other reason this
Agreement or any Subsequent Transfer Agreement is held or deemed to create a
security interest in such assets, then (i) this Agreement shall be deemed to be
a security agreement (within the meaning of the Uniform Commercial Code of the
State of New York) with respect to all such assets and security interests and
(ii) the conveyance provided for in this Agreement and any Subsequent Transfer
Agreement shall be deemed to be an assignment and a grant pursuant to the terms
of this Agreement by the Depositor to the Trustee, for the benefit of the
Certificateholders, of a security interest in all of the assets that constitute
the Trust Fund, whether now owned or hereafter acquired.

          The Depositor for the benefit of the Certificateholders and the NIM
Insurer shall, to the extent consistent with this Agreement, take such actions
as may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the assets of the Trust Fund, such security interest would
be deemed to be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of the
Agreement. The Depositor shall arrange for filing any Uniform Commercial Code
continuation statements in connection with any security interest granted or
assigned to the Trustee for the benefit of the Certificateholders.

          Section 10.05 Notices.
                        --------

          (a)     The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:

                  (1) Any material change or amendment to this Agreement;

                  (2) The occurrence of any Event of Default that has not been
          cured;

                  (3) The resignation or termination of the Master Servicer or
          the Trustee and the appointment of any successor;



                                      137
<PAGE>

                  (4) The repurchase or substitution of Mortgage Loans pursuant
          to Sections 2.02, 2.03, 2.04 and 3.12; and

                  (5) The final payment to Certificateholders.

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

                  (6) Each report to Certificateholders described in Section
          4.05;

                  (7) Each annual statement as to compliance described in
          Section 3.17; and

                  (8) Each annual independent public accountants' servicing
          report described in Section 3.18.

          (b)     All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the
Depositor, CWABS, Inc., 4500 Park Granada, Calabasas, California 91302,
facsimile number: (818) 225-4053, Attention: David A. Spector, or such other
address as may be hereafter furnished to the Sellers, the Master Servicer and
the Trustee by the Depositor in writing; (ii) in the case of CHL, Countrywide
Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile
number (818) 225-4053, Attention: David A. Spector, or such other address as
may be hereafter furnished to the Depositor, the Master Servicer and the
Trustee by the Sellers in writing; (iii) in the case of Park Monaco, Park
Monaco Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number
(818) 225-4028, Attention: Paul Liu, or such other address as may be hereafter
furnished to the Depositor, the Master Servicer and the Trustee by the Sellers
in writing; (iv) in the case of Park Sienna, Park Sienna LLC, 4500 Park
Granada, Calabasas, California 91302, facsimile number (818) 225-4028,
Attention: Paul Liu, or such other address as may be hereafter furnished to the
Depositor, the Master Servicer and the Trustee by the Sellers in writing; (v)
in the case of the Master Servicer, Countrywide Home Loans Servicing LP, 7105
Corporate Drive, Plano, Texas 75024, facsimile number (805) 520-5623,
Attention: Mark Wong or such other address as may be hereafter furnished to the
Depositor, the Sellers and the Trustee by the Master Servicer in writing; (vi)
in the case of the Trustee, The Bank of New York, 101 Barclay Street, New York,
New York 10286, Attention: Corporate Trust MBS Administration, CWABS, Series
2005-AB1, or such other address as the Trustee may hereafter furnish to the
parties hereto; (vii) in the case of the Co-Trustee, The Bank of New York Trust
Company, N.A., 700 S. Flower Street, Suite 200, Los Angeles, California, 90017,
Attention: MBS Support Services, or such other address as the Co-Trustee may be
hereafter furnished to the Depositor, the Master Servicer and the Trustee; and
(viii) in the case of the Rating Agencies, as applicable, (x) Moody's Investors
Service, Inc., Attention: ABS Monitoring Department, 99 Church Street, Sixth
Floor, New York, New York 10007, (y) Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Attention: Mortgage Surveillance Group,
55 Water Street, 41st Floor, New York, New York, 10041 and (z) Fitch, Inc., One
State Street Plaza, New York, New York 10004. Notices to Certificateholders
shall be deemed given when mailed, first postage prepaid, to their respective
addresses appearing in the Certificate Register.



                                      138
<PAGE>

          Section 10.06 Severability of Provisions.
                        ---------------------------

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.

          Section 10.07 Assignment.
                        -----------

          Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 6.02, this Agreement may not be assigned by the
Master Servicer without the prior written consent of the Trustee and the
Depositor.

          Section 10.08 Limitation on Rights of Certificateholders.
                        -------------------------------------------

          The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the Trust Fund, or otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

          No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of
an association; nor shall any Certificateholder be under any liability to any
third party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

          No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of an Event of Default and of the continuance thereof, as hereinbefore
provided, the Holders of Certificates evidencing not less than 25% of the
Voting Rights shall also have made written request to the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses, and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity shall have neglected or refused to institute any such action, suit or
proceeding; it being understood and intended, and being expressly covenanted by
each Certificateholder with every other Certificateholder and the Trustee, that
no one or more Holders of Certificates shall have any right in any manner
whatever by virtue or by availing itself or themselves of any provisions of
this Agreement to affect, disturb or prejudice the rights of the Holders of any
other of the Certificates, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this
Agreement, except in the manner herein provided and for the common benefit of
all Certificateholders. For the protection and enforcement of the provisions



                                      139
<PAGE>

of this Section 10.08, each and every Certificateholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

          Section 10.09 Inspection and Audit Rights.
                        ----------------------------

          The Master Servicer agrees that, on reasonable prior notice, it will
permit any representative of the Depositor, any Seller, the NIM Insurer or the
Trustee during the Master Servicer's normal business hours, to examine all the
books of account, records, reports and other papers of the Master Servicer
relating to the Mortgage Loans, to make copies and extracts therefrom, to cause
such books to be audited by independent certified public accountants selected
by the Depositor, a Seller, the NIM Insurer or the Trustee and to discuss its
affairs, finances and accounts relating to the Mortgage Loans with its
officers, employees and independent public accountants (and by this provision
the Master Servicer hereby authorizes such accountants to discuss with such
representative such affairs, finances and accounts), all at such reasonable
times and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor, any Seller, the NIM Insurer or the
Trustee of any right under this Section 10.09 shall be borne by the party
requesting such inspection; all other such expenses shall be borne by the
Master Servicer.

          Section 10.10 Certificates Nonassessable and Fully Paid.
                        ------------------------------------------

          It is the intention of the Depositor that Certificateholders shall
not be personally liable for obligations of the Trust Fund, that the interests
in the Trust Fund represented by the Certificates shall be nonassessable for
any reason whatsoever, and that the Certificates, upon due authentication
thereof by the Trustee pursuant to this Agreement, are and shall be deemed
fully paid.

          Section 10.11 Rights of NIM Insurer.
                        ----------------------

          (a)     The rights of the NIM Insurer under this Agreement shall
exist only so long as either:

                  (1) the notes certain payments on which are guaranteed by the
          NIM Insurer remain outstanding or

                  (2) the NIM Insurer is owed amounts paid by it with respect
          to that guaranty.

          (b)     The rights of the NIM Insurer under this Agreement are
exercisable by the NIM Insurer only so long as no default by the NIM Insurer
under its guaranty of certain payments under notes backed or secured by the
Class C or Class P Certificates has occurred and is continuing. If the NIM
Insurer is the subject of any insolvency proceeding, the rights of the NIM
Insurer under this Agreement will be exercisable by the NIM Insurer only so
long as:

                  (1) the obligations of the NIM Insurer under its guaranty of
          notes backed or secured by the Class C or Class P Certificates have
          not been disavowed and



                                      140
<PAGE>

                  (2) CHL and the Trustee have received reasonable assurances
          that the NIM Insurer will be able to satisfy its obligations under
          its guaranty of notes backed or secured by the Class C or Class P
          Certificates.

          (c)     The NIM Insurer is a third party beneficiary of this
Agreement to the same extent as if it were a party to this Agreement and may
enforce any of those rights under this Agreement.

          (d)     A copy of any documents of any nature required by this
Agreement to be delivered by the Trustee, or to the Trustee or the Rating
Agencies, shall in each case at the same time also be delivered to the NIM
Insurer. Any notices required to be given by the Trustee, or to the Trustee or
the Rating Agencies, shall in each case at the same time also be given to the
NIM Insurer. If the Trustee receives a notice or document that is required
hereunder to be delivered to the NIM Insurer, and if such notice or document
does not indicate that a copy thereof has been previously sent to the NIM
Insurer, the Trustee shall send the NIM Insurer a copy of such notice or
document. If such document is an Opinion of Counsel, the NIM Insurer shall be
an addressee thereof or such Opinion of Counsel shall contain language
permitting the NIM Insurer to rely thereon as if the NIM Insurer were an
addressee thereof.

          (e)     Anything in this Agreement that is conditioned on not
resulting in the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies shall also be conditioned on not resulting
in the downgrading or withdrawal of the ratings then assigned by the Rating
Agencies to the notes backed or secured by the Class C or Class P Certificate
(without giving effect to any policy or guaranty provided by the NIM Insurer).



                                      141
<PAGE>

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

                                 CWABS, INC.,
                                        as Depositor


                                 By:    /s/ Leon Daniels, Jr.
                                      ------------------------------------------
                                        Name:     Leon Daniels, Jr.
                                        Title:    Vice President


                                 COUNTRYWIDE HOME LOANS, INC.,
                                        as a Seller


                                 By:    /s/ Leon Daniels, Jr.
                                      ------------------------------------------
                                        Name:     Leon Daniels, Jr.
                                        Title:    Senior Vice President


                                 PARK MONACO INC.,
                                        as a Seller


                                 By:    /s/ Leon Daniels, Jr.
                                      ------------------------------------------
                                        Name:     Leon Daniels, Jr.
                                        Title:    Vice President


                                 PARK SIENNA LLC,
                                        as a Seller


                                 By:    /s/ Leon Daniels, Jr.
                                      ------------------------------------------
                                        Name:     Leon Daniels, Jr.
                                        Title:    Vice President

<PAGE>

                                 COUNTRYWIDE HOME LOANS SERVICING LP,
                                        as Master Servicer


                                 By:  COUNTRYWIDE GP, INC.


                                 By:    /s/ Leon Daniels, Jr.
                                      ------------------------------------------
                                        Name:     Leon Daniels, Jr.
                                        Title:    Vice President


                                 THE BANK OF NEW YORK,
                                  as Trustee


                                 By:    /s/ Leon Daniels, Jr.
                                      ------------------------------------------
                                        Name:     Maria Tokarz
                                        Title:    Assistant Treasurer


                                 THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                 as Co-Trustee


                                 By:    /s/ Stephanie Whited
                                      -----------------------------------------
                                        Name:  Stephanie Whited
                                        Title: Vice President




                                 THE BANK OF NEW YORK
                                 (solely with respect to its obligations under
                                 Section 4.01(d))

                                 By:    /s/ Paul Connolly
                                      ------------------------------------------
                                        Name:  Paul Connolly
                                        Title: Vice President

<PAGE>

STATE OF CALIFORNIA                )
                                   ) ss.:
COUNTY OF LOS ANGELES              )

          On this 29th day of March, 2005, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., personally known to me on the basis
of satisfactory evidence to be a Senior Vice President of Countrywide Home
Loans, Inc., one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of such corporation
and acknowledged to me that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                         /s/ Glenda Daniel
                                  -----------------------------------------
                                             Notary Public


[Notarial Seal]

Glenda Daniel
Commission # 1325392
Notary Public - California
Los Angeles County
Comm. Expires Oct. 15, 2005


                              Notary page to PSA
<PAGE>



STATE OF CALIFORNIA                )
                                   )    ss.:
COUNTY OF LOS ANGELES              )

          On this 29th day of March, 2005, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., personally known to me on the basis
of satisfactory evidence to be a Vice President of Countrywide GP, Inc., the
parent company of Countrywide Home Loans Servicing LP, one of the organizations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such limited partnership and acknowledged to me that
such limited partnership executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                         /s/ Glenda Daniel
                                  -----------------------------------------
                                             Notary Public


[Notarial Seal]

Glenda Daniel
Commission # 1325392
Notary Public - California
Los Angeles County
Comm. Expires Oct. 15, 2005


                              Notary page to PSA
<PAGE>



STATE OF CALIFORNIA                )
                                   )    ss.:
COUNTY OF LOS ANGELES              )

          On this 29th day of March, 2005, before me, a notary public in and
for said State, appeared Leon Daniels, Jr., personally known to me on the basis
of satisfactory evidence to be a Vice President of CWABS, Inc., one of the
corporations that executed the within instrument, and also known to me to be
the person who executed it on behalf of such corporation and acknowledged to me
that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                         /s/ Glenda Daniel
                                  -----------------------------------------
                                             Notary Public



[Notarial Seal]

Glenda Daniel
Commission # 1325392
Notary Public - California
Los Angeles County
Comm. Expires Oct. 15, 2005


                              Notary page to PSA
<PAGE>

STATE OF CALIFORNIA                )
                                   )    ss.:
COUNTY OF LOS ANGELES              )

          On this 29th day of March, 2005, before me, a notary public in and
for said State, appeared Thomas Keith McLaughlin, personally known to me on the
basis of satisfactory evidence to be a Chief Financial Officer and Executive
Vice President of Park Monaco Inc., one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such corporation and acknowledged to me that such corporation
executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                         /s/ Glenda Daniel
                                  -----------------------------------------
                                             Notary Public


[Notarial Seal]

Glenda Daniel
Commission # 1325392
Notary Public - California
Los Angeles County
Comm. Expires Oct. 15, 2005


                              Notary page to PSA
<PAGE>

STATE OF CALIFORNIA                )
                                   )    ss.:
COUNTY OF LOS ANGELES              )

          On this 29th day of March, 2005, before me, a notary public in and
for said State, appeared Thomas Keith McLaughlin, personally known to me on the
basis of satisfactory evidence to be a Chief Financial Officer and Executive
Vice President of Park Sienna LLC, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity and acknowledged to me that such entity executed the within
instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                         /s/ Glenda Daniel
                                  -----------------------------------------
                                             Notary Public


[Notarial Seal]

Glenda Daniel
Commission # 1325392
Notary Public - California
Los Angeles County
Comm. Expires Oct. 15, 2005




                              Notary page to PSA
<PAGE>


STATE OF NEW YORK                  )
                                   )    ss.:
COUNTY OF NEW YORK                 )

          On this 29th day of March, 2005 before me, a notary public in and for
said State, appeared Maria Tokarz personally known to me on the basis of
satisfactory evidence to be a Vice President of The Bank of New York, a New
York banking corporation that executed the within instrument, and also known to
me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                         /s/ Brooke Worthington
                                  -----------------------------------------
                                             Notary Public



[Notarial Seal]

Brooke Worthington
Notary Public, State of New York
No. 01WO6116623
Qualified in New York County
Commission Expires 10/09/20


                              Notary page to PSA
<PAGE>


STATE OF CALIFORNIA                )
                                   )    ss.:
COUNTY OF LOS ANGELES              )

          On this 29th day of March, 2005 before me, a notary public in and for
said State, appeared Stephanie Whited, personally known to me on the basis of
satisfactory evidence to be a Vice President of The Bank of New York Trust
Company, N.A., a national banking association that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such corporation and acknowledged to me that such corporation executed the
within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                         /s/ Giovanni A. Guerra
                                  -----------------------------------------
                                             Notary Public


[Notarial Seal]

Giovanni A. Guerra
Commission # 1389902
Notary Public - California
Los Angeles County
Comm. Expires December 13, 2006



                              Notary page to PSA
<PAGE>


STATE OF NEW YORK                  )
                                   )    ss.:
COUNTY OF NEW YORK                 )

          On this 29th day of March, 2005 before me, a notary public in and for
said State, appeared Paul Connolly, personally known to me on the basis of
satisfactory evidence to be a Vice President of The Bank of New York, a New
York banking corporation that executed the within instrument, and also known to
me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                         /s/ Margarita Morales
                                  -----------------------------------------
                                             Notary Public


[Notarial Seal]

Margarita Morales
Notary Public, State of New York
No. 01MO6069202
Qualified in New York County
Comm. Expires January 22, 2006


                              Notary page to PSA
<PAGE>


                                                                   Exhibit A-1
                                                                  through A-11

                        [Exhibits A-1 through A-11 are
                photocopies of such Certificates as delivered.]

               [See appropriate documents delivered at closing.]



                                     A-1
<PAGE>

                                                                     Exhibit B

                           Exhibit B is a photocopy
                          of the Class P Certificates
                                 as delivered.

               [See appropriate documents delivered at closing.]



                                     B-1
<PAGE>

                                                                     Exhibit C

                           Exhibit C is a photocopy
                          of the Class C Certificates
                                 as delivered.


               [See appropriate documents delivered at closing.]



                                     C-1
<PAGE>

                                                                     Exhibit D

                           Exhibit D is a photocopy
                         of the Class A-R Certificate
                                 as delivered.


               [See appropriate documents delivered at closing.]



                                     D-1
<PAGE>

                                                                     Exhibit E

                           Exhibit E is a photocopy
               of the Tax Matters Person Certificate (Class A-R)
                                 as delivered.

               [See appropriate documents delivered at closing.]



                                     E-1
<PAGE>

                                                           Exhibit F-1 and F-2

             [Exhibit F-1 and F-2 are schedules of Mortgage Loans]

        [Delivered to Trustee at closing and on file with the Trustee.]



                                     F-1
<PAGE>

                                  EXHIBIT G-1

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]



          Re:  CWABS Asset-Backed Certificates, Series 2005-AB1
               ------------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of March 1, 2005 (the "Pooling and Servicing Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
Loans Servicing LP, as Master Servicer, the undersigned, as Trustee, The Bank
of New York Trust Company, N.A., as Co-Trustee, the undersigned, as Trustee,
hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or listed in the attached
list of exceptions) the Co-Trustee has received:

          (i) the original Mortgage Note, endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of
_____________________, without recourse", or, if the original Mortgage Note
has been lost or destroyed and not replaced, an original lost note affidavit,
stating that the original Mortgage Note was lost or destroyed, together with a
copy of the related Mortgage Note; and

          (ii) a duly executed assignment of the Mortgage in the form
permitted by Section 2.01 of the Pooling and Servicing Agreement.

          Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.



                                    G-1-1
<PAGE>

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                   The Bank of New York,
                                       as Trustee



                                   By:
                                        --------------------------------------
                                        Name:
                                        Title:



                                    G-1-2
<PAGE>

                                  EXHIBIT G-2

                   FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]


          Re:  CWABS Asset-Backed Certificates, Series 2005-AB1
               ------------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of March 1, 2005 (the "Pooling and Servicing Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
Loans Servicing LP, as Master Servicer, the undersigned, as Trustee, The Bank
of New York Trust Company, N.A., as Co-Trustee, the undersigned, as Trustee,
hereby certifies that[, with respect to the Subsequent Mortgage Loans
delivered in connection with the Subsequent Transfer Agreement, dated as of
__________, 2005 (the "Subsequent Transfer Agreement") among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller and The Bank of New York, as Trustee],
except as listed in the following paragraph, as to each [Initial Mortgage
Loan][Subsequent Mortgage Loan] listed in the [Mortgage Loan Schedule][Loan
Number and Borrower Identification Mortgage Loan Schedule] (other than any
[Mortgage Loan][Loan Number and Borrower Identification Mortgage Loan
Schedule] paid in full or listed on the attached list of exceptions) the
Co-Trustee has received:

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

          (ii) the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, the original recorded Mortgage, and in
the case of each [Initial Mortgage Loan][Subsequent Mortgage Loan] that is a
MERS Mortgage Loan, the original Mortgage, noting thereon the presence of the
MIN of the [Initial Mortgage Loan][Subsequent Mortgage Loan] and language
indicating that the [Initial Mortgage Loan][Subsequent Mortgage Loan] is a MOM
Loan if the [Initial Mortgage Loan][Subsequent Mortgage Loan] is a MOM



                                    G-2-1
<PAGE>

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

          (iii) the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, a duly executed assignment of the
Mortgage to "Asset-Backed Certificates, Series 2005-AB1, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of March 1, 2005, without recourse", or, in
the case of each [Initial Mortgage Loan][Subsequent Mortgage Loan] with
respect to property located in the State of California that is not a MERS
Mortgage Loan, a duly executed assignment of the Mortgage in blank (each such
assignment, when duly and validly completed, to be in recordable form and
sufficient to effect the assignment of and transfer to the assignee thereof,
under the Mortgage to which such assignment relates);

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

          (v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any, with evidence of recording
thereon if recordation thereof is permissible under applicable law; and

          (vi) the original or duplicate original lender's title policy or a
printout of the electronic equivalent and all riders thereto or, in the event
such original title policy has not been received from the insurer, any one of
an original title binder, an original preliminary title report or an original
title commitment, or a copy thereof certified by the title company, with the
original policy of title insurance to be delivered within one year of the
Closing Date.

          In the event that in connection with any [Initial Mortgage
Loan][Subsequent Mortgage Loan] that is not a MERS Mortgage Loan the
applicable Seller cannot deliver the original recorded Mortgage or all interim
recorded assignments of the Mortgage satisfying the requirements of clause
(ii), (iii) or (iv), as applicable, the Co-Trustee has received, in lieu
thereof, a true and complete copy of such Mortgage and/or such assignment or
assignments of the Mortgage, as applicable, each certified by the applicable
Seller, the applicable title company, escrow agent or attorney, or the
originator of such [Initial Mortgage Loan][Subsequent Mortgage Loan], as the
case may be, to be a true and complete copy of the original Mortgage or
assignment of Mortgage submitted for recording.

          Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
[Initial Mortgage Loan][Subsequent Mortgage Loan], and (ii) the information
set forth in items (i), (iv), (v), (vi), (viii), (ix) and (xiv) through (xx)
of the definition of the "Mortgage Loan Schedule" in Section 1.01 of the
Pooling and Servicing Agreement accurately reflects information set forth in
the Mortgage File.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency,



                                    G-2-2
<PAGE>

enforceability or genuineness of any of the documents contained in each
Mortgage File of any of the [Initial Mortgage Loans][Subsequent Mortgage
Loans] identified on the [Mortgage Loan Schedule][Loan Number and Borrower
Identification Mortgage Loan Schedule] or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.



                                    G-2-3
<PAGE>

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                    The Bank of New York,
                                        as Trustee



                                    By:
                                         -------------------------------------
                                         Name:
                                         Title:



                                    G-2-4
<PAGE>

                                  EXHIBIT G-3

                     FORM OF DELAY DELIVERY CERTIFICATION

                                    [Date]


[Depositor]

[Seller]

[Seller]

[Master Servicer]


          Re:  CWABS Asset-Backed Certificates, Series 2005-AB1
               ------------------------------------------------

Gentlemen:

          Reference is made to the Initial Certification of Trustee relating
to the above-referenced series, with the schedule of exceptions attached
thereto, delivered by the undersigned, as Trustee, on the Closing Date in
accordance with Section 2.02 of the Pooling and Servicing Agreement dated as
of March 1, 2005 (the "Pooling and Servicing Agreement") among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as
Master Servicer, the undersigned, as Trustee, The Bank of New York Trust
Company, N.A., as Co-Trustee. The undersigned hereby certifies that [, with
respect to the Subsequent Mortgage Loans delivered in connection with the
Subsequent Transfer Agreement, dated as of __________, 2005 (the "Subsequent
Transfer Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans,
Inc., as a Seller, Park Monaco Inc., as a Seller, and The Bank of New York, as
Trustee,] as to each Delay Delivery Mortgage Loan listed on the Schedule A
attached hereto (other than any [Initial Mortgage Loan][Subsequent Mortgage
Loan] paid in full or listed on Schedule B attached hereto) it has received:

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

          (2) in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, a duly executed assignment of the
Mortgage to "Asset-Backed Certificates, Series 2005-AB1, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of March 1,



                                    G-3-1
<PAGE>

2005, without recourse", or, in the case of each [Initial Mortgage
Loan][Subsequent Mortgage Loan] with respect to property located in the State
of California that is not a MERS Mortgage Loan, a duly executed assignment of
the Mortgage in blank (each such assignment, when duly and validly completed,
to be in recordable form and sufficient to effect the assignment of and
transfer to the assignee thereof, under the Mortgage to which such assignment
relates).

          Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the [Initial
Mortgage Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any
such [Initial Mortgage Loan][Subsequent Mortgage Loan].



                                    G-3-2
<PAGE>

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                      The Bank of New York,
                                          as Trustee



                                      By:
                                           -----------------------------------
                                           Name:
                                           Title:



                                    G-3-3
<PAGE>

                                  EXHIBIT G-4

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE

                          (SUBSEQUENT MORTGAGE LOANS)

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]


          Re:  CWABS Asset-Backed Certificates, Series 2005-AB1
               ------------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of March 1, 2005 (the "Pooling and Servicing Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
Loans Servicing LP, as Master Servicer, the undersigned, as Trustee, The Bank
of New York Trust Company, N.A., as Co-Trustee, the undersigned hereby
certifies that, as to each Subsequent Mortgage Loan listed in the Loan Number
and Borrower Identification Mortgage Loan Schedule (other than any Subsequent
Mortgage Loan paid in full or listed in the attached list of exceptions) the
Co-Trustee has received:

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

          (2) a duly executed assignment of the Mortgage in the form permitted
by Section 2.01 of the Pooling and Servicing Agreement.

          Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of



                                    G-3-1
<PAGE>

the Subsequent Mortgage Loans identified on the Loan Number and Borrower
Identification Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Subsequent Mortgage
Loan.



                                    G-3-2
<PAGE>

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                   The Bank of New York,
                                       as Trustee



                                   By:
                                        -------------------------------------
                                        Name:
                                        Title:



                                    G-3-3
<PAGE>

                                   EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Master Servicer]

[Seller]


          Re:  CWABS Asset-Backed Certificates, Series 2005-AB1
               ------------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of March 1, 2005 (the "Pooling and Servicing Agreement")
among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home
Loans Servicing LP, as Master Servicer, the undersigned, as Trustee, The Bank
of New York Trust Company, N.A., as Co-Trustee, the undersigned, as Trustee,
hereby certifies that [, with respect to the Subsequent Mortgage Loans
delivered in connection with the Subsequent Transfer Agreement, dated as of
__________, 2005 (the "Subsequent Transfer Agreement") among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller, and The Bank of New York, as Trustee,]
as to each [Initial Mortgage Loan][Subsequent Mortgage Loan] listed in the
[Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage Loan
Schedule] (other than any [Initial Mortgage Loan][Subsequent Mortgage Loan]
paid in full or listed on the attached Document Exception Report) it has
received:

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

          (ii) in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is not a MERS Mortgage Loan, the original recorded Mortgage, and in
the case of each [Initial Mortgage Loan][Subsequent Mortgage Loan] that is a
MERS Mortgage Loan, the original Mortgage, noting thereon the presence of the
MIN of the [Initial Mortgage Loan][Subsequent Mortgage Loan] and language
indicating that the [Initial Mortgage Loan][Subsequent Mortgage Loan] is a MOM
Loan if the [Initial Mortgage Loan][Subsequent



                                     H-1
<PAGE>

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

          (iii) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of
the Mortgage to "Asset-Backed Certificates, Series 2005-AB1, CWABS, Inc., by
The Bank of New York, a New York banking corporation, as trustee under the
Pooling and Servicing Agreement dated as of March 1, 2005, without recourse",
or, in the case of each [Initial Mortgage Loan][Subsequent Mortgage Loan] with
respect to property located in the State of California that is not a MERS
Mortgage Loan, a duly executed assignment of the Mortgage in blank (each such
assignment, when duly and validly completed, to be in recordable form and
sufficient to effect the assignment of and transfer to the assignee thereof,
under the Mortgage to which such assignment relates);

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

          (v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any, with evidence of recording
thereon if recordation thereof is permissible under applicable law; and

          (vi) the original or duplicate original lender's title policy or a
printout of the electronic equivalent and all riders thereto or any one of an
original title binder, an original preliminary title report or an original
title commitment, or a copy thereof certified by the title company.

          If the public recording office in which a Mortgage or assignment
thereof is recorded has retained the original of such Mortgage or assignment,
the Trustee has received, in lieu thereof, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office.

          Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v),
(vi), (viii), (ix) and (xiv) through (xx) of the definition of the "Mortgage
Loan Schedule" in Section 1.01 of the Pooling and Servicing Agreement
accurately reflects information set forth in the Mortgage File.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the [Initial
Mortgage Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any
such [Initial Mortgage Loan][Subsequent Mortgage Loan].



                                     H-2
<PAGE>

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                      The Bank of New York,
                                        as Trustee



                                      By:
                                           -----------------------------------
                                           Name:
                                           Title:



                                     H-3
<PAGE>

                                   EXHIBIT I

               TRANSFER AFFIDAVIT FOR THE CLASS A-R CERTIFICATES

STATE OF               )
                       )  ss.:
COUNTY OF              )

          The undersigned, being first duly sworn, deposes and says as
follows:

          1. The undersigned is an officer of _______________, the proposed
Transferee of an Ownership Interest in a Class A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated
as of March 1, 2005 (the "Agreement"), by and among CWABS, Inc., as depositor
(the "Depositor"), Countrywide Home Loans, Inc., as a Seller, Park Monaco
Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, The Bank of New York Trust Company, N.A., as
Co-Trustee, and The Bank of New York, as Trustee. Capitalized terms used, but
not defined herein or in Exhibit 1 hereto, shall have the meanings ascribed to
such terms in the Agreement. The Transferee has authorized the undersigned to
make this affidavit on behalf of the Transferee.

          2. The Transferee is not an employee benefit plan that is subject to
Title I of ERISA or to section 4975 of the Internal Revenue Code of 1986, nor
is it acting on behalf of or with plan assets of any such plan. The Transferee
is, as of the date hereof, and will be, as of the date of the Transfer, a
Permitted Transferee. The Transferee will endeavor to remain a Permitted
Transferee for so long as it retains its Ownership Interest in the
Certificate. The Transferee is acquiring its Ownership Interest in the
Certificate for its own account.

          3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability
for the tax if the subsequent Transferee furnished to such Person an affidavit
that such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

          4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such affidavit is
false. (For this purpose, a "pass-through entity" includes a regulated
investment company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives and, except as may be
provided in Treasury Regulations, persons holding interests in pass-through
entities as a nominee for another Person.)



                                    I-1-1
<PAGE>

          5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement (attached hereto as Exhibit 2 and incorporated herein by
reference) and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by
and to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

          6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit J-1 to the Agreement (a "Transferor Certificate") to
the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.

          7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect
to the Class A-R Certificates.

          8. The Transferee's taxpayer identification number is _____.

          9. The Transferee is a U.S. Person as defined in Code section
7701(a)(30).

          10. The Transferee is aware that the Class A-R Certificates may be
"noneconomic residual interests" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax. In
addition, as the holder of a noneconomic residual interest, the Transferee may
incur tax liabilities in excess of any cash flows generated by the interest
and the Transferee hereby represents that it intends to pay taxes associated
with holding the residual interest as they become due.

          11. The Transferee has provided financial statements or other
financial information requested by the Transferor in connection with the
transfer of the Class A-R Certificates to permit the Transferor to assess the
financial capability of the Transferee to pay such taxes.

                                  *    *    *



                                    I-1-2
<PAGE>

          IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this ____ day of _____________, 20__.

                                     [NAME OF TRANSFEREE]


                                     By:
                                          ------------------------------------
                                          Name:
                                          Title:


[Corporate Seal]

ATTEST:

_________________________
[Assistant] Secretary

          Personally appeared before me the above-named _____________, known
or proved to me to be the same person who executed the foregoing instrument
and to be the ____________ of the Transferee, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
Transferee.

          Subscribed and sworn before me this ____ day of _______, 20__.



                                         -------------------------------------
                                                          NOTARY PUBLIC
                                         My Commission expires the ___ day of
                                                          , 20__.



                                    I-1-3
<PAGE>

                              Certain Definitions

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

          "Permitted Transferee": Any person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality
of any of the foregoing, (ii) a foreign government, International Organization
or any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers' cooperatives described in section 521 of
the Code) that is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by section 511 of the Code on unrelated business taxable
income) on any excess inclusions (as defined in section 860E(c)(1) of the
Code) with respect to any Class A-R Certificate, (iv) rural electric and
telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) an
"electing large partnership" as defined in section 775 of the Code, (vi) a
Person that is not a citizen or resident of the United States, a corporation,
partnership, or other entity (treated as a corporation or a partnership for
federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, or an estate
whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trustor
unless such Person has furnished the transferor and the Trustee with a duly
completed Internal Revenue Service Form W-8ECI, and (vii) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Class A-R Certificate to such Person may cause
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are Outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and,
with the exception of the Federal Home Loan Mortgage Corporation, a majority
of its board of directors is not selected by such government unit.

          "Person": Any individual, corporation, limited liability company,
partnership, joint venture, bank, joint stock company, trust (including any
beneficiary thereof), unincorporated organization or government or any agency
or political subdivision thereof.

          "Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate, including the acquisition of a Certificate by the
Depositor.

          "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.



                                    I-1-4
<PAGE>

                       Section 5.02(c) of the Agreement

          (c) Each Person who has or who acquires any Ownership Interest in a
Class A-R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:

          (1) Each Person holding or acquiring any Ownership Interest in a
     Class A-R Certificate shall be a Permitted Transferee and shall promptly
     notify the Trustee of any change or impending change in its status as a
     Permitted Transferee.

          (2) Except in connection with (i) the registration of the Tax
     Matters Person Certificate in the name of the Trustee or (ii) any
     registration in the name of, or transfer of a Class A-R Certificate to,
     an affiliate of the Depositor (either directly or through a nominee) on
     or about the Closing Date, no Ownership Interest in a Class A-R
     Certificate may be registered on the Closing Date or thereafter
     transferred, and the Trustee shall not register the Transfer of any Class
     A-R Certificate unless, the Trustee shall have been furnished with an
     affidavit (a "Transfer Affidavit") of the initial owner or the proposed
     transferee in the form attached hereto as Exhibit I.

          (3) Each Person holding or acquiring any Ownership Interest in a
     Class A-R Certificate shall agree (A) to obtain a Transfer Affidavit from
     any other Person to whom such Person attempts to Transfer its Ownership
     Interest in a Class A-R Certificate, (B) to obtain a Transfer Affidavit
     from any Person for whom such Person is acting as nominee, trustee or
     agent in connection with any Transfer of a Class A-R Certificate and (C)
     not to Transfer its Ownership Interest in a Class A-R Certificate, or to
     cause the Transfer of an Ownership Interest in a Class A-R Certificate to
     any other Person, if it has actual knowledge that such Person is not a
     Permitted Transferee.

          (4) Any attempted or purported Transfer of any Ownership Interest in
     a Class A-R Certificate in violation of the provisions of this Section
     5.02(c) shall be absolutely null and void and shall vest no rights in the
     purported Transferee. If any purported transferee shall become a Holder
     of a Class A-R Certificate in violation of the provisions of this Section
     5.02(c), then the last preceding Permitted Transferee shall be restored
     to all rights as Holder thereof retroactive to the date of registration
     of Transfer of such Class A-R Certificate. The Trustee shall be under no
     liability to any Person for any registration of Transfer of a Class A-R
     Certificate that is in fact not permitted by Section 5.02(b) and this
     Section 5.02(c) or for making any payments due on such Certificate to the
     Holder thereof or taking any other action with respect to such Holder
     under the provisions of this Agreement so long as the Transfer was
     registered after receipt of the related Transfer Affidavit and Transferor
     Certificate. The Trustee shall be entitled but not obligated to recover
     from any Holder of a Class A-R Certificate that was in fact not a
     Permitted Transferee at the time it became a Holder or, at such
     subsequent time as it became other than a Permitted Transferee, all
     payments made on such Class A-R Certificate at and after either such
     time. Any such payments so recovered by the Trustee shall be paid and
     delivered by the Trustee to the last preceding Permitted Transferee of
     such Certificate.



                                    I-1-5
<PAGE>

          (5) The Master Servicer shall use its best efforts to make
     available, upon receipt of written request from the Trustee, all
     information necessary to compute any tax imposed under section 860E(e) of
     the Code as a result of a Transfer of an Ownership Interest in a Class
     A-R Certificate to any Holder who is not a Permitted Transferee.

          The restrictions on Transfers of a Class A-R Certificate set forth
in this section 5.02(c) shall cease to apply (and the applicable portions of
the legend on a Class A-R Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trustee, the Sellers
or the Master Servicer to the effect that the elimination of such restrictions
will not cause any constituent REMIC of any REMIC formed hereunder to fail to
qualify as a REMIC at any time that the Certificates are outstanding or result
in the imposition of any tax on the Trust Fund, a Certificateholder or another
Person. Each Person holding or acquiring any ownership Interest in a Class A-R
Certificate hereby consents to any amendment of this Agreement that, based on
an Opinion of Counsel furnished to the Trustee, is reasonably necessary (a) to
ensure that the record ownership of, or any beneficial interest in, a Class
A-R Certificate is not transferred, directly or indirectly, to a Person that
is not a Permitted Transferee and (b) to provide for a means to compel the
Transfer of a Class A-R Certificate that is held by a Person that is not a
Permitted Transferee to a Holder that is a Permitted Transferee.



                                    I-1-6
<PAGE>

                                  EXHIBIT J-1

           FORM OF TRANSFEROR CERTIFICATE FOR CLASS A-R CERTIFICATES

                                     Date:


CWABS, Inc.
as Depositor
4500 Park Granada
Calabasas, California  91302

The Bank of New York
as Trustee
101 Barclay Street
New York, New York  10286


          Re:  CWABS, Inc., Asset Backed Certificates, Series 2005-AB1
               -------------------------------------------------------

Ladies and Gentlemen:

          In connection with our disposition of the Class A-R Certificates, we
certify that we have no knowledge that the Transferee is not a Permitted
Transferee. All capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement
dated as of March 1, 2005, among CWABS, Inc., as Depositor, Countrywide Home
Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller, Countrywide Home Loans Servicing LP, as Master Servicer, The Bank of
New York Trust Company, N.A., as Co-Trustee, and The Bank of New York, as
Trustee.

                                    Very truly yours,



                                    _____________________________________
                                    Name of Transferor


                                    By: _________________________________
                                    Name:
                                    Title:



                                    J-1-1
<PAGE>

                                  EXHIBIT J-2

                      FORM OF TRANSFEROR CERTIFICATE FOR
                             PRIVATE CERTIFICATES

                                     Date:


CWABS, Inc.,
    as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York
    as Trustee
101 Barclay Street
New York, New York  10286


          Re: CWABS, Inc. Asset-Backed Certificates, Series 2005-AB1, Class [  ]
              ------------------------------------------------------------------

Ladies and Gentlemen:

          In connection with our disposition of the above-captioned
Certificates we certify that (a) we understand that the Certificates have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
are being disposed by us in a transaction that is exempt from the registration
requirements of the Act, (b) we have not offered or sold any Certificates to,
or solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, in a manner
that would be deemed, or taken any other action which would result in, a
violation of Section 5 of the Act. All capitalized terms used herein but not
defined herein shall have the meanings assigned to them in the Pooling and
Servicing Agreement dated as of March 1, 2005, among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as
Master Servicer, The Bank of New York Trust Company, N.A., as Co-Trustee and
The Bank of New York, as Trustee.

                                    Very truly yours,


                                    ___________________________________
                                    Name of Transferor


                                    By: _______________________________
                                    Name:
                                    Title:



                                    J-2-1
<PAGE>

                                   EXHIBIT K

                   FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                     Date:


CWABS, Inc.,
    as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York
    as Trustee
101 Barclay Street
New York, New York  10286


          Re: CWABS, Inc. Asset-Backed Certificates, Series 2005-AB1, Class [  ]
              ------------------------------------------------------------------

Ladies and Gentlemen:

          In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, (b) we are an "accredited investor," as defined in Regulation D under
the Act, and have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) either (i) we are
not an employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
acting on behalf of any such plan or arrangement or using the assets of any
such plan or arrangement to effect such acquisition or (ii) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are
an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, (e) we are acquiring the Certificates for
investment for our own account and not with a view to any distribution of such
Certificates (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificates in accordance with clause (g) below),
(f) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, or taken any other action which would
result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale,
transfer or other disposition is made pursuant to an effective registration
statement under the Act or is exempt from such registration requirements, and
if



                                     K-1
<PAGE>

requested, we will at our expense provide an opinion of counsel satisfactory
to the addressees of this Certificate that such sale, transfer or other
disposition may be made pursuant to an exemption from the Act, (2) the
purchaser or transferee of such Certificate has executed and delivered to you
a certificate to substantially the same effect as this certificate, and (3)
the purchaser or transferee has otherwise complied with any conditions for
transfer set forth in the Pooling and Servicing Agreement.

          All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of March 1, 2005, among CWABS, Inc., as Depositor, Countrywide Home Loans,
Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller, Countrywide Home Loans Servicing LP, as Master Servicer, The Bank of
New York Trust Company, N.A., as Co-Trustee, and The Bank of New York, as
Trustee.

                                      Very truly yours,

                                      ___________________________________
                                      Name of Transferee

                                      By: _______________________________
                                             Authorized Officer



                                     K-2
<PAGE>

                                   EXHIBIT L

                           FORM OF RULE 144A LETTER

                                     Date:


CWABS, Inc.,
    as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York
    as Trustee
101 Barclay Street
New York, New York  10286


          Re: CWABS, Inc. Asset-Backed Certificates, Series 2005-AB1, Class [  ]
              ------------------------------------------------------------------

Ladies and Gentlemen:

          In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, (b) we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) either (i) we are
not an employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
acting on behalf of any such plan or arrangement or using the assets of any
such plan or arrangement to effect such acquisition or (ii) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are
an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on
our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security
to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates or any other
similar security from, or otherwise approached or negotiated with respect to
the Certificates, any interest in the Certificates or any other similar
security with, any person in any manner, or made any general solicitation by
means of general advertising or in any other manner, or taken any other
action, that would constitute a distribution of the Certificates under the
Securities Act or that would render the disposition of the Certificates a
violation of Section 5 of the Securities Act or require registration pursuant
thereto,



                                     L-1
<PAGE>

nor will act, nor has authorized or will authorize any person to act, in such
manner with respect to the Certificates, (f) we are a "qualified institutional
buyer" as that term is defined in Rule 144A under the Securities Act and have
completed either of the forms of certification to that effect attached hereto
as Annex 1 or Annex 2. We are aware that the sale to us is being made in
reliance on Rule 144A. We are acquiring the Certificates for our own account
or for resale pursuant to Rule 144A and further, understand that such
Certificates may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases for
its own account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance
on Rule 144A, or (ii) pursuant to another exemption from registration under
the Securities Act.

          All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of March 1, 2005, among CWABS, Inc., as Depositor, Countrywide Home Loans,
Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller, Countrywide Home Loans Servicing LP, as Master Servicer, The Bank of
New York Trust Company, N.A., as Co-Trustee and The Bank of New York, as
Trustee.

                                  Very truly yours,

                                  ___________________________________
                                  Name of Transferee

                                  By: _______________________________
                                         Authorized Officer



                                     L-2
<PAGE>

                             ANNEX 1 TO EXHIBIT L

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees Other Than Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

     As indicated below, the undersigned is the President, Chief Financial
        Officer, Senior Vice President or other executive officer of the
        Buyer.

     In connection with purchases by the Buyer, the Buyer is a "qualified
        institutional buyer" as that term is defined in Rule 144A under the
        Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer
        owned and/or invested on a discretionary basis either at least
        $100,000,000 in securities or, if Buyer is a dealer, Buyer must own
        and/or invest on a discretionary basis at least $10,000,000 in
        securities (except for the excluded securities referred to below) as
        of the end of the Buyer's most recent fiscal year (such amount being
        calculated in accordance with Rule 144A and (ii) the Buyer satisfies
        the criteria in the category marked below.

        ___    Corporation, etc. The Buyer is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or
               charitable organization described in Section 501(c)(3) of the
               Internal Revenue Code of 1986, as amended.

        ___    Bank. The Buyer (a) is a national bank or banking institution
               organized under the laws of any State, territory or the
               District of Columbia, the business of which is substantially
               confined to banking and is supervised by the State or
               territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached
               hereto.

        ___    Savings and Loan. The Buyer (a) is a savings and loan
               association, building and loan association, cooperative bank,
               homestead association or similar institution, which is
               supervised and examined by a State or Federal authority having
               supervision over any such institutions or is a foreign savings
               and loan association or equivalent institution and (b) has an
               audited net worth of at least $25,000,000 as demonstrated in
               its latest annual financial statements, a copy of which is
               attached hereto.

        ___    Broker-dealer. The Buyer is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934.

        ___    Insurance Company. The Buyer is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of



                                     L-3
<PAGE>

               risks underwritten by insurance companies and which is subject
               to supervision by the insurance commissioner or a similar
               official or agency of a State, territory or the District of
               Columbia.

        ___    State or Local Plan. The Buyer is a plan established and
               maintained by a State, its political subdivisions, or any
               agency or instrumentality of the State or its political
               subdivisions, for the benefit of its employees.

        ___    ERISA Plan. The Buyer is an employee benefit plan within the
               meaning of Title I of the Employee Retirement Income Security
               Act of 1974.

        ___    Investment Advisor. The Buyer is an investment advisor
               registered under the Investment Advisors Act of 1940.

        ___    Small Business Investment Company. Buyer is a small business
               investment company licensed by the U.S. Small Business
               Administration under Section 301(c) or (d) of the Small
               Business Investment Act of 1958.

        ___    Business Development Company. Buyer is a business development
               company as defined in Section 202(a)(22) of the Investment
               Advisors Act of 1940.

     The term "securities" as used herein does not include (i) securities of
        issuers that are affiliated with the Buyer, (ii) securities that are
        part of an unsold allotment to or subscription by the Buyer, if the
        Buyer is a dealer, (iii) securities issued or guaranteed by the U.S.
        or any instrumentality thereof, (iv) bank deposit notes and
        certificates of deposit, (v) loan participations, (vi) repurchase
        agreements, (vii) securities owned but subject to a repurchase
        agreement and (viii) currency, interest rate and commodity swaps.

     For purposes of determining the aggregate amount of securities owned
        and/or invested on a discretionary basis by the Buyer, the Buyer used
        the cost of such securities to the Buyer and did not include any of
        the securities referred to in the preceding paragraph, except (i)
        where the Buyer reports its securities holdings in its financial
        statements on the basis of their market value, and (ii) no current
        information with respect to the cost of those securities has been
        published. If clause (ii) in the preceding sentence applies, the
        securities may be valued at market. Further, in determining such
        aggregate amount, the Buyer may have included securities owned by
        subsidiaries of the Buyer, but only if such subsidiaries are
        consolidated with the Buyer in its financial statements prepared in
        accordance with generally accepted accounting principles and if the
        investments of such subsidiaries are managed under the Buyer's
        direction. However, such securities were not included if the Buyer is
        a majority-owned, consolidated subsidiary of another enterprise and
        the Buyer is not itself a reporting company under the Securities
        Exchange Act of 1934, as amended.

     The Buyer acknowledges that it is familiar with Rule 144A and understands
        that the seller to it and other parties related to the Certificates
        are relying and will continue to rely on the statements made herein
        because one or more sales to the Buyer may be in reliance on Rule
        144A.



                                     L-4
<PAGE>

     Until the date of purchase of the Rule 144A Securities, the Buyer will
        notify each of the parties to which this certification is made of any
        changes in the information and conclusions herein. Until such notice
        is given, the Buyer's purchase of the Certificates will constitute a
        reaffirmation of this certification as of the date of such purchase.
        In addition, if the Buyer is a bank or savings and loan is provided
        above, the Buyer agrees that it will furnish to such parties updated
        annual financial statements promptly after they become available.

                                   _____________________________________
                                           Print Name of Buyer


                                   By: _________________________________
                                       Name:
                                       Title:


                                   Date:____________



                                     L-5
<PAGE>

                                                         ANNEX 2 TO EXHIBIT L
                                                         --------------------

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           --------------------------------------------------------

          [For Transferees That are Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

     In connection with purchases by Buyer, the Buyer is a "qualified
        institutional buyer" as defined in SEC Rule 144A because (i) the Buyer
        is an investment company registered under the Investment Company Act
        of 1940, as amended and (ii) as marked below, the Buyer alone, or the
        Buyer's Family of Investment Companies, owned at least $100,000,000 in
        securities (other than the excluded securities referred to below) as
        of the end of the Buyer's most recent fiscal year. For purposes of
        determining the amount of securities owned by the Buyer or the Buyer's
        Family of Investment Companies, the cost of such securities was used,
        except (i) where the Buyer or the Buyer's Family of Investment
        Companies reports its securities holdings in its financial statements
        on the basis of their market value, and (ii) no current information
        with respect to the cost of those securities has been published. If
        clause (ii) in the preceding sentence applies, the securities may be
        valued at market.

        ___    The Buyer owned $ in securities (other than the excluded
               securities referred to below) as of the end of the Buyer's most
               recent fiscal year (such amount being calculated in accordance
               with Rule 144A).

        ___    The Buyer is part of a Family of Investment Companies which
               owned in the aggregate $ in securities (other than the excluded
               securities referred to below) as of the end of the Buyer's most
               recent fiscal year (such amount being calculated in accordance
               with Rule 144A).

     The term "Family of Investment Companies" as used herein means two or
        more registered investment companies (or series thereof) that have the
        same investment adviser or investment advisers that are affiliated (by
        virtue of being majority owned subsidiaries of the same parent or
        because one investment adviser is a majority owned subsidiary of the
        other).

     The term "securities" as used herein does not include (i) securities of
        issuers that are affiliated with the Buyer or are part of the Buyer's
        Family of Investment Companies, (ii) securities issued or guaranteed
        by the U.S. or any instrumentality thereof, (iii) bank deposit notes
        and certificates of deposit, (iv) loan participations, (v) repurchase



                                     L-6
<PAGE>

        agreements, (vi) securities owned but subject to a repurchase
        agreement and (vii) currency, interest rate and commodity swaps.

     The Buyer is familiar with Rule 144A and under-stands that the parties
        listed in the Rule 144A Transferee Certificate to which this
        certification relates are relying and will continue to rely on the
        statements made herein because one or more sales to the Buyer will be
        in reliance on Rule 144A. In addition, the Buyer will only purchase
        for the Buyer's own account.

     Until the date of purchase of the Certificates, the undersigned will
        notify the parties listed in the Rule 144A Transferee Certificate to
        which this certification relates of any changes in the information and
        conclusions herein. Until such notice is given, the Buyer's purchase
        of the Certificates will constitute a reaffirmation of this
        certification by the undersigned as of the date of such purchase.

                                    __________________________________________
                                         Print Name of Buyer or Adviser


                                    By:_______________________________________
                                    Name:
                                    Title:


                                    IF AN ADVISER:



                                    __________________________________________
                                             Print Name of Buyer


                                    Date:_____________________________________



                                     L-7
<PAGE>

                                   EXHIBIT M

                     FORM OF REQUEST FOR DOCUMENT RELEASE

Loan Information
----------------

         Name of Mortgagor:              _____________________________________

         Master Servicer                 _____________________________________

         Loan No.:                       _____________________________________

Trustee
-------

         Name:                           _____________________________________

         Address:                        _____________________________________

         Trustee
         Mortgage File No.:              _____________________________________

     The undersigned Master Servicer hereby acknowledges that it has received
from _______________________________________, as Trustee for the Holders of
Asset-Backed Certificates, Series 2005-AB1, the documents referred to below
(the "Documents"). All capitalized terms not otherwise defined in this Request
for Document Release shall have the meanings given them in the Pooling and
Servicing Agreement dated as of March 1, 2005, among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as
Master Servicer, The Bank of New York Trust Company, N.A., as Co-Trustee, and
The Bank of New York, as Trustee.

(  )    Mortgage Note dated ___________, ____, in the original principal sum
        of $________, made by __________________, payable to, or endorsed to
        the order of, the Trustee.

(  )    Mortgage recorded on _________________ as instrument no. _____________
        in the County Recorder's Office of the County of ________________,
        State of _______________ in book/reel/docket _______________ of
        official records at page/image _____________.

(  )    Deed of Trust recorded on ________________ as instrument no. _________
        in the County Recorder's Office of the County of ________________,
        State of ______________ in book/reel/docket ______________ of official
        records at page/image _____________.

(  )    Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
        _________________ as instrument no. __________ in the County Recorder's
        Office of the County of __________, State of _______________ in
        book/reel/docket



                                     M-1
<PAGE>

        _______________ of official records at page/image _____________.

(  )    Other documents, including any amendments, assignments or other
        assumptions of the Mortgage Note or Mortgage.

(  )    ______________________________________________

(  )    ______________________________________________

(  )    ______________________________________________

(  )    ______________________________________________

     The undersigned Master Servicer hereby acknowledges and agrees as
follows:

          (1) The Master Servicer shall hold and retain possession of the
     Documents in trust for the benefit of the Trust Fund, solely for the
     purposes provided in the Pooling and Servicing Agreement.

          (2) The Master Servicer shall not cause or knowingly permit the
     Documents to become subject to, or encumbered by, any claim, liens,
     security interest, charges, writs of attachment or other impositions nor
     shall the Master Servicer assert or seek to assert any claims or rights
     of setoff to or against the Documents or any proceeds thereof.

          (3) The Master Servicer shall return each and every Document
     previously requested from the Mortgage File to the Co-Trustee when the
     need therefor no longer exists, unless the Mortgage Loan relating to the
     Documents has been liquidated and the proceeds thereof have been remitted
     to the Certificate Account and except as expressly provided in the
     Pooling and Servicing Agreement.

          (4) The Documents and any proceeds thereof, including any proceeds
     of proceeds, coming into the possession or control of the Master Servicer
     shall at all times be earmarked for the account of the Trust Fund, and
     the Master Servicer shall keep the Documents and any proceeds separate
     and distinct from all other property in the Master Servicer's possession,
     custody or control.

                                            [Master Servicer]


                                            By_______________________________


                                            Its______________________________


                         Date: _________________, ____



                                     M-2
<PAGE>

                                   EXHIBIT N

                       FORM OF REQUEST FOR FILE RELEASE
            [Mortgage Loans Paid in Full, Repurchased or Replaced]

                    OFFICER'S CERTIFICATE AND TRUST RECEIPT
                          ASSET-BACKED CERTIFICATES,
                                Series 2005-AB1

__________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN
OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER
SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE [PURCHASE PRICE]
[MORTGAGE LOAN REPURCHASE PRICE] FOR SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE
MORTGAGE LOANS HAVE BEEN LIQUIDATED AND THE RELATED [INSURANCE PROCEEDS]
[LIQUIDATION PROCEEDS] HAVE BEEN DEPOSITED PURSUANT TO SECTION 3.13 OF THE
POOLING AND SERVICING AGREEMENT.] [A REPLACEMENT MORTGAGE LOAN HAS BEEN
DELIVERED TO THE TRUSTEE IN THE MANNER AND OTHERWISE IN ACCORDANCE WITH THE
CONDITIONS SET FORTH IN SECTIONS 2.02 AND 2.03 OF THE POOLING AND SERVICING
AGREEMENT.]

LOAN NUMBER:_______________                 BORROWER'S NAME:_____________

COUNTY:____________________

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]
[no] opinion is required by Section 2.05 [and is attached hereto].]

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO
SECTION 3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE
CREDITED.

____________                                    _____________________
                                                DATED:____________

/ /                                             VICE PRESIDENT
/ /                                             ASSISTANT VICE PRESIDENT



                                     N-1
<PAGE>

                                                                   Exhibit O

                           Exhibit O is a photocopy
                          of the Depository Agreement
                                 as delivered.

               [See appropriate documents delivered at closing.]



                                     O-1
<PAGE>

                                   EXHIBIT P

                     FORM OF SUBSEQUENT TRANSFER AGREEMENT

          SUBSEQUENT TRANSFER AGREEMENT, dated as of ____________, 200[_]
(this "Subsequent Transfer Agreement"), among CWABS, INC., a Delaware
corporation, as depositor (the "Depositor"), COUNTRYWIDE HOME LOANS, INC., a
New York corporation, in its capacity as a seller under the Pooling and
Servicing Agreement referred to below ("CHL"), PARK MONACO INC., a Delaware
corporation, in its capacity as a seller under the Pooling and Servicing
Agreement ("Park Monaco"), PARK SIENNA LLC, a Delaware limited liability
company, in its capacity as a seller under the Pooling and Servicing Agreement
("Park Sienna" and, together with CHL and Park Monaco, the "Sellers"), and The
Bank of New York, a New York banking corporation, as trustee (the "Trustee");

          WHEREAS, the Depositor, CHL, Park Monaco, Park Sienna, the Trustee
and Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of
New York Trust Company, N.A., as Co-Trustee, have entered in the Pooling and
Servicing Agreement, dated as of March 1, 2005 (the "Pooling and Servicing
Agreement"), relating to the CWABS, Inc. Asset-Backed Certificates, Series
2005-AB1 (capitalized terms not otherwise defined herein are used as defined
in the Pooling and Servicing Agreement);

          WHEREAS, Section 2.01(b) of the Pooling and Servicing Agreement
provides for the parties hereto to enter into this Subsequent Transfer
Agreement in accordance with the terms and conditions of the Pooling and
Servicing Agreement;

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration the receipt and adequacy of which are hereby
acknowledged the parties hereto agree as follows:

          (a) The "Subsequent Transfer Date" with respect to this Subsequent
Transfer Agreement shall be ________ __, 200[_].

          (b) The "Subsequent Transfer Date Purchase Amount" with respect to
this Subsequent Transfer Agreement shall be $_______________.

          (c) The Subsequent Mortgage Loans conveyed on the Subsequent
Transfer Date shall be subject to the terms and conditions of the Pooling and
Servicing Agreement.

          (d) Annex A hereto set forth a list of the Mortgage Loans which are
Delay Delivery Mortgage Loans.

          (e) In case any provision of this Subsequent Transfer Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions or obligations shall not in any way
be affected or impaired thereby.

          (f) In the event of any conflict between the provisions of this
Subsequent Transfer Agreement and the Pooling and Servicing Agreement, the
provisions of the Pooling and Servicing Agreement shall prevail.



                                     P-1
<PAGE>

          (g) This Subsequent Transfer Agreement shall be governed by, and
shall be construed and enforced in accordance with the laws of the State of
New York.

          (h) The Subsequent Transfer Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.



                                     P-2
<PAGE>

          IN WITNESS WHEREOF, the parties to this Subsequent Transfer
Agreement have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.



                                       CWABS, INC.,
                                         as Depositor


                                       By: __________________________________
                                           Name:
                                           Title:



                                       COUNTRYWIDE HOME LOANS, INC.,
                                         as a Seller


                                       By: __________________________________
                                           Name:
                                           Title:



                                       PARK MONACO INC.,
                                         as a Seller


                                       By: __________________________________
                                           Name:
                                           Title:



                                       PARK SIENNA LLC,
                                         as a Seller


                                       By: __________________________________
                                           Name:
                                           Title:



                                     P-3
<PAGE>

                                       THE BANK OF NEW YORK,
                                         not in its individual capacity,
                                         but solely as Trustee


                                       By: __________________________________
                                           Name:
                                           Title:



                                     P-4
<PAGE>

                                                                     Annex I

Mortgage Loans for which All or a Portion of a Related Mortgage File is not
Delivered to the Trustee on or prior to the Subsequent Transfer Date



                                     P-5
<PAGE>

                                   EXHIBIT Q

                           FORM OF CORRIDOR CONTRACT

               [See appropriate documents delivered at closing.]



                                     Q-1
<PAGE>

                                  EXHIBIT R-1

                FORM OF CORRIDOR CONTRACT ASSIGNMENT AGREEMENT



                      [see document delivered at closing]



                                    R-1-1
<PAGE>

                                  EXHIBIT R-2

              FORM OF CORRIDOR CONTRACT ADMINISTRATION AGREEMENT



                      [see document delivered at closing]



                                    R-2-1
<PAGE>

                                   EXHIBIT S

                                  [Reserved]



                                     S-1
<PAGE>

                                   EXHIBIT T


               OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                          ASSET-BACKED CERTIFICATES,
                                Series 2005-AB1

                                           [Date]

Via Facsimile

The Bank of New York
    as Trustee
101 Barclay Street
New York, New York  10286


Dear Sir or Madam:

          Reference is made to the Pooling and Servicing Agreement, dated as
of March 1, 2005, (the "Pooling and Servicing Agreement") among CWABS, Inc.,
as Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as
a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,
as Master Servicer, The Bank of New York Trust Company, N.A., as Co-Trustee,
and The Bank of New York, as Trustee. Capitalized terms used herein shall have
the meanings ascribed to such terms in the Pooling and Servicing Agreement.

          __________________ hereby certifies that he/she is a Servicing
Officer, holding the office set forth beneath his/her name and hereby further
certifies as follows:

          With respect to the Distribution Date in _________ 20[ ] and each
Mortgage Loan set forth in the attached schedule:

          1. A Principal Prepayment in full or in part was received during the
related Prepayment Period;

          2. Any Prepayment Charge due under the terms of the Mortgage Note
with respect to such Principal Prepayment was or was not, as indicated on the
attached schedule using "Yes" or "No", received from the Mortgagor and
deposited in the Certificate Account;

          3. As to each Mortgage Loan set forth on the attached schedule for
which all or part of the Prepayment Charge required in connection with the
Principal Prepayment was waived by the Master Servicer, such waiver was, as
indicated on the attached schedule, based upon:

                    (i) the Master Servicer's determination that such waiver
     would maximize recovery of Liquidation Proceeds for such Mortgage Loan,
     taking into account the value of such Prepayment Charge, or



                                     T-1
<PAGE>

                    (ii)(A) the enforceability thereof is limited (1) by
     bankruptcy, insolvency, moratorium, receivership, or other similar law
     relating to creditors' rights generally or (2) due to acceleration in
     connection with a foreclosure or other involuntary payment, or (B) the
     enforceability is otherwise limited or prohibited by applicable law; and

          4. We certify that all amounts due in connection with the waiver of
a Prepayment Charge inconsistent with clause 3 above which are required to be
deposited by the Master Servicer pursuant to Section 3.20 of the Pooling and
Servicing Agreement, have been or will be so deposited.

                                              COUNTRYWIDE HOME LOANS, INC.,
                                                as Master Servicer



                                     T-2
<PAGE>

        SCHEDULE OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED
                     DURING THE RELATED PREPAYMENT PERIOD


-------------------------------------------------------------------------------
Loan Number               Clause 2: Yes/No            Clause 3: (i) or (ii)
-------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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



                                     T-3
<PAGE>

                                  SCHEDULE I

           PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY


        [Delivered to Trustee at closing and on file with the Trustee.]



                                    S-I-1
<PAGE>

                                  SCHEDULE II


                              COLLATERAL SCHEDULE


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Characteristic                                             Applicable Section
-------------------------------------------------------------------------------------------------------
<S>                                                        <C>                    <C>
Single-Family Detached Dwellings                           2.03(b)(32)            68.91%
-------------------------------------------------------------------------------------------------------
Two- to Four-Family Dwellings                              2.03(b)(32)            4.03%
-------------------------------------------------------------------------------------------------------
Low-Rise Condominium Units                                 2.03(b)(32)            8.54%
-------------------------------------------------------------------------------------------------------
High-Rise Condominium Units                                2.03(b)(32)            0.70%
-------------------------------------------------------------------------------------------------------
Manufactured Housing                                       2.03(b)(32)            0.01%
-------------------------------------------------------------------------------------------------------
PUDs                                                       2.03(b)(32)            17.82%
-------------------------------------------------------------------------------------------------------
Earliest Origination Date                                  2.03(b)(33)            January 1, 2000
-------------------------------------------------------------------------------------------------------
Prepayment Penalty                                         2.03(b)(35)            79.13%
-------------------------------------------------------------------------------------------------------
Investor Properties                                        2.03(b)(36)            2.55%
-------------------------------------------------------------------------------------------------------
Primary Residences                                         2.03(b)(36)            96.21%
-------------------------------------------------------------------------------------------------------
Lowest Current Mortgage Rate                               2.03(b)(48)            4.250%
-------------------------------------------------------------------------------------------------------
Highest Current Mortgage Rate                              2.03(b)(48)            11.905%
-------------------------------------------------------------------------------------------------------
Weighted Average Current Mortgage Rate                     2.03(b)(48)            6.747%
-------------------------------------------------------------------------------------------------------
Lowest Gross Margin                                        2.03(b)(51)            2.750%
-------------------------------------------------------------------------------------------------------
Highest Gross Margin                                       2.03(b)(51)            12.000%
-------------------------------------------------------------------------------------------------------
Weighted Average Gross Margin                              2.03(b)(51)            6.581%
-------------------------------------------------------------------------------------------------------
Date on or before which each Initial Mortgage
Loan has a Due Date                                        2.03(b)(52)            May 1, 2005
-------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------- -------------------------------------
Adjustment Date           Applicable Section   Mortgage Loans (other than       Two-Year  Hybrid        Three-Year
                                               Two-Year and Three-Year          Mortgage Loans          Hybrid
                                               Hybrid Mortgage Loans)                                   Mortgage
                                                                                                        Loans
------------------------------------------------------------------------------- -------------------------------------
<S>                       <C>                  <C>                              <C>                     <C>
Latest Next               2.03(b)(34)          March 1, 2010                    April 1, 2007           April 1, 2008
Adjustment Date
------------------------------------------------------------------------------- -------------------------------------
</TABLE>



                                    S-II-1