Exhibit 4.1


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






                                 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 2005-2


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





<PAGE>


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

                                                                          Page
                                                                          ----


                               ARTICLE I.
                              DEFINITIONS

   Section 1.01   Defined Terms..............................................8
   Section 1.02   Certain Interpretive Provisions...........................46

                              ARTICLE II.
      CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

   Section 2.01   Conveyance of Mortgage Loans..............................47
   Section 2.02   Acceptance by Trustee of the Mortgage Loans...............54
   Section 2.03   Representations, Warranties and Covenants of the
                  Master Servicer and the Sellers...........................60
   Section 2.04   Representations and Warranties of the Depositor...........78
   Section 2.05   Delivery of Opinion of Counsel in Connection with
                  Substitutions and Repurchases.............................79
   Section 2.06   Authentication and Delivery of Certificates...............80
   Section 2.07   Covenants of the Master Servicer..........................80

                              ARTICLE III.
             ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

   Section 3.01   Master Servicer to Service Mortgage Loans.................81
   Section 3.02   Subservicing; Enforcement of the Obligations of
                  Master Servicer...........................................82
   Section 3.03   Rights of the Depositor, the Sellers, the
                  Certificateholders, the NIM Insurer and the Trustee
                  in Respect of the Master Servicer.........................83
   Section 3.04   Trustee to Act as Master Servicer.........................84
   Section 3.05   Collection of Mortgage Loan Payments; Certificate
                  Account; Distribution Account; Pre-Funding Account;
                  Seller Shortfall Interest Requirement.....................84
   Section 3.06   Collection of Taxes, Assessments and Similar Items;
                  Escrow Accounts...........................................88
   Section 3.07   Access to Certain Documentation and Information
                  Regarding the Mortgage Loans..............................88
   Section 3.08   Permitted Withdrawals from the Certificate Account,
                  Distribution Account, Carryover Reserve Fund and the
                  Principal Reserve Fund....................................89
   Section 3.09   [Reserved]................................................91
   Section 3.10   Maintenance of Hazard Insurance...........................91
   Section 3.11   Enforcement of Due-On-Sale Clauses; Assumption
                  Agreements................................................92
   Section 3.12   Realization Upon Defaulted Mortgage Loans;
                  Determination of Excess Proceeds and Realized Losses;
                  Repurchase of Certain Mortgage Loans......................93
   Section 3.13   Co-Trustee to Cooperate; Release of Mortgage Files........97
   Section 3.14   Documents, Records and Funds in Possession of Master
                  Servicer to be Held for the Trustee.......................98


                                       i
<PAGE>


   Section 3.15   Servicing Compensation....................................99
   Section 3.16   Access to Certain Documentation...........................99
   Section 3.17   Annual Statement as to Compliance.........................99
   Section 3.18   Annual Independent Public Accountants' Servicing
                  Statement; Financial Statements..........................100
   Section 3.19   The Corridor Contracts...................................100
   Section 3.20   Prepayment Charges.......................................101

                              ARTICLE IV.
           DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

   Section 4.01   Advances; Remittance Reports.............................102
   Section 4.02   Reduction of Servicing Compensation in Connection
                  with Prepayment Interest Shortfalls......................103
   Section 4.03   [Reserved]...............................................104
   Section 4.04   Distributions............................................104
   Section 4.05   Monthly Statements to Certificateholders.................113
   Section 4.06   [Reserved]...............................................116
   Section 4.07   [Reserved]...............................................116
   Section 4.08   Carryover Reserve Fund...................................116
   Section 4.09   Credit Comeback Excess Account...........................117

                               ARTICLE V.
                            THE CERTIFICATES

   Section 5.01   The Certificates.........................................118
   Section 5.02   Certificate Register; Registration of Transfer and
                  Exchange of Certificates.................................119
   Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates........123
   Section 5.04   Persons Deemed Owners....................................123
   Section 5.05   Access to List of Certificateholders' Names and
                  Addresses................................................123
   Section 5.06   Book-Entry Certificates..................................124
   Section 5.07   Notices to Depository....................................125
   Section 5.08   Definitive Certificates..................................125
   Section 5.09   Maintenance of Office or Agency..........................125

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

   Section 6.01   Respective Liabilities of the Depositor, the Master
                  Servicer and the Sellers.................................126
   Section 6.02   Merger or Consolidation of the Depositor, the Master
                  Servicer or the Sellers..................................126
   Section 6.03   Limitation on Liability of the Depositor, the
                  Sellers, the Master Servicer, the NIM Insurer and
                  Others...................................................126
   Section 6.04   Limitation on Resignation of Master Servicer.............127
   Section 6.05   Errors and Omissions Insurance; Fidelity Bonds...........127


                                      ii
<PAGE>



                              ARTICLE VII.
                DEFAULT; TERMINATION OF MASTER SERVICER

   Section 7.01   Events of Default........................................128
   Section 7.02   Trustee to Act; Appointment of Successor.................130
   Section 7.03   Notification to Certificateholders.......................131

                             ARTICLE VIII.
               CONCERNING THE TRUSTEE AND THE CO-TRUSTEE

   Section 8.01   Duties of Trustee........................................131
   Section 8.02   Certain Matters Affecting the Trustee....................133
   Section 8.03   Trustee Not Liable for Mortgage Loans....................134
   Section 8.04   Trustee May Own Certificates.............................134
   Section 8.05   Master Servicer to Pay Trustee's Fees and Expenses.......134
   Section 8.06   Eligibility Requirements for Trustee.....................135
   Section 8.07   Resignation and Removal of Trustee.......................135
   Section 8.08   Successor Trustee........................................136
   Section 8.09   Merger or Consolidation of Trustee.......................137
   Section 8.10   Appointment of Co-Trustee or Separate Trustee............137
   Section 8.11   Tax Matters..............................................138
   Section 8.12   Co-Trustee...............................................141
   Section 8.13   Access to Records of the Trustee.........................143
   Section 8.14   Suits for Enforcement....................................144

                              ARTICLE IX.
                              TERMINATION

   Section 9.01   Termination upon Liquidation or Repurchase of all
                  Mortgage Loans...........................................144
   Section 9.02   Final Distribution on the Certificates...................145
   Section 9.03   Additional Termination Requirements......................146

                               ARTICLE X.
                        MISCELLANEOUS PROVISIONS

   Section 10.01  Amendment................................................147
   Section 10.02  Recordation of Agreement; Counterparts...................149
   Section 10.03  Governing Law............................................149
   Section 10.04  Intention of Parties.....................................149
   Section 10.05  Notices..................................................150
   Section 10.06  Severability of Provisions...............................151
   Section 10.07  Assignment...............................................151
   Section 10.08  Limitation on Rights of Certificateholders...............151
   Section 10.09  Inspection and Audit Rights..............................152
   Section 10.10  Certificates Nonassessable and Fully Paid................152
   Section 10.11  Rights of NIM Insurer....................................153


                                      iii
<PAGE>


Exhibits

   EXHIBIT A-1       Form of Class 1-A-1 Certificate
   EXHIBIT A-2       Form of Class 1-A-2 Certificate
   EXHIBIT A-3       Form of Class 2-A-1 Certificate
   EXHIBIT A-4       Form of Class 2-A-2 Certificate
   EXHIBIT A-5       Form of Class 2-A-3 Certificate
   EXHIBIT A-6       Form of Class 2-A-4 Certificate
   EXHIBIT A-7       Form of Class M-1 Certificate
   EXHIBIT A-8       Form of Class M-2 Certificate
   EXHIBIT A-9       Form of Class M-3 Certificate
   EXHIBIT A-10      Form of Class M-4 Certificate
   EXHIBIT A-11      Form of Class M-5 Certificate
   EXHIBIT A-12      Form of Class M-6 Certificate
   EXHIBIT A-13      Form of Class M-7 Certificate

   EXHIBIT 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 Initial 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-1       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 Contracts
   EXHIBIT Q-1       Form of Class 1-A Corridor Contract
   EXHIBIT Q-2       Form of Class 2-A Corridor Contract
   EXHIBIT Q-3       Form of Subordinate Corridor Contract
   EXHIBIT R         Form of Corridor Contract Administration Agreement
   EXHIBIT S         Form of Corridor Contract Assignment Agreement


                                      iv
<PAGE>


   EXHIBIT T         Officer's Certificate with respect to Prepayments
   SCHEDULE I        Prepayment Charge Schedule and Prepayment Charge Summary
SCHEDULE II.Collateral Schedule


                                       v
<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
"Seller"), PARK MONACO INC., a Delaware corporation, as a seller ("Park
Monaco" or a "Seller"), PARK SIENNA LLC, a Delaware limited liability company,
as a seller ("Park Sienna" or a "Seller", and together with CHL and Park
Monaco, the "Sellers"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited
partnership, as master servicer (the "Master Servicer"), THE BANK OF NEW YORK,
a New York banking corporation, as trustee (the "Trustee"), 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. The Trust Fund
(excluding the Credit Comeback Excess Account, the Carryover Reserve Fund, the
assets held in the Pre-Funding Account and the Trust Fund's rights with
respect to payments received under the Corridor Contracts) for federal income
tax purposes will consist of four REMICs ("REMIC 1," "REMIC 2," "REMIC 3" and
the "Master REMIC"). Each Certificate, other than the Class A-R Certificate,
will represent ownership of one or more regular interests in the Master REMIC
for purposes of the REMIC Provisions. The Class A-R Certificate represents
ownership of the sole class of residual interest in REMIC 1, REMIC 2, REMIC 3
and the Master REMIC. The Master REMIC will hold as assets the several classes
of uncertificated REMIC 3 Interests. Each REMIC 3 Interest (other than the
R-3-R Interest) is hereby designated as a regular interest in REMIC 3. REMIC 3
will hold as assets the several classes of REMIC 2 Interests (other than the
R-2-R Interest). Each REMIC 2 Interest (other than the R-2-R Interest) is
hereby designated as a regular interest in REMIC 2. REMIC 2 will hold as
assets the several classes of REMIC 1 Interests (other than the R-1-R
Interest). Each REMIC 1 Interest (other than the R-1-R Interest) is hereby
designated as a regular interest in REMIC 1. REMIC 1 will hold as assets all
property of the Trust Fund (excluding the Credit Comeback Excess Account, the
Carryover Reserve Fund, the assets held in the Pre-Funding Account and the
Trust Fund's rights with respect to payments received under the Corridor
Contracts). The latest possible maturity date of all REMIC regular interests
created in this Agreement shall be the Latest Possible Maturity Date.

<TABLE>
<CAPTION>

      REMIC 1:

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

                                                           Initial                 Pass-Through            Corresponding
REMIC 1 Interests                                          Balance                     Rate                Loan Group(s)
---------------------------------------------------   ----------------          ------------------    ------------------------
<S>                                                          <C>                        <C>                    <C>
R-1-1-I.......................                               (1)                        (5)                      1
R-1-1-S.......................                               (2)                        (6)                      1
R-1-2-I.......................                               (1)                        (5)                      2
R-1-2-S.......................                               (2)                        (6)                      2
R-1-X.........................                               (3)                        (7)                    1 and 2
R-1-R.........................                               (4)                        (4)                     N/A

</TABLE>




                                                               1
<PAGE>


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

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

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

(3)   This REMIC 1 Interest pays no principal.

(4)   The R-1-R Interest is the sole class of residual interest in REMIC 2. It
      has no principal balance and pays no principal or interest.

(5)   The interest rate for this REMIC 1 Interest with respect to any
      Distribution Date (and the related Accrual Period) through the
      Distribution Date in June 2005 is a per annum rate equal to the weighted
      average of the Adjusted Net Mortgage Rates of the Initial Mortgage Loans
      in the Corresponding Loan Group. For any Distribution Date (and the
      related Accrual Period) following the Distribution Date in June 2005,
      the interest rate for this REMIC 1 Interest is a per annum rate equal to
      the weighted average of the Adjusted Net Mortgage Rates of all the
      Mortgage Loans in the Corresponding Loan Group.

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

(7)   For any Distribution Date (and the related Accrual Period) through the
      Distribution Date in June 2005, this REMIC 1 Interest is entitled to all
      the interest payable with respect to the Subsequent Mortgage Loans in
      the Corresponding Loan Group (or Groups). For any Distribution Date (and
      the related Accrual Period) following the Distribution Date in June
      2005, the interest rate for this REMIC 1 Interest is a per annum rate
      equal to 0.00%.

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

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

      (2)   Principal. For any Distribution Date (and the related Accrual
Period) through the Distribution Date in June 2005, the Principal Distribution
Amount with respect to the Initial Mortgage Loans in a Loan Group shall be
allocated to its corresponding "I" REMIC 1 Interests, and the Principal
Distribution Amount with respect to the Subsequent Mortgage Loans in a Loan
Group shall be allocated to its corresponding "S" REMIC 1 Interests. For any
Distribution Date (and the related Accrual Period) after the Distribution Date
in June 2005, the Principal Distribution Amount with respect to all Mortgage
Loans in a Loan Group shall be allocated in proportion to its corresponding
REMIC 1 Interests.


                                      2
<PAGE>


<TABLE>
<CAPTION>

      REMIC 2:

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

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

</TABLE>

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

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

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

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

(4)   The R-2-P Interest is entitled to all Prepayment Charges collected with
      respect to the Mortgage Loans in Loan Group 1 and Loan Group 2. It pays
      no interest.

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

(6)   This REMIC 2 Interest pays no principal.

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


                                       3
<PAGE>


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

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

      (2)   Principal if no Cross-Over Situation Exists. If no Cross-Over
Situation exists, then the Principal Distribution Amounts with respect to each
Loan Group will be payable to the Loan Group's corresponding R-2-A, R-2-B,
R-2-C and R-2-D Interests so that the Interests equal, respectively, 0.9% of
the SCB, 0.1% of the SCB, 0.9% of the ASCB and 0.1% of the ASCB, of the Loan
Group, and then to the Loan Group's corresponding R-2-E Interest.

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

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

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

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

            (c)   The outstanding aggregate R-2-A and R-2-B Interests for the
Loan Groups will not be reduced below 1 percent of the excess of (i) the
aggregate outstanding Stated Principal Balances of all Loan Groups as of the
end of any Due Period over (ii) the Senior Certificates related to the Loan
Groups as of the related Distribution Date (after taking into account
distributions of principal on such Distribution Date).

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


                                       4
<PAGE>


Group making the payment, then the payment will be treated by REMIC 2 as a
reimbursement for prior Realized Losses.

If a Cross-Over Situation exists with respect to the R-2-C and R-2-D Interests
then:

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

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

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

            (f)   The outstanding aggregate R-2-C and R-2-D Interests for all
Loan Groups will not be reduced below 1 percent of the excess of (i) the
aggregate outstanding Stated Principal Balances of all Loan Groups as of the
end of any Due Period over (ii) the Senior Certificates related to the Loan
Groups as of the related Distribution Date (after taking into account
distributions of principal on such Distribution Date).

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

<TABLE>
<CAPTION>

      REMIC 3:

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


                                       5
<PAGE>


                                             Initial Principal             Pass-Through              Corresponding Class
           REMIC 3 Interests                      Balance                      Rate                    of Certificates
----------------------------         ------------------------------  ------------------------    ----------------------------
<S>                                                 <C>                        <C>                          <C>
R-3-1-A-1.....................                      (1)                        (2)                          1-A-1
R-3-1-A-2.....................                      (1)                        (2)                          1-A-2
R-3-2-A-1.....................                      (1)                        (3)                          1-A-1
R-3-2-A-2.....................                      (1)                        (3)                          1-A-2
R-3-2-A-3.....................                      (1)                        (3)                          1-A-1
R-3-2-A-4.....................                      (1)                        (3)                          1-A-2
R-3-M-1.......................                      (1)                        (4)                           M-1
R-3-M-2.......................                      (1)                        (4)                           M-2
R-3-M-3.......................                      (1)                        (4)                           M-3
R-3-M-4.......................                      (1)                        (4)                           M-4
R-3-M-5.......................                      (1)                        (4)                           M-5
R-3-M-6.......................                      (1)                        (4)                           M-6
R-3-M-7.......................                      (1)                        (4)                           M-7
R-3-P.........................                      $100                       (5)                            P
R-3-Accrual...................                      (1)                        (6)                           N/A
R-3-R.........................                      (7)                        (7)                           N/A
R-3-X.........................                      (8)                        (9)                           N/A

</TABLE>

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

(1)   This REMIC 3 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 R-3-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 R-3-Accrual Interest in such manner as to cause the principal
      balance of the R-3-Accrual Interest to have a principal balance equal to
      50% of the Loan Group 1 and Loan Group 2 principal balances plus (b) 50%
      of the Overcollateralized Amount for such Distribution Date..

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

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

(4)   The pass-through rate with respect to any Distribution Date (and the
      related Accrual Period) for this REMIC 3 Interest is a per annum rate
      equal to the Adjusted Subordinate Net Rate Cap. For federal income tax
      purposes the Adjusted Subordinate Net Rate Cap will equal the
      Calculation Rate with respect to the R-2-C and R-2-D Interests.

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

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

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


                                       6
<PAGE>


(8)   This REMIC 3 Interest pays no principal.

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

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

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

      (2) Principal. Principal Distribution Amounts shall be allocated among
the REMIC 3 Interests in the same manner that such items are allocated among
their corresponding Certificate Classes.

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

<TABLE>
<CAPTION>

                                                           Original Certificate
Class                                                       Principal Balance                   Pass-Through Rate
------------------------------------------        --------------------------------------    --------------------------
<S>                                                                  <C>                               <C>
Class 1-A-1......................                                    $344,288,000                      (1)
Class 1-A-2......................                                     $86,072,000                      (1)
Class 2-A-1......................                                    $259,184,000                      (1)
Class 2-A-2......................                                    $100,935,000                      (1)
Class 2-A-3......................                                    $126,927,000                      (1)
Class 2-A-4......................                                     $56,994,000                      (1)
Class M-1........................                                     $39,600,000                      (1)
Class M-2........................                                     $36,600,000                      (1)
Class M-3........................                                     $22,800,000                      (1)
Class M-4........................                                     $58,800,000                      (1)
Class M-5........................                                     $11,400,000                      (1)
Class M-6........................                                     $16,800,000                      (1)
Class M-7........................                                     $12,000,000                      (1)
Class C..........................                                             (2)                      (3)
Class P..........................                                            $100                      (4)
Class A-R........................                                            $100                      (5)

</TABLE>

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

(1)   The Certificates will accrue interest at the related Pass-Through Rates
      identified in this Agreement. For federal income tax purposes, the pass
      through rate in respect of (i) each of the Class 1-A will be subject to
      a cap equal to the Loan Group 1 Net Rate Cap, (ii) the Class 2-A
      Certificates will be subject to a cap equal to the Loan Group 2 Net Rate
      Cap, and (iii) the Class M Certificates will be subject to a cap equal
      to the Adjusted Subordinate Net Rate Cap. Any entitlement of any class
      of Certificates to Net Rate Carryover and any entitlement of the Class M
      Certificates to interest payments in excess of the Adjusted Subordinate
      Net Rate Cap, 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.

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


                                       7
<PAGE>


(3)   For each Interest Accrual Period the Class C Certificates are entitled
      to an amount (the "Class C Distributable Amount") equal to the sum of
      (a) the interest payable on the R-3-X Interests and (b) a specified
      portion of the interest on the REMIC 1 Group 1 and 2 Interests equal to
      the excess of the Loan Group 1/2 Net Rate Cap over the product of two
      and the weighted average interest rate of the REMIC 3 Regular Interests
      having an "A," "M" or "Accrual" designation in the column entitled
      "REMIC 3 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 Class subject to a cap
      of 0.00%. The Pass-Through Rate of the Class C Certificates shall be a
      rate sufficient to entitle it to all interest accrued on the REMIC 1
      Group 1 and Group 2 Interests less the interest accrued on the A or M
      interests issued by the Master REMIC . The Class C Distributable Amount
      for any Distribution Date is payable from current interest on the Group
      1 and Group 2 Mortgage Loans and any related OC Release Amount for that
      Distribution Date.

(4)   For each Distribution Date the Class P Certificates are entitled to all
      Prepayment Charges distributed with respect to the R-3-P 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 Sections 4.02(a)(1)(ii) and (iv)(y) hereunder,
(that is, its entitlement to $100 in the waterfall).

                                  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 Adjustable Rate 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 Adjustable Rate
Certificates will be made on the basis of the actual number of days elapsed in
the related Accrual Period and on a 360 day year. All calculations of interest
on the Class C Certificates will be made on the basis of a 360-day year
consisting of twelve 30-day months.

            Adjustable  Rate  Certificates:  The  Class  1-A,  Class  2-A  and
Subordinate Certificates.

            Adjustable Rate Mortgage Loans:  The Mortgage Loans  identified in
the Mortgage  Loan  Schedule as having a Mortgage  Rate which is adjustable in
accordance with the


                                      8
<PAGE>


terms of the related Mortgage Note (for the avoidance of doubt, excluding any
Credit Comeback Loans).

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

            Adjusted Subordinate Component Balance: With respect to any
Distribution Date and for each Loan Group, (i) the principal balance of such
Loan Group as of the first day of the related Due Period (after giving effect
to Principal Prepayments received in the Prepayment Period ending during such
Due Period) less (ii) the product of (a) the Overcollateralized Amount and
(b)(I) the principal balance of such Loan Group, divided by (II) the sum of
the principal balance of the Mortgage Loans, as of the first day of the
related Due Period, less (iii) the aggregate Certificate Principal Balance of
the related Classes of Senior Certificates in either case immediately prior to
such Distribution Date.

            Adjusted Subordinate Net Rate Cap: For each Distribution Date, the
weighted average of the Group 1 Net Rate Cap and Group 2 Net Rate Cap weighted
on the basis of the respective Adjusted Subordinate Component Balance of their
corresponding Loan Groups. For federal income tax purposes, the Adjusted
Subordinate Net Rate Cap will be the Calculation Rate in respect of the Class
C and Class D Interests in REMIC 2.

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

            Advance: The aggregate of the advances required to be made by the
Master Servicer with respect to any Distribution Date pursuant to Section
4.01, the amount of any such advances being equal to the aggregate of payments
of principal 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.


                                       9
<PAGE>


            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 or the Class 1-A-2 Certificates pursuant to this
Agreement, which shall equal (i) in the case of the Subordinate Certificates,
the amount, if any, by which the aggregate Certificate Principal Balance of
all 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, and (ii) in the case of the Class 1-A-2
Certificates, after the Certificate Principal Balances of the Subordinate
Certificates have been reduced to zero, the amount, if any, by which the
aggregate Certificate Principal Balance of the Class 1-A Certificates (after
all distributions of principal on such Distribution Date) exceeds the sum of
(x) the Stated Principal Balance of the Group 1 Mortgage Loans for such
Distribution Date and (y) the amount on deposit in the Pre-Funding Account in
respect of Loan Group 1, 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.

            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 Adjustable Rate 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 are authorized or obligated by law or executive order to be closed.

            Calculation Rate: For each Distribution Date, (a) in the case of
the Class A and Class B REMIC 2 Interests, the product of (i) 10 and (ii) the
weighted average rate of the outstanding Class A and Class B Interests,
treating each Class A Interest as capped at zero or reduced by a fixed
percentage of 100% of the interest accruing on such Class A Interest, and (b)
in the case of the Class C and Class D REMIC 2 Interests, the product of (i)
10 and (ii) the weighted average rate of the outstanding Class C and Class D
Interests, treating each Class C Interest as capped at zero or reduced by a
fixed percentage of 100% of the interest accruing on such Class C Interest.

            Calculation Rate: With respect to any Distribution Date, in the
case of the Class A and Class B Interests, the product of (i) 10 and (ii) the
weighted average rate of the outstanding


                                      10
<PAGE>


Class A and Class B Interests, treating each Class A Interest as capped at
zero or reduced by a fixed percentage of 100% of the interest accruing on such
Class.

            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 2005-2". 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-13, 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 2005-2". 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 the Class 1-A-2 Certificates or 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 the Class 1-A-2 Certificates or any
Subordinate Certificates, any Subsequent Recoveries allocated to such Class of
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.

            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


                                      11
<PAGE>


evidenced thereby shall not be taken into account in determining whether the
requisite amount of Voting Interests necessary to effect such consent has been
obtained; provided that if any such Person (including the Depositor) owns 100%
of the Voting Interests evidenced by a Class of Certificates, such
Certificates shall be deemed to be Outstanding for purposes of any provision
hereof (other than the second sentence of Section 10.01 hereof) that requires
the consent of the Holders of Certificates of a particular Class as a
condition to the taking of any action hereunder. The Trustee is entitled to
rely conclusively on a certification of the Depositor or any affiliate of the
Depositor in determining which Certificates are registered in the name of an
affiliate of the Depositor.

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

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

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

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

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

            Class 1-A-2 Certificate: Any Certificate designated as a "Class
1-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 1-A 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-1.

            Class 1-A Net Rate Cap: With respect to any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 1 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.

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

            Class 1-A Principal Distribution Target Amount: With respect to
any Distribution Date, the excess of (1) the aggregate Certificate Principal
Balance of the Class 1-A Certificates immediately prior to such Distribution
Date, over (2) the lesser of (x) 62.40% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 1 for such Distribution Date and


                                      12
<PAGE>


(y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
1 for such Distribution Date minus the OC Floor.

            Class 2-A Certificate: Any Class 2-A-1 Certificate, Class 2-A-2
Certificate, Class 2-A-3 Certificate or Class 2-A-4 Certificate.

            Class 2-A-1 Certificate: Any Certificate designated as a "Class
2-A-1 Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to distributions as set forth herein.

            Class 2-A-2 Certificate: Any Certificate designated as a "Class
2-A-2 Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to distributions as set forth herein.

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

            Class 2-A-4 Certificate: Any Certificate designated as a "Class
2-A-4 Certificate" on the face thereof, in the form of Exhibit A-6 hereto,
representing the right to distributions as set forth herein.

            Class 2-A 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-2.

            Class 2-A Net Rate Cap: With respect to any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 2 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.

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

            Class 2-A Principal Distribution Target Amount: With respect to
any Distribution Date, the excess of (1) the aggregate Certificate Principal
Balance of the Class 2-A Certificates immediately prior to such Distribution
Date, over (2) the lesser of (x) 62.40% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2 for such Distribution Date and
(y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
2 for such Distribution Date minus the OC Floor.

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


                                      13
<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-7 hereto,
representing the right to distributions as set forth herein.

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

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

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

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

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

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

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

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

            Closing Date:  March 30, 2005.

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

            Collateral Schedule:  Schedule II hereto.


                                      14
<PAGE>


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

            Confirmation: Any of the Confirmations dated March 21, 2005
evidencing a transaction between the Corridor Contract Counterparty and CHL
relating to the Corridor Contracts.

            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 Class 1-A  Corridor  Contract,  the Class
2-A Corridor Contract or the Subordinate Corridor Contract, as applicable.

            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.

            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 S.

            Corridor Contract  Counterparty:  Bear Stearns Financial  Products
Inc., and its successors.

            Corridor   Contract   Termination   Date:  With  respect  to  each
Corridor Contract, the Distribution Date in February 2011.

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

            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.

            Credit Comeback Excess Account: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section 4.08 in
the name of the Trustee for the benefit of the Certificateholders and
designated "The Bank of New York in trust for registered Holders of CWABS,
Inc., Asset-Backed Certificates, Series 2005-2". Funds in the Credit


                                      15
<PAGE>


Comeback Excess Account shall be held in trust for the Certificateholders for
the uses and purposes set forth in this Agreement.

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

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

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

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

            Cumulative Loss Trigger Event: With respect to a Distribution Date
on or after the Stepdown Date 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:

<TABLE>
<CAPTION>

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

               <S>                                             <C>
               April 2008--March 2009............              2.50% with respect to April 2008,
                                                               plus an additional 1/12th of 1.25%
                                                               for each month thereafter through
                                                               March 2009
               April 2009-- March 2010...........              3.75% with respect to April 2009,
                                                               plus an additional 1/12th of 0.75%
                                                               for each month thereafter through


                                                      16
<PAGE>


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

                                                               March 2010
               April 2010-- March 2011...........              4.50% with respect to April 2010,
                                                               plus an additional 1/12th of 0.25%
                                                               for each month thereafter through
                                                               March 2011
               April 2011 and thereafter........               4.75%

</TABLE>

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

            Cut-off Date: 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 hereof.

            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


                                      17
<PAGE>


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.

            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 38.00% 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.


                                      18
<PAGE>


            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 2005-2". Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this Agreement.

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

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


                                      19
<PAGE>


letter from each Rating Agency to the Trustee. Eligible Accounts may bear
interest, and may include, if otherwise qualified under this definition,
accounts maintained with the Trustee.

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

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

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

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

            Escrow Account:  As defined in Section 3.06 hereof.

            Event of Default:  As defined in Section 7.01 hereof.

            Excess Cashflow: With respect to any Distribution Date the sum of
(x) the amount remaining as set forth in Section 4.04(a)(iii)(h) and (y) the
amount remaining as set forth in Section 4.04(b)(1)(B)(viii) or 4.04(b)(2)(I),
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 and (ii) the Trustee Fee Rate.

            Extra Principal Distribution Amount: With respect to any
Distribution Date and any Loan Group, is the product of (a) the lesser of (1)
the Overcollateralization Deficiency Amount and (2) the Excess Cashflow
available for payment thereof and (b) a fraction, the numerator of which is
the Principal Remittance Amount for such Loan Group and the denominator of
which is the sum of the Principal Remittance Amounts for both Loan Groups.

            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.


                                      20
<PAGE>


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

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

            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 Adjustable Rate 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 Adjustable Rate Mortgage Loans.

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

            Group 1 Sequential Trigger Event: With respect to any Distribution
Date (i) prior to the Distribution Date in April 2008, if (x) the aggregate
amount of Realized Losses on the Mortgage Loans in Loan Group 1 from the
Cut-off Date for each such Mortgage Loan to (and including) the last day of
the related Due Period (reduced by the aggregate amount of any Subsequent
Recoveries related to the Mortgage Loans in Loan Group 1 received through the
last day of that Due Period) exceeds (y) 2.50% of the sum of the aggregate
Initial Cut-off Date Principal Balance of the Initial Mortgage Loans in Loan
Group 1 and the original Pre-Funded Amount in respect of Loan Group 1 or (ii)
on or after the Distribution Date in April 2008, if an Adjustable Rate Trigger
Event is in effect.

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

            Group 1 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 1 Mortgage Loans
on the Closing Date, which shall equal $44,292,497.65.

            Group 2 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 2 Mortgage Loans
on the Closing Date, which shall equal $66,049,706.46.

            Group Net Rate Cap: With respect to Loan Group 1, the Loan Group 1
Net Rate Cap and with respect to Loan Group 2, the Loan Group 2 Net Rate Cap.


                                      21
<PAGE>


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

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

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

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

            Initial  Cut-off  Date:  As defined in the  definition  of Cut-off
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  Adjustable  Mortgage Loan, the
Mortgage Rate in effect prior to the Initial Adjustment Date.

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

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

            Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
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.


                                      22
<PAGE>


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

            Interest Carry Forward Amount: With respect to each Class of
Adjustable Rate 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 Adjustable Rate Certificates, March 28, 2005. With respect to
any Accrual Period for the Adjustable Rate Certificates thereafter, the second
LIBOR Business Day preceding the commencement of such Accrual Period.

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

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

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

            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 hereof) 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


                                      23
<PAGE>


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.

            Loan Group:  Either of Loan Group 1 or Loan Group 2.

            Loan Group 1:  The Group 1 Mortgage Loans.

            Loan Group 2:  The Group 2 Mortgage Loans.

            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) hereof. 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.

<TABLE>
<CAPTION>

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

            ------------------------------------------------------------------------------------------------------
                              Class                              Margin (1)                    Margin (2)
            ------------------------------------------------------------------------------------------------------
            <S>                                                    <C>                           <C>
            Class 1-A-1........................                    0.190%                        0.380%
            ------------------------------------------------------------------------------------------------------
            Class 1-A-2........................                    0.240%                        0.480%
            ------------------------------------------------------------------------------------------------------
            Class 2-A-1........................                    0.090%                        0.180%
            ------------------------------------------------------------------------------------------------------
            Class 2-A-2........................                    0.130%                        0.260%
            ------------------------------------------------------------------------------------------------------
            Class 2-A-3........................                    0.200%                        0.400%
            ------------------------------------------------------------------------------------------------------
            Class 2-A-4........................                    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..........................                    0.710%                        1.065%
            ------------------------------------------------------------------------------------------------------
            Class M-5..........................                    0.760%                        1.140%
            ------------------------------------------------------------------------------------------------------
            Class M-6..........................                    1.350%                        2.025%
            ------------------------------------------------------------------------------------------------------
            Class M-7..........................                    1.800%                        2.700%
            ------------------------------------------------------------------------------------------------------

</TABLE>


                                                         24
<PAGE>


(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) hereof, 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) hereof.

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

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

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

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

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

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

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

            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 hereof.

            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.


                                      25
<PAGE>


            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 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) the Loan Group;

                  (iii) the Appraised Value;

                  (iv) the Initial Mortgage Rate;

                  (v) the maturity date;

                  (vi) the original principal balance;

                  (vii) the Cut-off Date Principal Balance;

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

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

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

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

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

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

                  (xiv) [Reserved];

                  (xv) [Reserved];

                  (xvi) the purpose of the Mortgage Loan;


                                      26
<PAGE>


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

                  (a) the frequency of each Adjustment Date;

                  (b)   the next Adjustment Date;

                  (c)   the Maximum Mortgage Rate;

                  (d)   the Minimum Mortgage Rate;

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

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

                  (g)   the Gross Margin;

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

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

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

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

            Mortgage Loans: Such of the Group 1 Mortgage Loans and Group 2
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.


                                      27
<PAGE>


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

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

            Mortgaged  Property:  The underlying  property securing a Mortgage
Loan.

            Mortgagor:  The obligors on a Mortgage Note.

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

            Net Rate Cap: (i) With respect to the Class 1-A Certificates, the
Class 1-A Net Rate Cap, (ii) with respect to the Class 2-A Certificates, the
Class 2-A Net Rate Cap and (iii) with respect to the Subordinate Certificates,
the Subordinate Net Rate Cap.

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


                                      28
<PAGE>


            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 original 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, 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
Adjustable Rate 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 Adjustable Rate Certificates shall equal 2.850% 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 Adjustable Rate 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 Adjustable Rate 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 hereof, 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 the last
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.


                                      29
<PAGE>


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

            OTS:  The Office of Thrift Supervision.

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

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

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

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

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

            Overcollateralization Target Amount: With respect to (a) each
Distribution Date prior to the Stepdown Date, an amount equal to 2.30% of the
sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage
Loans and the Pre-Funded Amount and (b) for any Distribution Date on or after
the Stepdown Date, 4.60% of the aggregate Stated Principal Balance of the
Mortgage Loans for the current Distribution Date, subject to a minimum amount
equal to the OC Floor; provided that if a Trigger Event is in effect on any
Distribution Date, the Overcollateralization Target Amount 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 sum of 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.


                                      30
<PAGE>


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

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

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

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

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

            Percentage Interest: With respect to any 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


                                      31
<PAGE>


            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) 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


                                      32
<PAGE>


at a price below the purchase price (the foregoing clause (B) not to apply to
investments in units of money market funds pursuant to clause (vii) above);
provided further that no amount beneficially owned by any REMIC (including,
without limitation, any amounts collected by the Master Servicer but not yet
deposited in the Certificate Account) may be invested in investments (other
than money market funds) treated as equity interests for Federal income tax
purposes, unless the Master Servicer shall receive an Opinion of Counsel, at
the expense of Master Servicer, to the effect that such investment will not
adversely affect the status of any such REMIC as a REMIC under the Code or
result in imposition of a tax on any such REMIC. Permitted Investments that
are subject to prepayment or call may not be purchased at a price in excess of
par.

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


                                      33
<PAGE>


            Pre-Funded Amount: The amount deposited in the Pre-Funding Account
on the Closing Date, which shall equal $110,342,304.11.

            Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 hereof 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 2005-2." 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.

            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


                                      34
<PAGE>


amendment shall be furnished by the Master Servicer to the Class P and Class C
Certificateholders and the NIM Insurer.

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

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

            Prepayment Period: As to any Distribution Date and related Due
Date, the period beginning with the opening of business on the sixteenth day
of the calendar month preceding the month in which such Distribution Date
occurs (or, with respect to the first Distribution Date, the period beginning
on March 1, 2005) and ending on the close of business on the fifteenth day of
the month in which such Distribution Date occurs.

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

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

            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.


                                      35
<PAGE>


            Principal Relocation Payment: A payment from any Loan Group to a
REMIC 1 Regular Interest other than a Regular Interest corresponding to that
Loan Group as provided in the Preliminary Statement. Principal Relocation
Payments shall be made of principal allocations comprising the Principal
Remittance Amount from a Loan Group and shall include a proportionate
allocation of Realized Losses from the Mortgage Loans of such Loan Group.

            Principal Remittance Amount: With respect to the Mortgage Loans in
each Loan Group and any Distribution Date, (a) the sum, without duplication,
of: (i) the scheduled principal collected with respect to the Mortgage Loans
during the related Due Period or advanced 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 Nonrecoverable Advances relating to principal and certain
expenses reimbursable pursuant to Section 6.03 hereof 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 hereof 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 2005-2". 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 18,
2005,  relating to the public  offering of the certain Classes of Certificates
offered thereby.

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

            PUD:  A Planned Unit Development.

            Purchase Price: With respect to any Mortgage Loan (x) required to
be (1) repurchased by a Seller or purchased by the Master Servicer, as
applicable, pursuant to Section 2.02, 2.03 or 3.12 hereof or (2) repurchased
by the Depositor pursuant to Section 2.04 hereof, or (y) that the Master
Servicer has a right to purchase pursuant to Section 3.12 hereof, an amount
equal to the sum of (i) 100% of the unpaid principal balance (or, if such
purchase or repurchase, as the case may be, is effected by the Master
Servicer, the Stated Principal Balance) of the Mortgage Loan as of the date of
such purchase, (ii) accrued interest thereon at the applicable Mortgage Rate
(or, if such purchase or repurchase, as the case may be, is effected by the
Master


                                      36
<PAGE>


Servicer, at the Net Mortgage Rate) from (a) the date through which interest
was last paid by the Mortgagor (or, if such purchase or repurchase, as the
case may be, is effected by the Master Servicer, the date through which
interest was last advanced and not reimbursed by the Master Servicer) to (b)
the Due Date in the month in which the Purchase Price is to be distributed to
Certificateholders and (iii) any costs, expenses and damages incurred by the
Trust Fund resulting from any violation of any predatory or abusive lending
law in connection with such Mortgage Loan.

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

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


                                      37
<PAGE>


one month in amounts approximately equal to the aggregate Certificate
Principal Balance of the Adjustable Rate 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.

            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
hereof.

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

            Replacement Mortgage Loan: A Mortgage Loan substituted by a Seller
for a Deleted Mortgage Loan which must, on the date of such substitution, as
confirmed in a Request for File Release, (i) have a Stated Principal Balance,
after deduction of the principal portion of the Scheduled Payment due in the
month of substitution, not in excess of, and not less than 90% of the Stated
Principal Balance of the Deleted Mortgage Loan; (ii) with respect to any Fixed
Rate Mortgage Loan, have a Mortgage Rate not less than or no more than 1% per
annum higher than the Mortgage Rate of the Deleted Mortgage Loan and, with
respect to any Adjustable Rate Mortgage Loan: (a) have a Maximum Mortgage Rate
no more than 1% per annum higher or lower than the Maximum Mortgage Rate of
the Deleted Mortgage Loan; (b) have a Minimum Mortgage Rate no more than 1%
per annum higher or lower than the Minimum Mortgage Rate of the Deleted
Mortgage Loan; (c) have the same Index and intervals between Adjustment Dates
as that of the Deleted Mortgage Loan; (d) have a Gross Margin not more than 1%
per annum higher or lower than that of the Deleted Mortgage Loan; and (e) have
an Initial Periodic Rate Cap and a Subsequent Periodic Rate Cap each not more
than 1% lower than that of the deleted Mortgage Loan; (iii) have the same or
higher credit quality characteristics than that of the Deleted Mortgage Loan;
(iv) be accruing interest at a rate not more than 1% per annum higher or lower
than that of the Deleted Mortgage Loan; (v) have a Loan-to-Value Ratio no
higher than that of the Deleted Mortgage Loan; (vi) have a remaining term to
maturity not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan; (vii) not permit conversion of


                                      38
<PAGE>


the Mortgage Rate from a fixed rate to a variable rate or vice versa; (viii)
provide for a Prepayment Charge on terms substantially similar to those of the
Prepayment Charge, if any, of the Deleted Mortgage Loan; (ix) have the same
occupancy type and lien priority as the Deleted Mortgage Loan; and (x) comply
with each representation and warranty set forth in Section 2.03 hereof as of
the date of substitution; provided, however, that notwithstanding the
foregoing, to the extent that compliance with clause (x) of this definition
would cause a proposed Replacement Mortgage Loan to fail to comply with one or
more of clauses (i), (ii), (iv), (viii) and/or (ix) of this definition, then
such proposed Replacement Mortgage Loan must comply with clause (x) and need
not comply with one or more of clauses (i), (ii), (iv), (viii) and/or (ix), to
the extent, and only to the extent, necessary to assure that the Replacement
Mortgage Loan otherwise complies with clause (x).

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

            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.

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

            Required Secondary 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.

            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) hereof.

            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,


                                      39
<PAGE>


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) hereof; 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

            (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 sum of the amount of Current Interest
and Interest Carry Forward Amount due and payable on the Adjustable Rate
Certificates for such Distribution Date, 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  1-A,  Class  2-A and  Class A-R
Certificates.

            Senior Principal Distribution Target Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal
Balance of the Class 1-A and Class 2-A Certificates immediately prior to such
Distribution Date, over (2) the lesser of (i) 62.40% of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date and (ii)


                                      40
<PAGE>


the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date minus the OC Floor.

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

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

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

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

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

            Sixty-Day Delinquency Rate: With respect to any Distribution Date
on or after the 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


                                      41
<PAGE>


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 hereof. The Stated Principal Balance of any
Mortgage Loan that becomes a Liquidated Mortgage Loan will be zero on each
date following the Due Period in which such Mortgage Loan becomes a Liquidated
Mortgage Loan. References herein to the Stated Principal Balance of the
Mortgage Loans at any time shall mean the aggregate Stated Principal Balance
of all Mortgage Loans in the Trust Fund as of such time, and references herein
to the Stated Principal Balance of a Loan Group at any time shall mean the
aggregate Stated Principal Balance of all Mortgage Loans in such Loan Group at
such time.

            Stepdown Date: The later to occur of (x) the Distribution Date in
April 2008 and (y) the first Distribution Date on which the aggregate
Certificate Principal Balance of the Senior Certificates (after calculating
anticipated distributions on such Distribution Date) is less than or equal to
62.40% of the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date.

            Stepdown Target Subordination Percentage: For any Class of
Certificates the respective percentages indicated in the following table:

                                                       Stepdown Target
                                                        Subordination
                                                          Percentage
                                                -----------------------------
               Class M-1....................               31.00%
               Class M-2....................               24.90%
               Class M-3....................               21.10%
               Class M-4....................               11.30%
               Class M-5....................                9.40%
               Class M-6....................                6.60%
               Class M-7....................                4.60%


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

            Subordinate Class Principal Distribution Amount: With respect to
any Class of Subordinate Certificates and Distribution Date will equal the
excess of: (1) the sum of: (a)the aggregate Certificate Principal Balance of
the Senior Certificates (after taking into account distribution of the Senior
Principal Distribution Target Amount for such Distribution Date), (b) the
aggregate Certificate Principal Balance of any Class(es) of Subordinate
Certificates that are senior to the subject class (in each case, after taking
into account distribution of the Subordinate Class Principal Distribution
Amount(s) for such senior class(es) of Certificates for such Distribution
Date), and (c) the Certificate Principal Balance of the subject class of
Subordinate Certificates immediately prior to such Distribution Date over (2)
the lesser of (a) the product of


                                      42
<PAGE>


(x) 100% minus the Stepdown Target Subordination Percentage for the subject
class of Certificates and (y) the aggregate Stated Principal Balance of the
Mortgage Loans in the Mortgage Pool for such Distribution Date and (b) the
aggregate Stated Principal Balance of the Mortgage Loans in the Mortgage Pool
for such Distribution Date minus the OC Floor; provided, however, that if such
class of Subordinate Certificates is the only class of Subordinate
Certificates outstanding on such Distribution Date, that class will be
entitled to receive the entire remaining Principal Distribution Amount until
the Certificate Principal Balance thereof is reduced to zero.

            Subordinate Component Balance: With respect to any Distribution
Date and for each Loan Group, the excess of the principal balance of such Loan
Group as of the first day of the related Due Period (after giving effect to
Principal Prepayments received in the Prepayment Period ending during such Due
Period) over the Certificate Principal Balance of the related Classes of
Senior Certificates in either case immediately prior to such Distribution
Date.

            Subordinate 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-3.

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

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

            Subsequent 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.


                                      43
<PAGE>


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

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

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

            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) hereof.

            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) hereof and (ii) the amount on deposit in
the Pre-Funding Account.

            Subservicer:  As defined in Section 3.02(a) hereof.

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

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

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


                                      44
<PAGE>


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.

            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 hereof.

            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) hereof.

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

            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)
hereof; (ii) the Certificate Account, the Distribution Account, the Principal
Reserve Fund, the Carryover Reserve Fund, the Credit Comeback Excess Account,
the Pre-Funding Account and all amounts deposited therein pursuant to the
applicable provisions of this Agreement; (iii) the rights to receive certain
proceeds of the Corridor Contracts 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.


                                      45
<PAGE>


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

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

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

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

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

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

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

            Unpaid Realized Loss Amount: For the Class 1-A-2 Certificates or
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) hereof.

            Voting Rights: The portion of the voting rights of all the
Certificates that is 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


                                      46
<PAGE>


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

                                  ARTICLE II.
                         CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

            Section 2.01      Conveyance of Mortgage Loans.

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

            Immediately upon the conveyance of the Initial Mortgage Loans
referred to in the preceding paragraph, the Depositor 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 each 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) hereof and the
terms and conditions of this Agreement, each Seller sells, transfers, assigns,
sets over and otherwise conveys to the


                                      47
<PAGE>


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

            Immediately upon the conveyance of the Subsequent Mortgage Loans
referred to in the preceding paragraph, the Depositor sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit of the
Certificateholders, 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)
hereof.

            (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) hereof;

                  (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


                                      48
<PAGE>


      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)
      hereof 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;

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

<TABLE>
<CAPTION>

         Loan Group 1
                                                                                        Permitted Variance
         Characteristic                                                                      or Range
         -------------------------                                                -------------------------------
         <S>                                                     <C>                         <C>
         Average Stated Principal Balance........                $166,825                     10.00%
         Weighted Average Mortgage Rate..........                   7.424%                     0.10%
         Weighted Average Original Loan-to-                         70.47%                     3.00%
         Value Ratio.............................
         Weighted Average Remaining Term to                           357                    3 months
         Maturity................................
         Weighted Average Credit Bureau Risk                          596                    5 points
         Score...................................

         Loan Group 2
                                                                                        Permitted Variance
         Characteristic                                                                      or Range
         -------------------------                                                -------------------------------
         Average Stated Principal Balance........                $181,567                     10.00%
         Weighted Average Mortgage Rate..........                   7.814%                     0.10%
         Weighted Average Original Loan-to-                         72.91%                     3.00%
         Value Ratio.............................
         Weighted Average Remaining Term to                           356                    3 months
         Maturity................................
         Weighted Average Credit Bureau Risk                          591                    5 points
         Score...................................

</TABLE>


                                      49
<PAGE>


                  (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) hereof.

            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)(1) and (e)(9) hereof, (2) delivery to the
Trustee by CHL (on behalf of each Seller) of a Loan Number and Borrower
Identification Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans
conveyed on such Subsequent Transfer Date and the Loan Group into which each
Subsequent Mortgage Loan was conveyed, (3) deposit in the Certificate Account
by the Master Servicer on behalf of the Sellers of the applicable Subsequent
Certificate Account Deposit, and (4) delivery to the Trustee by the Depositor
of an Officer's Certificate confirming the satisfaction of each of the
conditions precedent set forth in this Section 2.01(f), the Trustee shall pay
the applicable Seller the Subsequent Transfer Date Transfer Amount from such
funds that were set aside in the Pre-Funding Account pursuant to Section
2.01(d) hereof. 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) hereof.

            (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


                                      50
<PAGE>


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;

                  (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 2005-2, 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


                                      51
<PAGE>


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 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 hereof. 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


                                      52
<PAGE>


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 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


                                      53
<PAGE>


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 hereof, 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
hereof or in Section 2.03 hereof 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 hereof, 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.

            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)
hereof 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) hereof 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) hereof) and


                                      54
<PAGE>


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 (xvii) 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.

            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 hereof;


                                      55
<PAGE>


                  (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 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 hereof, 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


                                      56
<PAGE>


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) hereof, 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) hereof 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) hereof, 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) hereof) 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
(xvii) 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,


                                      57
<PAGE>


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 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 hereof;

                  (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


                                      58
<PAGE>


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

            The 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) hereof, 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.


                                      59
<PAGE>


            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
      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


                                      60
<PAGE>


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

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

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

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


                                      61
<PAGE>


      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, 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.


                                      62
<PAGE>


                  (6) No consent, approval, authorization or order of any
      court or governmental agency or body is required for the execution,
      delivery and performance by 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 had a Loan-to-Value Ratio at
      origination in excess of 100.00%.

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

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

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

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

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


                                      63
<PAGE>


                  (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, 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


                                      64
<PAGE>


      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.

                  (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.


                                      65
<PAGE>


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

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

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

                  (32) No less than approximately the percentage specified in
      the Collateral Schedule of the Initial Mortgage Loans in Loan Group 1
      and Loan Group 2 are secured by single family detached dwellings. No
      more than approximately the percentage specified in the Collateral
      Schedule of the Initial Mortgage Loans in Loan Group 1 and Loan Group 2
      are secured by two- to four-family dwellings. No more than approximately
      the percentage specified in the Collateral Schedule of the Initial
      Mortgage Loans in Loan Group 1 and Loan Group 2 are secured by low-rise
      condominium units. No more than approximately the percentage specified
      in the Collateral Schedule of the Initial Mortgage Loans in Loan Group 1
      and Loan Group 2 are secured by high-rise condominium units. No more
      than approximately the percentage specified in the Collateral Schedule
      of the Initial Mortgage Loans in Loan Group 1 and Loan Group 2 are
      secured by manufactured housing. No more than approximately the
      percentage specified in the Collateral Schedule of the Initial Mortgage
      Loans in Loan Group 1 and Loan Group 2 are secured by PUDs.

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

                  (34) Each Initial Mortgage Loan that is an Adjustable Rate
      Mortgage Loan, other than a Two-Year Hybrid Mortgage Loan 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 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 in Loan Group 1 and
      Loan Group 2 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 in
      Loan Group 1 and Loan Group 2, respectively, are secured by investor
      properties, and no less than approximately the percentage specified in
      the Collateral Schedule of the Initial Mortgage Loans in Loan Group 1
      and Loan Group 2, respectively, are secured by owner-occupied Mortgaged
      Properties that are primary residences.


                                      66
<PAGE>


                  (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 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.


                                      67
<PAGE>


                  (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.

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

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

                  (49) The Mortgage Loans were selected from among the
      outstanding one- to four-family mortgage loans in the applicable
      Seller's portfolio at the Closing Date


                                      68
<PAGE>


      as to which the representations and warranties made as to the Mortgage
      Loans set forth in this Section 2.03(b) and Section 2.03(c) hereof can
      be made. No selection was made in a manner that would adversely affect
      the interests of Certificateholders.

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

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

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

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

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

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

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

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


                                      69
<PAGE>


      or sold the Mortgage  Loan to, any of them,  or any  servicing  agent of
      any of the foregoing;

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

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

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

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

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

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

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

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


                                      70
<PAGE>


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

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

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

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

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

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

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

                  (73) No Mortgage Loan in the Trust Fund is a High Cost Loan
      or Covered Loan, as applicable (as such terms are defined in the then
      current Standard & Poor's LEVELS(R) Glossary which is now Version 5.6
      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;

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

                  (75) No Mortgage Loan in the Trust Fund is a "high cost
      home," "covered" (excluding home loans defined as "covered home loans"
      in the New Jersey


                                      71
<PAGE>


      Home Ownership Security Act of 2002 that were originated between
      November 26, 2003 and July 7, 2004), "high risk home" or "predatory"
      loan under any applicable state, federal or local law (or a similarly
      classified loan using different terminology under a law imposing
      heightened regulatory scrutiny or additional legal liability for
      residential mortgage loans having high interest rates, points and/or
      fees).

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

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

                  (i) No Mortgage Loan in Loan Group 1 is covered by HOEPA;

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

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

                  (iv) With respect to (a) any Mortgage Loan in Loan Group 1
            originated by CHL from August 1, 2004 through April 30, 2005 and
            (b) any Mortgage Loan in Loan Group 1 originated by any other
            entity through April 30, 2005, if the related Mortgage or the
            related Mortgage Note, or any document relating to the loan
            transaction, contains a mandatory arbitration clause (that is, a
            clause that requires the borrower to submit to arbitration to
            resolve any dispute arising out of or relating in any way to the
            mortgage loan transaction), CHL will (i) notify the related
            borrower in writing within 60 days after the issuance of the
            Certificates that none of the related seller, the related servicer
            or any subsequent party that acquires an interest in the loan or
            services such Mortgage Loan will enforce such arbitration clause
            against the borrower, but that the borrower will continue to have
            the right to submit a dispute to arbitration and (ii) place a copy
            of such notice in the Mortgage File.

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


                                      72
<PAGE>


            (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 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


                                      73
<PAGE>


      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 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


                                      74
<PAGE>


      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.

                  (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


                                      75
<PAGE>


      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) hereof
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) hereof 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 representation and warranty is inaccurate
and such inaccuracy materially and adversely affects the value of the related
Mortgage Loan, notwithstanding the Representing Party's lack of knowledge with
respect to the substance of such representation or warranty, such inaccuracy
shall be deemed a breach of the applicable representation or warranty. Any
breach of a representation set forth in Section 2.03(a)(8), (b)(72), (b)(75),
(b)(76) or (b)(77) shall be deemed to materially and adversely affect the
Certificateholders.

            With respect to any Replacement Mortgage Loan or Loans, the
applicable Seller delivering such Replacement Mortgage Loan shall deliver to
the Trustee for the benefit of the Certificateholders the related Mortgage
Note, Mortgage and assignment of the Mortgage, and such other documents and
agreements as are required by Section 2.01 hereof, with the Mortgage Note
endorsed and the Mortgage assigned as required by Section 2.01 hereof. 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


                                      76
<PAGE>


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) hereof
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.

            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 hereof 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 hereof, 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


                                      77
<PAGE>


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 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.


                                      78
<PAGE>


                  (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 the Mortgage Loans that with respect to each such Mortgage Loan as
of the Closing Date or the related Subsequent Transfer Date, as applicable,
following the transfer of such Mortgage Loan to it by the Sellers, the
Depositor had good title to such Mortgage Loan 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, with respect to any Mortgage Loan 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, with
respect to any Mortgage Loan 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)
hereof.

            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 hereof 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 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


                                      79
<PAGE>


shall be repurchased or the substitution therefor shall occur (subject to
compliance with Sections 2.02, 2.03 or 2.04 hereof) 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) hereof 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 hereof. 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 hereof.

            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.

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.


                                      80
<PAGE>


                                 ARTICLE III.
                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            Section 3.01      Master Servicer to Service Mortgage Loans.

            For and on behalf of the Certificateholders, the Master Servicer
shall service and administer the Mortgage Loans in accordance with customary
and usual standards of practice of prudent mortgage loan lenders in the
respective states in which the Mortgaged Properties are located, including
taking all required and appropriate actions under each Required Insurance
Policy. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.02 hereof, subject to the terms hereof
(i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but only in the manner provided in this
Agreement), (iii) to collect any Insurance Proceeds, other Liquidation
Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b)
hereof, 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 or (ii) result in the imposition of any tax under
Section 860(a) or 860(d) of the Code, but in any case the Master Servicer
shall not act in any manner that is a lesser standard than that provided in
the first sentence of this Section 3.01. Without limiting the generality of
the foregoing, the Master Servicer, in its own name or in the name of the
Depositor and the Trustee, is hereby authorized and empowered by the Depositor
and the Trustee, when the Master Servicer believes it appropriate in its
reasonable judgment, to execute and deliver, on behalf of the Trustee, the
Depositor, the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and
all other comparable instruments, with respect to the Mortgage Loans, and with
respect to the Mortgaged Properties held for the benefit of the
Certificateholders. The Master Servicer shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery
by any or all of them as are necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans. Upon receipt of such
documents, the Depositor and/or the Trustee shall execute such documents and
deliver them to the Master Servicer. The Master Servicer further is authorized
and empowered by the Trustee, on behalf of the Certificateholders and the
Trustee, in its own name or in the name of the Subservicer, when the Master
Servicer or the Subservicer, as the case may be, believes it appropriate in
its best judgment to register any Mortgage Loan on the MERS(R) System, or
cause the removal from the registration of any Mortgage Loan on the MERS(R)
System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording
of a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns.


                                      81
<PAGE>


            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 hereof, and
further as provided in Section 3.08 hereof. All costs incurred by the Master
Servicer, if any, in effecting the timely payments of taxes and assessments on
the Mortgaged Properties and related insurance premiums shall not, for the
purpose of calculating monthly distributions to the Certificateholders, be
added to the Stated Principal Balance under the related Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans so permit.

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

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

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


                                      82
<PAGE>


delivery of such instruments. The Master Servicer, with the written consent of
the NIM Insurer (which consent shall not be unreasonably withheld) shall be
entitled to terminate any Subservicing Agreement and the rights and
obligations of any Subservicer pursuant to any Subservicing Agreement in
accordance with the terms and conditions of such Subservicing Agreement.
Notwithstanding the provisions of any subservicing agreement, any of the
provisions of this Agreement relating to agreements or arrangements between
the Master Servicer or a subservicer or reference to actions taken through a
Master Servicer or otherwise, the Master Servicer shall remain obligated and
liable to the Depositor, the Trustee and the Certificateholders for the
servicing and administration of the Mortgage Loans in accordance with the
provisions of this Agreement without diminution of such obligation or
liability by virtue of such subservicing agreements or arrangements or by
virtue of indemnification from the subservicer and to the same extent and
under the same terms and conditions as if the Master Servicer alone were
servicing and administering the Mortgage Loans. Every subservicing agreement
entered into by the Master Servicer shall contain a provision giving the
successor Master Servicer the option to terminate such agreement without cost
in the event a successor Master Servicer is appointed. All actions of each
subservicer performed pursuant to the related subservicing agreement shall be
performed as an agent of the Master Servicer with the same force and effect as
if performed directly by the Master Servicer.

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

            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


                                      83
<PAGE>


be, shall use its reasonable best efforts to assure the confidentiality of any
such disseminated non-public information. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer under this
Agreement and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Master Servicer under this Agreement
or exercise the rights of the Master Servicer under this Agreement; provided
by virtue of such performance by the Depositor of its designee. The Depositor
shall not have any responsibility or liability for any action or failure to
act by the Master Servicer and is not obligated to supervise the performance
of the Master Servicer under this Agreement or otherwise.

            Section 3.04      Trustee to Act as Master Servicer.

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


                                      84
<PAGE>


or, subject to Section 3.20 hereof, any Prepayment Charge or penalty interest
in connection with the prepayment of a Mortgage Loan and (ii) extend the due
dates for payments due on a Mortgage Note for a period not greater than 270
days. In the event of any such arrangement, the Master Servicer shall make
Advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements. In addition, the NIM
Insurer's prior written consent shall be required for any waiver of Prepayment
Charges or for the extension of the due dates for payments due on a Mortgage
Note, if the aggregate number of outstanding Mortgage Loans that have been
granted such waivers or extensions exceeds 5% of the aggregate number of
Initial Mortgage Loans and Subsequent Mortgage Loans. The Master Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or
otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing the provision
of the Mortgage or other instrument pursuant to which such payment is required
is prohibited by applicable law.

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


                                      85
<PAGE>


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

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

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

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

            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) hereof; and

                  (2) any amount required to be deposited by the Master
      Servicer pursuant to Section 3.05(e) hereof 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 hereof. In no
event shall the Trustee incur liability for withdrawals from the Distribution
Account at the direction of the Master Servicer.


                                      86
<PAGE>


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

            (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


                                      87
<PAGE>


8.02(a)(4) hereof, at the request of the Holders of Certificates representing
more than 50% of the Voting Rights or the NIM Insurer, shall take any action
appropriate to enforce payment or performance, including the institution and
prosecution of appropriate proceedings.

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

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

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


                                      88
<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 hereof,
            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 hereof;

                  (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
            hereof;

                  (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 hereof, 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


                                      89
<PAGE>


            hereof; provided that such amount shall only be withdrawn
            following the withdrawal from the Certificate Account for deposit
            into the Distribution Account pursuant to the following paragraph;

                  (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 for each Loan Group, and the Trustee shall
deposit such amount in the Distribution Account.

            The Trustee shall establish and maintain, on behalf of the
Certificateholders, a Principal Reserve Fund in the name of the Trustee. On
the Closing Date, CHL shall deposit into 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 April 2005 Distribution Date, the
Trustee shall transfer $100.00 from the Principal Reserve Fund to the
Distribution Account and shall distribute such amount to the Class A-R
Certificates on such Distribution Date.

            On the Business Day before the Class P Principal Distribution
Date, the Trustee shall transfer $100.00 from the Principal Reserve Fund to
the Distribution Account 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.


                                      90
<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 hereof). 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 hereof 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 clear and terminate the Distribution Account upon
            termination of the Agreement pursuant to Section 9.01 hereof.

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

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

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

            Section 3.09      [Reserved].

            Section 3.10      Maintenance of Hazard Insurance.

            The Master Servicer shall cause to be maintained, for each
Mortgage Loan, hazard insurance with extended coverage in an amount that is at
least equal to the lesser of (i) the maximum insurable value of the
improvements securing such Mortgage Loan and (ii) the greater


                                      91
<PAGE>


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 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) hereof, 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


                                      92
<PAGE>


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) hereof, 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.

            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


                                      93
<PAGE>


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 hereof 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, 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


                                      94
<PAGE>


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 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


                                      95
<PAGE>


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 hereof 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) hereof
or this Section 3.12; second, to reimburse the Master Servicer for any
unreimbursed Advances, pursuant to Section 3.08(a)(ii) hereof or this Section
3.12; third, to accrued and unpaid interest (to the extent no Advance has been
made for such amount) on the Mortgage Loan or related REO Property, at the Net
Mortgage Rate to the Due Date occurring in the month in which such amounts are
required to be distributed; and fourth, as a recovery of principal of the
Mortgage Loan.

            (c) [Reserved].

            (d) The Master Servicer, in its sole discretion, shall have the
right to elect (by written notice sent to the Trustee) to purchase for its own
account from the Trust Fund any Mortgage Loan that is 150 days or more
delinquent at a price equal to the Purchase Price; provided, however, that the
Master Servicer may only exercise this right on or before the last day


                                      96
<PAGE>


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 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


                                      97
<PAGE>


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 hereof), or any funds that otherwise are or may become
due or payable to the Trustee for the benefit of the Certificateholders, to
any claim, lien, security interest, judgment, levy, writ of attachment or
other encumbrance, or assert by legal action or otherwise any claim or right
of set off against any Mortgage File or any funds collected on, or in
connection with, a Mortgage Loan, except, however, that the Master Servicer
shall be entitled to set off against and deduct from any such funds any
amounts that are properly due and payable to the Master Servicer under this
Agreement.


                                      98
<PAGE>


            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 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


                                      99
<PAGE>


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 Contracts.

            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 transactions evidenced by the
Corridor Contracts to, and shall cause all of its obligations in respect of
such transactions to be assumed by, the Corridor Contract Administrator on the
terms and conditions set forth in the Corridor Contract Assignment Agreement.
The Trustee's rights to receive certain proceeds of the Corridor Contracts 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 any Corridor
Contract unto the Carryover Reserve Fund. The Master Servicer shall deposit
any amounts received on behalf of the Trustee from time to time with respect
to any 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 Class(es) of
Certificates related to each Corridor Contract after all distributions on such
Distribution Date.

            The Trustee shall direct the Corridor Contract Administrator to
terminate a Corridor Contract, in each case 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 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


                                      100
<PAGE>


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

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

            (c) CHL represents and warrants to the Depositor and the Trustee,
as of the Closing Date and each Subsequent Transfer Date, that the information
in the Prepayment Charge Schedule (including the attached prepayment charge
summary) is complete and accurate in all material respects at the dates as of
which the information is furnished and each Prepayment Charge is permissible
and enforceable in accordance with its terms under applicable state law,
except as the enforceability thereof is limited due to acceleration in
connection with a foreclosure or other involuntary payment.

            (d) Upon discovery by the Master Servicer or a Responsible Officer
of the Trustee of a breach of the foregoing clause (c) that materially and
adversely affects right of the Holders of the Class P Certificates to any
Prepayment Charge, the party discovering the breach


                                      101
<PAGE>


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 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 hereof.
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


                                      102
<PAGE>


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
hereof and (ii) subject to the limitations set forth in Section 3.04 hereof,
assume all of the rights and obligations of the Master Servicer hereunder.

            (e) The Master Servicer shall, not later than the close of
business on the second Business Day immediately preceding each Distribution
Date, deliver to the Trustee a report (in form and substance reasonably
satisfactory to the Trustee) that indicates (i) the Mortgage Loans with
respect to which the Master Servicer has determined that the related Scheduled
Payments should be advanced and (ii) the amount of the related Scheduled
Payments. The Master Servicer shall deliver to the Trustee on the related
Master Servicer Advance Date an Officer's Certificate of a Servicing Officer
indicating the amount of any proposed Advance determined by the Master
Servicer to be a Nonrecoverable Advance.

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

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


                                      103
<PAGE>


            Section 4.03       [Reserved].

            Section 4.04      Distributions.

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

                  (i) concurrently:

                        (1) from Interest Funds for Loan Group 1, concurrently
                  to each Class of Class 1-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) from Interest Funds for Loan Group 2, concurrently
                  to each Class of Class 2-A Certificates, the Current
                  Interest and Interest Carry Forward Amount for each such
                  Class and such Distribution Date, pro rata, based on their
                  respective entitlements, and

                  (ii) from the remaining Interest Funds for both Loan Groups
            to each Class of Senior Certificates, any remaining Current
            Interest and Interest Carry Forward Amount not paid pursuant to
            clauses (a)(i)(1) and (a)(i)(2) of this Section 4.04, pro rata,
            based on the Certificate Principal Balances thereof, to the extent
            needed to pay any Current Interest and Interest Carry Forward
            Amount for each such Class; provided that Interest Funds remaining
            after such allocation to pay any Current Interest and Interest
            Carry Forward Amount based on the Certificate Principal Balances
            of the Certificates will be distributed to each Class of Senior
            Certificates with respect to which there remains any unpaid
            Current Interest and Interest Carry Forward Amount (after the
            distribution based on Certificate Principal Balances), pro rata,
            based on the amount of such remaining unpaid Current Interest and
            Interest Carry Forward Amount,

                  (iii) from the remaining Interest Funds for both Loan Groups
            in the following order of priority:

                        (a) to the Class M-1 Certificates, the Current
                  Interest for such Class,

                        (b) to the Class M-2 Certificates, the Current
                  Interest for such Class,

                        (c) to the Class M-3 Certificates, the Current
                  Interest for such Class and such Distribution Date,

                        (d) to the Class M-4 Certificates, the Current
                  Interest for such Class,


                                      104
<PAGE>


                        (e) to the Class M-5 Certificates, the Current
                  Interest for such Class,

                        (f) to the Class M-6 Certificates, the Current
                  Interest for such Class,

                        (g) to the Class M-7 Certificates, the Current
                  Interest for such Class, and

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

            (b) On each Distribution Date, the Principal Distribution Amounts
for such Distribution Date with respect to the Loan Groups 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) concurrently:

                  (i) from the Principal Distribution Amount for Loan Group 1,
            sequentially:

                        (a) to the Class A-R Certificates, until the
                  Certificate Principal Balance of each such Class is reduced
                  to zero,

                        (b) to each Class of Class 1-A Certificates, in the
                  order and priorities described in Section 4.04(c) below,
                  until the Certificate Principal Balances thereof are reduced
                  to zero, and

                        (c) from any remaining Principal Distribution Amount
                  for Loan Group 1, to each Class of Class 2-A Certificates
                  (after the distribution of the Principal Distribution Amount
                  from Loan Group 2 as provided in clause (b)(1)(A)(ii)(a)
                  below), in the order and priorities described in Section
                  4.04(c) below, until the Certificate Principal Balances
                  thereof are reduced to zero,

                  (ii) from the Principal Distribution Amount for Loan Group
            2, sequentially:

                        (a) to each Class of Class 2-A Certificates, in the
                  order and priorities described in Section 4.04(c) below,
                  until the Certificate Principal Balances thereof are reduced
                  to zero, and

                        (b) from any remaining Principal Distribution Amount
                  for Loan Group 2, to each Class of Class 1-A Certificates
                  (after the distribution of the Principal Distribution Amount
                  from Loan Group 1 as provided in clauses (b)(1)(A)(i)(a) and
                  (b)(1)(A)(i)(b) above), in the order


                                      105
<PAGE>


                  and priorities  described in Section  4.04(c)  below,  until
                  the Certificate  Principal  Balances  thereof are reduced to
                  zero,

                  (B) from the remaining Principal Distribution Amounts for
            both Loan Groups, sequentially:

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

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

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

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

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

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

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

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

                  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 Amounts for both Loan Groups, sequentially:

                  (C) in an amount up to the Senior Principal Distribution
            Target Amount, pro rata based on the related Senior Principal
            Distribution Allocation Amount for each such Class of
            Certificates, concurrently, to (I) the Class 1-A Certificates in
            an amount up to the Class 1-A Principal Distribution Amount in the
            order and priorities described in Section 4.04(c) below, until the
            Certificate Principal Balances thereof are reduced to zero and
            (II) the Class 2-A Certificates in an amount up to the Class 2-A
            Principal Distribution Amount in the order and priorities
            described in Section 4.04(c) below, until the Certificate
            Principal Balances thereof are reduced to zero; provided, however,
            that any remaining unpaid Senior Principal Distribution Target
            Amount will be distributed to the remaining Senior Certificates in
            the order and priorities set forth in clause (3) or (4) below, as
            the case may be,


                                      106
<PAGE>


                  (D) to the Class M-1 Certificates, the Subordinate Class
            Principal Distribution Amount for such Class, until the
            Certificate Principal Balance thereof is reduced to zero,

                  (E) to the Class M-2 Certificates, the Subordinate Class
            Principal Distribution Amount for such Class, until the
            Certificate Principal Balance thereof is reduced to zero,

                  (F) to the Class M-3 Certificates, the Subordinate Class
            Principal Distribution Amount for such Class, until the
            Certificate Principal Balance thereof is reduced to zero,

                  (G) to the Class M-4 Certificates, the Subordinate Class
            Principal Distribution Amount for such Class, until the
            Certificate Principal Balance thereof is reduced to zero,

                  (H) to the Class M-5 Certificates, the Subordinate Class
            Principal Distribution Amount for such Class, until the
            Certificate Principal Balance thereof is reduced to zero,

                  (I) to the Class M-6 Certificates, the Subordinate Class
            Principal Distribution Amount for such Class, until the
            Certificate Principal Balance thereof is reduced to zero,

                  (J) to the Class M-7 Certificates, the Subordinate Class
            Principal Distribution Amount for such Class, until the
            Certificate Principal Balance thereof is reduced to zero, and

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

            Notwithstanding the foregoing priority of distributions,
distributions made to the Class 1-A and Class 2-A Certificates pursuant to
clause (b)(2)(A) shall be deemed to have been made from collections in respect
of Loan Group 1 and Loan Group 2, respectively.

            (c) On each Distribution Date on which any principal amounts are
to be distributed to the Class 1-A Certificates, such amounts will be
distributed concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates, pro
rata, based on the Certificate Principal Balances thereof, in each case until
the Certificate Principal Balance thereof is reduced to zero; provided,
however, if a Group 1 Sequential Trigger Event is in effect, then principal
will be distributed to the Class 1-A-1 and Class 1-A-2 Certificates,
sequentially, in that order, in each case until the Certificate Principal
Balance thereof is reduced to zero.

            On each Distribution Date on which any principal amounts are to be
distributed to the Class 2-A Certificates, such amounts will be distributed
sequentially, to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4
Certificates, in that order, in each case until the Certificate Principal
Balance thereof is reduced to zero.


                                      107
<PAGE>


            Notwithstanding the foregoing order of priority, on any
Distribution Date on which (x) the aggregate Certificate Principal Balance of
the Senior Certificates is greater than the sum of the aggregate Stated
Principal Balance of the Mortgage Loans in the Mortgage Pool and any amount on
deposit in the Pre-Funding Account and (y) the aggregate Certificate Principal
Balance of the Class 2-A Certificates is greater than the sum of the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 2 and any amount
on deposit in the Pre-Funding Account in respect of Loan Group 2, any
principal amounts to be distributed to the Class 2-A Certificates will be
distributed to each class of Class 2-A Certificates, 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.

            (d) With respect to any Distribution Date, any Excess Cashflow
and, in the case of clauses 1, 2, 4, 6, 8, 10, 12, 14 and 16 below, any Credit
Comeback Excess Cashflow available for such Distribution Date will be
distributed to the Classes of Certificates in the following order of priority,
in each case first to the extent of the remaining Credit Comeback Excess
Cashflow, if applicable and second to the extent of the remaining Excess
Cashflow:

                  (1) to the Certificateholders of the Class 1-A, Class 2-A,
      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, and
      Class M-7 Certificates then entitled to receive distributions in respect
      of principal, in an aggregate amount equal to the Extra Principal
      Distribution Amounts for the Loan Groups, payable to such holders as
      part of the Principal Distribution Amount pursuant to Section 4.04(b)
      above;

                  (2) to the Class 1-A-2 Certificateholders, in an amount
      equal to the Unpaid Realized Loss Amount for such Class and Distribution
      Date;

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

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

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

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

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

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

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


                                      108
<PAGE>


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

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

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

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

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

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

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

                  (17) to the Carryover Reserve Fund and from the Carryover
      Reserve Fund, concurrently to each Class of Adjustable Rate Certificates
      (after application of amounts received under the applicable 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 of Adjustable Rate Certificates with respect to which
      there remains any unpaid Net Rate Carryover, pro rata, based on the
      amount of such unpaid Net Rate Carryover;

                  (18) to the to the Carryover Reserve Fund, in an amount
      equal to the Required Secondary Carryover Reserve Fund Deposit (after
      giving effect to other deposits and withdrawals therefrom on such
      Distribution Date without regard to any excess Corridor Contract
      proceeds);

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

                  (20) 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 each Corridor
Contract for such Distribution Date will be withdrawn from the Carryover
Reserve Fund and distributed:

                  (1) in the case of any such amounts received on the Class
      1-A Corridor Contract, concurrently to each Class of Class 1-A
      Certificates, pro rata, based on the Certificate Principal Balances
      thereof, to the extent needed to pay any Net Rate


                                      109
<PAGE>


      Carryover for each such Class; provided that any amounts remaining after
      such allocation to pay Net Rate Carryover based on the Certificate
      Principal Balances of the Class 1-A Certificates will be distributed to
      each Class of Class 1-A Certificates with respect to which there remains
      any unpaid Net Rate Carryover (after the distribution based on
      Certificate Principal Balances), pro rata, based on the amount of such
      unpaid Net Rate Carryover;

                  (2) in the case of any such amounts received on the Class
      2-A Corridor Contract, concurrently to each Class of Class 2-A
      Certificates, pro rata, based on the Certificate Principal Balances
      thereof, to the extent needed to pay any Net Rate Carryover for each
      such Class; provided that any amounts remaining after such allocation to
      pay Net Rate Carryover based on the Certificate Principal Balances of
      the Class 2-A Certificates will be distributed to each Class of Class
      2-A Certificates with respect to which there remains any unpaid Net Rate
      Carryover (after the distribution based on Certificate Principal
      Balances), pro rata, based on the amount of such unpaid Net Rate
      Carryover;

                  (3) in the case of any such amounts received on the
      Subordinate Corridor Contract, concurrently to each Class of Subordinate
      Certificates, pro rata, based on the Certificate Principal Balances
      thereof, to the extent needed to pay any Net Rate Carryover for each
      such Class; provided that any amounts remaining after such allocation to
      pay Net Rate Carryover based on the Certificate Principal Balances of
      the Subordinate Certificates will be distributed to each Class of
      Subordinate Certificates with respect to which there remains any unpaid
      Net Rate Carryover (after the distribution based on Certificate
      Principal Balances), pro rata, based on the amount of such unpaid Net
      Rate Carryover; and

                  (4) any remaining amounts to the holders of the Class C
      Certificates, unless a Corridor Contract is subject to early
      termination, in which case any early termination payments received on
      such 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 Adjustable Rate Certificates
receives interest in excess of the applicable 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 hereof) 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 hereof.


                                      110
<PAGE>


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

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

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

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

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

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

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

            On each Distribution Date after the Certificate Principal Balances
of the Fixed Rate Subordinate Certificates have been reduced to zero, the
Trustee shall allocate the Applied Realized Loss Amount with respect to the
Class 1-A-2 Certificates to reduce the Certificate Principal Balance of the
Class 1-A-2 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 Class 1-A-2 Certificates and Subordinate
Certificates to which Applied Realized Loss Amounts have been previously
allocated in the following order of priority:

                  (1) to the Class 1-A-2 Certificates, but not by more than
      the amount of the Unpaid Realized Loss Amount of the Class 1-A-2
      Certificates;

                  (2) 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;

                  (3) 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;

                  (4) 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;


                                      111
<PAGE>


                  (5) 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;

                  (6) 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;

                  (7) 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;
      and

                  (8) 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.

            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 (including,
without limitation, the actual mortgage rate for each Credit Comeback Loan)
such as to permit the Trustee to prepare the Monthly Statement to
Certificateholders and make the required distributions for the related
Distribution Date (the "Remittance Report"). The Trustee shall not be
responsible to recompute, recalculate or verify information provided to it by
the Master Servicer and shall be permitted to conclusively rely on any
information provided to it by the Master Servicer.


                                      112
<PAGE>


            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;

                  (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 and each Loan Group;

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

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

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

                  (9) the amount of Advances for each Loan Group included in
      the distribution on such Distribution Date;

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

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


                                      113
<PAGE>


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

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

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

                  (15) whether a Trigger Event or a Group 1 Sequential Trigger
      Event has occurred;

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

                  (17) [Reserved];

                  (18) the amount of Realized Losses and Subsequent Recoveries
      applied to the Class 1-A-2 Certificates and the Subordinate Certificates
      for such Distribution Date;

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

                  (20) the amount, if any, received in respect of each
      Corridor Contract for such Distribution Date;

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

                  (22) the information set forth in the Prepayment Charge
      Schedule; and

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

            (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.


                                      114
<PAGE>


            (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 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 hereof.


                                      115
<PAGE>


            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 Contracts 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 hereof.

            (c) Any amounts received on the Corridor Contracts with respect to
a Distribution Date and remaining after the distributions required pursuant to
Section 4.04(e) hereof shall be distributed to the Class C Certificates;
provided, however, that if any 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 for
the applicable Classes of Certificates as provided in Section 4.04(e) hereof
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 written 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 any 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


                                      116
<PAGE>


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      Credit Comeback Excess Account.

            (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
Credit Comeback Excess Account. The Credit Comeback Excess Account shall be an
Eligible Account, and funds on deposit therein shall be held separate and
apart from, and shall not be commingled with, any other moneys, including
without limitation, other moneys held by the Trustee pursuant to this
Agreement.

            (b) On each Distribution Date, the Trustee shall deposit all
Credit Comeback Excess Amounts in the Credit Comeback Excess Account. The
Trustee shall make withdrawals from the Credit Comeback Excess Account to make
distributions as and to the extent required by Section 4.04 hereof.

            (c) Funds in the Credit Comeback Excess Account may be invested in
Permitted Investments at the written direction of the Majority Holder of the
Class CF 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 Credit Comeback Excess Account, then such Permitted Investment shall
mature not later than such Distribution Date) and shall not be sold or
disposed of prior to maturity. All such Permitted Investments shall be made in
the name of the Trustee, for the benefit of the Certificateholders. In the
absence of such written direction, all funds in the Credit Comeback Excess
Account shall be invested by the Trustee in The Bank of New York cash
reserves. Any net investment earnings on such amounts shall be payable pro
rata to the Holders of the Class CF Certificates in accordance with their
Percentage Interests. Any losses incurred in the Credit Comeback Excess
Account in respect of any such investments shall be charged against amounts on
deposit in the Credit Comeback Excess Account (or such investments)
immediately as realized.

            (d) The Trustee shall not be liable for the amount of any loss
incurred in respect of any investment or lack of investment of funds held in
the Credit Comeback Excess Account and made in accordance with this Section
4.08. The Credit Comeback Excess Account shall not constitute an asset of any
REMIC created hereunder. The Class CF Certificates shall evidence ownership of
the Credit Comeback Excess Account for federal tax purposes.


                                      117
<PAGE>


                                  ARTICLE V.
                               THE CERTIFICATES

            Section 5.01      The Certificates.

            The Certificates shall be substantially in the forms attached
hereto as Exhibits A-1 through A-13, 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:

                                              Integral            Original
                           Minimum          Multiples in        Certificate
       Class            Denomination     Excess of Minimum   Principal Balance
-------------------------------------------------------------------------------
       1-A-1               $20,000             $1,000         $344,288,000.00
       1-A-2               $20,000             $1,000          $86,072,000.00
       2-A-1               $20,000             $1,000         $259,184,000.00
       2-A-2               $20,000             $1,000         $100,935,000.00
       2-A-3               $20,000             $1,000         $126,927,000.00
       2-A-4               $20,000             $1,000          $56,994,000.00
        M-1                $20,000             $1,000          $39,600,000.00
        M-2                $20,000             $1,000          $36,600,000.00
        M-3                $20,000             $1,000          $22,800,000.00
        M-4                $20,000             $1,000          $58,800,000.00
        M-5                $20,000             $1,000          $11,400,000.00
        M-6                $20,000             $1,000          $16,800,000.00
        M-7                $20,000             $1,000          $12,000,000.00
        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 related to the Class A-R Certificates
      may be issued in a denomination of $0.05.

            The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at the
time when such signatures were affixed, authorized to sign on behalf of the
Trustee shall bind the Trustee, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
authentication and delivery. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on
such Certificate a certificate of authentication substantially in the form set
forth as attached hereto executed by the Trustee by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the
date of their authentication. On the Closing Date, the Trustee shall
authenticate the Certificates to be issued at the written direction of the
Depositor, or any affiliate thereof.


                                      118
<PAGE>


            The Depositor shall provide, or cause to be provided, to the
Trustee on a continuous basis, an adequate inventory of Certificates to
facilitate transfers.

            Section 5.02      Certificate Register; Registration of Transfer
                              and Exchange of Certificates.

            (a) The Trustee shall maintain a Certificate Register for the
Trust Fund in which, subject to the provisions of subsections (b) and (c)
below and to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of Transfers and
exchanges of Certificates as herein provided. Upon surrender for registration
of Transfer of any Certificate, the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class and of like aggregate Percentage Interest.

            At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates that the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of Transfer or exchange shall be accompanied by a
written instrument of Transfer in form satisfactory to the Trustee duly
executed by the Holder thereof or his attorney duly authorized in writing.

            No service charge to the Certificateholders shall be made for any
registration of Transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any Transfer or exchange of Certificates may be required.

            All Certificates surrendered for registration of Transfer or
exchange shall be canceled and subsequently destroyed by the Trustee in
accordance with the Trustee's customary procedures.

            (b) No Transfer of a Private Certificate shall be made unless such
Transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In the event that a transfer is to be made in reliance upon an exemption
from the Securities Act and such state securities laws, in order to assure
compliance with the Securities Act and such state securities laws, the
Certificateholder desiring to effect such Transfer and such
Certificateholder's prospective transferee shall (except in connection with
any transfer of a Private Certificate to an affiliate of the Depositor (either
directly or through a nominee) 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


                                      119
<PAGE>


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.

            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-1), 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 and 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 and 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


                                      120
<PAGE>


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 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-1.

                  (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


                                      121
<PAGE>


      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) hereof and this Section 5.02(c) or for
      making any payments due on such Certificate to the Holder thereof or
      taking any other action with respect to such Holder under the provisions
      of this Agreement so long as the Transfer was registered after receipt
      of the related Transfer Affidavit and Transferor Certificate. The
      Trustee shall be entitled but not obligated to recover from any Holder
      of a Class A-R Certificate that was in fact not a Permitted Transferee
      at the time it became a Holder or, at such subsequent time as it became
      other than a Permitted Transferee, all payments made on such Class A-R
      Certificate at and after either such time. Any such payments so
      recovered by the Trustee shall be paid and delivered by the Trustee to
      the last preceding Permitted Transferee of such Certificate.

                  (5) The Master Servicer shall use its best efforts to make
      available, upon receipt of written request from the Trustee, all
      information necessary to compute any tax imposed under Section 860E(e)
      of the Code as a result of a Transfer of an Ownership Interest in a
      Class A-R Certificate to any Holder who is not a Permitted Transferee.

            The restrictions on Transfers of a Class A-R Certificate set forth
in this Section 5.02(c) shall cease to apply (and the applicable portions of
the legend on a Class A-R Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of 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.


                                      122
<PAGE>



(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 originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time. All Certificates surrendered to the
Trustee under the terms of this Section 5.03 shall be canceled and destroyed
by the Trustee in accordance with its standard procedures without liability on
its part.

            Section 5.04      Persons Deemed Owners.

            The Master Servicer, the Trustee, the NIM Insurer and any agent of
the Master Servicer, the Trustee or the NIM Insurer may treat the person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions as provided in this Agreement and for
all other purposes whatsoever, and none of the Master Servicer, the Trustee 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.


                                      123
<PAGE>


            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 hereof. Unless and until definitive, fully registered
Certificates ("Definitive Certificates") have been issued to the Certificate
Owners of such Certificates pursuant to Section 5.08 hereof:

            (a) the provisions of this Section shall be in full force and
effect;

            (b) the Depositor, the Sellers, the Master Servicer and the
Trustee may deal with the Depository and the Depository Participants for all
purposes (including the making of distributions) as the authorized
representative of the respective Certificate Owners of such Certificates;

            (c) registration of the Book-Entry Certificates may not be
transferred by the Trustee except to another Depository;

            (d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the
Depository Participants. Pursuant to the Depository Agreement, unless and
until Definitive Certificates are issued pursuant to Section 5.08 hereof, 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.


                                      124
<PAGE>


            Section 5.07      Notices to Depository.

            Whenever any notice or other communication is required to be given
to Certificateholders of the Class with respect to which Book-Entry
Certificates have been issued, unless and until Definitive Certificates shall
have been issued to the related Certificate Owners, the Trustee shall give all
such notices and communications to the Depository.

            Section 5.08      Definitive Certificates.

            If, after Book-Entry Certificates have been issued with respect to
any Certificates, (a) the Depositor advises the Trustee that the Depository is
no longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Trustee or the
Depositor is unable to locate a qualified successor or (b) after the
occurrence and continuation of an Event of Default, Certificate Owners of such
Book-Entry Certificates having not less than 51% of the Voting Rights
evidenced by any Class of Book-Entry Certificates advise the Trustee and the
Depository in writing through the Depository Participants that the
continuation of a book-entry system with respect to Certificates of such Class
through the Depository (or its successor) is no longer in the best interests
of the Certificate Owners of such Class, then the Trustee shall notify all
Certificate Owners of such Certificates, through the Depository, of the
occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners of such Class requesting the same. The
Depositor shall provide the Trustee with an adequate inventory of Certificates
to facilitate the issuance and transfer of Definitive Certificates. Upon
surrender to the Trustee of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall authenticate and deliver such Definitive Certificates.
Neither the Depositor nor the Trustee shall be liable for any delay in
delivery of such instructions and each may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of such
Definitive Certificates, all references herein to obligations imposed upon or
to be performed by the Depository shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates and the Trustee shall recognize the Holders of such
Definitive Certificates as Certificateholders hereunder.

            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.


                                      125
<PAGE>


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

            Section 6.01      Respective Liabilities of the Depositor, the
                              Master Servicer and the Sellers.

            The Depositor, the Master Servicer and each Seller shall each be
liable in accordance herewith only to the extent of the obligations
specifically and respectively imposed upon and undertaken by them herein.

            Section 6.02      Merger or Consolidation of the Depositor, the
                              Master Servicer or the Sellers.

            The Depositor will keep in full effect its existence, rights and
franchises as a corporation under the laws of the United States or under the
laws of one of the states thereof and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement. The Master Servicer will keep in effect its
existence, rights and franchises as a limited partnership under the laws of
the United States or under the laws of one of the states thereof and will
obtain and preserve its qualification or registration to do business as a
foreign partnership in each jurisdiction in which such qualification or
registration is or shall be necessary to protect the validity and
enforceability of this Agreement or any of the Mortgage Loans and to perform
its duties under this Agreement.

            Any Person into which the Depositor, the Master Servicer or any
Seller may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Depositor, the Master Servicer or any Seller
shall be a party, or any person succeeding to the business of the Depositor,
the Master Servicer or any Seller, shall be the successor of the Depositor,
the Master Servicer or such Seller, as the case may be, hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided that
the successor or surviving Person to the Master Servicer shall be qualified to
service mortgage loans on behalf of Fannie Mae and Freddie Mac.

            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 hereof), 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


                                      126
<PAGE>


performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Depositor, the Sellers, the NIM Insurer, the Master
Servicer and any director, officer, employee or agent of the Depositor, the
Sellers, the NIM Insurer or the Master Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Sellers, the NIM
Insurer, the Master Servicer and any director, officer, employee or agent of
the Depositor, the Sellers, the NIM Insurer or the Master Servicer shall be
indemnified by the Trust Fund and held harmless against any loss, liability or
expense incurred in connection with any audit, controversy or judicial
proceeding relating to a governmental taxing authority or any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense related to any specific Mortgage Loan or Mortgage Loans (except as
any such loss, liability or expense shall be otherwise reimbursable pursuant
to this Agreement) and any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. None of the Depositor, the Sellers, the NIM Insurer or the Master
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action that is not incidental to its respective duties hereunder and
that in its opinion may involve it in any expense or liability; provided that
any of the Depositor, the Sellers, the NIM Insurer or the Master Servicer may,
in its discretion undertake any such action that it may deem necessary or
desirable in respect of this Agreement and the rights and duties of the
parties hereto and interests of the Trustee and the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be, expenses, costs and liabilities of the
Trust Fund, and the Depositor, the Sellers, the NIM Insurer and the Master
Servicer shall be entitled to be reimbursed therefor out of the Certificate
Account as provided by Section 3.08 hereof.

            Section 6.04      Limitation on Resignation of Master Servicer.

            The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that its duties
hereunder are no longer permissible under applicable law or (ii) upon
appointment of a successor servicer that is reasonably acceptable to the
Trustee and the NIM Insurer and the written confirmation from each Rating
Agency (which confirmation shall be furnished to the Depositor, the Trustee
and the NIM Insurer) that such resignation will not cause such Rating Agency
to reduce the then current rating of the Certificates. 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


                                      127
<PAGE>


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 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


                                      128
<PAGE>


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


                                      129
<PAGE>


            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 hereof, 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 hereof. 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 any effect to any policy
or guaranty provided by the NIM Insurer) by each Rating Agency as the
successor to the Master Servicer hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Master Servicer
hereunder. Any successor Master Servicer shall be an institution that is a
Fannie Mae and Freddie Mac approved seller/servicer in good standing, that has
a net worth of at least $15,000,000 and that is willing to service the
Mortgage Loans and executes and delivers to the Depositor and the Trustee an
agreement accepting such delegation and assignment, that contains an
assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Master Servicer (other than liabilities and
indemnities of the Master Servicer under Section 6.03 hereof incurred prior to
termination of the Master Servicer under Section 7.01 hereof), 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


                                      130
<PAGE>


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 hereof.

            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.

            Section 7.03      Notification to Certificateholders.

            (a) Upon any termination of or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders, to 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.


                                      131
<PAGE>


            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;

                  (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) hereof, 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) hereof 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.


                                      132
<PAGE>


            Section 8.02      Certain Matters Affecting the Trustee.

            (a) Except as otherwise provided in Section 8.01 hereof:

                  (1) the Trustee may request and rely upon and shall be
      protected in acting or refraining from acting upon any resolution,
      Officer's Certificate, certificate of auditors or any other certificate,
      statement, instrument, opinion, report, notice, request, consent, order,
      appraisal, bond or other paper or document believed by it to be genuine
      and to have been signed or presented by the proper party or parties;

                  (2) the Trustee may consult with counsel and any Opinion of
      Counsel shall be full and complete authorization and protection in
      respect of any action taken or suffered or omitted by it hereunder in
      good faith and in accordance with such Opinion of Counsel;

                  (3) the Trustee shall not be liable, individually or as
      Trustee, for any action taken, suffered or omitted by it in good faith
      and believed by it to be authorized or within the discretion or rights
      or powers conferred upon it by this Agreement;

                  (4) prior to the occurrence of an Event of Default hereunder
      and after the curing of all Events of Default that may have occurred,
      the Trustee shall not be bound to make any investigation into the facts
      or matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or
      other paper or document, unless requested in writing so to do by the NIM
      Insurer or the Holders of each Class of Certificates evidencing not less
      than 25% of the Voting Rights of such Class; provided, however, that if
      the payment within a reasonable time to the Trustee of the costs,
      expenses or liabilities likely to be incurred by it in the making of
      such investigation is, in the opinion of the Trustee not reasonably
      assured to the Trustee by the NIM Insurer or such Certificateholders,
      the Trustee may require reasonable indemnity against such expense, or
      liability from the NIM Insurer or such Certificateholders as a condition
      to taking any such action;

                  (5) the Trustee may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or
      through agents, accountants or attorneys;

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

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

                  (8) the Trustee shall not be deemed to have knowledge of an
      Event of Default until a Responsible Officer of the Trustee shall have
      received written notice thereof; and


                                      133
<PAGE>


                  (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.

            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


                                      134
<PAGE>


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
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 hereof, such resignation is to take effect, and (2) acceptance of
appointment by a successor trustee in accordance with Section 8.08 hereof and
meeting the qualifications set forth in Section 8.06 hereof. 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


                                     135
<PAGE>


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 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 any 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.


                                      136
<PAGE>


            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 8.06 hereof and no notice
to Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.08 hereof.

            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;


                                      137
<PAGE>


                  (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 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)


                                      138
<PAGE>


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 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) hereof). 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.


                                      139
<PAGE>


            In the event that any tax is imposed on "prohibited transactions"
of the Trust Fund as defined in Section 860F(a)(2) of the Code, on the "net
income from foreclosure property" of the Trust Fund as defined in Section
860G(c) of the Code, on any contribution to the Trust Fund after the startup
day pursuant to Section 860G(d) of the Code, or any other tax is imposed,
including, without limitation, any federal, state or local tax or minimum tax
imposed upon the Trust Fund pursuant to Sections 23153 and 24872 of the
California Revenue and Taxation Code if not paid as otherwise provided for
herein, such tax shall be paid by (i) the Trustee, if any such other tax
arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement, (ii) (x) the Master Servicer, in the case of
any such minimum tax, and (y) any party hereto (other than the Trustee) to the
extent any such other tax arises out of or results from a breach by such other
party of any of its obligations under this Agreement or (iii) in all other
cases, or in the event that any liable party here fails to honor its
obligations under the preceding clauses (i) or (ii), any such tax will be paid
first with amounts otherwise to be distributed to the Class A-R
Certificateholders, and second with amounts otherwise to be distributed to all
other Certificateholders in the same manner as if such tax were a Realized
Loss that occurred ratably within each Loan Group. Notwithstanding anything to
the contrary contained herein, to the extent that such tax is payable by the
Class A-R Certificates, the Trustee is hereby authorized to retain on any
Distribution Date, from the Holders of the Class A-R Certificates (and, if
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 Carryover funded by any Corridor
Contract and in respect of any residual payments from each such 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) hereof and Section 4.08(c) hereof, 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 Class 1-A Corridor Contract, Class 2-A
Corridor Contract and Subordinate Corridor Contract have values of $210,000
$220,000 and $200,000, respectively. The Trustee shall treat the entitlement
to Credit Comeback Excess Amounts as owned by the Holders of the Class C
Certificates and not as an asset of, or interest in, any REMIC created
hereunder. Further, the Trustee shall treat any payments of Credit Comeback
Excess Amounts to Persons other than Holders of the Class C Certificates as
payments made by the Holders of the Class C Certificates pursuant to a credit
enhancement contract under Treasury Regulation 1.860G-2(c). The Trustee shall
also treat any amount payable to a Class C Certificate with respect to an
R-3-X Interest as deposited into the Carryover Reserve Fund.


                                      140
<PAGE>


            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.

            (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 hereof, 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.

            (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


                                      141
<PAGE>


      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 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


                                      142
<PAGE>


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 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


                                      143
<PAGE>


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 hereof, 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 related Mortgage Loan), such appraisal to
be conducted by an appraiser mutually agreed upon by the Terminator and the
Trustee and (iv) plus, 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


                                      144
<PAGE>


Stated Principal Balance of the Mortgage Loans, at the time of any such
repurchase, aggregating ten percent (10%) or less of the sum of the Cut-off
Date Principal Balance of the Initial Mortgage Loans and 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 related to such
Loan Group, 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 hereof, 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
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.


                                      145
<PAGE>


            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, the Class A-R Certificates shall be entitled to
all unclaimed funds and other assets that remain subject hereto.

            Section 9.03      Additional Termination Requirements.

            (a) In the event the Terminator exercises its purchase option, the
Trust Fund shall be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an Opinion of Counsel,
at the expense of the Terminator, to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.03 will not (i) result
in the imposition of taxes on "prohibited transactions" of a REMIC, or (ii)
cause any 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


                                      146
<PAGE>


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) hereof, and together with the Holders of the
Class A-R Certificates agree to take such other action in connection therewith
as may be reasonably requested by the Terminator.

                                  ARTICLE X.

                           MISCELLANEOUS PROVISIONS

            Section 10.01     Amendment.

            This Agreement may be amended from time to time by the Depositor,
the Master Servicer, the Sellers 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.


                                      147
<PAGE>


            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 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, the
Trustee and the NIM Insurer shall not consent to any amendment to this
Agreement unless each shall have first received an Opinion of Counsel
satisfactory to the Trustee and the NIM Insurer, which opinion shall be an
expense of the party requesting such amendment but in any case shall not be an
expense of the Trustee or the NIM Insurer, to the effect that such amendment
will not cause the imposition of any tax on the Trust Fund or the
Certificateholders or cause any REMIC formed hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding.

            Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder and
each Rating Agency.

            It shall not be necessary for the consent of Certificateholders
under this Section to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject
to such reasonable regulations as the Trustee may prescribe.

            Nothing in this Agreement shall require the Trustee to enter into
an amendment without receiving an Opinion of Counsel, 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


                                      148
<PAGE>


requirements for amending this Agreement have been complied with; and (ii)
either (A) the amendment does not adversely affect in any material respect the
interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to
this Section 10.01.

            Section 10.02     Recordation of Agreement; Counterparts.

            This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer at its
expense.

            For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one
and the same instrument.

            Section 10.03     Governing Law.

            THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK 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


                                      149
<PAGE>


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;

                  (4) The repurchase or substitution of Mortgage Loans
      pursuant to Sections 2.02, 2.03, 2.04 and 3.12 hereof; and

                  (5) The final payment to Certificateholders.

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

                  (1) Each report to Certificateholders described in Section
      4.05 hereof;

                  (2) Each annual statement as to compliance described in
      Section 3.17 hereof; and

                  (3) Each annual independent public accountants' servicing
      report described in Section 3.18 hereof.

            (c) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the
Depositor, CWABS, Inc., 4500 Park Granada, Calabasas, California 91302,
facsimile number: (818) 225-4053, Attention: David A. Spector, or such other
address as may be hereafter furnished to the Sellers, the Master Servicer and
the Trustee by the Depositor in writing; (ii) in the case of CHL, Countrywide
Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile
number (818) 225-4053, Attention: David A. Spector, or such other address as
may be hereafter furnished to the Depositor, the Master Servicer and the
Trustee by the Sellers in writing; (iii) in the case of Park Monaco, Park
Monaco, Inc., 4500 Park Granada, Calabasas, California, 91302, facsimile
number (818) 225-4028, Attention: Paul Liu, or such other address as may be
hereafter furnished to the Depositor, the Master Servicer and the Trustee by
the Sellers in writing; (iv) in the case of Park Sienna, Park Sienna LLC, 4500
Park Granada, Calabasas, California 91302, facsimile number (818) 225-4028,
Attention: Paul Liu, or such other address as may be hereafter furnished to
the Depositor, the Master Servicer and the Trustee by the Sellers in writing;
(v) in the case of the Master


                                      150
<PAGE>


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 2005-2, or such
other address as the Trustee may hereafter furnish to the Depositor or the
Master Servicer; (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, (x) Moody's
Investors Service, Inc., Attention: ABS Monitoring Department, 99 Church
Street, Sixth Floor, New York, New York 10007 and (y) Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Attention: Mortgage
Surveillance Group, 55 Water Street, 41st Floor, New York, New York, 10041.
Notices to Certificateholders shall be deemed given when mailed, first postage
prepaid, to their respective addresses appearing in the Certificate Register.

            Section 10.06     Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.

            Section 10.07     Assignment.

            Notwithstanding anything to the contrary contained herein, except
as provided pursuant to Section 6.02 hereof, 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


                                      151
<PAGE>


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
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.


                                      152
<PAGE>


            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

                  (2) CHL and the Trustee have received reasonable assurances
      that the NIM Insurer will be able to satisfy its obligations under its
      guaranty of notes backed or secured by the Class C or Class P
      Certificates.

            (c) The NIM Insurer is a third party beneficiary of this Agreement
to the same extent as if it were a party to this Agreement and may enforce any
of those rights under this Agreement.

            (d) A copy of any documents of any nature required by this
Agreement to be delivered by the Trustee, or to the Trustee or the Rating
Agencies, shall in each case at the same time also be delivered to the NIM
Insurer. Any notices required to be given by the Trustee, or to the Trustee or
the Rating Agencies, shall in each case at the same time also be given to the
NIM Insurer. If the Trustee receives a notice or document that is required
hereunder to be delivered to the NIM Insurer, and if such notice or document
does not indicate that a copy thereof has been previously sent to the NIM
Insurer, the Trustee shall send the NIM Insurer a copy of such notice or
document. If such document is an Opinion of Counsel, the NIM Insurer shall be
an addressee thereof or such Opinion of Counsel shall contain language
permitting the NIM Insurer to rely thereon as if the NIM Insurer were an
addressee thereof.

            (e) Anything in this Agreement that is conditioned on not
resulting in the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies shall also be conditioned on not resulting
in the downgrading or withdrawal of the ratings then assigned by the Rating
Agencies to the notes backed or secured by the Class C or Class P Certificates
(without giving effect to any policy or guaranty provided by the NIM Insurer).


                                      153
<PAGE>


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

                                    CWABS, INC.,
                                         as Depositor


                                    By:
                                         --------------------------------------
                                         Name:  Leon Daniels, Jr.
                                         Title: Vice President


                                    COUNTRYWIDE HOME LOANS, INC.,
                                         as a Seller


                                    By:
                                         --------------------------------------
                                         Name:  Leon Daniels, Jr.
                                         Title: Senior Vice President


                                    PARK MONACO, INC.,
                                         as a Seller


                                    By:
                                         --------------------------------------
                                         Name:  Leon Daniels, Jr.
                                         Title: Vice President


                                    PARK SIENNA LLC.,
                                         as a Seller


                                    By:
                                         --------------------------------------
                                         Name:  Leon Daniels, Jr.
                                         Title: Vice President




<PAGE>


                                    COUNTRYWIDE HOME LOANS SERVICING LP,
                                         as Master Servicer


                                    By:  COUNTRYWIDE GP, INC.


                                    By:
                                         --------------------------------------
                                         Name:  Leon Daniels, Jr.
                                         Title: Vice President




<PAGE>


                                    THE BANK OF NEW YORK,
                                  as Trustee


                                    By:
                                         --------------------------------------
                                         Name:
                                         Title:




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


                                    By:
                                         --------------------------------------

                                         Name:
                                         Title:




                                    THE BANK OF NEW YORK (solely with respect
                                    to its obligations under Section 4.01(d))

                                    By:
                                         --------------------------------------
                                         Name:
                                         Title:





<PAGE>



STATE OF CALIFORNIA           )
                              )  ss.:
COUNTY OF LOS ANGELES         )

            On this ____ day of 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.

                                  --------------------------------------
                                                Notary Public



[Notarial Seal]


<PAGE>


STATE OF CALIFORNIA           )
                              )  ss.:
COUNTY OF LOS ANGELES         )

            On this __ 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.

                                  --------------------------------------
                                                Notary Public


[Notarial Seal]



<PAGE>


STATE OF CALIFORNIA           )
                              )  ss.:
COUNTY OF LOS ANGELES         )

            On this ___ 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.

                                  --------------------------------------
                                                Notary Public


[Notarial Seal]



<PAGE>


STATE OF CALIFORNIA           )
                              )  ss.:
COUNTY OF LOS ANGELES         )

            On this __ 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 Park Monaco, Inc.,
one of the corporations that executed the within instrument, and also known to
me to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                  --------------------------------------
                                                Notary Public


[Notarial Seal]



<PAGE>


STATE OF CALIFORNIA           )
                              )  ss.:
COUNTY OF LOS ANGELES         )

            On this ____ day of 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 Park Sienna LLC, one
of the corporations that executed the within instrument, and also known to me
to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                  --------------------------------------
                                                Notary Public


[Notarial Seal]





<PAGE>


STATE OF NEW YORK             )
                              )  ss.:
COUNTY OF NEW YORK            )

            On this ___ day of March, 2005 before me, a notary public in and
for said State, appeared ________________, personally known to me on the basis
of satisfactory evidence to be a ___________ of The Bank of New York, a New
York banking corporation that executed the within instrument, and also known
to me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                  --------------------------------------
                                                Notary Public


[Notarial Seal]



<PAGE>


STATE OF CALIFORNIA           )
                              )  ss.:
COUNTY OF LOS ANGELES         )

            On this _______ day of March, 2005 before me, a notary public in
and for said State, appeared ____________, personally known to me on the basis
of satisfactory evidence to be a __________of The Bank of New York Trust
Company, N.A., one of the corporations that executed the within instrument,
and also known to me to be the person who executed it on behalf of such
corporation and acknowledged to me that such corporation executed the within
instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                  --------------------------------------
                                                Notary Public


[Notarial Seal]




<PAGE>


STATE OF NEW YORK             )
                              )  ss.:
COUNTY OF NEW YORK            )

            On this ______ day of March, 2005 before me, a notary public in
and for said State, appeared _____________, personally known to me on the
basis of satisfactory evidence to be a ______________of The Bank of New York,
a New York banking corporation that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation,
and acknowledged to me that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                  --------------------------------------
                                                Notary Public


[Notarial Seal]





<PAGE>


                                                                   Exhibit A-1
                                                                  through A-13

                        [Exhibits A-1 through A-13 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 2005-2
                  ----------------------------------------------

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, and 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 2005-2
                  ----------------------------------------------

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, and 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 2005-2, 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 (xvii) 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


                                     G-2-2
<PAGE>


the [Initial Mortgage Loans][Subsequent Mortgage Loans] identified on the
[Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage Loan
Schedule] or (ii) the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.











                                     G-2-3
<PAGE>


            Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.

                                    The Bank of New York,
                                         as Trustee



                                    By:
                                         ------------------------------------
                                         Name:
                                         Title:















                                     G-2-4
<PAGE>


                                  EXHIBIT G-3

                     FORM OF DELAY DELIVERY CERTIFICATION

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]


            Re:   CWABS Asset-Backed Certificates, Series 2005-2
                  ----------------------------------------------

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, and 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, Park Sienna LLC,
as a Seller, and The Bank of New York, as Trustee,] as to each Delay Delivery
Mortgage Loan listed on the Schedule A attached hereto (other than any
[Initial Mortgage Loan][Subsequent Mortgage Loan] paid in full or listed on
Schedule B attached hereto) it has received:

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

            (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 2005-2, 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


                                     G-3-1
<PAGE>


Loan, a duly executed assignment of the Mortgage in blank (each such
assignment, when duly and validly completed, to be in recordable form and
sufficient to effect the assignment of and transfer to the assignee thereof,
under the Mortgage to which such assignment relates).

            Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

            The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the [Initial
Mortgage Loans][Subsequent Mortgage Loans] identified on the [Mortgage Loan
Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or
(ii) the collectibility, insurability, effectiveness or suitability of any
such [Initial Mortgage Loan][Subsequent Mortgage Loan].

            Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.

                                    The Bank of New York,
                                         as Trustee



                                    By:
                                         ------------------------------------
                                         Name:
                                         Title:




















                                     G-3-2
<PAGE>


                                  EXHIBIT G-4

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE

                          (SUBSEQUENT MORTGAGE LOANS)

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]


            Re:   CWABS Asset-Backed Certificates, Series 2005-2
                  ----------------------------------------------

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, and 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-4-1
<PAGE>


the Subsequent Mortgage Loans identified on the Loan Number and Borrower
Identification Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Subsequent Mortgage
Loan.

            Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.

                                    The Bank of New York,
                                         as Trustee



                                    By:
                                         ------------------------------------
                                         Name:
                                         Title:



















                                     G-4-2
<PAGE>


                                   EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Master Servicer]

[Sellers]


            Re:   CWABS Asset-Backed Certificates, Series 2005-2
                  ----------------------------------------------

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, and 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 2005-2, 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 (xvii) 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-1

               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:

            (i) 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.

            (ii) Except in connection with (i) the registration of the Tax
      Matters Person Certificate in the name of the Trustee or (ii) any
      registration in the name of, or transfer of a 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.

            (iii) 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.

            (iv) 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>


            (v) 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 2005-2
                  -----------------------------------------------------

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 2005-2, 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 St., 8W
New York, New York  10286


            Re:   CWABS, Inc. Asset-Backed Certificates, Series 2005-2, 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 2005-2, 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.:
Co-Trustee
Name:
Address:


Co-Trustee
      Mortgage File No.:

            The undersigned Master Servicer hereby acknowledges that it has
received from _______________________________________, as Co-Trustee for the
Holders of Asset-Backed Certificates, Series 2005-2, 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 (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,
as Trustee and The Bank of New York Trust Company, N.A., as Co-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 _______________ of official records at page/image
      -------------.

(  )  Other documents, including any amendments, assignments or other
      assumptions of the Mortgage Note or Mortgage.


                                      M-1
<PAGE>


(  )  ----------------------------------------------

(  )  ----------------------------------------------

(  )  ----------------------------------------------

(  )  ----------------------------------------------

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

                    OFFICER'S CERTIFICATE AND TRUST RECEIPT
                          ASSET-BACKED CERTIFICATES,
                                 Series 2005-2

__________________________________________ 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
2005-2 (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 $_______________; provided,
however, that such amount shall not exceed the amount on deposit in the
Pre-Funding Account.

            (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; provided that no fixed rate mortgage loan that would be a
Credit Comeback Loan is eligible for conveyance to the Trust Fund on a
Subsequent Transfer Date occurring after May 31, 2005.

            (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.


                                      P-1
<PAGE>


            (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.

            (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-1

                      FORM OF CLASS 1-A CORRIDOR CONTRACT

              [See appropriate documents delivered at closing.]

















                                     Q-1-1
<PAGE>


                                  EXHIBIT Q-2

                      FORM OF CLASS 2-A CORRIDOR CONTRACT

              [See appropriate documents delivered at closing.]
















                                     Q-2-1
<PAGE>


                                  EXHIBIT Q-3

                     FORM OF SUBORDINATE CORRIDOR CONTRACT

              [See appropriate documents delivered at closing.]
























                                     Q-3-1
<PAGE>


                                   EXHIBIT R

              FORM OF CORRIDOR CONTRACT ADMINISTRATION AGREEMENT


                      [See document delivered at closing]














                                      R-1
<PAGE>


                                   EXHIBIT S

                FORM OF CORRIDOR CONTRACT ASSIGNMENT AGREEMENT

                      [See document delivered at closing]



















                                      S-1
<PAGE>


                                   EXHIBIT T


              OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                          ASSET-BACKED CERTIFICATES,
                                 Series 2005-2

                                       [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>


<TABLE>
<CAPTION>

                                                            SCHEDULE II

                                                        COLLATERAL SCHEDULE


----------------------------------------------------------------------------------------------------------------------------------
Characteristic                                                     Applicable          Loan Group 1           Loan Group 2
                                                                       Section
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                 <C>                    <C>
Single-Family Detached Dwellings                                   2.03(b)(32)            70.13                  69.73
----------------------------------------------------------------------------------------------------------------------------------
Two- to Four-Family Dwellings                                      2.03(b)(32)             6.31                   5.62
----------------------------------------------------------------------------------------------------------------------------------
Low-Rise Condominium Units                                         2.03(b)(32)             7.73                   6.59
----------------------------------------------------------------------------------------------------------------------------------
High-Rise Condominium Units                                        2.03(b)(32)             .46                    0.32
----------------------------------------------------------------------------------------------------------------------------------
Manufactured Housing                                               2.03(b)(32)              -                     .17
----------------------------------------------------------------------------------------------------------------------------------
PUDs                                                               2.03(b)(32)            15.38                  17.58
----------------------------------------------------------------------------------------------------------------------------------
Earliest Origination Date                                          2.03(b)(33)           6/11/04                6/21/99
----------------------------------------------------------------------------------------------------------------------------------
Prepayment Penalty                                                 2.03(b)(35)            72.49                   74.7
----------------------------------------------------------------------------------------------------------------------------------
Investor Properties                                                2.03(b)(36)             1.77                    2
----------------------------------------------------------------------------------------------------------------------------------
Primary Residences                                                 2.03(b)(36)            97.69                  97.36
----------------------------------------------------------------------------------------------------------------------------------
Lowest Current Mortgage Rate                                       2.03(b)(48)             4.9                     5
----------------------------------------------------------------------------------------------------------------------------------
Highest Current Mortgage Rate                                      2.03(b)(48)             12.5                  19.375
----------------------------------------------------------------------------------------------------------------------------------
Weighted Average Current Mortgage Rate                             2.03(b)(48)            7.409                  7.782
----------------------------------------------------------------------------------------------------------------------------------
Lowest Gross Margin                                                2.03(b)(51)             2.5                   3.375
----------------------------------------------------------------------------------------------------------------------------------
Highest Gross Margin                                               2.03(b)(51)              9                     13.5
----------------------------------------------------------------------------------------------------------------------------------
Weighted Average Gross Margin                                      2.03(b)(51)            6.728                  7.487
----------------------------------------------------------------------------------------------------------------------------------
Date before which each Initial Mortgage Loan has a Due Date        2.03(b)(52)         May 1, 2005            May 1, 2005
----------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                                                Adjustable Rate Mortgage                               Three-Year
                                                                    Loans (other than              Two-Year              Hybrid
     Adjustment           Applicable                             Two-Year and Three-Year            Hybrid              Mortgage
        Date               Section            Group              Hybrid Mortgage Loans)         Mortgage Loans           Loans
-----------------------------------------------------------------------------------------------------------------------------------
     <S>                 <C>                    <C>                      <C>                        <C>                  <C>
     Latest Next                                1                        9/1/05                     4/1/07               4/1/08
     Adjustment                         -------------------------------------------------------------------------------------------
        Date             2.03(b)(34)            2                        3/1/10                     4/1/07               4/1/08
-----------------------------------------------------------------------------------------------------------------------------------

</TABLE>














                                                              S-II-1