EXHIBIT 10.1


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                        [COUNTRYWIDE HOME LOANS, INC.]
                                    Seller





                                  CWHEQ, INC.
                                   Purchaser





                      __________________________________

                              PURCHASE AGREEMENT
                          Dated as of _________, 200_
                      __________________________________



                 REVOLVING HOME EQUITY LOAN ASSET BACKED NOTES
                                 Series 200_-_












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                               Table of Contents
                                                                          Page
                                                                          ----


                                   ARTICLE I
                                  DEFINITIONS

Section 1.01.   Definitions. ................................................3


                                  ARTICLE II
               SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

Section 2.01.   Sale of the Mortgage Loans. .................................4
Section 2.02.   Obligations of Seller Upon Sale. ............................4
Section 2.03.   Payment of Purchase Price for the Mortgage Loans. ...........7


                                  ARTICLE III
              REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

Section 3.01.   Seller Representations and Warranties. ......................7
Section 3.02.   Seller Representations and Warranties Relating to
                the Mortgage Loans. .........................................8


                                  ARTICLE IV
                              SELLER'S COVENANTS

Section 4.01.   Covenants of the Seller. ...................................20


                                   ARTICLE V
                                   SERVICING

Section 5.01.   Servicing. .................................................20


                                  ARTICLE VI
                                  TERMINATION

Section 6.01.   Termination. ...............................................20


                                  ARTICLE VII
                           MISCELLANEOUS PROVISIONS

Section 7.01.   Amendment. .................................................21
Section 7.02.   Governing Law. .............................................21
Section 7.03.   Notices. ...................................................21
Section 7.04.   Severability of Provisions. ................................22
Section 7.05.   Counterparts. ..............................................22


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Section 7.06.   Further Agreements. ........................................22
Section 7.07.   Successors and Assigns: Assignment of Purchase Agreement. ..22
Section 7.08.   Survival. ..................................................22

SCHEDULES AND ANNEXES

Schedule I      .......................................................Sch-I-1
[Schedule II    .....................................................Sch-II-1]
Annex I         .......................................................Ann-I-1





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      THIS PURCHASE AGREEMENT, dated as of ____________, 200_ (the
"Agreement"), between [COUNTRYWIDE HOME LOANS, INC., a New York corporation]
(the "Seller"), and CWHEQ, INC., a Delaware corporation (the "Purchaser"),

                             W I T N E S S E T H:

      WHEREAS, the Seller is the owner of the notes or other evidence of
indebtedness indicated on Schedule I and certain other notes or other evidence
of indebtedness made or to be made in the future, and Related Documentation;
and

      WHEREAS, by the date of their transfer, the Seller will own the
mortgages on the properties securing the Mortgage Loans, including rights to
(a) any property acquired by foreclosure or deed in lieu of foreclosure or
otherwise and (b) the proceeds of any hazard insurance policies on the
Mortgaged Properties; and

      WHEREAS, the Seller wants to sell the Mortgage Loans to the Purchaser
pursuant to this Agreement; and

      WHEREAS, pursuant to the Sale and Servicing Agreement, of even date with
this Agreement (the "Sale and Servicing Agreement"), among the Purchaser, as
depositor, the Seller, as sponsor and master servicer, the Trust, and the
Indenture Trustee, the Purchaser will transfer the Mortgage Loans to the
Trust;

         NOW, THEREFORE, the parties agree as follows.

                                   ARTICLE I

                                  DEFINITIONS

      Section 1.01. Definitions.

      "Adoption Annex" means Annex I attached hereto.

      Capitalized terms used in this Agreement that are not otherwise defined
have the meanings given to them in the Indenture, and if not defined there, in
the Sale and Servicing Agreement. In addition, Section 1.04 (Rules of
Construction) of the Indenture is incorporated by reference with appropriate
substitution of this Agreement for references in that Section to the Indenture
so that the language of that Section will read appropriately as applying to
this Agreement.



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                                  ARTICLE II

               SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

      Section 2.01. Sale of the Mortgage Loans.

      (a) The Mortgage Loans. Concurrently with the execution and delivery of
this Agreement, the Seller hereby transfers to the Purchaser, without
recourse, all of its right, title and interest existing now or in the future
in,

            (i) each Mortgage Loan, including its Asset Balance (including all
      Additional Balances), the related Mortgage File, all property that
      secures the Mortgage Loan, and all collections received on it after the
      Cut-off Date (excluding payments due by the Cut-off Date);

            (ii) property that secured a Mortgage Loan that is acquired by
      foreclosure or deed in lieu of foreclosure;

            (iii) the Seller's rights under the hazard insurance policies;

            (iv) all rights under any guaranty executed in connection with a
      Mortgage Loan;

            (v) all other assets included or to be included in the Trust for
      the benefit of the Noteholders and the Credit Enhancer; and

            (vi) all proceeds of the foregoing.

      (b) By the sale of the Mortgage Loan and its Additional Balances, the
Seller has sold to the Purchaser, and the Purchaser has purchased from the
Seller, each future draw of new borrowing under the related Credit Line
Agreement. The Purchaser shall pay the Seller for each Additional Balance in
cash in an amount equal to the principal amount of the Additional Balance as
it arises. The Trust, the Seller, and the Purchaser may agree to a netting
arrangement in connection with this transaction, when appropriate, rather than
actually moving cash.

      Section 2.02. Obligations of Seller Upon Sale.

      In connection with any transfer pursuant to Section 2.01, the Seller
further agrees, at its own expense:

      (a) to deliver to the Purchaser by the Closing Date a Mortgage Loan
Schedule containing an accurate list of all Mortgage Loans, specifying for
each Mortgage Loan, among other things, its account number and its Cut-off
Date Asset Balance; and

      (b) to indicate in its books and records that the Mortgage Loans have
been sold to the Indenture Trustee, as assignee of the Purchaser, pursuant to
this Agreement by the Closing Date for the Mortgage Loans.



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      The Mortgage Loan Schedule is Exhibit A to the Sale and Servicing
Agreement and shall also be marked as Schedule I to this Agreement and is
hereby incorporated into this Agreement.

      The Seller agrees to perfect and protect the Purchaser's interest in
each Mortgage Loan and its proceeds by preparing, executing, and filing a
UCC-1 Financing Statement with the Secretary of State in the State of New York
describing the Mortgage Loans and naming the Seller as debtor and the
Purchaser as secured party and indicating that the Mortgage Loans have been
assigned to the Trust and all necessary Continuation Statements and any
additional UCC-1 Financing Statements due to a change in the name or the state
of incorporation of the Seller. The Financing Statement shall be filed by the
Closing Date. This Financing Statement will state in bold-faced type that a
purchase of the Mortgage Loans included in the collateral covered by the
Financing Statement from the debtor will violate the rights of the secured
party and its assignee.

      The Purchaser agrees to perfect and protect the Trust's interest in each
Mortgage Loan and its proceeds by preparing, executing, and filing a UCC-1
Financing Statement with the Secretary of State in the State of Delaware
describing the Mortgage Loans and naming the Purchaser as debtor and the Trust
as secured party (and indicating that the Mortgage Loans have been pledged to
the Indenture Trustee) and all necessary Continuation Statements and any
additional UCC-1 Financing Statements due to a change in the name or the state
of incorporation of the Purchaser. The Financing Statement shall be filed by
the Closing Date. This Financing Statement will state in bold-faced type that
a purchase of the Mortgage Loans included in the collateral covered by the
Financing Statement from the debtor will violate the rights of the secured
party and its assignee.

      In connection with any transfer by the Seller, the Seller shall deliver
to the order of the Purchaser the following documents for each Mortgage Loan
(the "Related Documentation"):

            (i) the original Mortgage Note endorsed in blank or, if the
      original Mortgage Note has been lost or destroyed and not replaced, an
      original lost note affidavit from the Seller stating that the original
      Mortgage Note was lost, misplaced, or destroyed, together with a copy of
      the related Mortgage Note;

            (ii) unless the Mortgage Loan is registered on the MERS(R) System,
      an original assignment of mortgage in blank in recordable form;

            (iii) the original recorded mortgage with evidence of recording on
      it (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) or, if the original recorded mortgage with evidence of
      recording on it cannot be delivered by the Closing Date because of a
      delay caused by the public recording office where the original Mortgage
      has been delivered for recordation or because the original Mortgage has
      been lost, the


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      Seller shall deliver to the Indenture Trustee an accurate copy of the
      mortgage, together with (i) when the delay is caused by the public
      recording office, an Officer's Certificate of the Seller or the
      Purchaser stating that the original mortgage has been dispatched to the
      appropriate public recording official or (ii) when the original mortgage
      has been lost, a certificate by the appropriate county recording office
      where the mortgage is recorded;

            (iv) any original intervening assignments needed for a complete
      chain of title to the Trust with evidence of recording on them, or, if
      any original intervening assignment has not been returned from the
      applicable recording office or has been lost, an accurate copy of it,
      together with (i) when the delay is caused by the public recording
      office, an Officer's Certificate of the Seller or the Purchaser stating
      that the original intervening assignment has been dispatched to the
      appropriate public recording official for recordation or (ii) when the
      original intervening assignment has been lost, a certificate by the
      appropriate county recording office where the mortgage is recorded;

            (v) a title policy for each Mortgage Loan with a Credit Limit in
      excess of $[100,000];

            (vi) the original of any guaranty executed in connection with the
      Mortgage Note;

            (vii) the original of each assumption, modification,
      consolidation, or substitution agreement relating to the Mortgage Loan;
      and

            (viii) any security agreement, chattel mortgage, or equivalent
      instrument executed in connection with the Mortgage.

      The Related Documentation will be delivered:

            (i) no later than the Closing Date, with respect to no less than
      [50]% of the Mortgage Loans,

            (ii) no later than the [twentieth] day after the Closing Date,
      with respect to no less than [40]% of the Mortgage Loans in addition to
      those delivered on the Closing Date, and

            (iii) within [thirty] days following the Closing Date, with
      respect to the remaining Mortgage Loans.

      The Seller confirms to the Purchaser that, as of the Closing Date, it
has caused the portions of the Electronic Ledger relating to the Mortgage
Loans maintained by the Seller to be clearly and unambiguously marked to
indicate that the Mortgage Loans have been sold to the Purchaser, and sold by
the Purchaser to the Trust, and Granted by the Trust to the Indenture Trustee,
and that a purchase of those Mortgage Loans from the Seller or the Purchaser
will


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violate the rights of the Trust, as secured party with respect to those
Mortgage Loans. By the applicable date of substitution, the Seller shall cause
the portions of the Electronic Ledgers relating to the relevant Eligible
Substitute Mortgage Loans, as the case may be, to be clearly and unambiguously
marked, and shall make appropriate entries in its general accounting records,
to indicate that those Mortgage Loans have been transferred to the Trust at
the direction of the Purchaser and that they have been Granted by the Trust to
the Indenture Trustee, and that a purchase of the Mortgage Loans from the
Seller or the Purchaser will violate the rights of the Trust, as secured party
with respect to those Mortgage Loans.

      The Purchaser accepts all right, title, and interest of the Seller
existing now or in the future in the Mortgage Loans and other property
transferred to it pursuant to this Section.

      Notwithstanding the characterization of the Notes as debt for federal,
state, and local income and franchise tax purposes, the transfer of the
Mortgage Loans is a sale by the Seller to the Purchaser of all the Seller's
interest in the Mortgage Loans and other property described above. However, if
the transfer were to be characterized as a transfer for security and not as a
sale, then the Seller hereby Grants to the Purchaser a Security Interest in
all of the Seller's right, title and interest in the Mortgage Loans and other
property described above, whether existing now or in the future, to secure all
of the Seller's obligations under this Agreement; and this Agreement shall
constitute a Security Agreement under applicable law.

      Section 2.03. Payment of Purchase Price for the Mortgage Loans.

      In consideration of the sale of the Mortgage Loans from the Seller to
the Purchaser on the Closing Date, the Purchaser agrees to transfer to the
Seller on the Closing Date the purchase price for the Mortgage Loans provided
in the Adoption Annex.

                                 ARTICLE III

              REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

      Section 3.01. Seller Representations and Warranties.

      The Seller represents and warrants to the Purchaser as of the Closing
Date:

      (a) The Seller is a New York corporation, validly existing and in good
standing under the laws of the State of New York, and has the corporate power
to own its assets and to transact the business in which it is currently
engaged. The Seller is duly qualified to do business as a foreign corporation
and is in good standing in each jurisdiction in which the character of the
business transacted by it or any properties owned or leased by it requires
such qualification and in which the failure so to qualify would have a
material adverse effect on the business, properties, assets, or condition
(financial or other) of the Seller;



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      (b) The Seller has the power and authority to make, execute, deliver,
and perform this Agreement and all of the transactions contemplated by this
Agreement, and has taken all necessary corporate action to authorize the
execution, delivery, and performance of this Agreement. When executed and
delivered, this Agreement will constitute the valid and legally binding
obligation of the Seller enforceable in accordance with its terms;

      (c) The Seller is not required to obtain the consent of any other party
or any consent, license, approval or authorization from, or registration or
declaration with, any governmental authority, bureau, or agency in connection
with the execution, delivery, performance, validity, or enforceability of this
Agreement, except for any consents, licenses, approvals or authorizations, or
registrations or declarations, that have been obtained or filed, as the case
may be, before the Closing Date;

      (d) The execution, delivery, and performance of this Agreement by the
Seller will not violate any provision of any existing law or regulation or any
order or decree of any court applicable to the Seller or any provision of the
certificate of incorporation or bylaws of the Seller, or constitute a material
breach of any mortgage, indenture, contract, or other agreement to which the
Seller is a party or by which the Seller may be bound; and

      (e) No litigation or administrative proceeding of or before any court,
tribunal, or governmental body is currently pending, or to the knowledge of
the Seller threatened, against the Seller or any of its properties or with
respect to this Agreement or the Notes that in the opinion of the Seller has a
reasonable likelihood of resulting in a material adverse effect on the
transactions contemplated by this Agreement.

      The representations and warranties in this Section shall survive the
transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a
breach of any representations and warranties in accordance with the Sale and
Servicing Agreement. The remedy specified in the Sale and Servicing Agreement
shall constitute the sole remedy against the Seller respecting any breach.

      Section 3.02. Seller Representations and Warranties Relating to the
Mortgage Loans.

      The Seller represents and warrants to the Purchaser as of the Cut-off
Date, unless otherwise specifically set forth in this Agreement:

            (i) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution) this
      Agreement constitutes a valid and legally binding obligation of the
      Seller, enforceable against the Seller in accordance with its terms.



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            (ii) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution) either

                  (A) this Agreement constitutes a valid transfer to the
            Purchaser of all right, title, and interest of the Seller in the
            Mortgage Loans, and all collections received on it after the
            Cut-off Date (excluding payments due by the Cut-off Date), all
            proceeds of the Mortgage Loans, and all other property specified
            in Section 2.01(a) or (b) of this Agreement, and the Sale and
            Servicing Agreement constitutes a valid transfer to the Trust of
            the foregoing property and all other property specified in Section
            2.01(a) or (b) of the Sale and Servicing Agreement such that, on
            execution of the Sale and Servicing Agreement, it is owned by the
            Trust free of all liens and other encumbrances, and is part of the
            corpus of the Trust transferred to the Trust by the Purchaser, and
            upon payment for the Additional Balances, this Agreement and the
            Sale and Servicing Agreement will constitute a valid transfer to
            the Trust of all interest of the Seller in the Additional
            Balances, all proceeds of the Additional Balances, and all other
            property specified in Section 2.01(a) of the Sale and Servicing
            Agreement relating to the Additional Balances free of all liens
            and other encumbrances, and the Indenture constitutes a valid
            Grant of a Security Interest to the Indenture Trustee in that
            property, and the Indenture Trustee has a first priority perfected
            Security Interest in the property, subject to the effect of
            Section 9-315 of the UCC with respect to collections on the
            Mortgage Loans that are deposited in the Collection Account in
            accordance with the next to last paragraph of Section 3.02(b) of
            the Sale and Servicing Agreement, or

                  (B) this Agreement or the Sale and Servicing Agreement, as
            appropriate, constitutes a Grant of a Security Interest to the
            Owner Trustee on behalf of the Trust and the Indenture constitutes
            a Grant of a Security Interest to the Indenture Trustee in the
            property described in clause (A) above. If this Agreement and the
            Sale and Servicing Agreement constitute the Grant of a Security
            Interest to the Trust and the Indenture constitutes a Grant of a
            Security Interest to the Indenture Trustee in such property, the
            Indenture Trustee will have a first priority perfected Security
            Interest in the property, subject to the effect of Section 9-315
            of the UCC with respect to collections on the Mortgage Loans that
            are deposited in the Collection Account in accordance with the
            next to last paragraph of Section 3.02(b) of the Sale and
            Servicing Agreement. This Security Interest is enforceable as such
            against creditors of and purchasers from the Trust, the Purchaser,
            and the Seller.



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            (iii) The Seller has not authorized the filing of and is not aware
      of any financing statements against the Seller that include a
      description of collateral covering the Collateral other than any
      financing statement (A) relating to the Security Interests granted to
      the Depositor, the Trust, or the Indenture Trustee hereunder, pursuant
      to the Sale and Servicing Agreement or pursuant to the Indenture, (B)
      that has been terminated, or (C) that names the Depositor, the Trust, or
      the Indenture Trustee as secured party.

            (iv) As of the Closing Date, the information in the Mortgage Loan
      Schedule for the Mortgage Loans is correct in all material respects. As
      of the applicable date of substitution for an Eligible Substitute
      Mortgage Loan, the information with respect to the Eligible Substitute
      Mortgage Loan in the Mortgage Loan Schedule is correct in all material
      respects. As of the date any Additional Balance is created, the
      information as to the Mortgage Loan identification number and the
      Additional Balance of that Mortgage Loan reported for inclusion in the
      Mortgage Loan Schedule is correct in all material respects.

            (v) The Mortgage Loans have not been assigned or pledged, and the
      Seller is their sole owner and holder free of any liens, claims,
      encumbrances, participation interests, equities, pledges, charges, or
      Security Interests of any nature, and has full authority, under all
      governmental and regulatory bodies having jurisdiction over the
      ownership of the Mortgage Loans, to transfer them pursuant to this
      Agreement.

            (vi) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), the
      related Mortgage Note and the mortgage for each Mortgage Loan have not
      been assigned or pledged, and immediately before the sale of the
      Mortgage Loans to the Purchaser, the Seller was the sole owner and
      holder of the Mortgage Loan free of any liens, claims, encumbrances,
      participation interests, equities, pledges, charges, or Security
      Interests of any nature, and has full authority, under all governmental
      and regulatory bodies having jurisdiction over the ownership of the
      Mortgage Loans, to transfer it pursuant to this Agreement.

            (vii) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), the
      related mortgage is a valid and subsisting first or second lien on the
      property described in it, as shown on the Mortgage Loan Schedule, and as
      of the Cut-off Date or date of substitution, as applicable, the related
      Mortgaged Property is free of all encumbrances and liens having priority
      over the first or second lien, as applicable, of the mortgage except for
      liens for

                  (A) real estate taxes and special assessments not yet
            delinquent;

                  (B) any first mortgage loan secured by the Mortgaged
            Property and specified on the Mortgage Loan Schedule;



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                  (C) covenants, conditions and restrictions, rights of way,
            easements, and other matters of public record as of the date of
            recording that are acceptable to mortgage lending institutions
            generally; and

                  (D) 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 the mortgage.

            (viii) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), no
      obligor has a valid offset, defense, or counterclaim under any Credit
      Line Agreement or mortgage.

            (ix) To the best knowledge of the Seller, as of the Closing Date
      (or, with respect to any Eligible Substitute Mortgage Loan, the
      applicable date of substitution), no related Mortgaged Property has any
      delinquent recording or other tax or fee or assessment lien against it.

            (x) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), no
      proceeding is pending or, to the best knowledge of the Seller,
      threatened for the total or partial condemnation of the related
      Mortgaged Property, and the property is free of material damage and is
      in good repair.

            (xi) To the best knowledge of the Seller, as of the Closing Date
      (or, with respect to any Eligible Substitute Mortgage Loan, the
      applicable date of substitution), no mechanics' or similar liens or
      claims have been filed for work, labor, or material affecting the
      related Mortgaged Property that are, or may be, liens prior or equal to
      the lien of the related mortgage, except liens that are fully insured
      against by the title insurance policy referred to in clause (xv).

            (xii) No Minimum Monthly Payment on a Mortgage Loan being
      transferred on the Closing Date is more than 59 days delinquent
      (measured on a contractual basis) and no Minimum Monthly Payment on any
      other Mortgage Loan subsequently being transferred is more than 30 days
      delinquent (measured on a contractual basis) on the relevant transfer
      date and for each Loan Group no more than the applicable percentage of
      the Mortgage Loans in that Loan Group specified in the Adoption Annex
      being transferred on the Closing Date (by Cut-off Date Loan Balance)
      were 30-59 days delinquent (measured on a contractual basis).

            (xiii) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), for each
      Mortgage Loan, the related Mortgage File contains each of the documents
      specified to be included in it.

            (xiv) At origination, each Mortgage Loan and the related Mortgage
      Note complied in all material respects with applicable state and federal
      laws, including all


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      applicable predatory and abusive lending laws, usury, truth-in-lending,
      real estate settlement procedures, consumer credit protection, equal
      credit opportunity, or disclosure laws applicable to the Mortgage Loan,
      and the servicing practices used by the Master Servicer with respect to
      each Mortgage Loan have been consistent with the practices and the
      degree of skill and care the Master Servicer exercises in servicing for
      itself loans that it owns that are comparable to the Mortgage Loans.

            (xv) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), no
      Mortgage Loan is classified as (1) a "high cost" loan under the Home
      Ownership and Equity Protection Act of 1994 or (2) a "high cost,"
      "threshold," "covered," "predatory," or similar loan under any other
      applicable state, federal, or local law that applies to mortgage loans
      (or a similar 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, or
      fees).

            (xvi) [As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), no
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and no
      Mortgage Loan originated on or after October 1, 2002 through March 6,
      2003 is governed by the Georgia Fair Lending Act; and "High Cost Loan"
      and "Covered Loan" have the meaning assigned to them in the Standard &
      Poor's LEVELS(R) Glossary [attached as Schedule II].]

            (xvii) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), either a
      lender's title insurance policy binder was issued or guaranty of title
      customary in the relevant jurisdiction was obtained, on the date of
      origination of the Mortgage Loan being transferred on the relevant date
      and each policy is valid and remains in full force.

            (xviii) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), none of
      the Mortgaged Properties is a mobile home or a manufactured housing unit
      that is not considered or classified as part of the real estate under
      the laws of the jurisdiction in which it is located.

            (xix) No more than the percentage specified in the Adoption Annex
      of the Mortgage Loans in each Loan Group, by aggregate principal balance
      of the related Mortgage Loans, are secured by Mortgaged Properties
      located in one United States postal zip code.

            (xx) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), the
      Combined Loan-to-Value Ratio for each Mortgage Loan in each Loan Group
      was not in excess of the percentage specified in the Adoption Annex.



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            (xxi) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), no
      selection procedure reasonably believed by the Seller to be adverse to
      the interests of the Transferor, the Noteholders, or the Credit Enhancer
      was used in selecting the Mortgage Loans.

            (xxii) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), the
      Seller has not transferred the Mortgage Loans to the Trust with any
      intent to hinder, delay, or defraud any of its creditors.

            (xxiii) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), the
      Minimum Monthly Payment with respect to any Mortgage Loan is not less
      than the interest accrued at the applicable Loan Rate on the average
      daily Asset Balance during the interest period relating to the date on
      which the Minimum Monthly Payment is due.

            (xxiv) The Mortgage Notes constitute either "instruments" or
      "general intangibles" as defined in the UCC.

            (xxv) By the Closing Date, the Sponsor will file a UCC-1
      financing statement in the proper filing office in the appropriate
      jurisdiction to perfect the Security Interest in the Collateral Granted
      hereunder.

            (xxvi) The Mortgage Notes that constitute or evidence the
      Collateral do not have any marks or notations indicating that they have
      been pledged, assigned, or otherwise transferred to any person other
      than the Purchaser, the Trust, or the Indenture Trustee. All financing
      statements filed or to be filed against the Seller in favor of the
      Purchaser, the Trust, or the Indenture Trustee in connection with this
      Agreement, the Sale and Servicing Agreement, or the Indenture describing
      the Collateral contain a statement to the following effect: "A purchase
      of the Mortgage Loans included in the collateral covered by this
      financing statement will violate the rights of the Purchaser, the Trust,
      or the Indenture Trustee."

            (xxvii) As of the Closing Date, the Seller will have received a
      written acknowledgement from the Custodian that is acting solely as
      agent of the Indenture Trustee.

            (xxviii) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), each
      Credit Line Agreement and each Mortgage Loan is an enforceable
      obligation of the related mortgagor.

            (xxix) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), the
      Seller has not received a notice of default of any senior mortgage loan
      related to a Mortgaged Property that has not been cured by a party other
      than the Master Servicer.


                                      13
<PAGE>

            (xxx) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), the
      definition of "prime rate" in each Credit Line Agreement relating to a
      Mortgage Loan does not differ materially from the definition of "Index"
      in the Sale and Servicing Agreement.

            (xxxi) The weighted average remaining term to maturity of the
      Mortgage Loans in each Loan Group on a contractual basis as of the
      Cut-off Date is approximately the number of months specified for that
      Loan Group in the Adoption Annex. On each date that the Loan Rates have
      been adjusted, interest rate adjustments on the Mortgage Loans were made
      in compliance with the related mortgage and Mortgage Note and applicable
      law. Over the term of each Mortgage Loan, the Loan Rate may not exceed
      the related Loan Rate Cap. The Loan Rate Cap for the Mortgage Loans
      ranges between the percentages specified in the Adoption Annex for that
      Loan Group and the weighted average Loan Rate Cap is approximately the
      percentage specified in the Adoption Annex for that Loan Group. The
      Gross Margins for the Mortgage Loans in each Loan Group range between
      the percentages specified in the Adoption Annex for that Loan Group and
      the weighted average Gross Margin is approximately the percentage
      specified in the Adoption Annex for that Loan Group as of the Cut-off
      Date. The Loan Rates on the Mortgage Loans in each Loan Group range
      between the percentages specified in the Adoption Annex for that Loan
      Group and the weighted average Loan Rate on the Mortgage Loans is
      approximately the percentage specified in the Adoption Annex for that
      Loan Group. All of the Mortgage Loans in the Loan Group specified in the
      Adoption Annex conform to Fannie Mae or Freddie Mac maximum principal
      balance (by credit limit) guidelines.

            (xxxii) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), each
      Mortgaged Property consists of a single parcel of real property with a
      one-to-four unit single family residence erected on it, or an individual
      condominium unit, planned unit development unit, or townhouse.

            (xxxiii) No more than the percentage specified in the Adoption
      Annex (by Cut-off Date Loan Balance) for each Loan Group of the Mortgage
      Loans in the related Loan Group are secured by real property improved by
      individual condominium units, units in planned unit developments,
      townhouses or two-to-four family residences erected on them, and at
      least the percentage specified in the Adoption Annex (by Cut-off Date
      Loan Balance) for each Loan Group of the Mortgage Loans in the related
      Loan Group are secured by real property with a detached one-family
      residence erected on them;

            (xxxiv) The Credit Limits on the Mortgage Loans in each Loan
      Group range between approximately the dollar amounts specified in the
      Adoption Annex for that


                                      14
<PAGE>

      Loan Group with an average of approximately the dollar amount specified
      in the Adoption Annex for that Loan Group. As of the Cut-off Date, no
      Mortgage Loan in either Loan Group had a principal balance in excess of
      approximately the dollar amount specified in the Adoption Annex for that
      Loan Group and the average principal balance of the Mortgage Loans in
      each Loan Group is equal to approximately the dollar amounts specified
      in the Adoption Annex for that Loan Group.

            (xxxv) Approximately the percentages specified in the Adoption
      Annex of the Mortgage Loans, by aggregate principal balance as of the
      Cut-off Date, are secured by first and second liens.

            (xxxvi) As of the Closing Date, no more than the percentage
      specified in the Adoption Annex for each Loan Group of the Mortgage
      Loans in the related Loan Group, by aggregate principal balance, were
      appraised electronically.

            (xxxvii) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), no
      default exists under any Mortgage Note or Mortgage Loan and no event
      that, with the passage of time or with notice and the expiration of any
      grace or cure period, would constitute a default under any Mortgage Note
      or Mortgage Loan has occurred and been waived. As of the Closing Date
      (or, with respect to any Eligible Substitute Mortgage Loan, the
      applicable date of substitution), no modifications to the Mortgage Notes
      and Mortgage Loans have been made and not disclosed.

            (xxxviii) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), each
      Mortgage Loan was originated in accordance with the Sponsor's
      underwriting guidelines and the Sponsor had no knowledge of any fact
      that would have caused a reasonable originator of mortgage loans to
      conclude on the date of origination of each Mortgage Loan that each such
      Mortgage Loan would not be paid in full when due.

            (xxxix) To the best knowledge of the Seller at the time of
      origination of each Mortgage Loan, no improvement located on or being
      part of the Mortgaged Property was in violation of any applicable zoning
      and subdivision laws or ordinances.

            (xl) As of the Closing Date (or, with respect to any Eligible
      Substitute Mortgage Loan, the applicable date of substitution), 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.

            (xli) Based on the drawn balances of the Mortgage Loans, the
      Mortgage Loans had the characteristics set out in the Adoption Annex for
      each Loan Group in respect of the following: weighted average Combined
      Loan-to-Value Ratio; range of Combined Loan-to-Value Ratios; percentage
      of primary residences; weighted average FICO score;


                                      15
<PAGE>

      range of FICO scores; Weighted Average Net Loan Rate; range of net Loan
      Rates; weighted average original stated term to maturity; range of
      original term to maturity; range of remaining term to maturity; average
      drawn balance; weighted average utilization ratio; percentage of the
      Mortgage Loans which have their respective Mortgaged Properties located
      in the top five states, measured by aggregate drawn balances.

            (xlii) Any Mortgage Loan that has been modified in any manner has
      been so modified in accordance with the policies and procedures of the
      Master Servicer and in a manner that was permitted by the Sale and
      Servicing Agreement, the Indenture, and any other Transaction Document.

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

            (xliv) At the time each Mortgage Loan was originated, the Sponsor
      was, and the Sponsor 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.

            (xlv) 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 principal balance of the
      related Mortgage Loan as of the Cut-off Date 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
      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 Sponsor and
      successor owners of indebtedness secured by the insured Mortgage, as to
      the first priority lien, of the Mortgage subject to the exceptions in
      paragraph (vii) above.

            (xlvi) At the Cut-off Date, the improvements on 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 the 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 the policy will be sufficient to prevent the
      Mortgagor or the mortgagee from becoming a co-insurer. If the Mortgaged
      Property is a condominium unit, it is included under the coverage
      afforded


                                      16
<PAGE>

      by a blanket policy for the condominium unit. All such individual
      insurance policies and all flood policies referred to in item (xlv)
      below contain a standard mortgagee clause naming the Sponsor or the
      original mortgagee, and its successors in interest, as mortgagee, and
      the Sponsor 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 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 expense and to seek reimbursement therefor
      from the Mortgagor.

            (xlvii) 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 the 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.

            (xlviii) Each Mortgage Note and the related Mortgage are genuine,
      and each is the valid and legally binding obligation of its maker,
      enforceable in accordance with its terms and under applicable law,
      except that (a) its enforceability 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 the Sponsor'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.

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

            (l) To the best of the Sponsor'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 the Mortgaged Property, and
      no improvements on adjoining properties encroach on the Mortgaged
      Property.

            (li) To the best of the Sponsor's knowledge, all inspections,
      licenses, and certificates required to be made or issued with respect to
      all occupied portions of the


                                      17
<PAGE>

      Mortgaged Property and, with respect to the use and occupancy of the
      same, including certificates of occupancy and fire underwriting
      certificates, have been made or obtained from the appropriate
      authorities, unless their lack would not have a material adverse effect
      on the value of the Mortgaged Property, and the Mortgaged Property is
      lawfully occupied under applicable law.

            (lii) Each Mortgage contains customary and enforceable provisions
      that render the rights and remedies of its holder adequate for the
      realization against the Mortgaged Property of the benefits of the
      security intended to be provided by it, including, (i) in the case of a
      Mortgage designated as a deed of trust, by trustee's sale, and (ii)
      otherwise by judicial foreclosure.

            (liii) Before the approval of the Mortgage Loan application, an
      appraisal of the related Mortgaged Property was obtained from a
      qualified appraiser, duly appointed by the Sponsor, who had no interest,
      direct or indirect, in the Mortgaged Property or in any loan secured by
      the Mortgaged Property, and whose compensation is not affected by the
      approval or disapproval of the Mortgage Loan.

            (liv) 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 Period of the first installment of
      principal and interest and taxes and insurance payments, the Sponsor 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.

            (lv) As of the Closing Date, no foreclosure proceedings are
      pending against the Mortgaged Property and the Mortgage Loan is not
      subject to any pending bankruptcy or insolvency proceeding.

            (lvi) There is no homestead exemption available and enforceable
      that materially interferes with the right to sell the related Mortgaged
      Property at a trustee's sale or the right to foreclose the related
      Mortgage.

            (lvii) No Mortgage Loan is covered by the Home Ownership and Equity
      Protection Act of 1994.

            (lviii) No Mortgage Loan originated on or after October 1, 2002 and
      before March 7, 2003 is secured by Mortgaged Property located in the
      State of Georgia.

            (lix) No proceeds from any Mortgage Loan were used to finance
      single-premium credit insurance policies.

            (lx) No subprime Mortgage Loan originated on or after October 1,
      2002 will impose a prepayment premium after the third anniversary of the
      Mortgage Loan. No subprime Mortgage Loan originated before October 1,
      2002, and no non-subprime


                                      18
<PAGE>

      Mortgage Loan, will impose a prepayment penalty after the fifth
      anniversary of the Mortgage Loan.

            (lxi) The servicer for each Mortgage Loan has fully furnished, 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, on a monthly basis.

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

            (lxiii) To the Seller's knowledge, the transfer of the Mortgage
      Loans by the Seller pursuant to this Agreement is not subject to, and
      will not result in any, tax, fee, or governmental charge payable by the
      Seller, the Purchaser, the Trust, or the Indenture trustee to any
      federal, state, or local government other than those that have or will
      be paid by the Seller as due.

      If the substance of any representation or warranty under the Sale and
Servicing Agreement or in this Section made to the best of the Seller's
knowledge or as to which the Seller has no knowledge is inaccurate and the
inaccuracy materially and adversely affects the interest of the Purchaser or
its assignee in the related Mortgage Loan, then, notwithstanding that the
Seller did not know the substance of the representation and warranty was
inaccurate at the time the representation or warranty was made, the inaccuracy
shall be a breach of the applicable representation or warranty and the Seller
shall cure the breach, repurchase the Mortgage Loan, or substitute for the
Mortgage Loan in accordance with the Sale and Servicing Agreement.

      The representations and warranties in this Section shall survive the
transfer and assignment of the Mortgage Loans to the Purchaser. The sole
remedy of the Purchaser, the Noteholders, the Indenture Trustee on behalf of
Noteholders, and the Credit Enhancer against the Seller for the breach of a
representation or warranty is the Seller's obligation to accept a transfer of
a Mortgage Loan as to which a breach has occurred and is continuing and to
make any required deposit in the Collection Account or to substitute an
Eligible Substitute Mortgage Loan.

      The Purchaser acknowledges that the Seller, as Master Servicer, in its
sole discretion, may purchase for its own account from the Trust any Mortgage
Loan that is 151 days or more delinquent. The price for any Mortgage Loan
purchased shall be calculated in the same manner as in Section 3.06 of the
Sale and Servicing Agreement and shall be deposited in the Collection Account.
When it receives a certificate from the Master Servicer in the form of Exhibit
D to the Sale and Servicing Agreement, the Trust shall release to the
purchaser of the Mortgage Loan the related Mortgage File and shall execute and
deliver any instruments of transfer prepared by the purchaser of the Mortgage
Loan, without recourse, necessary to vest in the purchaser of the


                                      19
<PAGE>

Mortgage Loan any Mortgage Loan released pursuant to this Agreement, and the
purchaser of the Mortgage Loan shall succeed to all the Trust's interest in
the Mortgage Loan and all security and documents. This assignment shall be an
assignment outright and not for security. The purchaser of the Mortgage Loan
shall then own the Mortgage Loan, and all security and documents, free of any
further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the
Transferor, the Credit Enhancer, or the Noteholders with respect to it.

                                  ARTICLE IV

                              SELLER'S COVENANTS

      Section 4.01. Covenants of the Seller.

      Except for the transfer under this Agreement, the Seller will not
transfer to any other person, or create or suffer to exist any Lien on any
Mortgage Loan, or any interest in one; the Seller will notify the Indenture
Trustee of the existence of any Lien on any Mortgage Loan immediately on its
discovery; and the Seller will defend the right, title and interest of the
Trust and the Indenture Trustee in the Mortgage Loans against all claims of
third parties claiming through the Seller. Nothing in this Section shall
prohibit the Seller from suffering to exist on any of the Mortgage Loans any
Liens for municipal or other local taxes and other governmental charges if
they are not due at the time or if the Seller is contesting their validity in
good faith by appropriate proceedings and set aside on its books adequate
reserves with respect to them.

                                  ARTICLE V

                                   SERVICING

      Section 5.01. Servicing.

      The Seller will be the Master Servicer of the Mortgage Loans pursuant to
the Sale and Servicing Agreement.

                                  ARTICLE VI

                                  TERMINATION

      Section 6.01. Termination.

      The respective obligations of the Seller and the Purchaser created by
this Agreement shall terminate when the Indenture terminates in accordance
with its terms.



                                      20
<PAGE>

                                 ARTICLE VII

                           MISCELLANEOUS PROVISIONS

      Section 7.01. Amendment.

      This Agreement may be amended from time to time by the Seller and the
Purchaser, with the written consent of the Credit Enhancer by written
agreement signed by the Seller and the Purchaser.

      Section 7.02. Governing Law.

      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS PROVISIONS THAT WOULD
RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER STATE.

      Section 7.03. Notices.

      All notices, demands, instructions, consents, and other communications
required or permitted under this Agreement shall be in writing and signed by
the party giving the same and shall be personally delivered or sent by first
class or express mail (postage prepaid), national overnight courier service,
or by facsimile transmission or other electronic communication device capable
of transmitting or creating a written record (confirmed by first class mail)
and shall be considered to be given for purposes of this Agreement on the day
that the writing is delivered when personally delivered or sent by facsimile
or overnight courier or three Business Days after it was sent to its intended
recipient if sent by first class mail. A facsimile has been delivered when the
sending machine issues an electronic confirmation of transmission. Unless
otherwise specified in a notice sent or delivered in accordance with the
provisions of this Section, notices, demands, instructions, consents, and
other communications in writing shall be given to or made on the respective
parties at their respective addresses indicated below:

            (i)   if to the Seller at:

                  [Countrywide Home Loans, Inc.
                  4500 Park Granada
                  Calabasas, CA 91302]
                  Ref: CWHEQ 200_-_
and

            (ii)  if to the Purchaser at:

                   CWHEQ, Inc.
                   4500 Park Granada
                   Calabasas, CA 91302
                   Ref: CWHEQ 200_-_



                                      21
<PAGE>

      Section 7.04. Severability of Provisions.

      Any provisions of this Agreement that are held invalid for any reason or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of the invalidity or unenforceability without
invalidating the remaining provisions of this Agreement, and the prohibition
or unenforceability in a jurisdiction shall not invalidate or render
unenforceable that provision in any other jurisdiction.

      Section 7.05. Counterparts.

      This Agreement may be executed in any number of copies, and by the
different parties on the same or separate counterparts, each of which shall be
considered to be an original instrument.

      Section 7.06. Further Agreements.

      The Purchaser and the Seller each agree to execute and deliver to the
other any additional documents appropriate to effectuate the purposes of this
Agreement or in connection with the issuance of the Notes.

      Section 7.07. Successors and Assigns: Assignment of Purchase Agreement.

      This Agreement shall bind and inure to the benefit of and be enforceable
by the Seller, the Purchaser, the Trust, the Indenture Trustee, and the Credit
Enhancer. The obligations of the Seller under this Agreement cannot be
assigned or delegated to a third party without the consent of the Purchaser
and the Credit Enhancer, except that the Seller may assign its obligations
under this Agreement to any person into which the Seller is merged or any
corporation resulting from any merger, conversion, or consolidation to which
the Seller is a party or any person succeeding to the business of the Seller.
The Purchaser is acquiring the Mortgage Loans to further transfer them to the
Trust, and the Trust will Grant a Security Interest in them to the Indenture
Trustee under the Indenture pursuant to which the Trust will issue a series of
Notes secured by the Mortgage Loans. As an inducement to the Purchaser to
purchase the Mortgage Loans, the Seller consents to the assignment by the
Purchaser to the Trust, and by the Trust to the Indenture Trustee of all of
the Purchaser's rights against the Seller under this Agreement insofar as they
relate to Mortgage Loans transferred to the Trust and to the enforcement or
exercise of any right against the Seller pursuant to this Agreement by the
Indenture Trustee under the Sale and Servicing Agreement and the Indenture.
Enforcement of a right by the Indenture Trustee shall have the same effect as
if the right had been exercised by the Purchaser directly.

      Section 7.08. Survival.

      The representations and warranties in Article III shall survive the
purchase of the Mortgage Loans.




                                      22
<PAGE>

      IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Agreement to be duly executed by their respective officers as of the day and
year first above written.


                                        CWHEQ, INC.
                                          Purchaser


                                        By: ___________________________________
                                            Name:
                                            Title:


                                        [COUNTRYWIDE HOME LOANS, INC.]
                                          Seller


                                        By: ___________________________________
                                            Name:
                                            Title:








                                      23
<PAGE>


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




      On the _____ day of _________, 200_ before me, a Notary Public in and
for said State, personally appeared ____________ known to me to be a
_______________ of CWHEQ, Inc., the corporation that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said 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





                                      24
<PAGE>


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




      On the ____ day of ____________, 200_ before me, _______________ of
[Countrywide Home Loans, Inc.], personally appeared, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity on behalf of which the person acted,
executed the 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





                                      25
<PAGE>

                                                                    SCHEDULE I

                                  SCHEDULE OF
                                MORTGAGE LOANS


                   [Delivered to the Indenture Trustee only]


                                   Sch-I-1

<PAGE>


                                                                   SCHEDULE II

                      [STANDARD & POOR'S LEVELS GLOSSARY]






                                   Sch-II-1


<PAGE>


                                                                       ANNEX I

                                ADOPTION ANNEX

            The items referred to in the representations and warranties in
Section 3.02 are:

            (xii) ____% and ____% of the Mortgage Loans in Loan Group [1] and
Loan Group [2], respectively, being transferred on the relevant date (by
Cut-off Date Loan Balance) were 30-59 days delinquent (measured on a
contractual basis).

            (xix) As of the Cut-off Date no more than _____% and _____%of the
Mortgage Loans in Loan Group [1] and Loan Group [2], respectively, by
aggregate principal balance, are secured by Mortgaged Properties located in
one United States postal zip code.

            (xx) The Combined Loan-to-Value Ratio for each Mortgage Loan was
not in excess of [100]%.

            (xxxi) The weighted average remaining term to maturity of the
Mortgage Loans on a contractual basis as of the Cut-off Date is approximately
____ and ____ months with respect to the Mortgage Loans in Loan Group [1] and
Loan Group [2], respectively. The Loan Rate Caps for the Mortgage Loans range
between _______% and _______% and _______% and _______% with respect to the
Mortgage Loans in Loan Group [1] and Loan Group [2], respectively, and the
weighted average Loan Rate Cap is approximately _______% and _______%, with
respect to the Mortgage Loans in Loan Group [1] and Loan Group [2],
respectively. The Gross Margins for the Mortgage Loans range between _______%
and _______% and _______% and _______% with respect to the Mortgage Loans in
Loan Group [1] and Loan Group [2], respectively, and the weighted average
Gross Margin is approximately _______% and _______% as of the Cut-off Date for
the Mortgage Loans in Loan Group [1] and Loan Group [2], respectively. The
Loan Rates on the Mortgage Loans range between _______% and _______% and
_______% and _______% with respect to the Mortgage Loans in Loan Group [1] and
Loan Group [2], respectively, and the weighted average Loan Rate on the
Mortgage Loans is approximately _______% and _______% with respect to the
Mortgage Loans in Loan Group [1] and Loan Group [2], respectively. As of the
Cut-off Date, [100]% and [0]% of the Mortgage Loans in Loan Group [1] and Loan
Group [2], respectively, by aggregate principal balance, have original
principal balances (by credit limit) that conform to Fannie Mae or Freddie Mac
guidelines.

            (xxxiii) No more than _______% and _______% (by Cut-off Date Loan
Balance) of the Mortgage Loans in Loan Group [1] and Loan Group [2],
respectively, are secured by real property improved by individual condominium
units, units in planned unit developments, townhouses, or two-to-four family
residences erected on them, and at least _______% and _______% (by Cut-off
Date Loan Balance) of the Mortgage Loans in Loan



                                      Ann-I-1

<PAGE>

Group [1] and Loan Group [2], respectively, are secured by real property with
a detached one-family residence erected on them.

            (xxxiv) The Credit Limits on the Mortgage Loans range between
approximately $_______ and $_______ and $_______ and $_______ with an average
of approximately $_______ and $_______ with respect to the Mortgage Loans in
Loan Group [1] and Loan Group [2], respectively. As of the Cut-off Date, no
Mortgage Loan had a principal balance in excess of approximately $_______ and
$_______ and the average principal balance of the Mortgage Loans is equal to
approximately $_______ and $_______ with respect to the Mortgage Loans in Loan
Group [1] and Loan Group [2], respectively.

            (xxxv) Approximately [0]% and [100]% of the Mortgage Loans of each
Loan Group, by aggregate principal balance as of the Cut-off Date for the
Mortgage Loans, are first and second liens, respectively.

            (xxxvi) As of the Closing Date, no more than ____% and ____% of
the Mortgage Loans in Loan Group [1] and Loan Group [2], respectively, by
aggregate principal balance, were appraised electronically.

            (xli) As of the Cut-off Date (based upon the drawn balances), the
Mortgage Loans had a weighted average Combined Loan-to-Value Ratio of ____ %
and ____ %; a range of Combined Loan-to-Value Ratios between ____ % and
[100.00]% and ____% and [100.00]%; a percentage of primary residences of ____
% and ____ %; a weighted average FICO score of ____ and ____; a range of FICO
scores between ____ and ____ and ____ and ____; a Weighted Average Net Loan
Rate of _____% and _____%; a range of net Loan Rates between _____% and _____%
and _____% and _____%; a weighted average original stated term to maturity of
____ and ____ months; a range of original term to maturity between [120] and
[360] months and [120] and [360] months; a range of remaining term to maturity
between ____ and ____ months and ____ and ____ months; an average drawn
balance of $57,701 and $64,777; a weighted average utilization ratio of _____%
and _____%; and _____% and _____% of the Mortgage Loans have their respective
Mortgaged Properties located in the top five states, measured by aggregate
drawn balances, all with respect to the Mortgage Loans in Loan Group [1] and
Loan Group [2], respectively.



                                      Ann-I-2