Exhibit 4.1


                                                                EXECUTION COPY

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






                                 CWABS, INC.,
                                   Depositor

                         COUNTRYWIDE HOME LOANS, INC.,
                                    Seller

                               PARK MONACO INC.,
                                    Seller

                               PARK SIENNA LLC,
                                    Seller

                     COUNTRYWIDE HOME LOANS SERVICING LP,
                                Master Servicer

                                      and


                             THE BANK OF NEW YORK,
                                    Trustee



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

                        POOLING AND SERVICING AGREEMENT

                         Dated as of September 1, 2005

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

                   ASSET-BACKED CERTIFICATES, SERIES 2005-12

<PAGE>

<TABLE>
<CAPTION>
                                                Table of Contents
                                                -----------------

                                                                                                            Page
                                                                                                            ----


                                                    ARTICLE I.
                                                   DEFINITIONS

<S>            <C>
Section 1.01   Defined Terms..................................................................................11
Section 1.02   Certain Interpretive Provisions................................................................57

                                                   ARTICLE II.
                                CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                                                    WARRANTIES

Section 2.01   Conveyance of Mortgage Loans...................................................................57
Section 2.02   Acceptance by Trustee of the Mortgage Loans....................................................65
Section 2.03   Representations, Warranties and Covenants of the Master Servicer and the Sellers...............70
Section 2.04   Representations and Warranties of the Depositor................................................89
Section 2.05   Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases................90
Section 2.06   Authentication and Delivery of Certificates....................................................91
Section 2.07   Covenants of the Master Servicer...............................................................91

                                                   ARTICLE III.
                                  ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01   Master Servicer to Service Mortgage Loans......................................................91
Section 3.02   Subservicing; Enforcement of the Obligations of Master Servicer................................93
Section 3.03   Rights of the Depositor, the Sellers, the Certificateholders, the NIM Insurer, the
               Class 2-A-3 Insurer and the Trustee in Respect of the Master Servicer..........................94
Section 3.04   Trustee to Act as Master Servicer..............................................................95
Section 3.05   Collection of Mortgage Loan Payments; Certificate Account; Distribution Account;
               Pre-Funding Account; Seller Shortfall Interest Requirement.....................................95
Section 3.06   Collection of Taxes, Assessments and Similar Items; Escrow Accounts............................99
Section 3.07   Access to Certain Documentation and Information Regarding the Mortgage Loans...................99
Section 3.08   Permitted Withdrawals from the Certificate Account, Distribution Account, Carryover
               Reserve Fund and the Principal Reserve Fund...................................................100
Section 3.09   [Reserved]....................................................................................102
Section 3.10   Maintenance of Hazard Insurance...............................................................102
Section 3.11   Enforcement of Due-On-Sale Clauses; Assumption Agreements.....................................103
Section 3.12   Realization Upon Defaulted Mortgage Loans; Determination of Excess Proceeds and
               Realized Losses; Repurchase of Certain Mortgage Loans.........................................104
Section 3.13   Trustee to Cooperate; Release of Mortgage Files...............................................108



                                                        i
<PAGE>

Section 3.14   Documents, Records and Funds in Possession of Master Servicer to be Held for the
               Trustee.......................................................................................109
Section 3.15   Servicing Compensation........................................................................110
Section 3.16   Access to Certain Documentation...............................................................110
Section 3.17   Annual Statement as to Compliance.............................................................110
Section 3.18   Annual Independent Public Accountants' Servicing Statement; Financial Statements..............111
Section 3.19   The Corridor Contracts........................................................................111
Section 3.20   Prepayment Charges............................................................................112

                                                   ARTICLE IV.
                                DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01   Advances; Remittance Reports..................................................................113
Section 4.02   Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls.........114
Section 4.03   [Reserved]....................................................................................115
Section 4.04   Distributions.................................................................................115
Section 4.05   Monthly Statements to Certificateholders......................................................124
Section 4.06   Class 2-A-3 Policy; Rights of the Class 2-A-3 Insurer.........................................127
Section 4.07   Carryover Reserve Fund........................................................................130
Section 4.08   Credit Comeback Excess Account................................................................131

                                                    ARTICLE V.
                                                 THE CERTIFICATES

Section 5.01   The Certificates..............................................................................132
Section 5.02   Certificate Register; Registration of Transfer and Exchange of Certificates...................133
Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates.............................................137
Section 5.04   Persons Deemed Owners.........................................................................138
Section 5.05   Access to List of Certificateholders' Names and Addresses.....................................138
Section 5.06   Book-Entry Certificates.......................................................................138
Section 5.07   Notices to Depository.........................................................................139
Section 5.08   Definitive Certificates.......................................................................139
Section 5.09   Maintenance of Office or Agency...............................................................140

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

Section 6.01   Respective Liabilities of the Depositor, the Master Servicer and the Sellers..................140
Section 6.02   Merger or Consolidation of the Depositor, the Master Servicer or the Sellers..................140
Section 6.03   Limitation on Liability of the Depositor, the Sellers, the Master Servicer, the NIM
               Insurer and Others............................................................................141
Section 6.04   Limitation on Resignation of Master Servicer..................................................142



                                                       ii
<PAGE>

Section 6.05   Errors and Omissions Insurance; Fidelity Bonds................................................142

                                                   ARTICLE VII.
                                     DEFAULT; TERMINATION OF MASTER SERVICER

Section 7.01   Events of Default.............................................................................142
Section 7.02   Trustee to Act; Appointment of Successor......................................................144
Section 7.03   Notification to Certificateholders............................................................146

                                                  ARTICLE VIII.
                                              CONCERNING THE TRUSTEE

Section 8.01   Duties of Trustee.............................................................................146
Section 8.02   Certain Matters Affecting the Trustee.........................................................147
Section 8.03   Trustee Not Liable for Mortgage Loans.........................................................148
Section 8.04   Trustee May Own Certificates..................................................................149
Section 8.05   Master Servicer to Pay Trustee's Fees and Expenses............................................149
Section 8.06   Eligibility Requirements for Trustee..........................................................149
Section 8.07   Resignation and Removal of Trustee............................................................150
Section 8.08   Successor Trustee.............................................................................151
Section 8.09   Merger or Consolidation of Trustee............................................................151
Section 8.10   Appointment of Co-Trustee or Separate Trustee.................................................151
Section 8.11   Tax Matters...................................................................................153
Section 8.12   Access to Records of the Trustee..............................................................155
Section 8.13   Suits for Enforcement.........................................................................155

                                                   ARTICLE IX.
                                                   TERMINATION

Section 9.01   Termination upon Liquidation or Repurchase of all Mortgage Loans..............................156
Section 9.02   Final Distribution on the Certificates........................................................157
Section 9.03   Additional Termination Requirements...........................................................158

                                                    ARTICLE X.
                                             MISCELLANEOUS PROVISIONS

Section 10.01  Amendment.....................................................................................159
Section 10.02  Recordation of Agreement; Counterparts........................................................161
Section 10.03  Governing Law.................................................................................161
Section 10.04  Intention of Parties..........................................................................161
Section 10.05  Notices.......................................................................................162
Section 10.06  Severability of Provisions....................................................................163
Section 10.07  Assignment....................................................................................163
Section 10.08  Limitation on Rights of Certificateholders....................................................163
Section 10.09  Inspection and Audit Rights...................................................................164
Section 10.10  Certificates Nonassessable and Fully Paid.....................................................164
Section 10.11  Rights of NIM Insurer.........................................................................164
</TABLE>



                                                       iii
<PAGE>

Exhibits

EXHIBIT A                  Forms of Certificates
     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 1-A-3 Certificate
     EXHIBIT A-4           Form of Class 1-A-4 Certificate
     EXHIBIT A-5           Form of Class 1-A-5 Certificate
     EXHIBIT A-6           Form of Class 1-A-6 Certificate
     EXHIBIT A-7           Form of Class 2-A-1 Certificate
     EXHIBIT A-8           Form of Class 2-A-2 Certificate
     EXHIBIT A-9           Form of Class 2-A-3 Certificate
     EXHIBIT A-10          Form of Class 2-A-4 Certificate
     EXHIBIT A-11          Form of Class 2-A-5 Certificate
     EXHIBIT A-12          Form of Class 3-A Certificate
     EXHIBIT A-13          Form of Class 4-A Certificate
     EXHIBIT A-14          Form of Class M-1 Certificate
     EXHIBIT A-15          Form of Class M-2 Certificate
     EXHIBIT A-16          Form of Class M-3 Certificate
     EXHIBIT A-17          Form of Class M-4 Certificate
     EXHIBIT A-18          Form of Class M-5 Certificate
     EXHIBIT A-19          Form of Class M-6 Certificate
     EXHIBIT A-20          Form of Class M-7 Certificate
     EXHIBIT A-21          Form of Class M-8 Certificate
     EXHIBIT A-22          Form of Class B Certificate
EXHIBIT B                  Form of Class P Certificate
EXHIBIT C                  Form of Class C Certificate
EXHIBIT D                  Form of Class A-R Certificate
EXHIBIT E                  Form of Tax Matters Person Certificate
EXHIBIT F                  Mortgage Loan Schedule
     EXHIBIT F-1           List of Mortgage Loans
     EXHIBIT F-2           Mortgage Loans for which All or a Portion of a
                             Related Mortgage File is not Delivered to the
                             Trustee on or prior to the Closing Date
EXHIBIT G                  Forms of Certification of Trustee
     EXHIBIT G-1           Form of Initial Certification of Trustee (Initial
                              Mortgage Loans)
     EXHIBIT G-2           Form of Interim Certification of Trustee
     EXHIBIT G-3           Form of Delay Delivery Certification
     EXHIBIT G-4           Form of Initial Certification of Trustee (Subsequent
                             Mortgage Loans)
EXHIBIT H                  Form of Final Certification of Trustee
EXHIBIT I                  Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1                Form of Transferor Certificate for Class A-R
                             Certificates
EXHIBIT J-2                Form of Transferor Certificate for Private
                             Certificates
EXHIBIT K                  Form of Investment Letter (Non-Rule 144A)
EXHIBIT L                  Form of Rule 144A Letter



                                      iv
<PAGE>

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-1 Corridor Contract
     EXHIBIT Q-2           Form of Class 2-A-1 Corridor Contract
     EXHIBIT Q-3           Form of Class 3-A Corridor Contract
     EXHIBIT Q-4           Form of Class 4-A Corridor Contract
     EXHIBIT Q-5           Form of Subordinate Corridor Contract
EXHIBIT R                  Form of Class 2-A-3 Policy
EXHIBIT S-1                Form of Corridor Contract Assignment Agreement
EXHIBIT S-2                Form of Corridor Contract Administration Agreement
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 September 1, 2005,
by and among CWABS, INC., a Delaware corporation, as depositor (the
"Depositor"), COUNTRYWIDE HOME LOANS, INC., a New York corporation, as 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"), and THE BANK
OF NEW YORK, a New York banking corporation, as trustee (the "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 (other than the R-3-R Interest). 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.

      REMIC 1:

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

<TABLE>
<CAPTION>
                                                  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-1-3-I.....................................        (1)           (5)              3
R-1-3-S.....................................        (2)           (6)              3
R-1-4-I.....................................        (1)           (5)              4

<PAGE>

R-1-4-S.....................................        (2)           (6)              4
R-1-X.......................................        (3)           (7)        1, 2, 3 and 4
R-1-P.......................................      $100.00         (8)             N/A
R-1-R.......................................        (4)           (4)             N/A
</TABLE>

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

(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 1. 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 December 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
     December 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 December 2005 is a per annum rate equal to 0.00%.
     For any Distribution Date (and the related Accrual Period) following the
     Distribution Date in December 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 December 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 December
     2005, the interest rate for this REMIC 1 Interest is a per annum rate
     equal to 0.00%.

(8)  The R-1-P Interest is entitled to all Prepayment Charges collected with
     respect to the Mortgage Loans. It pays no interest.

     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:



                                      2
<PAGE>

     (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 December 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 December 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.


     REMIC 2:

          The REMIC 2 Interests will have the principal balances, pass-through
rates and Corresponding Loan Groups as set forth below. For the purpose of the
descriptions that follow, Loan Group 1, Loan Group 2, Loan Group 3 and Loan
Group 4 and the REMIC 2 Interests corresponding to Loan Group 1, Loan Group 2,
Loan Group 3 and Loan Group 4 are referrred to, from time to time, as the
"Variable Loan Groups" and the "Variable Interests," respectively.

<TABLE>
<CAPTION>
                                                                  Pass-Through    Corresponding
REMIC 2 Interests                               Initial Balance       Rate         Loan Group
--------------------------------------------   ----------------- --------------  ---------------
<S>                                                  <C>               <C>            <C>
R-2-A-1 (0.9% of SCB Group 1)...............          (1)              (2)             1
R-2-B-1 (0.1% of SCB Group 1)...............          (1)              (2)             1
R-2-C-1 (0.9% of ASCB Group 1)..............          (1)              (2)             1
R-2-D-1 (0.1% of ASCB Group 1)..............          (1)              (2)             1
R-2-E-1 (Excess of Group 1).................          (1)              (2)             1
R-2-A-2 (0.9% of SCB Group 2)...............          (1)              (3)             2
R-2-B-2 (0.1% of SCB Group 2)...............          (1)              (3)             2
R-2-C-2 (0.9% of ASCB Group 2)..............          (1)              (3)             2
R-2-D-2 (0.1% of ASCB Group 2)..............          (1)              (3)             2
R-2-E-2 (Excess of Group 2).................          (1)              (3)             2
R-2-A-3 (0.9% of SCB Group 3)...............          (1)              (4)             3
R-2-B-3 (0.1% of SCB Group 3)...............          (1)              (4)             3
R-2-C-3 (0.9% of ASCB Group 3)..............          (1)              (4)             3
R-2-D-3 (0.1% of ASCB Group 3)..............          (1)              (4)             3
R-2-E-3 (Excess of Group 3).................          (1)              (4)             3
R-2-A-4 (0.9% of SCB Group 4)...............          (1)              (5)             4
R-2-B-4 (0.1% of SCB Group 4)...............          (1)              (5)             4
R-2-C-4 (0.9% of ASCB Group 4)..............          (1)              (5)             4
R-2-D-4 (0.1% of ASCB Group 4)..............          (1)              (5)             4
R-2-E-4 (Excess of Group 4).................          (1)              (5)             4
R-2-P.......................................         $100              (6)            N/A
R-2-R.......................................          (7)              (7)            N/A
R-2-X.......................................          (8)              (9)            N/A
</TABLE>


                                      3
<PAGE>

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

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

(5)  A rate equal to the weighted average of the pass-through rates of the
     R-1-3-I and R-1-4-S Interests (the "Loan Group 4 Net Rate Cap").

(6)  The R-2-P Interest is entitled to all amounts payable with respect to the
     R-1-P Interest. It pays no interest.

(7)  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.

(8)  This REMIC 2 Interest pays no principal.

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

          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 with respect to any REMIC 2 Interest, then the Principal
Distribution Amounts payable with respect to each Loan Group will be payable:
first to cause the Loan Group's corresponding R-2-A, R-2-B, R-2-C and R-2-D
Interests to equal, respectively, 0.9% of the SCB, 0.1% of the SCB, 0.9% of



                                      4
<PAGE>

the ASCB and 0.1% of the ASCB, of the Corresponding Loan Group, and then to
the 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 such 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 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-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 both 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 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



                                      5
<PAGE>

     (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.

      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:

------------------------------------------------------------------------------
                      Initial Principal    Pass-Through    Corresponding Class
 REMIC 3 Interests         Balance              Rate         of Certificates
------------------------------------------------------------------------------
R-3-1-A-1...........         (1)                 (2)              1-A-1
------------------------------------------------------------------------------
R-3-1-A-2...........         (1)                 (2)              1-A-2
------------------------------------------------------------------------------
R-3-1-A-3...........         (1)                 (2)              1-A-3
------------------------------------------------------------------------------
R-3-1-A-4...........         (1)                 (2)              1-A-4
------------------------------------------------------------------------------
R-3-1-A-5...........         (1)                 (2)              1-A-5
------------------------------------------------------------------------------
R-3-1-A-6...........         (1)                 (2)              1-A-6
------------------------------------------------------------------------------
R-3-2-A-1...........         (1)                 (3)              2-A-1
------------------------------------------------------------------------------
R-3-2-A-2...........         (1)                 (3)              2-A-2
------------------------------------------------------------------------------
R-3-2-A-3...........         (1)                 (3)              2-A-3
------------------------------------------------------------------------------
R-3-2-A-4...........         (1)                 (3)              2-A-4
------------------------------------------------------------------------------



                                      6
<PAGE>

------------------------------------------------------------------------------
                      Initial Principal    Pass-Through    Corresponding Class
 REMIC 3 Interests         Balance              Rate         of Certificates
------------------------------------------------------------------------------
R-3-2-A-5...........         (1)                 (3)              2-A-5
------------------------------------------------------------------------------
R-3-3-A.............         (1)                 (4)               3-A
------------------------------------------------------------------------------
R-3-4-A.............         (1)                 (5)               4-A
------------------------------------------------------------------------------
R-3-M-1.............         (1)                 (6)               M-1
------------------------------------------------------------------------------
R-3-M-2.............         (1)                 (6)               M-2
------------------------------------------------------------------------------
R-3-M-3.............         (1)                 (6)               M-3
------------------------------------------------------------------------------
R-3-M-4.............         (1)                 (6)               M-4
------------------------------------------------------------------------------
R-3-M-5.............         (1)                 (6)               M-5
------------------------------------------------------------------------------
R-3-M-6.............         (1)                 (6)               M-6
------------------------------------------------------------------------------
R-3-M-7.............         (1)                 (6)               M-7
------------------------------------------------------------------------------
R-3-M-8.............         (1)                 (6)               M-8
------------------------------------------------------------------------------
R-3-B...............         (1)                 (6)                B
------------------------------------------------------------------------------
R-3-$100............           $100              (7)               A-R
------------------------------------------------------------------------------
R-3-Accrual.........         (1)                 (8)               N/A
------------------------------------------------------------------------------
R-3-P...............           $100              (9)                P
------------------------------------------------------------------------------
R-3-R...............        (10)                (10)               N/A
------------------------------------------------------------------------------
R-3-X...............        (11)                (12)               N/A
------------------------------------------------------------------------------

(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 (a) 50% of the Loan Group 1, Loan Group 2, Loan
Group 3 and Loan Group 4 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 Loan Group 3 Net Rate Cap.

(5) 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 4 Net Rate Cap.

(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 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.



                                      7
<PAGE>

(7) This REMIC 3 Interest pays no interest.

(8) 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 (i) the Loan Group 1 Net Rate Cap, (ii) the Loan Group
2 Net Rate Cap, (iii) the Loan Group 3 Net Rate Cap and (iv) the Loan Group 4
Net Rate Cap (the "Loan Group 1/2/3/4 Net Rate Cap").

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

(10) 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.

(11) This REMIC 3 Interest pays no principal.

(12) 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 manner described above.



                                      8
<PAGE>

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

                                    Original Certificate
Class                              Principal Balance        Pass-Through Rate
--------------------------------- -----------------------  -------------------
Class 1-A-1...................                                     (1)
Class 1-A-2...................                                     (1)
Class 1-A-3...................                                     (1)
Class 1-A-4...................                                     (1)
Class 1-A-5...................                                     (1)
Class 1-A-6...................                                     (1)
Class 2-A-1...................                                     (1)
Class 2-A-2...................                                     (1)
Class 2-A-3...................                                     (1)
Class 2-A-4...................                                     (1)
Class 2-A-5...................                                     (1)
Class 3-A.....................                                     (1)
Class 4-A.....................                                     (1)
Class M-1.....................                                     (1)
Class M-2.....................                                     (1)
Class M-3.....................                                     (1)
Class M-4.....................                                     (1)
Class M-5.....................                                     (1)
Class M-6.....................                                     (1)
Class M-7.....................                                     (1)
Class M-8.....................                                     (1)
Class B.......................                                     (1)
Class C.......................              (2)                    (3)
Class P.......................             $100                    (4)
Class A-R.....................             $100                    (5)

(1)   The Certificates will accrue interest at the related Pass-Through Rates
      identified in this Agreement. For federal income tax purposes, the pass
      through rate in respect of (i) the Class 1-A Certificates will be
      subject to a cap equal to the Loan Group 1 Net Rate Cap, (ii) the Class
      2-A Certificates (other than the Class 2-A-3 Certificates) will be
      subject to a cap equal to the Loan Group 2 Net Rate Cap, (iii) the Class
      2-A-3 Certificates will be subject to a cap equal to the Loan Group 2
      Net Rate Cap minus the Class 2-A-3 Policy Premium Rate, (iv) the Class
      3-A Certificates will be subject to a cap equal to the Loan Group 3 Net
      Rate Cap, (v) the Class 4-A Certificates will be subject to a cap equal
      to the Loan Group 4 Net Rate Cap, and (vi) the Subordinate Certificates
      will be subject to a cap equal to the Loan Group 1/2/3/4 Net Rate Cap.
      Any entitlement of any class of Class A Certificates to Net Rate
      Carryover and any entitlement of the Class M and Class B Certificates to
      interest at a rate 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 by the Class C Certificates pursuant to a limited
      recourse cap contract as described in Section 8.11 herein.
(2)   The Class C Certificates will have a Certificate Principal Balance equal
      to the Overcollateralized Amount.
(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 Interest and (b) a specified
      portion of the interest on the REMIC 1 Group 1, Group 2, Group 3 and
      Group 4 "I" and "S" Interests equal to the excess of the Loan Group
      1/2/3/4 Net Rate Cap over the product of two and the weighted average
      interest rate of the REMIC 3 Regular Interests (other than the R-3-$100,
      R-3-P, R-3-X and R-3-R Interests) with each such Class other than the
      R-3-Accrual Interest, subject to a cap equal to the



                                      9
<PAGE>

      Pass-Through Rate of the Corresponding Master REMIC Class and the
      R-3-Accrual Interest subject to a cap of 0.00%. The Pass-Through Rate of
      the Class C Certificates shall be a rate sufficient to entitle it to all
      interest accrued on the REMIC 1 Group 1, Group 2, Group 3 and Group 4 "I"
      and "S" Interests less the interest accrued on the other interests
      issued by the Master REMIC. The Class C Distributable Amount for any
      Distribution Date is payable from current interest on the 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 Interest.
(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
REMIC regular interests, 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 Certificates be entitled to any cash flows
pursuant to this Agreement except as provided in Section 3.08(a) hereunder.



                                      10
<PAGE>

                                  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
each Class of Fixed Rate Certificates 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 Fixed Rate
Certificates and 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-1, Class 2-A-1, Class
3-A and Class 4-A Certificates and the 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 terms of the related Mortgage Note.

            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 the
Mortgage Loans in 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 immediately prior to that Distribution Date and
(b)(I) the principal balance of such Loan Group, divided by (II) the sum of
the principal balance of the Mortgage Loans, in each case as of the first day
of the related Due Period, less (iii) the aggregate Certificate Principal
Balance of the related Classes of Senior Certificates 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, Group 2 Net Rate Cap, Group 3
Net Rate Cap and Group 4 Net Rate Cap weighted on the basis of the respective
Adjusted Subordinate Component Balances 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.



                                      11
<PAGE>

            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 of, and interest on the Stated Principal Balance of, 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 the Stated
Principal Balance of each Mortgage Loan as to which the related Mortgaged
Property is an REO Property or as to which the related Mortgaged Property has
been liquidated but such Mortgage Loan has not yet become a Liquidated
Mortgage Loan; 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 related REO Property; provided, further, that for the avoidance of
doubt, no Advances shall be required to be made in respect of any Liquidated
Mortgage Loan.

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

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

            Applied Realized Loss Amount: With respect to any Distribution
Date and the Subordinate Certificates, the amount, if any, by which, the
aggregate Certificate Principal Balance of the Interest-Bearing Certificates
(after all distributions of principal on such Distribution Date) exceeds the
sum of the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date and the amount on deposit in the Pre-Funding Account.

            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



                                      12
<PAGE>

a "Depository Participant", or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 5.06).
As of the Closing Date, each Class of Interest-Bearing Certificates
constitutes a Class of Book-Entry Certificates.

            Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which the Class 2-A-3 Insurer or banking institutions in the
State of New York or California or the cities in which the Corporate Trust
Office of the Trustee is located are authorized or obligated by law or
executive order to be closed.

            Calculation Rate: For each Distribution Date, in the case of the
R-2-A and R-2-B Interests, the product of (i) 10 and (ii) the weighted average
rate of the outstanding R-2-A and R-2-B Interests, treating each R-2-A
Interest as capped at zero or reduced by a fixed percentage of 100% of the
interest accruing on such Class. For each Distribution Date, in the case of
the R-2-C and R-2-D Interests, the product of (i) 10 and (ii) the weighted
average rate of the outstanding R-2-C and R-2-D Interests, treating each R-2-C
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 4.07 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 2005-12". 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-22, 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 the Class 2-A-3 Insurer
and designated "Countrywide Home Loans Servicing LP in trust for registered
Holders of CWABS, Inc., Asset-Backed Certificates, Series 2005-12". 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(b), (ii) with respect to the Class 2-A-3 Certificates only,
payments under the Class 2-A-3 Policy relating to principal and (iii) with
respect to any Subordinate Certificate,



                                      13
<PAGE>

any Applied Realized Loss Amounts allocated to such Certificate on previous
Distribution Dates pursuant to Section 4.04(g), and (B) increased by, with
respect to any Subordinate Certificate, any Subsequent Recoveries allocated to
such Certificate pursuant to Section 4.04(h) 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. Exclusively for the purpose of determining
any subrogation rights of the Class 2-A-3 Insurer arising under Section 4.06
hereof, the "Certificate Principal Balance" of the Class 2-A-3 Certificates
shall not be reduced by the amount of any payments made by the Class 2-A-3
Insurer in respect of principal on such Certificates under the Class 2-A-3
Policy, except to the extent such payment shall have been reimbursed to the
Class 2-A-3 Insurer pursuant to the provisions of this Agreement.

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

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

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

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

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

            Class 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.



                                      14
<PAGE>

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

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

            Class 1-A-5 Certificate: Any Certificate designated as a "Class
1-A-5 Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to distributions as set forth herein.

            Class 1-A-6 Certificate: Any Certificate designated as a "Class
1-A-6 Certificate" on the face thereof, in the form of Exhibit A-6 hereto,
representing the right to distributions as set forth herein.

            Class 1-A-6 NAS Principal Distribution Amount: For any
Distribution Date, an amount equal to the product of (i) the Class 1-A-6
Portion for such Distribution Date, (ii) any amounts distributed to the Class
1-A Certificates pursuant to Section 4.04(b) and 4.04(c)(1) for such
Distribution Date and (iii) the NAS Factor for such Distribution Date.

            Class 1-A-6 Portion: With respect to any Distribution Date, a
percentage, expressed as a fraction, the numerator of which is the Certificate
Principal Balance of the Class 1-A-6 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of all Classes of the Class 1-A Certificates immediately
prior to such Distribution Date.

            Class 1-A Certificate: Any Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5 or Class 1-A-6 Certificate.

            Class 1-A-1 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-1 Corridor Contract Termination Date: With respect to
the Class 1-A-1 Corridor Contract, the Distribution Date in August 2007.

            Class 1-A Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate on the Mortgage Loans in Loan Group 1 for
such Distribution Date, adjusted in the case of the Class 1-A-1 Certificates
only 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 Principal Distribution Target Amount, the Class 2-A



                                      15
<PAGE>

Principal Distribution Target Amount, the Class 3-A Principal Distribution
Target Amount and the Class 4-A Principal Distribution Target Amount.

            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) 54.70% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 1 for such Distribution Date and
(y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
1 for such Distribution Date minus 0.50% of the sum of the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 1 as of the Cut-off Date
and the original Group 1 Pre-Funded Amount.

            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-7 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-8 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-9 hereto,
representing the right to distributions as set forth herein.

            Class 2-A-3 Insurer: MBIA Insurance Corporation, a subsidiary of
MBIA Inc., organized and created under the laws of the State of New York, or
any successor thereto.

            Class 2-A-3 Insurer Contact Person: The officer designated by the
Master Servicer to provide information to the Class 2-A-3 Insurer pursuant to
Section 4.06(i).

            Class 2-A-3 Insurer Default: Any one of the following events: (i)
the Class 2-A-3 Insurer shall have failed to make a required payment under the
Class 2-A-3 Policy, (ii) a proceeding in bankruptcy shall have been instituted
by the Class 2-A-3 Insurer, or (iii) a decree or order for relief shall have
been issued in respect of a proceeding in bankruptcy against the Class 2-A-3
Insurer and shall remain unstayed for a period of 60 consecutive days.

            Class 2-A-3 Late Payment Rate: The rate of interest publicly
announced by Citibank, N.A. at its principal office in New York, New York, as
its prime rate (any change in such prime rate of interest to be effective on
the date such change is announced by Citibank, N.A.) plus 3%. The Class 2-A-3
Late Payment Rate shall be computed on the basis of a year of 365 days
calculating the actual number of days elapsed. In no event shall the Class
2-A-3 Late Payment Rate exceed the maximum rate permissible under law
applicable to this Agreement limiting interest rates.

            Class 2-A-3 Policy: The irrevocable Certificate Guaranty Insurance
Policy, No. 47021, including any endorsements thereto, issued by the Class
2-A-3 Insurer with respect to the Class 2-A-3 Certificates, in the form
attached hereto as Exhibit R.



                                      16
<PAGE>

            Class 2-A-3 Policy Payments Account: The separate Eligible Account
created and maintained by the Trustee pursuant to Section 4.06(c) in the name
of the Trustee for the benefit of the Class 2-A-3 Certificateholders and
designated "The Bank of New York in trust for registered holders of CWABS,
Inc., Asset-Backed Certificates, Series 2005-12, Class 2-A-3". Funds in the
Class 2-A-3 Policy Payments Account shall be held in trust for the Class 2-A-3
Certificateholders for the uses and purposes set forth in this Agreement.

            Class 2-A-3 Premium: With respect to the Class 2-A-3 Policy and
any Distribution Date, an amount equal to the product of (i) one-twelfth
(1/12) of the Class 2-A-3 Policy Premium Rate and (ii) the Class 2-A-3
Certificate Principal Balance immediately prior to such Distribution Date.

            Class 2-A-3 Policy Premium Rate: The "premium percentage" set
forth in the Commitment Letter, dated as of September 29, 2005, between the
Class 2-A-3 Insurer and Countrywide Securities Corporation relating to the
Class 2-A-3 Policy.

            Class 2-A-3 Reimbursement Amount: With respect to any Distribution
Date, (i) all Insured Payments paid by the Class 2-A-3 Insurer, for which the
Class 2-A-3 Insurer has not been reimbursed prior to such Distribution Date
pursuant to Section 4.04 hereof, plus (ii) interest accrued on such Insured
Payments not previously repaid, calculated at the Class 2-A-3 Late Payment
Rate from the date such Insured Payments were made.

            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-10 hereto,
representing the right to distributions as set forth herein.

            Class 2-A-5 Certificate: Any Certificate designated as a "Class
2-A-5 Certificate" on the face thereof, in the form of Exhibit A-11 hereto,
representing the right to distributions as set forth herein.

            Class 2-A-5 NAS Principal Distribution Amount: For any
Distribution Date, an amount equal to the product of (i) the Class 2-A-5
Portion for such Distribution Date, (ii) any amounts distributed to the Class
2-A Certificates pursuant to Section 4.04(b) and 4.04(c)(1) for such
Distribution Date and (iii) the NAS Factor for such Distribution Date.

            Class 2-A-5 Portion: With respect to any Distribution Date, a
percentage, expressed as a fraction, the numerator of which is the Certificate
Principal Balance of the Class 2-A-5 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of all Classes of the Class 2-A Certificates immediately
prior to such Distribution Date.

            Class 2-A Certificate: Any Class 2-A-1, Class 2-A-2, Class 2-A-3,
Class 2-A-4 or Class 2-A-5 Certificate.

            Class 2-A-1 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.



                                      17
<PAGE>

            Class 2-A-1 Corridor Contract Termination Date: With respect to
the Class 2-A-1 Corridor Contract, the Distribution Date in May 2007.

            Class 2-A Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate on the Mortgage Loans in Loan Group 2 for
such Distribution Date, adjusted in the case of the Class 2-A-1 Certificates
only 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 Principal Distribution Target Amount, the Class 2-A Principal
Distribution Target Amount, the Class 3-A Principal Distribution Target Amount
and the Class 4-A Principal Distribution Target Amount.

            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) 54.70% 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 0.50% of the sum of the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 2 as of the Cut-off Date
and the original Group 2 Pre-Funded Amount.

            Class 3-A Certificate: Any Certificate designated as a "Class 3-A
Certificate" on the face thereof, in the form of Exhibit A-12 hereto,
representing the right to distributions as set forth herein.

            Class 3-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-3.

            Class 3-A Corridor Contract Termination Date: With respect to the
Class 3-A Corridor Contract, the Distribution Date in June 2008.

            Class 3-A Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate on the Mortgage Loans in Loan Group 3 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 3-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 3-A Principal
Distribution Target Amount and the denominator of which is the sum of the
Class 1-A Principal Distribution Target Amount, the Class 2-A Principal
Distribution Target Amount, the Class 3-A Principal Distribution Target Amount
and the Class 4-A Principal Distribution Target Amount.



                                      18
<PAGE>

            Class 3-A Principal Distribution Target Amount: With respect to
any Distribution Date, the excess of (1) the Certificate Principal Balance of
the Class 3-A Certificates immediately prior to such Distribution Date, over
(2) the lesser of (x) 54.70% of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 3 for such Distribution Date and (y) the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 3 for
such Distribution Date minus 0.50% of the sum of the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 3 as of the Cut-off Date
and the original Group 3 Pre-Funded Amount.

            Class 4-A Certificate: Any Certificate designated as a "Class 4-A
Certificate" on the face thereof, in the form of Exhibit A-13 hereto,
representing the right to distributions as set forth herein.

            Class 4-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-4.

            Class 4-A Corridor Contract Termination Date: With respect to the
Class 4-A Corridor Contract, the Distribution Date in June 2008.

            Class 4-A Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate on the Mortgage Loans in Loan Group 4 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 4-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 4-A Principal
Distribution Target Amount and the denominator of which is the sum of the
Class 1-A Principal Distribution Target Amount, the Class 2-A Principal
Distribution Target Amount, the Class 3-A Principal Distribution Target Amount
and the Class 4-A Principal Distribution Target Amount.

            Class 4-A Principal Distribution Target Amount: With respect to
any Distribution Date, the excess of (1) the Certificate Principal Balance of
the Class 4-A Certificates immediately prior to such Distribution Date, over
(2) the lesser of (x) 54.70% of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 4 for such Distribution Date and (y) the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 4 for
such Distribution Date minus 0.50% of the sum of the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 4 as of the Cut-off Date
and the original Group 4 Pre-Funded Amount.

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

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



                                      19
<PAGE>

            Class B Certificate: Any Certificate designated as a "Class B
Certificate" on the face thereof, in the form of Exhibit A-22 hereto,
representing the right to distributions as set forth herein.

            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-14 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-15 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-16 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-17 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-18 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-19 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-20 hereto,
representing the right to distributions as set forth herein.

            Class M-8 Certificate: Any Certificate designated as a "Class M-8
Certificate" on the face thereof, in the form of Exhibit A-21 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.



                                      20
<PAGE>

            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: September 30, 2005.

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

            Collateral Schedule: Schedule II hereto.

            Compensating Interest: With respect to the Mortgage Loans 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 September 30, 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-1 Corridor Contract, Class 2-A-1
Corridor Contract, Class 3-A Corridor Contract, Class 4-A Corridor Contract or
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 S-2.

            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-1.

            Corridor Contract Counterparty:  WestLB AG and its successors.

            Corridor Contract Termination Date: The Class 1-A-1 Corridor
Contract Termination Date, Class 2-A-1 Corridor Contract Termination Date,
Class 3-A Corridor Contract Termination Date, Class 4-A Corridor Contract
Termination Date and Subordinate Corridor Contract Termination Date, as
applicable.



                                      21
<PAGE>

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

            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 2005-12". Funds in the Credit 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 in Loan Group 1 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
interest on prepayments received during the related Prepayment Period with
respect to the Credit Comeback Loans, other than Prepayment Interest Excess,
(iii) all Advances relating to interest with respect to the Credit Comeback
Loans, (iv) all Compensating Interest with respect to the Credit Comeback
Loans and (v) 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 Fixed Rate 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, a Cumulative Loss Trigger Event will be in
effect if (x) the aggregate amount of Realized Losses on the Mortgage Loans
from (and including) 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 received through the last day of that Due
Period) exceeds (y) the applicable percentage, for such Distribution Date, of
the sum of the aggregate Cut-off Date Principal Balance of the Initial
Mortgage Loans and the Pre-Funded Amount, as set forth below:



                                      22
<PAGE>

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

               October 2007 -- September 2008....1.50% with respect to October
                                                 2007, plus an additional
                                                 1/12th of 1.50% for each
                                                 month thereafter through
                                                 September 2008
               October 2008 -- September 2009....3.00% with respect to October
                                                 2008, plus an additional
                                                 1/12th of 1.75% for each
                                                 month thereafter through
                                                 September 2009
               October 2009 -- September 2010....4.75% with respect to October
                                                 2009, plus an additional
                                                 1/12th of 1.25% for each
                                                 month thereafter through
                                                 September 2010
               October 2010 -- September 2011....6.00% with respect to October
                                                 2010, plus an additional
                                                 1/12th of 0.75% for each
                                                 month thereafter through
                                                 September 2011
               October 2011 and thereafter...... 6.75%

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

            Cut-off Date: In the case of any Initial Mortgage Loan, the later
of (x) September 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



                                      23
<PAGE>

indebtedness under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results in
a permanent forgiveness of principal, which valuation or reduction results
from an order of such court that is final and non-appealable in a proceeding
under the Bankruptcy Code.

            Definitive Certificates: As defined in Section 5.06.

            Delay Delivery Mortgage Loans: (i) The Initial Mortgage Loans
identified on the schedule of Mortgage Loans hereto set forth on Exhibit F-2
hereof for which all or a portion of a related Mortgage File is not delivered
to the Trustee on or prior to the Closing Date, and (ii) the Subsequent
Mortgage Loans identified on the schedule of Subsequent Mortgage Loans set
forth in Annex A to each related Subsequent Transfer Agreement for which all
or a portion of the related Mortgage File is not delivered to the Trustee on
or prior to the related Subsequent Transfer Date. The Depositor shall deliver
(or cause delivery of) the Mortgage Files to the 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 Trustee as provided in
Section 2.01, Countrywide Home Loans, Inc. shall hold such files as agent and
in trust for the Trustee.

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

            Delinquency Trigger Event: With respect to any Distribution Date
on or after the Stepdown Date, a Delinquency Trigger Event will be in effect
if the Rolling Sixty-Day Delinquency Rate for Outstanding Mortgage Loans
equals or exceeds the product of (x) the Senior Enhancement Percentage for
such Distribution Date and (y) the applicable percentage listed below for the
most senior Class of Interest-Bearing Certificates:

                               Class             Percentage

                       Class 1-A, 2-A, 3-A
                       and 4-A...............      35.000%
                       Class M-1.............      42.517%
                       Class M-2.............      51.311%
                       Class M-3.............      58.941%
                       Class M-4.............      68.341%
                       Class M-5.............      80.076%
                       Class M-6.............      96.091%
                       Class M-7.............     115.730%
                       Class M-8.............     142.838%



                                      24
<PAGE>

                               Class             Percentage

                       Class B...............     186.529%


            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 and the initial Depository, dated as of the
Closing Date, substantially in the form of Exhibit O.

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

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

            Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(c) in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York, in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-12". 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.



                                      25
<PAGE>

            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
October 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 (without regard to the Class 2-A-3 Policy, in the case of the
Class 2-A-3 Certificates) as evidenced by a letter from each Rating Agency to
the Trustee. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the
Trustee.

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

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

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

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

            Escrow Account: As defined in Section 3.06 hereof.

            Event of Default: As defined in Section 7.01 hereof.



                                      26
<PAGE>

            Excess Cashflow: With respect to any Distribution Date the sum of
(i) the amount remaining after the distribution of interest to
Certificateholders and the payment of the Class 2-A-3 Premium and any Class
2-A-3 Reimbursement Amount to the Class 2-A-3 Insurer, in each case for such
Distribution Date pursuant to Section 4.04(a)(iii)(b), (ii) the amount
remaining after the distribution of principal to Certificateholders and the
payment of any unpaid Class 2-A-3 Premium and any unpaid Class 2-A-3
Reimbursement Amount to the Class 2-A-3 Insurer, in each case for such
Distribution Date, pursuant to Section 4.04(b)(1)(B)(ii) or 4.04(b)(2)(D) and
(iii) the Overcollateralization Reduction Amount for such Distribution Date.

            Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of the Overcollateralized Amount for
such Distribution Date over the Overcollateralization Target Amount for such
Distribution Date.

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

            Expense Fee Rate: With respect to any Mortgage Loan, the sum of
(i) the Servicing Fee Rate, (ii) the Trustee Fee Rate, and (iii) with respect
to any Mortgage Loan covered by a lender paid mortgage insurance policy, the
related mortgage insurance premium rate.

            Extra Principal Distribution Amount: With respect to any
Distribution Date and each of Loan Group 1, Loan Group 2, Loan Group 3 and
Loan Group 4, the lesser of (1) the Overcollateralization Deficiency Amount
and (2) the sum of the Excess Cashflow and the Credit Comeback Excess Cashflow
available for payment thereof, to be allocated between Loan Group 1, Loan
Group 2, Loan Group 3 and Loan Group 4, pro rata, based on the Principal
Remittance Amount for each such Loan Group for such Distribution Date.

            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.

            Fiscal Agent: As defined in the Class 2-A-3 Policy.

            Five-Year Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage
Rate that is fixed for 60 months after origination thereof before such
Mortgage Rate becomes subject to adjustment.



                                      27
<PAGE>

            Fixed Rate Certificates: The Class 1-A-2, Class 1-A-3, Class
1-A-4, Class 1-A-5, Class 1-A-6, Class 2-A-2, Class 2-A-3, Class 2-A-4 and
Class 2-A-5 Certificates.

            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 $175,000 and (y) November 14, 2005.

            Gross Margin: The percentage set forth in the related Mortgage
Note to be added to the Index for use in determining the Mortgage Rate for
each Adjustable Rate Mortgage Loan on each of its Adjustment Dates.

            Group 1/2/3/4 Net Rate Cap: For each Distribution Date, the
weighted average of the Group 1 Net Rate Cap, Group 2 Net Rate Cap, Group 3
Net Rate Cap and Group 4 Net Rate Cap weighted on the basis of the respective
Subordinate Component Balances of their corresponding Loan Groups. For federal
income tax purposes, the Subordinate Net Rate Cap will be the Calculation Rate
in respect of the Class A and Class B Interests in REMIC 2.

            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 Overcollateralization Reduction Amount: With respect to
any Distribution Date, the Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction, the numerator of which is (x) the
Principal Remittance Amount for Loan Group 1 for such Distribution Date, and
the denominator of which is (y) the aggregate Principal Remittance Amount for
Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 for such
Distribution Date.

            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 $1,220.00.

            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 2 Overcollateralization Reduction Amount: With respect to
any Distribution Date, the Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction, the numerator of which is (x) the
Principal Remittance Amount for Loan

                                      28
<PAGE>




Group 2 for such Distribution Date, and the denominator of which is (y) the
aggregate Principal Remittance Amount for Loan Group 1, Loan Group 2, Loan
Group 3 and Loan Group 4 for such Distribution Date.

            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 $267.95.

            Group 3 Mortgage Loans: The group of Mortgage Loans identified in
the related Mortgage Loan Schedule as "Group 3 Mortgage Loans", including in
each case any Mortgage Loans delivered in replacement thereof.

            Group 3 Overcollateralization Reduction Amount: With respect to
any Distribution Date, the Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction, the numerator of which is (x) the
Principal Remittance Amount for Loan Group 3 for such Distribution Date, and
the denominator of which is (y) the aggregate Principal Remittance Amount for
Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 for such
Distribution Date.

            Group 3 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 3 Mortgage Loans
on the Closing Date, which shall equal $179.28.

            Group 4 Mortgage Loans: The group of Mortgage Loans identified in
the related Mortgage Loan Schedule as "Group 4 Mortgage Loans", including in
each case any Mortgage Loans delivered in replacement thereof.

            Group 4 Overcollateralization Reduction Amount: With respect to
any Distribution Date, the Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction, the numerator of which is (x) the
Principal Remittance Amount for Loan Group 4 for such Distribution Date, and
the denominator of which is (y) the aggregate Principal Remittance Amount for
Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 for such
Distribution Date.

            Group 4 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 4 Mortgage Loans
on the Closing Date, which shall equal $597.28.

            Group Net Rate Cap. With respect to Loan Group 1, the Class 1-A
Net Rate Cap, with respect to Loan Group 2, the Class 2-A Net Rate Cap, with
respect to Loan Group 3, the Class 3-A Net Rate Cap, and with respect to Loan
Group 4, the Class 4-A Net Rate Cap.

            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



                                      29
<PAGE>

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 Rate 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.

            Insolvency Proceeding: As defined in Section 4.06(h).

            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
(other than by the Class 2-A-3 Insurer under the Class 2-A-3 Policy) pursuant
to any Insurance Policy or any other insurance policy covering a Mortgage
Loan, to the extent such proceeds are payable to the mortgagee under the
Mortgage, the Master Servicer or the trustee under the deed of trust and are
not applied to the restoration of the related Mortgaged Property or released
to the Mortgagor in accordance with the procedures that the Master Servicer
would follow in servicing mortgage loans held for its own account, in each
case other than any amount included in such Insurance Proceeds in respect of
Insured Expenses and received prior to such Mortgage Loan becoming a
Liquidated Mortgage Loan.

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



                                      30
<PAGE>

            Insured Payment: As defined in the Class 2-A-3 Policy.

            Interest-Bearing Certificates: The Fixed Rate Certificates and the
Adjustable Rate Certificates.

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

            Interest Determination Date: With respect to the first Accrual
Period for the Adjustable Rate Certificates, September 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 Distribution 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 received during the related Prepayment Period with respect to
such Mortgage Loans, 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).

            Last Scheduled Distribution Date: With respect to the Class 2-A-3
Certificates and the Class 2-A-3 Policy, the Distribution Date occurring in
December 2035.

            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



                                      31
<PAGE>

subject to the related Mortgage and any security agreements and as to which
the Master Servicer has certified in the related Prepayment Period that it has
received all amounts it expects to receive in connection with such
liquidation.

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

            Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3 or
Loan Group 4.

            Loan Group 1: The Group 1 Mortgage Loans.

            Loan Group 2: The Group 2 Mortgage Loans.

            Loan Group 3: The Group 3 Mortgage Loans.

            Loan Group 4: The Group 4 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). Each Loan Number and
Borrower Identification Mortgage Loan Schedule shall contain the information
specified in the definition of "Mortgage Loan Schedule" with respect to the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, and each
Loan Number and Borrower Identification Mortgage Loan Schedule shall be deemed
to be included in the Mortgage Loan Schedule.

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

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

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

            ------------------------------------------------------
                        Class              Margin (1) Margin (2)
            ------------------------------------------------------
            Class 1-A-1................      0.150%     0.150%
            ------------------------------------------------------
            Class 2-A-1................      0.110%     0.110%
            ------------------------------------------------------
            Class 3-A..................      0.260%     0.520%
            ------------------------------------------------------



                                      32
<PAGE>

            ------------------------------------------------------
                        Class              Margin (1) Margin (2)
            ------------------------------------------------------
            Class 4-A..................      0.280%     0.560%
            ------------------------------------------------------
            Class M-1..................      0.470%     0.705%
            ------------------------------------------------------
            Class M-2..................      0.490%     0.735%
            ------------------------------------------------------
            Class M-3..................      0.510%     0.765%
            ------------------------------------------------------
            Class M-4..................      0.600%     0.900%
            ------------------------------------------------------
            Class M-5..................      0.640%     0.960%
            ------------------------------------------------------
            Class M-6..................      0.700%     1.050%
            ------------------------------------------------------
            Class M-7..................      1.250%     1.875%
            ------------------------------------------------------
            Class M-8..................      1.350%     2.025%
            ------------------------------------------------------
            Class B....................      1.800%     2.700%
            ------------------------------------------------------

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

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

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

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

            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).



                                      33
<PAGE>

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

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

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

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

            Mortgage File: The mortgage documents listed in Section 2.01
hereof pertaining to a particular Mortgage Loan and any additional documents
delivered to the 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-



                                      34
<PAGE>

            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)   the purpose of the Mortgage Loan;

                  (xv)    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;

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

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

                  (xviii) 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) and all the related Subsequent Mortgage Loans and Subsequent Mortgage
Loan information included therein.

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



                                      35
<PAGE>

representation contained in Section 2.02 hereof, shall continue to be a
Mortgage Loan hereunder until the Purchase Price with respect thereto has been
paid to the Trust Fund.

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

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

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

            NAS Factor: For any Distribution Date set forth below, the
percentage set forth in the following table:

        Distribution Date                                  Percentage
        ------------------------------------------------  ------------
        October 2005 - September 2008...................       0%
        October 2008 - September 2010...................       45%
        October 2010 - September 2011...................       80%
        October 2011 - September 2012...................      100%
        October 2012 and thereafter.....................      300%

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

            Net Rate Cap: With respect to any Distribution Date, (i) with
respect to each Class of Class 1-A Certificates, the Class 1-A Net Rate Cap,
(ii) with respect to each Class of Class 2-A Certificates (other than the
Class 2-A-3 Certificates), the Class 2-A Net Rate Cap, (iii) with respect to
the Class 2-A-3 Certificates, the Class 2-A Net Rate Cap less the Class 2-A-3
Policy Premium Rate, (iv) with respect to the Class 3-A Certificates, the
Class 3-A Net Rate Cap, (v) with respect to the Class 4-A Certificates, the
Class 4-A Net Rate Cap and (vi) with respect to each Class of Subordinate
Certificates, the Subordinate Net Rate Cap.

            Net Rate Carryover: With respect to any Class of Interest-Bearing
Certificates and any Distribution Date, the sum of (A) the excess of (i) the
amount of interest that such Class would otherwise have accrued for such
Distribution Date had the Pass-Through Rate for such Class and the related
Accrual Period not been determined based on the 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, together with interest thereon at the then-



                                      36
<PAGE>

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.

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

            Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Managing Director, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the Secretary, or
one of the Assistant Treasurers or Assistant Secretaries of the Depositor,
(ii) in the case of the Master Servicer, signed by the President, an Executive
Vice President, a Vice President, an Assistant Vice President, the Treasurer,
or one of the Assistant Treasurers or Assistant Secretaries of Countrywide GP,
Inc., its general partner or (iii) if provided for in this Agreement, 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 3.84063% 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



                                      37
<PAGE>

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, or the interpretation or application of the REMIC Provisions, such
counsel must (i) in fact be independent of the Depositor and the Master
Servicer, (ii) not have any direct financial interest in the Depositor or the
Master Servicer or in any affiliate of either and (iii) not be connected with
the Depositor or the Master Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.

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

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

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

            OTS: The Office of Thrift Supervision.

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

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

                  (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 on such Distribution Date
(after giving effect to distribution of the Principal Distribution Amount
(other than the portion thereof consisting of the Extra Principal Distribution
Amount) on such Distribution Date).



                                      38
<PAGE>

            Overcollateralization Reduction Amount: With respect to any
Distribution Date, an amount equal to the lesser of (i) the Excess
Overcollateralization Amount for such Distribution Date and (ii) the aggregate
Principal Remittance Amount for Loan Group 1, Loan Group 2, Loan Group 3 and
Loan Group 4 for such Distribution Date.

            Overcollateralization Target Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date, an amount equal to 4.25% of
the sum of the aggregate Cut-off Date Principal Balance of the Initial
Mortgage Loans and the Pre-Funded Amount and (b) on or after the Stepdown
Date, the greater of (i) an amount equal to 8.50% of the aggregate Stated
Principal Balance of the Mortgage Loans for the current Distribution Date and
(ii) the OC Floor; provided, however, 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 amount on
deposit in the Pre-Funding Account exceeds (y) the aggregate Certificate
Principal Balance of the Interest-Bearing Certificates as of such Distribution
Date (after giving effect to distribution of the Principal Distribution Amount
to be made on such Distribution Date other than the portion thereof consisting
of the Extra Principal Distribution Amount.

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

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

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

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

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

            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.
With respect to any Accrual Period and each Class of Fixed Rate Certificates,
the lesser of (x) the per annum rate set forth in the following table for such
Class and Accrual Period and (y) the applicable Net Rate Cap for such Class
and the related Distribution Date.



                                      39
<PAGE>

          ------------------------------------------------------------
                                      Pass-Through     Pass-Through
                    Class               Rate (1)         Rate (2)
          ------------------------------------------------------------
                    1-A-2                4.847%            4.847%
          ------------------------------------------------------------
                    1-A-3                4.947%            4.947%
          ------------------------------------------------------------
                    1-A-4                5.323%            5.323%
          ------------------------------------------------------------
                    1-A-5                5.557%            6.057%
          ------------------------------------------------------------
                    1-A-6                5.165%            5.165%
          ------------------------------------------------------------
                    2-A-2                4.898%            4.898%
          ------------------------------------------------------------
                    2-A-3                5.069%            5.069%
          ------------------------------------------------------------
                    2-A-4                5.575%            6.075%
          ------------------------------------------------------------
                    2-A-5                5.245%            5.245%
          ------------------------------------------------------------

(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.

            Percentage Interest: With respect to any Interest-Bearing
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 (without regard to the Class 2-A-3 Policy,
            in the case of the Class 2-A-3 Certificates);

                  (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 (without regard
            to the Class 2-A-3 Policy, in the case of the Class 2-A-3
            Certificates);

                  (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



                                      40
<PAGE>

            institution in a holding company system, the commercial paper or
            long-term unsecured debt obligations of such holding company, but
            only if Moody's is not a Rating Agency) are then rated one of the
            two highest long-term and the highest short-term ratings of each
            such Rating Agency for such securities, or such lower ratings as
            each Rating Agency has confirmed in writing is sufficient for the
            ratings originally assigned to the Certificates by such Rating
            Agency (without regard to the Class 2-A-3 Policy, in the case of
            the Class 2-A-3 Certificates);

                  (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 (without regard
            to the Class 2-A-3 Policy, in the case of the Class 2-A-3
            Certificates);

                  (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 (without regard to the Class 2-A-3 Policy,
            in the case of the Class 2-A-3 Certificates);

                  (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 (without regard to the Class 2-A-3 Policy, in the case of
            the Class 2-A-3 Certificates); 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 (without regard to the Class
            2-A-3 Policy, in the case of the Class 2-A-3 Certificates), 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;



                                      41
<PAGE>

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

            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.



                                      42
<PAGE>

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

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

            Pre-Funded Amount: The amount deposited in the Pre-Funding Account
on the Closing Date, which shall equal $2,264.51.

            Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of the Trustee
for the benefit of the Certificateholders and designated "The Bank of New
York, in trust for registered holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-12." 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.

            Preference Claim: As defined in Section 4.06(h).

            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



                                      43
<PAGE>

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

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

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

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

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

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

            Principal Distribution Amount: With respect to each Distribution
Date 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,



                                      44
<PAGE>

minus (iv) (a) the amount of any Group 1 Overcollateralization Reduction
Amount, in the case of Loan Group 1, (b) the amount of any Group 2
Overcollateralization Reduction Amount, in the case of Loan Group 2, (b) the
amount of any Group 3 Overcollateralization Reduction Amount, in the case of
Loan Group 3 and (d) the amount of any Group 4 Overcollateralization Reduction
Amount, in the case of Loan Group 4.

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

            Principal Relocation Payment: In the case of the Variable Loan
Groups and Variable Interests only, a payment from any Loan Group to a REMIC 2
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 with respect to such Distribution
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
delivered by the Sellers in connection with a substitution of a Mortgage Loan
is less than the aggregate unpaid principal balance of any Deleted Mortgage
Loans 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 Advances relating to principal and certain
expenses reimbursable pursuant to Section 6.03 and reimbursed during the
related Due Period, in each case with respect to such Loan Group.

            Principal Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.08 in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-12". 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 June 10, 2005, relating to
asset-backed securities to be sold by the Depositor.



                                      45
<PAGE>

            Prospectus Supplement: The prospectus supplement dated September
28, 2005, relating to the public offering of the certain Classes of
Certificates offered thereby.

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

            PUD: A Planned Unit Development.

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

            Rating Agency: Each of Moody's 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



                                      46
<PAGE>

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
Fixed Rate Certificates and 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 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.

            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



                                      47
<PAGE>

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 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 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).

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

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

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

            Required Distributions: As defined in the Class 2-A-3 Policy.

            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.

            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



                                      48
<PAGE>

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 and any Loan Group or Loan
Groups, the average of the Sixty-Day Delinquency Rates for such Loan Group or
Loan Groups and such Distribution Date and the two immediately preceding
Distribution Dates.

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

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

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

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

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

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

            Seller Shortfall Interest Requirement: With respect to the
Distribution Date in each of October 2005, November 2005 and December 2005, is
the sum of:

            (a) the product of: (1) the excess of the aggregate Stated
Principal Balances for such Distribution Date of all the Mortgage Loans in the
Mortgage Pool (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 all the
Mortgage Loans in the Mortgage Pool (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:



                                      49
<PAGE>

                  (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 (1) the amount of Current
Interest and Interest Carry Forward Amount due and payable on the
Interest-Bearing Certificates and (2) the Class 2-A-3 Premium, in each case
for such Distribution Date, over (y) Interest Funds otherwise available to pay
(1) Current Interest and the Interest Carry Forward Amount on the
Interest-Bearing Certificates and (2) the Class 2-A-3 Premium, in each case
for such Distribution Date (after giving effect to the addition of any amounts
in clause (a) of this definition of Seller Shortfall Interest Requirement to
Interest Funds for such Distribution Date).

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

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

            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, (b) in the case of the Class 2-A
Certificates, the Class 2-A Principal Distribution Amount, (c) in the case of
the Class 3-A Certificates, the Class 3-A Principal Distribution Amount and
(d) in the case of the Class 4-A Certificates, the Class 4-A Principal
Distribution Amount.

            Senior Principal Distribution Target Amount: With respect to any
Distribution Date will equal the excess of: (1) the aggregate Certificate
Principal Balance of the Class 1-A, Class 2-A, Class 3-A and Class 4-A
Certificates immediately prior to such Distribution Date, over (2) the lesser
of (i) 54.70% of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans for such Distribution Date minus the OC Floor.

            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



                                      50
<PAGE>

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 related Stepdown Date and any Loan Group or Loan Groups, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Stated Principal Balance for such Distribution Date of all Mortgage Loans in
such Loan Group or Loan Groups 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 in such Loan Group or Loan
Groups.

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



                                      51
<PAGE>

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 earlier to occur of (a) the Distribution Date
on which the aggregate Certificate Principal Balance of the Senior
Certificates is reduced to zero, and (b) the later to occur of (x) the
Distribution Date in October 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 54.70% of the aggregate Stated Principal Balance of the Mortgage
Loans for such Distribution Date.

            Stepdown Target Subordination Percentage: For each Class of
Subordinate Certificates, the respective percentage indicated in the following
table:

                                               Stepdown Target
                                                Subordination
                                                 Percentage
                                           ---------------------
            Class M-1....................          37.30%
            Class M-2....................          30.90%
            Class M-3....................          26.90%
            Class M-4....................          23.20%
            Class M-5....................          19.80%
            Class M-6....................          16.50%
            Class M-7....................          13.70%
            Class M-8....................          11.10%
            Class B......................           8.50%


            Subordinate Certificates: The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
Certificates.

            Subordinate Class Principal Distribution Amount: With respect to
any Distribution Date and any Class of Subordinate Certificates, the excess of
(1) the sum of (a) the aggregate Certificate Principal Balance of the Class A
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 (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 for such Distribution Date and (b) the aggregate Stated
Principal Balance of the Mortgage Loans 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 for Loan Group 1, Loan Group 2, Loan Group 3 and Loan
Group 4 until the Certificate Principal Balance thereof is reduced to zero.



                                      52
<PAGE>

            Subordinate Component Balance: With respect to any Distribution
Date and for each of Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group
4, the excess of the principal balance of the Mortgage Loans in 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 aggregate Certificate Principal Balance of the Class 1-A
Certificates in the case of Loan Group 1, the aggregate Certificate Principal
Balance of the Class 2-A Certificates in the case of Loan Group 2, the
Certificate Principal Balance of the Class 3-A Certificates in the case of
Loan Group 3, and the Certificate Principal Balance of the Class 4-A
Certificates in the case of Loan Group 4, in each case immediately prior to
that 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-5.

            Subordinate  Corridor  Contract  Termination Date: With respect to
the Subordinate Corridor Contract, the Distribution Date in August 2012.

            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 on such Distribution Date (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), (b) the weighted
average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 2 on
such Distribution Date (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), (c) the weighted average Adjusted Net
Mortgage Rate of the Mortgage Loans in Loan Group 3 on such Distribution Date
(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 3
and the amount on deposit in the Pre-Funding Account in respect of Loan Group
3 over the outstanding Certificate Principal Balance of the Class 3-A
Certificates) and (d) the weighted average Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Group 4 on such Distribution Date (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 4 and the amount
on deposit in the Pre-Funding Account in respect of Loan Group 4 over the
outstanding Certificate Principal Balance of the Class 4-A 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 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



                                      53
<PAGE>

Loans due after such Subsequent Cut-off Date and received by the Master
Servicer on or before the Subsequent Transfer Date.

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

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

            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)
specifically related to such Liquidated Mortgage Loan after the classification
of such Mortgage Loan as a Liquidated Mortgage Loan.

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

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

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

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

            Subservicer: As defined in Section 3.02(a).

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



                                      54
<PAGE>

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

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

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

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

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

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

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

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

            Trust Fund: The corpus of the trust created hereunder consisting
of (i) the Mortgage Loans and all interest and principal received on or with
respect thereto after the Cut-off Date to the extent not applied in computing
the Cut-off Date Principal Balance thereof, exclusive of interest not required
to be deposited in the Certificate Account pursuant to Section 3.05(b)(2);
(ii) the Certificate Account, the Distribution Account, the Principal Reserve
Fund, the Carryover Reserve Fund, the 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; (vi) the rights of the Trustee for the benefit of the Class
2-A-3 Certificateholders under the Class 2-A-3 Policy; and (vii) all proceeds
of the conversion, voluntary or involuntary, of any of the foregoing into cash
or other liquid property.



                                      55
<PAGE>

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

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

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

            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, Deutsche Bank
Securities Inc. and Greenwich Capital Markets, Inc.

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

            Voting Rights: The voting rights of all the Certificates that are
allocated to any Certificates for purposes of the voting provisions hereunder.
Voting Rights allocated to each Class of Certificates shall be allocated 97%
to the Certificates other than the Class A-R, Class C and Class P Certificates
(with the allocation among the Certificates to be in proportion to the
Certificate Principal Balance of each Class relative to the Certificate
Principal Balance of all other such Classes), and 1% to each of the Class A-R,
Class C and Class P Certificates. Voting Rights will be allocated among the
Certificates of each such Class in accordance with their respective Percentage
Interests. Notwithstanding any of the foregoing, on any date on which any
Class 2-A-3 Certificates are outstanding or any amounts are owed the Class
2-A-3 Insurer under



                                      56
<PAGE>

this Agreement, unless a Class 2-A-3 Insurer Default shall have occurred and
be continuing, the Class 2-A-3 Insurer will be entitled to exercise the Voting
Rights of the Class 2-A-3 Certificateholders, without the consent of the Class
2-A-3 Certificateholders, and the Class 2-A-3 Certificateholders may exercise
such rights only with the prior written consent of the Class 2-A-3 Insurer.

            Section 1.02 Certain Interpretive Provisions.

            All terms defined in this Agreement shall have the defined
meanings when used in any certificate, agreement or other document delivered
pursuant hereto unless otherwise defined therein. For purposes of this
Agreement and all such certificates and other documents, unless the context
otherwise requires: (a) accounting terms not otherwise defined in this
Agreement, and accounting terms partly defined in this Agreement to the extent
not defined, shall have the respective meanings given to them under generally
accepted accounting principles; (b) the words "hereof," "herein" and
"hereunder" and words of similar import refer to this Agreement (or the
certificate, agreement or other document in which they are used) as a whole
and not to any particular provision of this Agreement (or such certificate,
agreement or document); (c) references to any Section, Schedule or Exhibit are
references to Sections, Schedules and Exhibits in or to this Agreement, and
references to any paragraph, subsection, clause or other subdivision within
any Section or definition refer to such paragraph, subsection, clause or other
subdivision of such Section or definition; (d) the term "including" means
"including without limitation"; (e) references to any law or regulation refer
to that law or regulation as amended from time to time and include any
successor law or regulation; (f) references to any agreement refer to that
agreement as amended from time to time; 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 (i) sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit of the
Certificateholders and the Class 2-A-3 Insurer, without recourse,



                                      57
<PAGE>

all right title and interest in the Initial Mortgage Loans and (ii) causes the
Class 2-A-3 Insurer to deliver the Class 2-A-3 Policy to the Trustee.

            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) and the terms and
conditions of this Agreement, each Seller sells, transfers, assigns, sets over
and otherwise conveys to the Depositor, without recourse, on each Subsequent
Transfer Date, all the right, title and interest of such Seller in and to the
related Subsequent Mortgage Loans, including all interest and principal
received and receivable by such Seller on or with respect to such Subsequent
Mortgage Loans after the related Subsequent Cut-off Date (to the extent not
applied in computing the Cut-off Date Principal Balance thereof) or deposited
into the Certificate Account by the Master Servicer on behalf of such Seller
as part of any related Subsequent Certificate Account Deposit as provided in
this Agreement, other than principal due on such Subsequent Mortgage Loans on
or prior to the 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 and the Class 2-A-3 Insurer, without recourse, all right
title and interest in the Subsequent Mortgage Loans.

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

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

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

                  (1) 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



                                      58
<PAGE>

      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);

                  (2) 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 any ratings assigned to the
      Certificates by the Rating Agencies (without regard to the Class 2-A-3
      Policy, in the case of the Class 2-A-3 Certificates);

                  (3) 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;

                  (4) each Subsequent Mortgage Loan conveyed on such
      Subsequent Transfer Date satisfies the representations and warranties
      applicable to it under this Agreement, provided, however, that with
      respect to a breach of a representation and warranty with respect to a
      Subsequent Mortgage Loan set forth in this clause (4), the obligation
      under Section 2.03(e) of this Agreement of the applicable Seller, to
      cure, repurchase or replace such Subsequent Mortgage Loan shall
      constitute the sole remedy against such Seller respecting such breach
      available to Certificateholders, the Depositor or the Trustee;

                  (5) 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;

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

                  (7) 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;

Loan Group 1
                                                                    Permitted
                                                                   Variance or
Characteristic                                       Value            Range
-----------------------------------------------  ------------    --------------
Average Stated Principal Balance...............    $187,831            10%
Weighted Average Mortgage Rate.................     6.787%            0.10%
Weighted Average Original Loan-to-Value Ratio..     76.70%             3%
Weighted Average Remaining Term to Maturity....   352 months        3 months



                                      59
<PAGE>

Weighted Average Credit Bureau Risk Score......   629 points        5 points



Loan Group 2
                                                                    Permitted
                                                                   Variance or
Characteristic                                       Value            Range
-----------------------------------------------  ------------    --------------
Average Stated Principal Balance............       $178,890            10%
Weighted Average Mortgage Rate..............        7.388%            0.10%
Weighted Average Original Loan-to-Value Ratio       83.13%             3%
Weighted Average Remaining Term to Maturity.      359 months        3 months
Weighted Average Credit Bureau Risk Score...      599 points        5 points



Loan Group 3
                                                                    Permitted
                                                                   Variance or
Characteristic                                       Value            Range
-----------------------------------------------  ------------    --------------
Average Stated Principal Balance............       $173,362            10%
Weighted Average Mortgage Rate..............        7.267%            0.10%
Weighted Average Original Loan-to-Value Ratio       83.36%             3%
Weighted Average Remaining Term to Maturity.      357 months        3 months
Weighted Average Credit Bureau Risk Score...      602 points        5 points



Loan Group 4
                                                                    Permitted
                                                                   Variance or
Characteristic                                       Value            Range
-----------------------------------------------  ------------    --------------
Average Stated Principal Balance............       $368,285            10%
Weighted Average Mortgage Rate..............        6.959%            0.10%
Weighted Average Original Loan-to-Value Ratio       85.26%             3%
Weighted Average Remaining Term to Maturity.      357 months        3 months
Weighted Average Credit Bureau Risk Score...      609 points        5 points

                  (8) 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

                  (9) 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



                                      60
<PAGE>

      formed hereunder to fail to qualify as a REMIC, such opinion to be
      delivered as provided in Section 2.01(f).

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

            (f) Within six Business Days after each Subsequent Transfer Date,
upon (1) delivery to the Trustee by the Depositor of the Opinions of Counsel
referred to in Section 2.01(e)(1) and (e)(9), (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). 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)(6) and (7).

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

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



                                      61
<PAGE>

                  (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 2005-12, CWABS, Inc., by The
            Bank of New York, a New York banking corporation, as trustee under
            the Pooling and Servicing Agreement dated as of September 1, 2005,
            without recourse" (each such assignment, when duly and validly
            completed, to be in recordable form and sufficient to effect the
            assignment of and transfer to the assignee thereof, under the
            Mortgage to which such assignment relates);

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

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

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

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

            In the event that in connection with any Mortgage Loan that is not
a MERS Mortgage Loan a Seller cannot deliver the original recorded Mortgage or
all interim recorded



                                      62
<PAGE>

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 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 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 Trustee as promptly as possible
upon receipt thereof. If the public recording office in which a Mortgage or
interim assignment thereof is recorded retains the original of such Mortgage
or assignment, a copy of the original Mortgage or assignment so retained, with
evidence of recording thereon, certified to be true and complete by such
recording office, shall satisfy a Seller's obligations in Section 2.01. If any
document submitted for recording pursuant to this Agreement is (x) lost prior
to recording or rejected by the applicable recording office, the applicable
Seller shall immediately prepare or cause to be prepared a substitute and
submit it for recording, and shall deliver copies and originals thereof in
accordance with the foregoing or (y) lost after recording, the applicable
Seller shall deliver to the 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 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 Trustee within the time periods specified in this Section 2.01.

            With respect to each Mortgage Loan other than a MERS Mortgage Loan
as to which the related Mortgaged Property and Mortgage File are located in
(a) the State of California or (b) any other jurisdiction under the laws of
which the recordation of the assignment specified in clause (iii) above is not
necessary to protect the Trustee's and the Certificateholders' interest in the
related Mortgage Loan, as evidenced by an Opinion of Counsel delivered by CHL
to the Trustee and a copy to the Rating Agencies, in lieu of recording the
assignment specified in clause (iii) above, the applicable Seller may deliver
an unrecorded assignment in blank, in form otherwise suitable for recording to
the 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 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



                                      63
<PAGE>

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

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

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



                                      64
<PAGE>

Mortgage Loans), the Trustee shall, in accordance with the provisions of
Section 2.02, send a Delay Delivery Certification substantially in the form
annexed hereto as Exhibit G-3 (with any applicable exceptions noted thereon)
for all Delay Delivery Mortgage Loans delivered within thirty (30) days after
such date. The Trustee will promptly send a copy of such Delay Delivery
Certification to each Rating Agency.

            Section 2.02 Acceptance by Trustee of the Mortgage Loans.

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

            The Trustee agrees to execute and deliver on the Closing Date to
the Depositor, the Master Servicer and CHL (on behalf of each Seller) an
Initial Certification substantially in the form annexed hereto as Exhibit G-1
to the effect that, as to each Initial Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Initial Mortgage Loan paid in full or any
Initial Mortgage Loan specifically identified in such certification as not
covered by such certification), the documents described in Section 2.01(g)(i)
and, in the case of each Initial Mortgage Loan that is not a MERS Mortgage
Loan, the documents described in Section 2.01(g)(iii) with respect to such
Initial Mortgage Loans as are in the 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
Trustee pursuant to the Agreement with respect to such Initial Mortgage Loans
are in its possession (except those documents described in Section
2.01(g)(vi)) and based on its review and examination and only as to the
foregoing documents, (i) such documents appear regular on their face and
relate to such Initial Mortgage Loan, and (ii) the information set forth in
items (i), (iv), (v), (vi), (viii), (ix) and (xv) 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 Trustee shall be under
no duty or obligation to inspect, review or examine such documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded in the real estate records or that they are other
than what they purport to be on their face.



                                      65
<PAGE>

            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), the Class 2-A-3 Insurer 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 Trustee shall review each Mortgage File with respect
to the Initial Mortgage Loans to determine that such Mortgage File contains
the following documents:

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

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

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

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

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

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

            If, in the course of such review, the 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



                                      66
<PAGE>

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, 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 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 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 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 Trustee, upon the execution
or receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File that come into the possession of such Seller
from time to time.

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

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



                                      67
<PAGE>

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

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

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

            In connection with the Trustee's completion and delivery of such
Final Certification, the 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



                                      68
<PAGE>

      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;

                  (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 Trustee finds any document
or documents constituting a part of such Mortgage File that do not meet the
requirements of clauses (i)-(iv) and (vi) above, the Trustee shall include
such exceptions in such Final Certification (and the Trustee shall state in
such Final Certification whether any Mortgage File does not then include the
original or duplicate original lender's title policy or a printout of the
electronic equivalent and all riders thereto). If the public recording office
in which a Mortgage or assignment thereof is recorded retains the original of
such Mortgage or assignment, a copy of the original Mortgage or assignment so
retained, with evidence of recording thereon, certified to be true and
complete by such recording office, shall be deemed to satisfy the requirements
of clause (ii), (iii) or (iv) above, as applicable. CHL shall promptly correct
or cure such defect referred to above within 90 days from the date it was so
notified of such defect and, if CHL does not correct or cure such defect
within such period, CHL shall either (A) if the time to cure such defect
expires prior to the end of the second anniversary of the Closing Date,
substitute for the related Subsequent Mortgage Loan a Replacement Mortgage
Loan, which substitution shall be accomplished in the manner and subject to
the conditions set forth in Section 2.03, or (B) purchase such Subsequent
Mortgage Loan from the Trust Fund within 90 days from the date CHL was
notified of such defect in writing at the Purchase Price of such Subsequent
Mortgage Loan; provided that any such substitution pursuant to (A) above or
repurchase pursuant to (B) above shall not be effected prior to the delivery
to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and
any substitution pursuant to (A) above shall not be effected prior to the
additional delivery to the



                                      69
<PAGE>

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 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 Trustee, upon the execution
or receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File that come into the possession of such Seller
from time to time.

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

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

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

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

                  (2) The Master Servicer has the full partnership power and
      authority to sell and service each Mortgage Loan, and to execute,
      deliver and perform, and to enter into and consummate the transactions
      contemplated by this Agreement and has duly



                                      70
<PAGE>

      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 having jurisdiction over it
      which breach or violation may materially impair the Master Servicer's
      ability to perform or meet any of its obligations under this Agreement.

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

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

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



                                      71
<PAGE>

                  (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 3.

            (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 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



                                      72
<PAGE>

      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.

                  (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%.



                                      73
<PAGE>

                  (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.

                  (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



                                      74
<PAGE>

      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 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



                                      75
<PAGE>

      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.

                  (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,
      Loan Group 2, Loan Group 3 and Loan Group 4 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, Loan Group 2, Loan Group 3 and Loan Group 4 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, Loan Group 2, Loan Group 3 and Loan Group 4 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, Loan Group 2, Loan Group 3 and Loan Group 4 are secured by
      high-rise condominium units. No more than approximately the percentage



                                      76
<PAGE>

      specified in the Collateral Schedule of the Initial Mortgage Loans in
      Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 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, Loan Group 2, Loan Group 3 and Loan Group 4 are secured by
      PUDs.

                  (33) Each Initial Mortgage Loan in Loan Group 1, Loan Group
      2, Loan Group 3 and Loan Group 4 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, a Three-Year
      Hybrid Mortgage Loan or a Five-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; 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; and each Initial Mortgage Loan that is a Five-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, Loan
      Group 2, Loan Group 3 and Loan Group 4 provide for a Prepayment Charge.

                  (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, Loan Group 2, Loan Group 3 and Loan Group 4, 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, Loan Group 2, Loan Group 3 and Loan Group 4
      respectively, are secured by owner-occupied Mortgaged Properties that
      are primary residences.

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



                                      77
<PAGE>

      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.

                  (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



                                      78
<PAGE>

      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, Loan Group 2, Loan Group 3 and Loan Group 4 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 as to which the representations
      and warranties made as to the Mortgage Loans set forth in this Section
      2.03(b) and Sections 2.03(c) and 2.03(d) can be made. No selection was
      made in a manner that would adversely affect the interests of
      Certificateholders.

                  (50) The Gross Margins on the Initial Mortgage Loans in Loan
      Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 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.



                                      79
<PAGE>

                  (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, 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.



                                      80
<PAGE>

      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 or any similar state or
      local law.

                  (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.



                                      81
<PAGE>

                  (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 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.



                                      82
<PAGE>

                  (77) Representations and Warranties relating to the Mortgage
      Loans in Loan Group 3:

                  (i) No Mortgage Loan in Loan Group 3 is covered by the Home
            Ownership and Equity Protection Act of 1994 ("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 3
            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 3 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;

                  (iv) With respect to (a) any Mortgage Loan in Loan Group 3
            originated by CHL from August 1, 2004 through April 30, 2005 and
            (b) any Mortgage Loan in Loan Group 3 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; and with respect to any
            Mortgage Loan in Loan Group 3 and originated on or after May 1,
            2005, neither the related mortgage nor the related mortgage note
            requires the borrower to submit to arbitration to resolve any
            dispute arising out of or relating in any way to the mortgage loan
            transaction; and

                  (v) Each Mortgage Loan in Loan Group 3 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.

                  (78) The representations in Section 2.03(c)(1)-(6) and
      2.03(d)(1)-(6) are true and correct.

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



                                      83
<PAGE>

                  (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 impair Park Monaco's
      ability to perform or meet any of its obligations under this Agreement.



                                      84
<PAGE>

                  (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 Agreement, assuming the due authorization, execution and
      delivery hereof by the other parties hereto, constitutes a legal, valid
      and binding obligation of Park Sienna,



                                      85
<PAGE>

      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 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.



                                      86
<PAGE>

            (e) Upon discovery by any of the parties hereto of a breach of a
representation or warranty set forth in Section 2.03(a) through (d) that
materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan, the party discovering such breach shall give prompt notice
thereof to the other parties and the NIM Insurer. Each of the Master Servicer
and the Sellers (each, a "Representing Party") hereby covenants with respect
to the representations and warranties set forth in Sections 2.03(a) through
(d) that within 90 days of the earlier of the discovery by such Representing
Party or receipt of written notice by such Representing Party from any party
of a breach of any representation or warranty set forth herein made that
materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan or the Class 2-A-3 Insurer, 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, with the Mortgage Note endorsed
and the Mortgage assigned as required by Section 2.01. No substitution will be
made in any calendar month after the Determination Date for such month.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and will be retained by the
applicable Seller delivering such Replacement Mortgage Loan on such
Distribution Date. For the month of substitution, distributions to
Certificateholders will include



                                      87
<PAGE>

the Scheduled Payment due on any Deleted Mortgage Loan for the related Due
Period and thereafter the applicable Seller shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan. The Master Servicer
shall amend the Mortgage Loan Schedule for the benefit of the
Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the substitution of the Replacement Mortgage Loan or Loans and the Master
Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon
such substitution, the Replacement Mortgage Loan or Loans shall be subject to
the terms of this Agreement in all respects, and the applicable Seller
delivering such Replacement Mortgage Loan shall be deemed to have made with
respect to such Replacement Mortgage Loan or Loans, as of the date of
substitution, the representations and warranties set forth in Section 2.03(b),
(c) or (d) with respect to such Mortgage Loan. Upon any such substitution and
the deposit to the Certificate Account of the amount required to be deposited
therein in connection with such substitution as described in the following
paragraph, the 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 on the Determination Date for the Distribution Date
in the month following the month during which such Seller became obligated to
repurchase or replace such Mortgage Loan and upon such deposit of the Purchase
Price, the delivery of the Opinion of Counsel required by Section 2.05, if
any, and the receipt of a Request for File Release, the Trustee shall release
the related Mortgage File held for the benefit of the Certificateholders to
such Seller, and the Trustee shall execute and deliver at such Person's
direction the related instruments of transfer or assignment prepared by such
Seller, in each case without recourse, as shall be necessary to transfer title
from the Trustee for the benefit of the Certificateholders and transfer the
Trustee's interest to such Seller to any Mortgage Loan purchased pursuant to
this Section 2.03. It is understood and agreed that the obligation under this
Agreement of the Sellers to cure, repurchase or replace any Mortgage Loan as
to which a breach has occurred and is continuing shall constitute the sole
remedy against the Sellers respecting such breach available to
Certificateholders, the Depositor or the Trustee.



                                      88
<PAGE>

            (f) The representations and warranties set forth in this Section
2.03 shall survive delivery of the respective Mortgage Files to the 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.

                  (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



                                      89
<PAGE>

      Agreement or the ability of the Depositor to perform its obligations
      under this Agreement or any Subsequent Transfer Agreement in accordance
      with the terms hereof or thereof.

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

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

            It is understood and agreed that the representations and
warranties set forth in the two immediately preceding paragraphs shall survive
delivery of the Mortgage Files to the Trustee. Upon discovery by the Depositor
or the Trustee, of a breach of any of the foregoing representations and
warranties set forth in the immediately preceding paragraph (referred to
herein as a "breach"), which breach materially and adversely affects the
interest of the Certificateholders, the party discovering such breach shall
give prompt written notice to the others and to each Rating Agency and the NIM
Insurer. The Depositor hereby covenants with respect to the representations
and warranties made by it in this Section 2.04 that within 90 days of the
earlier of the discovery by 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).

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

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



                                      90
<PAGE>

such repurchase or substitution, as applicable, will not result in the events
described in clause (i) or clause (ii) of the preceding sentence.

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

            Section 2.06 Authentication and Delivery of Certificates.

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

            Section 2.07 Covenants of the Master Servicer.

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

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

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

                                 ARTICLE III.
                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            Section 3.01 Master Servicer to Service Mortgage Loans.

            For and on behalf of the Certificateholders, the Master Servicer
shall service and administer the Mortgage Loans in accordance with customary
and usual standards of practice of prudent mortgage loan lenders in the
respective states in which the Mortgaged Properties are



                                      91
<PAGE>

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), 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.

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



                                      92
<PAGE>

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 (without
regard to the Class 2-A-3 Policy in the case of the Class 2-A-3 Certificates),
as evidenced by a letter to that effect delivered by each Rating Agency to the
Depositor and the NIM Insurer and (iii) the NIM Insurer shall have consented
to such subservicing agreements (which consent shall not be unreasonably
withheld) with Subservicers, for the servicing and administration of the
Mortgage Loans. The Master Servicer shall deliver to the Trustee copies of all
Sub-Servicing Agreements, and any amendments or modifications thereof,
promptly upon the Master Servicer's execution and delivery of such
instruments. The Master Servicer, with the written consent of the NIM Insurer
(which consent shall not be unreasonably withheld), shall be entitled to
terminate any Subservicing Agreement and the rights and obligations of any
Subservicer pursuant to any Subservicing Agreement in accordance with the
terms and conditions of such Subservicing Agreement. Notwithstanding the
provisions of any subservicing agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master



                                      93
<PAGE>

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, the Class 2-A-3
                         Insurer and the Trustee in Respect of the Master
                         Servicer.

            None of the Trustee, the Sellers, the Certificateholders, the NIM
Insurer, the Class 2-A-3 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, the Class 2-A-3 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, the Class 2-A-3 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, the Class
2-A-3 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, the Class 2-A-3 Insurer or the Trust Fund, and in either case, the
Depositor, the NIM Insurer, the Class 2-A-3 Insurer or the Trustee, as the
case may be, shall use its reasonable best efforts to assure the
confidentiality of any such disseminated non-public information. The Depositor
may, but is not obligated to, enforce the obligations of the Master Servicer
under this Agreement and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of



                                      94
<PAGE>

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 or (v) deemed to have made any representations and warranties
hereunder, including pursuant to Section 2.03 or the first paragraph of
Section 6.02 hereof). If the Master Servicer shall for any reason no longer be
the Master Servicer (including by reason of any Event of Default), the Trustee
(or any other successor servicer) may, at its option, succeed to any rights
and obligations of the Master Servicer under any subservicing agreement in
accordance with the terms thereof; provided that the Trustee (or any other
successor servicer) shall not incur any liability or have any obligations in
its capacity as servicer under a subservicing agreement arising prior to the
date of such succession unless it expressly elects to succeed to the rights
and obligations of the Master Servicer thereunder; and the Master Servicer
shall not thereby be relieved of any liability or obligations under the
subservicing agreement arising prior to the date of such succession.

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

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

            (a) The Master Servicer shall make reasonable efforts in
accordance with customary and usual standards of practice of prudent mortgage
lenders in the respective states in which the Mortgaged Properties are located
to collect all payments called for under the terms and provisions of the
Mortgage Loans to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Required Insurance
Policy. Consistent with the foregoing, the Master Servicer may in its
discretion (i) waive any late payment charge or, subject to Section 3.20, any
Prepayment Charge or penalty interest in connection with the prepayment of a
Mortgage Loan and (ii) extend the due dates for payments due on a Mortgage
Note for a period not greater than 270 days. In the event of any such
arrangement, the Master



                                      95
<PAGE>

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) in connection with any losses on
      Permitted Investments;

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

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

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



                                      96
<PAGE>

                  (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.

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

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

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

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

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



                                      97
<PAGE>

            (d) If the Pre-Funded Amount is greater than zero, the Trustee
shall establish and maintain, on behalf of the Certificateholders, the
Pre-Funding Account, and 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.

            (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.



                                      98
<PAGE>

            (g) Except as otherwise expressly provided in this Agreement, if
any default occurs under any Permitted Investment, the Trustee may and,
subject to Sections 8.01 and 8.02(a)(4), at the request of the Holders of
Certificates representing more than 50% of the Voting 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,
the Class 2-A-3 Insurer and the Trustee reasonable access to all records and
documentation regarding the Mortgage Loans and all accounts, insurance
policies and other matters relating to this Agreement, such access being
afforded without charge, but only upon reasonable request and during normal
business hours at the offices of the Master Servicer designated by it. Upon
request, the Master Servicer shall furnish to the Trustee and the NIM Insurer
its most recent publicly available financial statements and any other
information relating to its capacity to perform its obligations under this
Agreement reasonably requested by the NIM Insurer.

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



                                      99
<PAGE>

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

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

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

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

                  (iii) [Reserved];

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

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

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

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

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



                                     100
<PAGE>

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

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

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

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

            In addition, no later than 1:00 p.m. Pacific time on the
Distribution Account Deposit Date, the Master Servicer shall withdraw from the
Certificate Account and remit to the Trustee the Interest Remittance Amount
and Principal Remittance Amount 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 first Distribution Date, the
Trustee shall transfer $100.00 from the Principal Reserve Fund to the
Distribution Account, and on the first Distribution Date, the Trustee shall
withdraw $100 and distribute such amount to the Class A-R Certificates in
reduction of the Certificate Principal Balance thereof.

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

            (b) The Trustee shall withdraw funds from the Distribution Account
for distribution to the Certificateholders and the Class 2-A-3 Insurer in the
manner specified in this Agreement (and to withhold from the amounts so
withdrawn, the amount of any taxes that it is authorized to retain pursuant to
the penultimate paragraph of Section 8.11). In addition, the



                                     101
<PAGE>

Trustee may from time to time make withdrawals from the Distribution Account
for the following purposes:

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

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

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

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

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

                  (vi) to 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). 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 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



                                     102
<PAGE>

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. If the hazard policy contains a deductible clause, the Master
Servicer will be required to deposit from its own funds into the Certificate
Account the amounts that would have been deposited therein but for the
deductible clause.

            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), 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



                                     103
<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), 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 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 Modified
Mortgage Loan from the Trust Fund as described below. Effective immediately
after



                                     104
<PAGE>

the modification, and, in any event, on the same Business Day on which the
modification occurs, all interest of the Trustee in the Modified Mortgage Loan
shall automatically be deemed transferred and assigned to the Master Servicer
and all benefits and burdens of ownership thereof, including the right to
accrued interest thereon from the date of modification and the risk of default
thereon, shall pass to the Master Servicer. The Master Servicer shall promptly
deliver to the Trustee a certification of a Servicing Officer to the effect
that all requirements of this paragraph have been satisfied with respect to
the Modified Mortgage Loan. For federal income tax purposes, the Trustee shall
account for such purchase as a prepayment in full of the Modified Mortgage
Loan. The Master Servicer shall deposit the Purchase Price for any Modified
Mortgage Loan in the Certificate Account pursuant to Section 3.05 within one
Business Day after the purchase of the Modified Mortgage Loan. Upon receipt by
the Trustee of written notification of any such deposit signed by a Servicing
Officer, the Trustee shall release to the Master Servicer the related Mortgage
File and shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as shall be necessary to vest in the Master
Servicer any Modified Mortgage Loan previously transferred and assigned
pursuant hereto. The Master Servicer covenants and agrees to indemnify the
Trust Fund against any liability for any "prohibited transaction" taxes and
any related interest, additions, and penalties imposed on the Trust Fund
established hereunder as a result of any modification of a Mortgage Loan
effected pursuant to this subsection (a), 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 Account
pursuant to Section 3.08 hereof). The Master Servicer shall be responsible for
all other



                                     105
<PAGE>

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 otherwise used for the production of income by or
on behalf of the Trust Fund in such a manner



                                     106
<PAGE>

or pursuant to any terms that would (i) cause such Mortgaged Property to fail
to qualify as "foreclosure property" within the meaning of section 860G(a)(8)
of the Code or (ii) subject the Trust Fund to the imposition of any federal,
state or local income taxes on the income earned from such Mortgaged Property
under section 860G(c) of the Code or otherwise, unless the Master Servicer has
agreed to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.

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

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

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

            (c) [Reserved].

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



                                     107
<PAGE>

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 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 Trustee by delivering a Request for File Release. Upon receipt of such
request, the Trustee shall promptly release the related Mortgage File to the
Master Servicer, and the Trustee shall at the Master Servicer's direction
execute and deliver to the Master Servicer the request for reconveyance, deed
of reconveyance or release or satisfaction of mortgage or such instrument
releasing the lien of the Mortgage in each case provided by the Master
Servicer, together with the Mortgage Note with written evidence of
cancellation thereon. The Master Servicer is authorized to cause the removal
from the registration on the MERS(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 Trustee shall, upon delivery to the 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 Trustee when the need therefor
by the Master Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Certificate Account,
in which case the Master Servicer shall deliver to the Trustee a Request for
File Release for any remaining documents in the Mortgage File not in the
possession of the Master Servicer.



                                     108
<PAGE>

            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 Trustee to be returned
to the Trustee within 21 calendar days after possession thereof shall have
been released by the 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 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 Trustee as required by this Agreement all
documents and instruments in respect of a Mortgage Loan coming into the
possession of the Master Servicer from time to time and shall account fully to
the Trustee for any funds received by the Master Servicer or that otherwise
are collected by the Master Servicer as Liquidation Proceeds, Insurance
Proceeds or Subsequent Recoveries in respect of any Mortgage Loan. All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds or Subsequent
Recoveries including but not limited to, any funds on deposit in the
Certificate Account, shall be held by the Master Servicer for and on behalf of
the Trust Fund and shall be and remain the sole and exclusive property of the
Trust Fund, subject to the applicable provisions of this Agreement. The Master
Servicer also agrees that it shall not create, incur or subject any Mortgage
File or any funds that are deposited in the Certificate Account, the
Distribution Account, the Carryover Reserve Fund or in any Escrow Account (as
defined in Section 3.06), or any funds that otherwise are or may become due or
payable to the Trustee for the benefit of the Certificateholders, to any
claim, lien, security interest, judgment, levy, writ of 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.



                                     109
<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



                                     110
<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 into the Carryover Reserve Fund. The Master Servicer
shall deposit any amounts received on behalf of the Trustee from time to time
with respect to 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 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 Carryover for the applicable



                                     111
<PAGE>

Classes of Certificates as provided in Section 4.04(d) on the Distribution
Dates following such termination to and including the applicable Corridor
Contract Termination Date, but shall not be available for distribution to the
Class C Certificates pursuant to Section 4.08(c) until such Corridor Contract
Termination Date. On each Corridor Contract Termination Date, after all other
distributions on such date, if any such amounts in respect of early
termination of the related 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



                                     112
<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. The
obligation to make Advances with respect to any Mortgage Loan shall continue
until such Mortgage Loan is paid in full or becomes a Liquidated Mortgage Loan
or until the purchase or repurchase thereof (or substitution therefor)



                                     113
<PAGE>

from the Trustee pursuant to any applicable provision of this Agreement,
except as otherwise provided in this Section 4.01.

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

            (e) 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.



                                     114
<PAGE>

            Section 4.03 [Reserved].

            Section 4.04 Distributions.

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

                  (i) concurrently:

                        (a) from the 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;

                        (b) from the Interest Funds for Loan Group 2,
                  sequentially:

                              (1) concurrently, to the Class 2-A-3 Insurer,
                        the Class 2-A-3 Premium for such Distribution Date and
                        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

                              (2) to the Class 2-A-3 Insurer, any Class 2-A-3
                        Reimbursement Amount;

                        (c) from the Interest Funds for Loan Group 3, to the
                  Class 3-A Certificates, the Current Interest and Interest
                  Carry Forward Amount for such Class and such Distribution
                  Date;

                        (d) from the Interest Funds for Loan Group 4, to the
                  Class 4-A Certificates, the Current Interest and Interest
                  Carry Forward Amount for such Class and such Distribution
                  Date;

                  (ii) from the remaining Interest Funds for all four Loan
            Groups to each Class of Class A Certificates and the Class 2-A-3
            Insurer, any remaining Current Interest and Interest Carry Forward
            Amount or any Class 2-A-3 Premium or Class 2-A-3 Reimbursement
            Amount, as applicable, not paid pursuant to clauses (i)(a),
            (i)(b), (i)(c) and (i)(d) above, pro rata, based on (a) the
            Certificate Principal Balances thereof, to the extent needed to
            pay any Current Interest and Interest Carry Forward Amount for
            each such Class and (b) any remaining Class 2-A-3 Premium and any
            remaining Class 2-A-3 Reimbursement Amount, as applicable
            (provided, however that any such Interest Funds allocated to the
            Class 2-A Certificates and the Class 2-A-3 Insurer will be
            distributed as provided in clause (i)(b) above); 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 Class A Certificates with respect to
            which there remains any unpaid Current Interest and



                                     115
<PAGE>

            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 all four Loan
            Groups in the following order of priority:

                        (a) sequentially, to the Class M-1, Class M-2, Class
                  M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
                  and Class B Certificates, in that order, the Current
                  Interest for each such Class; and

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

            (b) On each Distribution Date, the Principal Distribution Amount
for such Distribution Date with respect to each Loan Group shall be
distributed by the Trustee from the Distribution Account in the following
order of priority (with the Principal Distribution Amount exclusive of the
portion thereof consisting of the Extra Principal Distribution Amount being
applied first and the Extra Principal Distribution Amount being applied
thereafter):

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

                  (A) concurrently:

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

                        (a) to the Classes of Class 1-A Certificates, in the
                  order and priorities described in clause (3) below, until
                  the Certificate Principal Balances thereof are reduced to
                  zero; and

                        (b) pro rata (based on (x) the sum of (1) the
                  aggregate Certificate Principal Balance of the Class 2-A
                  Certificates and (2) any remaining Class 2-A-3 Premium and
                  any remaining Class 2-A-3 Reimbursement Amount, in each case
                  that has not been paid from Interest Funds for Loan Group 2
                  for such Distribution Date, (y) the Certificate Principal
                  Balance of the Class 3-A Certificates and (z) the
                  Certificate Principal Balance of the Class 4-A Certificates)
                  to (I) the Classes of Class 2-A Certificates and the Class
                  2-A-3 Insurer (after the distribution of the Principal
                  Distribution Amount from Loan Group 2 as provided in clause
                  (1)(A)(ii)(a) below), in the order, amounts and priorities
                  described in clause (4)(A) below, until the Certificate
                  Principal Balances thereof and the amounts due to the Class
                  2-A-3 Insurer are reduced to zero, (II) the Class 3-A
                  Certificates (after the distribution of the Principal
                  Distribution Amount from Loan Group 3 as provided in clause



                                     116
<PAGE>

                  (1)(A)(iii)(a) below), until the Certificate Principal
                  Balance thereof is reduced to zero and (III) the Class 4-A
                  Certificates (after the distribution of the Principal
                  Distribution Amount from Loan Group 4 as provided in clause
                  (1)(A)(iv)(a) below), until the Certificate Principal
                  Balance thereof is reduced to zero;

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

                        (a) to the Classes of Class 2-A Certificates and the
                  Class 2-A-3 Insurer, in the order, amounts and priorities
                  described in clause (4)(A) below; and

                        (b) pro rata (based on (x) the aggregate Certificate
                  Principal Balance of the Class 1-A Certificates, (y) the
                  Certificate Principal Balance of the Class 3-A Certificates
                  and (z) the Certificate Principal Balance of the Class 4-A
                  Certificates) to (I) the Classes of Class 1-A Certificates
                  (after the distribution of the Principal Distribution Amount
                  from Loan Group 1 as provided in clause (1)(A)(i)(a) above),
                  in the order and priorities described in clause (3) below,
                  until the Certificate Principal Balances thereof are reduced
                  to zero, (II) the Class 3-A Certificates (after the
                  distribution of the Principal Distribution Amount from Loan
                  Group 3 as provided in clause (1)(A)(iii)(a) below), until
                  the Certificate Principal Balance thereof is reduced to zero
                  and (III) the Class 4-A Certificates (after the distribution
                  of the Principal Distribution Amount from Loan Group 4 as
                  provided in clause (1)(A)(iv)(a) below), until the
                  Certificate Principal Balance thereof is reduced to zero;

                  (iii) from the Principal Distribution Amount for Loan Group
            3, sequentially:

                        (a) to the Class 3-A Certificates, until the
                  Certificate Principal Balance thereof is reduced to zero;
                  and

                        (b) pro rata (based on (x) the aggregate Certificate
                  Principal Balance of the Class 1-A Certificates, (y) the sum
                  of (1) the aggregate Certificate Principal Balance of the
                  Class 2-A Certificates and (2) any remaining Class 2-A-3
                  Premium and any remaining Class 2-A-3 Reimbursement Amount,
                  in each case that has not been paid from Interest Funds for
                  Loan Group 2 for such Distribution Date, and (z) the
                  Certificate Principal Balance of the Class 4-A Certificates)
                  to (I) the Classes of Class 1-A Certificates (after the
                  distribution of the Principal Distribution Amount from Loan
                  Group 1 as provided in clause (1)(A)(i)(a) above), in the
                  order and priorities described in clause (3) below, until
                  the Certificate Principal Balances thereof are reduced to
                  zero, (II) the Classes of Class 2-A Certificates and the
                  Class 2-A-3 Insurer (after the distribution of the Principal
                  Distribution Amount from Loan Group 2 as provided in clause
                  (1)(A)(ii)(a) above), in the order, amounts and priorities
                  described in clause (4)(A) below, until the Certificate
                  Principal Balances thereof and the amounts due to the Class
                  2-A-3 Insurer are reduced to zero and (III)



                                     117
<PAGE>

            the Class 4-A Certificates (after the distribution of the
            Principal Distribution Amount from Loan Group 4 as provided in
            clause (1)(A)(iv)(a) below), until the Certificate Principal
            Balance thereof is reduced to zero; and

                  (iv) from the Principal Distribution Amount for Loan Group
            4, sequentially:

                        (a) to the Class 4-A Certificates, until the
                  Certificate Principal Balance thereof is reduced to zero;
                  and

                        (b) pro rata (based on (x) the aggregate Certificate
                  Principal Balance of the Class 1-A Certificates, (y) the sum
                  of (1) the aggregate Certificate Principal Balance of the
                  Class 2-A Certificates and (2) any remaining Class 2-A-3
                  Premium and any remaining Class 2-A-3 Reimbursement Amount,
                  in each case that has not been paid from Interest Funds for
                  Loan Group 2 for such Distribution Date, and (z) the
                  Certificate Principal Balance of the Class 3-A Certificates)
                  to (I) the Classes of Class 1-A Certificates (after the
                  distribution of the Principal Distribution Amount from Loan
                  Group 1 as provided in clause (1)(A)(i)(a) above), in the
                  order and priorities described in clause (3) below, until
                  the Certificate Principal Balances thereof are reduced to
                  zero, (II) the Classes of Class 2-A Certificates and the
                  Class 2-A-3 Insurer (after the distribution of the Principal
                  Distribution Amount from Loan Group 2 as provided in clause
                  (1)(A)(ii)(a) above), in the order, amounts and priorities
                  described in clause (4)(A) below, until the Certificate
                  Principal Balances thereof and the amounts due to the Class
                  2-A-3 Insurer are reduced to zero and (III) the Class 3-A
                  Certificates (after the distribution of the Principal
                  Distribution Amount from Loan Group 3 as provided in clause
                  (1)(A)(iii)(a) above), until the Certificate Principal
                  Balance thereof is reduced to zero; and

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

                  (i) sequentially, to the Class M-1, Class M-2, Class M-3,
            Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
            Certificates, in that order, in each case until the Certificate
            Principal Balance thereof is reduced to zero,

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

                  (2) with respect to any 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 all four Loan Groups, sequentially:

                  (A) in an amount up to the Senior Principal Distribution
            Target Amount, pro rata based on the related Senior Principal
            Distribution Allocation



                                     118
<PAGE>

            Amount for each such Class of Certificates, concurrently, to (I)
            the Classes of Class 1-A Certificates in an amount up to the Class
            1-A Principal Distribution Amount in the order and priorities
            described in clause (3) below, until the Certificate Principal
            Balances thereof are reduced to zero, (II) the Classes of Class
            2-A Certificates in an amount up to the Class 2-A Principal
            Distribution Amount in the order and priorities described in
            clause (4)(B) below, until the Certificate Principal Balances
            thereof are reduced to zero, (III) the Class 3-A Certificates in
            an amount up to the Class 3-A Principal Distribution Amount until
            the Certificate Principal Balance thereof is reduced to zero and
            (IV) the Class 4-A Certificates in an amount up to the Class 4-A
            Principal Distribution Amount until the Certificate Principal
            Balance thereof is reduced to zero; provided, however, that if
            either (i) the aggregate Certificate Principal Balance of the
            Class 1-A Certificates, (ii) the aggregate Certificate Principal
            Balance of the Class 2-A Certificates, (iii) the Certificate
            Principal Balance of the Class 3-A Certificates and/or (iv) the
            Certificate Principal Balance of the Class 4-A Certificates is
            reduced to zero, then any remaining unpaid Senior Principal
            Distribution Target Amount will be distributed pro rata (based on
            (i) the aggregate Certificate Principal Balance of the Class 1-A
            Certificates, (ii) the aggregate Certificate Principal Balance of
            the Class 2-A Certificates, (iii) the Certificate Principal
            Balance of the Class 3-A Certificates and/or (iv) the Certificate
            Principal Balance of the Class 4-A Certificates) to the Classes of
            remaining Class A Certificates after distributions from (I), (II),
            (III) and (IV) above (and in the case of the Class 1-A and Class
            2-A Certificates, in the order and priorities described in clause
            (3) and (4)(B), respectively), until the Certificate Principal
            Balance(s) thereof is/are reduced to zero;

                  (B) to the Class 2-A-3 Insurer, any remaining Class 2-A-3
            Premium and any remaining Class 2-A-3 Reimbursement Amount, in
            each case that has not been paid from Interest Funds for Loan
            Group 2 for such Distribution Date,

                  (C) sequentially to the Class M-1, Class M-2, Class M-3,
            Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
            Certificates, in that order, the Subordinate Class Principal
            Distribution Amount for each such Class, in each case until the
            Certificate Principal Balance thereof is reduced to zero; and

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

                  (3) On each Distribution Date on which any principal amounts
      are to be distributed to the Class 1-A Certificates, such amounts shall
      be distributed sequentially:

                  (A) the Class 1-A-6 NAS Principal Distribution Amount to the
            Class 1-A-6 Certificates, until the Certificate Principal Balance
            thereof is reduced to zero;

                  (B) sequentially, to the Class 1-A-1, Class 1-A-2, Class
            1-A-3, Class 1-A-4 and Class 1-A-5 Certificates, in that order, in
            each case until the Certificate Principal Balance thereof is
            reduced to zero; and



                                     119
<PAGE>

                  (C) to the Class 1-A-6 Certificates without regard to the
            Class 1-A-6 NAS Principal Distribution Amount, until the
            Certificate Principal Balance thereof is reduced to zero.

Notwithstanding the foregoing order of priority, on any Distribution Date on
which (x) the aggregate Certificate Principal Balance of the Class A
Certificates is greater than the sum of the aggregate Stated Principal Balance
of the Mortgage Loans and any amount on deposit in the Pre-Funding Account and
(y) the aggregate Certificate Principal Balance of the Class 1-A Certificates
is greater than the sum of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1 and any amount on deposit in the Pre-Funding
Account in respect of Loan Group 1, any principal amounts to be distributed to
the Class 1-A Certificates will be distributed pro rata, based on the
Certificate Principal Balances thereof, until the Certificate Principal
Balances thereof are reduced to zero.

                  (4) On each Distribution Date on which any principal amounts
      are to be distributed to the Class 2-A Certificates and the Class 2-A-3
      Insurer pursuant to clause (1)(A) above or to the Class 2-A Certificates
      pursuant to clause (2)(A) above, such amounts will be distributed to the
      Class 2-A Certificates and, if applicable, the Class 2-A-3 Insurer, in
      the following order of priority:

                  (A) For each Distribution Date prior to the Stepdown Date or
            on which a Trigger Event is in effect:

                  (i) the Class 2-A-5 NAS Principal Distribution Amount to the
            Class 2-A-5 Certificates, until the Certificate Principal Balance
            thereof is reduced to zero;

                  (ii) sequentially, to the Class 2-A-1 and Class 2-A-2
            Certificates, in that order, until the Certificate Principal
            Balances thereof are reduced to zero;

                  (iii) sequentially:

                        (a) to the Class 2-A-3 Insurer, any remaining Class
                  2-A-3 Premium that has not been paid from Interest Funds for
                  such Distribution Date; and

                        (b) to the Class 2-A-3 Certificates, until the
                  Certificate Principal Balance thereof is reduced to zero;

                  (iv) to the Class 2-A-4 Certificates, until the Certificate
            Principal Balance thereof is reduced to zero;

                  (v) to the Class 2-A-5 Certificates without regard to the
            Class 2-A-5 NAS Principal Distribution Amount, until the
            Certificate Principal Balance thereof is reduced to zero; and

                  (vi) to the Class 2-A-3 Insurer, any remaining Class 2-A-3
            Reimbursement Amount that has not been paid from Interest Funds
            for such Distribution Date.



                                     120
<PAGE>

                  (B) For each Distribution Date on or after the Stepdown Date
            and so long as a Trigger Event is not in effect:

                  (i) the Class 2-A-5 NAS Principal Distribution Amount to the
            Class 2-A-5 Certificates, until the Certificate Principal Balance
            thereof is reduced to zero;

                  (ii) sequentially, to the Class 2-A-1, Class 2-A-2, Class
            2-A-3 and Class 2-A-4 Certificates, in that order, until the
            Certificate Principal Balances thereof are reduced to zero; and

                  (iii) to the Class 2-A-5 Certificates without regard to the
            Class 2-A-5 NAS Principal Distribution Amount, until the
            Certificate Principal Balance thereof is reduced to zero.

Notwithstanding the foregoing order of priority, on any Distribution Date on
which (x) the aggregate Certificate Principal Balance of the Class A
Certificates is greater than the sum of the aggregate Stated Principal Balance
of the Mortgage Loans 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 and the Class 2-A-3 Insurer will be distributed
first, concurrently to the Class 2-A-3 Certificates, pro rata, based on the
Certificate Principal Balances thereof, until the Certificate Principal
Balances thereof are reduced to zero, and second, to the Class 2-A-3 Insurer,
any remaining Class 2-A-3 Premium and any remaining Class 2-A-3 Reimbursement
Amount.

            (c) With respect to any Distribution Date, any Excess Cashflow
and, in the case of clause (1) below and in the case of the payment of Unpaid
Realized Loss Amounts pursuant to clause (2) below, any amounts in the Credit
Comeback Excess Account available for such Distribution Date, shall 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 Holders of the Class or Classes of Class A
      Certificates and Subordinate Certificates then entitled to receive
      distributions in respect of principal, in an aggregate amount equal to
      the Extra Principal Distribution Amount for each Loan Group, payable to
      such Holders of each such Class as part of the Principal Distribution
      Amount for each Loan Group pursuant to Section 4.04(b) above; provided,
      however, that Credit Comeback Excess Cashflow (if any) will only be
      distributed pursuant to this clause if the Overcollateralization Target
      Amount has at any previous time been met;

                  (2) sequentially, to the Holders of the Class M-1, Class
      M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
      and Class B Certificates, in that order, in each case first in an amount
      equal to any Interest Carry Forward Amount for such Class and then in an
      amount equal to the Unpaid Realized Loss Amount for such Class;



                                     121
<PAGE>

                  (3) to the Carryover Reserve Fund and from the Carryover
      Reserve Fund to each Class of Interest-Bearing Certificates (in the case
      of the 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 Net Rate Carryover for each
      such Class remaining after application of amounts under the applicable
      Corridor Contract; provided that any Excess Cashflow remaining after
      such allocation to pay Net Rate Carryover based on the Certificate
      Principal Balances of the Certificates shall be distributed to each
      Class of Interest-Bearing 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;

                  (4) to the Carryover Reserve Fund, in an amount equal to the
      Required Carryover Reserve Fund Deposit (after giving effect to other
      deposits and withdrawals therefrom on such Distribution Date without
      regard to any amounts allocated to the Trust Fund in respect of any
      Corridor Contract not required to cover Net Rate Carryover on the
      related Class(es) of Certificates on such Distribution Date));

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

                  (6) to the Class A-R Certificates, any remaining amount.

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

                  (1) in the case of any such amounts received on the Class
      1-A-1 Corridor Contract, to the Class 1-A-1 Certificates, to the extent
      needed to pay any Net Rate Carryover for such Class;

                  (2) in the case of any such amounts received on the Class
      2-A-1 Corridor Contract, to the Class 2-A-1 Certificates, to the extent
      needed to pay any Net Rate Carryover for such Class;

                  (3) in the case of any such amounts received on the Class
      3-A Corridor Contract, to the Class 3-A Certificates, to the extent
      needed to pay any Net Rate Carryover for such Class;

                  (4) in the case of any such amounts received on the Class
      4-A Corridor Contract, to the Class 4-A Certificates, to the extent
      needed to pay any Net Rate Carryover for such Class;

                  (5) 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; and then, any amounts remaining after such allocation to pay
      Net Rate Carryover based on the Certificate Principal Balances of the
      Subordinate



                                     122
<PAGE>

      Certificates shall be distributed to each Class of Subordinate
      Certificates to the extent needed to pay any remaining unpaid Net Rate
      Carryover, pro rata, based on the amount of such remaining unpaid Net
      Rate Carryover; and

                  (6) any remaining amounts to the Holders of the Class C
      Certificates as provided in Section 4.07(c).

            (e) To the extent that a Class of Interest-Bearing 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.

            (f) On each Distribution Date, all Prepayment Charges (including
amounts deposited in connection with the full or partial waiver of such
Prepayment Charges pursuant to Section 3.20) shall be allocated 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.

            (g) On each Distribution Date, the Trustee shall allocate any
Applied Realized Loss Amount to reduce the Certificate Principal Balances of
the Class B, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3,
Class M-2 and Class M-1 Certificates, in that order, in each case until the
Certificate Principal Balance thereof is reduced to zero.

            (h) On each Distribution Date, the Trustee shall allocate the
amount of any Subsequent Recoveries to increase the Certificate Principal
Balance of the Subordinate Certificates to which Applied Realized Loss Amounts
have been previously allocated, sequentially, to the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
Certificates, in that order, in each case not by more than the amount of the
Unpaid Realized Loss Amount of such Class.

            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 five 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. Payments to the Class 2-A-3 Insurer shall be made
by wire transfer



                                     123
<PAGE>

of immediately available funds to the following account, unless the Class
2-A-3 Insurer notifies the Trustee in writing: Account Name: MBIA Insurance
Corporation, Account Number: 910-2-721728, Bank - JPMorgan Chase Bank, ABA
Number 021-000-021, Re: Countrywide 2005-12 - Policy 47021 Class 2-A-3.

            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.

            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, the
Class 2-A-3 Insurer 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;



                                     124
<PAGE>

                  (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;

                  (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 is in effect;

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

                  (17) 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;

                  (18) the amount, if any, of Realized Losses and Subsequent
      Recoveries allocated to the Subordinate Certificates for such
      Distribution Date;

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



                                     125
<PAGE>

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

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

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

                  (23) the amounts paid by the Class 2-A-3 Insurer under the
      Class 2-A-3 Policy for such Distribution Date; and

                  (24) all amounts paid to the Class 2-A-3 Insurer in respect
      of the Class 2-A-3 Reimbursement Amount for such Distribution Date.

            (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, the Class 2-A-3 Insurer and the NIM
Insurer. The Trustee may make the above information available to
Certificateholders and the Class 2-A-3 Insurer via the Trustee's website at
http://www.bnyinvestorreporting.com.

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

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

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

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



                                     126
<PAGE>

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

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

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

                  (7) Any taxes (including penalties and interest) imposed on
      the related REMIC, including, without limitation, taxes on "prohibited
      transactions," "contributions" or "net income from foreclosure property"
      or state or local income or franchise taxes.

            The information pursuant to clauses (1), (2), (3) and (4) above
shall be provided by the Depositor pursuant to Section 8.11.

            Section 4.06 Class 2-A-3 Policy; Rights of the Class 2-A-3
                         Insurer.

            (a) If, on the third Business Day before any Distribution Date,
the Trustee determines that the amounts available for such Distribution Date
distributable to the Holders of the Class 2-A-3 Certificates pursuant to
Section 4.04 will be insufficient to pay the related Required Distributions
due on such Distribution Date, the Trustee shall determine the amount of any
such deficiency and shall give notice to the Class 2-A-3 Insurer and the
Fiscal Agent, if any, by telephone or telecopy of the amount of such
deficiency, confirmed in writing by notice substantially in the form of
Exhibit A to the Class 2-A-3 Policy, by 12:00 p.m., New York City time on such
third Business Day. The Trustee's responsibility for delivering the notice to
the Class 2-A-3 Insurer as provided in the preceding sentence is limited to
the availability, timeliness and accuracy of the information provided by the
Master Servicer.

            (b) In the event the Trustee receives a certified copy of an order
of the appropriate court that any scheduled payment of principal or interest
on a Class 2-A-3 Certificate has been voided in whole or in part as a
preference payment under applicable bankruptcy law, the Trustee shall (i)
promptly notify the Class 2-A-3 Insurer and the Fiscal Agent, if any, and (ii)
comply with the provisions of the Class 2-A-3 Policy, to obtain payment by the
Class 2-A-3 Insurer of such voided scheduled payment. In addition, the Trustee
shall mail notice to all Holders of the Class 2-A-3 Certificates so affected
that, in the event that any such Holder's scheduled payment is so recovered,
such Holder will be entitled to payment pursuant to the terms of the Class
2-A-3 Policy, a copy of which shall be made available to such Holders by the
Trustee. The Trustee shall furnish to the Class 2-A-3 Insurer and the Fiscal
Agent, if any, its records listing the payments on the affected Class 2-A-3
Certificates, if any, that have been made by the Trustee and subsequently
recovered from the affected Holders, and the dates on which such payments were
made by the Trustee.



                                     127
<PAGE>

            (c) At the time of the execution hereof, and for the purposes
hereof, the Trustee shall establish a special purpose trust account in the
name of the Trustee for the benefit of Holders of the Class 2-A-3 Certificates
(the "Class 2-A-3 Policy Payments Account") over which the Trustee shall have
exclusive control and sole right of withdrawal. The Class 2-A-3 Policy
Payments Account shall be an Eligible Account. The Trustee shall deposit any
amount paid under the Class 2-A-3 Policy into the Class 2-A-3 Policy Payments
Account and distribute such amount only for the purposes of making the
payments to Holders of the Class 2-A-3 Certificates, in respect of the related
Required Distributions for which the related claim was made under the Class
2-A-3 Policy. Such amounts shall be allocated by the Trustee to Holders of
Class 2-A-3 Certificates affected by such shortfalls in the same manner as
principal and interest payments are to be allocated with respect to such
Certificates pursuant to Section 4.04. It shall not be necessary for such
payments to be made by checks or wire transfers separated from the checks or
wire transfers used to make regular payments hereunder with funds withdrawn
from the Distribution Account. However, any payments made on the Class 2-A-3
Certificates from funds in the Class 2-A-3 Policy Payments Account shall be
noted as provided in subsection (e) below. Funds held in the Class 2-A-3
Policy Payments Account shall not be invested by the Trustee.

            (d) Any funds received from the Class 2-A-3 Insurer for deposit
into the Class 2-A-3 Policy Payments Account pursuant to the Class 2-A-3
Policy in respect of a Distribution Date or otherwise as a result of any claim
under the Class 2-A-3 Policy shall be applied by the Trustee directly to the
payment in full (i) of the related Required Distributions due on such
Distribution Date on the Class 2-A-3 Certificates or (ii) of other amounts
payable under the Class 2-A-3 Policy. Funds received by the Trustee as a
result of any claim under the Class 2-A-3 Policy shall be used solely for
payment to the Holders of the Class 2-A-3 Certificates and may not be applied
for any other purpose, including, without limitation, satisfaction of any
costs, expenses or liabilities of the Trustee, the Master Servicer or the
Trust Fund. Any funds remaining in the Class 2-A-3 Policy Payments Account on
the first Business Day after each Distribution Date shall be remitted promptly
to the Class 2-A-3 Insurer in accordance with the instructions set forth in
Section 4.04(h).

            (e) The Trustee shall keep complete and accurate records in
respect of (i) all funds remitted to it by the Class 2-A-3 Insurer and
deposited into the Class 2-A-3 Policy Payments Account and (ii) the allocation
of such funds to (A) payments of interest on and principal in respect of any
Class 2-A-3 Certificates and (B) the amount of funds available to make
distributions on the Class 2-A-3 Certificates pursuant to Sections 4.04(a),
(b) and (c). The Class 2-A-3 Insurer shall have the right to inspect such
records at reasonable times during normal business hours upon three Business
Days' prior notice to the Trustee.

            (f) The Trustee acknowledges, and each Holder of a Class 2-A-3
Certificate by its acceptance of the Class 2-A-3 Certificate agrees, that,
without the need for any further action on the part of the Class 2-A-3 Insurer
or the Trustee, to the extent the Class 2-A-3 Insurer makes payments, directly
or indirectly, on account of principal of or interest on any Class 2-A-3
Certificates, the Class 2-A-3 Insurer will be fully subrogated to the rights
of the Holders of such Class 2-A-3 Certificates to receive such principal and
interest from the Trust Fund. The Holders of the Class 2-A-3 Certificates, by
acceptance of the Class 2-A-3 Certificates, assign their rights as Holders of
the Class 2-A-3 Certificates to the extent of the Class 2-A-3 Insurer's
interest with



                                     128
<PAGE>

respect to amounts paid under the Class 2-A-3 Policy. Anything herein to the
contrary notwithstanding, solely for purposes of determining the Class 2-A-3
Insurer's rights, as applicable, as subrogee for payments distributable
pursuant to Section 4.04, any payment with respect to distributions to the
Class 2-A-3 Certificates which is made with funds received pursuant to the
terms of the Class 2-A-3 Policy shall not be considered payment of the Class
2-A-3 Certificates from the Trust Fund and shall not result in the
distribution or the provision for the distribution in reduction of the
Certificate Principal Balance of the Class 2-A-3 Certificates within the
meaning of Article IV.

            (g) Upon its becoming aware of the occurrence of an Event of
Default, the Trustee shall promptly notify the Class 2-A-3 Insurer of such
Event of Default.

            (h) The Trustee shall promptly notify the Class 2-A-3 Insurer of
either of the following as to which it has actual knowledge: (A) the
commencement of any proceeding by or against the Depositor commenced under the
United States bankruptcy code or any other applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (an "Insolvency Proceeding") and
(B) the making of any claim in connection with any Insolvency Proceeding
seeking the avoidance as a preferential transfer (a "Preference Claim") of any
distribution made with respect to the Class 2-A-3 Certificates as to which it
has actual knowledge. Each Holder of a Class 2-A-3 Certificate, by its
purchase of Class 2-A-3 Certificates, and the Trustee hereby agrees that the
Class 2-A-3 Insurer (so long as no Class 2-A-3 Insurer Default exists) may at
any time during the continuation of any proceeding relating to a Preference
Claim direct all matters relating to such Preference Claim, including, without
limitation, (i) the direction of any appeal of any order relating to any
Preference Claim and (ii) the posting of any surety, supersedes or performance
bond pending any such appeal. In addition and without limitation of the
foregoing, the Class 2-A-3 Insurer shall be subrogated to the rights of the
Trustee and each Holder of a Class 2-A-3 Certificate in the conduct of any
Preference Claim, including, without limitation, all rights of any party to an
adversary proceeding action with respect to any court order issued in
connection with any such Preference Claim.

            (i) The Master Servicer shall designate a Class 2-A-3 Insurer
Contact Person who shall be available to the Class 2-A-3 Insurer to provide
reasonable access to information regarding the Mortgage Loans. The initial
Class 2-A-3 Insurer Contact Person is to the attention of Secondary Marketing.

            (j) The Trustee shall surrender the Class 2-A-3 Policy to the
Class 2-A-3 Insurer for cancellation upon the reduction of the Certificate
Principal Balance of the Class 2-A-3 Certificates to zero.

            (k) The Trustee shall send to the Class 2-A-3 Insurer the reports
prepared pursuant to Sections 3.17 and 3.18 and the statements prepared
pursuant to Section 4.05, as well as any other statements or communications
sent to Holders of the Class 2-A-3 Certificates, in each case at the same time
such reports, statements and communications are otherwise sent.

            (l) For so long as no Class 2-A-3 Insurer Default shall have
occurred and be continuing, each Holder of a Class 2-A-3 Certificate agrees
that the Class 2-A-3 Insurer shall be treated by the Depositor, the Master
Servicer and the Trustee as if the Class 2-A-3 Insurer were



                                     129
<PAGE>

the Holder of all of the Class 2-A-3 Certificates, for the purpose (and solely
for the purpose) of the giving of any consent, the making of any direction or
the exercise of any voting or other control rights otherwise given to the
Holders of the Class 2-A-3 Certificates hereunder.

            (m) With respect to this Section 4.06, the terms "Receipt" and
"Received" shall mean actual delivery to the Class 2-A-3 Insurer and the
Fiscal Agent, if any, prior to 12:00 p.m., New York City time, on a Business
Day; delivery either on a day that is not a Business Day or after 12:00 p.m.,
New York time, shall be deemed to be Receipt on the next succeeding Business
Day. If any notice or certificate given under the Class 2-A-3 Policy by the
Trustee is not in proper form or is not properly completed, executed or
delivered, it shall be deemed not to have been Received. The Class 2-A-3
Insurer or the Fiscal Agent, if any, shall promptly so advise the Trustee and
the Trustee may submit an amended notice.

            (n) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to the Rating Agencies or the Class
2-A-3 Certificateholders shall also be sent at such time to the Class 2-A-3
Insurer at the notice address set forth in Section 10.05.

            (o) The Class 2-A-3 Insurer shall be an express third party
beneficiary of this Agreement for the purpose of enforcing the provisions
hereof to the extent of the Class 2-A-3 Insurer's rights explicitly specified
herein as if a party hereto.

            (p) All references herein to the ratings assigned to the
Certificates and to the interests of any Certificateholders shall be without
regard to the Class 2-A-3 Policy, in the case of the Class 2-A-3 Certificates.

            Section 4.07 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.

            (c) Any amounts received in respect of the Class 1-A-1 Corridor
Contract, Class 2-A-1 Corridor Contract, Class 3-A Corridor Contract, Class
4-A Corridor Contract and Subordinate Corridor Contract with respect to a
Distribution Date and remaining after the distributions required pursuant to
Section 4.04(d) shall be distributed to the Class C Certificates; provided,
however, that if the Class 1-A-1 Corridor Contract, Class 2-A-1 Corridor
Contract, Class 3-A Corridor Contract, Class 4-A Corridor Contract or
Subordinate Corridor Contract is subject to early termination, early
termination payments received in respect of such 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



                                     130
<PAGE>

Certificates as provided in Section 4.04(d) on the Distribution Dates
following such termination to and including the applicable 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 applicable Corridor Contract Termination Date.

            (d) Funds in the Carryover Reserve Fund in respect of amounts
received under the Class 1-A-1 Corridor Contract, Class 2-A-1 Corridor
Contract, Class 3-A Corridor Contract, Class 4-A Corridor Contract and
Subordinate 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 under
the Class 1-A-1 Corridor Contract, Class 2-A-1 Corridor Contract, Class 3-A
Corridor Contract, Class 4-A Corridor Contract and Subordinate Corridor
Contract shall be invested by the Trustee in The Bank of New York cash
reserves. Any net investment earnings on such amounts shall be payable pro
rata to the Holders of the Class C Certificates in accordance with their
Percentage Interests. Any losses incurred in the Carryover Reserve Fund in
respect of any such investments shall be charged against amounts on deposit in
the Carryover Reserve Fund (or such investments) immediately as realized.

            (e) The Trustee shall not be liable for the amount of any loss
incurred in respect of any investment or lack of investment of funds held in
the Carryover Reserve Fund and made in accordance with this Section 4.07. 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 4.08 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 Interest-Bearing
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.

            (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 C Certificates (voting as a single Class), which Permitted Investments
shall mature not later than the Business



                                     131
<PAGE>

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 C 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 C Certificates shall evidence ownership of
the Credit Comeback Excess Account for federal tax purposes.

                                  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-22, 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:

                    Minimum      Ingegral Multiples in    Original Certificate
    Class        Denomination      Excess of Minimum        Principal Balance
------------------------------------------------------------------------------
    1-A-1           $20,000             $1,000                 $61,480,000
    1-A-2           $20,000             $1,000                  $5,253,000
    1-A-3           $20,000             $1,000                 $34,096,000
    1-A-4           $20,000             $1,000                  $7,281,000
    1-A-5           $20,000             $1,000                 $10,484,000
    1-A-6           $20,000             $1,000                 $17,200,000
    2-A-1           $20,000             $1,000                $168,039,000
    2-A-2           $20,000             $1,000                 $64,028,000
    2-A-3           $20,000             $1,000                 $78,724,000
    2-A-4           $20,000             $1,000                  $5,000,000
    2-A-5           $20,000             $1,000                 $45,800,000
     3-A            $20,000             $1,000                $167,374,000
     4-A            $20,000             $1,000                 $45,791,000
     M-1            $20,000             $1,000                 $36,000,000
     M-2            $20,000             $1,000                 $28,800,000
     M-3            $20,000             $1,000                 $18,000,000
     M-4            $20,000             $1,000                 $16,650,000



                                     132
<PAGE>

                    Minimum      Ingegral Multiples in    Original Certificate
    Class        Denomination      Excess of Minimum        Principal Balance
------------------------------------------------------------------------------
     M-5            $20,000             $1,000                 $15,300,000
     M-6            $20,000             $1,000                 $14,850,000
     M-7            $20,000             $1,000                 $12,600,000
     M-8            $20,000             $1,000                 $11,700,000
      B             $20,000             $1,000                 $11,700,000
     A-R           $99.95(1)              N/A                     $100
      C               N/A                 N/A                     N/A
      P               N/A                 N/A                    $100
(1)   The Tax Matters Person Certificate may be issued in a denomination of
      $0.05.

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

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

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

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

            At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall 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



                                     133
<PAGE>

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) in connection with the initial issuance of the
Certificates) 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 (the "Transferor Certificate") and (i)
deliver a letter in substantially the form of either Exhibit K (the
"Investment Letter") or Exhibit L (the "Rule 144A Letter") or (ii) there shall
be delivered to the Trustee at the expense of the Certificateholder desiring
to effect such transfer an Opinion of Counsel that such Transfer may be made
pursuant to an exemption from the Securities Act; provided, however, that in
the case of the delivery of an Investment Letter in connection with the
transfer of any Class C or Class P Certificate to a transferee that is formed
with the purpose of issuing notes backed by such Class C or Class P
Certificate, as the case may be, clause (b) and (c) of the form of Investment
Letter shall not be applicable and shall be deleted by such transferee. The
Depositor shall provide to any Holder of a Private Certificate and any
prospective transferee designated by any such Holder, information regarding
the related Certificates and the Mortgage Loans and such other information as
shall be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption provided by
Rule 144A. The Trustee 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
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



                                     134
<PAGE>

nominee) in connection with the initial issuance of the Certificates) shall be
made unless the Trustee shall have received either (i) a representation from
the transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
K or Exhibit L, or in the event such Certificate is a Residual Certificate,
such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
I), to the effect that (x) such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA or a plan or arrangement subject
to Section 4975 of the Code, or a Person acting on behalf of any such plan or
arrangement or using the assets of any such plan or arrangement, or (y) in the
case of an ERISA-Restricted Certificate that has been the subject of an
ERISA-Qualifying Underwriting, a representation that the transferee is an
insurance company which is purchasing such Certificate with funds contained in
an "insurance company general account" (as such term is defined in section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that
the purchase and holding of such Certificate satisfy the requirements for
exemptive relief under Sections I and III of PTCE 95-60 or (ii) in the case of
any ERISA-Restricted Certificate presented for registration in the name of an
employee benefit plan or arrangement subject to ERISA, or a plan or
arrangement subject to Section 4975 of the Code (or comparable provisions of
any subsequent enactments), or a trustee of any such plan or arrangement or
any other person acting on behalf of any such plan or arrangement, an Opinion
of Counsel satisfactory to the Trustee, addressed to the Trustee and the
Master Servicer, to the effect that the purchase or holding of such
ERISA-Restricted Certificate will not result in a non-exempt prohibited
transaction under ERISA or the Code and will not subject the Trustee or the
Master Servicer to any obligation in addition to those expressly undertaken in
this Agreement, which Opinion of Counsel shall not be an expense of the
Trustee, the Master Servicer, or the Trust Fund. For purposes of the preceding
sentence, one of such representations, as appropriate, shall be deemed to have
been made to the Trustee by the transferee's acceptance of an ERISA-Restricted
Certificate (or the acceptance by a Certificate Owner of the beneficial
interest in any such Class of ERISA-Restricted Certificates) unless the
Trustee shall have received from the transferee an Opinion of Counsel as
described in clause (ii) or a representation letter acceptable in form and
substance to the Trustee. Notwithstanding anything else to the contrary
herein, any purported transfer of an ERISA-Restricted Certificate to or on
behalf of an employee benefit plan subject to Section 406 of ERISA or a plan
subject to Section 4975 of the Code without the delivery to the Trustee of an
Opinion of Counsel satisfactory to the Trustee meeting the requirements of
clause (i) of the first sentence of this paragraph as described above shall be
void and of no effect. The Trustee shall be under no liability to any Person
for any registration of transfer of any ERISA-Restricted Certificate that is
in fact not permitted by this Section 5.02(b) or for making any payments due
on such Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement so long as the
Trustee, with respect to the transfer of such Classes of Certificates,
required delivery of such certificates and other documentation or evidence as
are expressly required by the terms of this Agreement and examined such
certificates and other documentation or evidence to determine compliance as to
form with the express requirements hereof. The Trustee shall be entitled, but
not obligated, to recover from any Holder of any ERISA-Restricted Certificate
that was in fact an employee 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



                                     135
<PAGE>

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) in
      connection with the initial issuance of the Certificates, no Ownership
      Interest in a Class A-R Certificate may be registered or transferred,
      and the Trustee shall not register the Transfer of any Class A-R
      Certificate, unless the Trustee shall have been furnished with an
      affidavit (a "Transfer Affidavit") of the initial owner or the proposed
      transferee in the form attached hereto as Exhibit I.

                  (3) Each Person holding or acquiring any Ownership Interest
      in a Class A-R Certificate shall agree (A) to obtain a Transfer
      Affidavit from any other Person to whom such Person attempts to Transfer
      its Ownership Interest in a Class A-R Certificate, (B) to obtain a
      Transfer Affidavit from any Person for whom such Person is acting as
      nominee, trustee or agent in connection with any Transfer of a Class A-R
      Certificate and (C) not to Transfer its Ownership Interest in a Class
      A-R Certificate, or to cause the Transfer of an Ownership Interest in a
      Class A-R Certificate to any other Person, if it has actual knowledge
      that such Person is not a Permitted Transferee or that such Transfer
      Affidavit is false.

                  (4) Any attempted or purported Transfer of any Ownership
      Interest in a Class A-R Certificate in violation of the provisions of
      this Section 5.02(c) shall be absolutely null and void and shall vest no
      rights in the purported Transferee. If any purported transferee shall
      become a Holder of a Class A-R Certificate in violation of the
      provisions of this Section 5.02(c), then the last preceding Permitted
      Transferee shall be restored to all rights as Holder thereof retroactive
      to the date of registration of Transfer of such Class A-R Certificate.
      The Trustee shall be under no liability to any Person for any
      registration of Transfer of a Class A-R Certificate that is in fact not
      permitted by Section 5.02(b) and this Section 5.02(c) or for making any
      payments due on such Certificate to the Holder thereof or taking any
      other action with respect to such Holder under the provisions of this
      Agreement so long as the Transfer was registered after receipt of the
      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



                                     136
<PAGE>

      Permitted Transferee at the time it became a Holder or, at such
      subsequent time as it became other than a Permitted Transferee, all
      payments made on such Class A-R Certificate at and after either such
      time. Any such payments so recovered by the Trustee shall be paid and
      delivered by the Trustee to the last preceding Permitted Transferee of
      such Certificate.

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

            The restrictions on Transfers of a Class A-R Certificate set forth
in this Section 5.02(c) shall cease to apply (and the applicable portions of
the legend on a Class A-R Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trustee, any Seller or
the Master Servicer, to the effect that the elimination of such restrictions
will not cause any REMIC formed hereunder to fail to qualify as a REMIC at any
time that the Certificates are outstanding or result in the imposition of any
tax on the Trust Fund, a Certificateholder or another Person. Each Person
holding or acquiring any Ownership Interest in a Class A-R Certificate, by
acceptance of its Ownership Interest, shall be deemed to consent to any
amendment of this Agreement that, based on an Opinion of Counsel furnished to
the Trustee, is reasonably necessary (a) to ensure that the record ownership
of, or any beneficial interest in, a Class A-R Certificate is not transferred,
directly or indirectly, to a Person that is not a Permitted Transferee and (b)
to provide for a means to compel the Transfer of a Class A-R Certificate that
is held by a Person that is not a Permitted Transferee to a Holder that is a
Permitted Transferee.

            (d) The preparation and delivery of all affidavits, certifications
and opinions referred to above in this Section 5.02 shall not be an expense of
the Trust Fund, the Trustee, the Depositor, any Seller or the Master Servicer.

            Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and of the ownership thereof and (b) there is
delivered to the Master Servicer and the Trustee (and with respect to the
Class 2-A-3 Certificates, the Class 2-A-3 Insurer) 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



                                     137
<PAGE>

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, the Class 2-A-3
Insurer and any agent of the Master Servicer, the Trustee, the NIM Insurer or
the Class 2-A-3 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, the NIM Insurer, the
Class 2-A-3 Insurer or any agent of the Master Servicer, the Trustee, the NIM
Insurer or the Class 2-A-3 Insurer shall be affected by any notice to the
contrary.

            Section 5.05 Access to List of Certificateholders' Names and
                         Addresses.

            If three or more Certificateholders or Certificate Owners (a)
request such information in writing from the Trustee, (b) state that such
Certificateholders or Certificate Owners desire to communicate with other
Certificateholders or Certificate Owners with respect to their rights under
this Agreement or under the Certificates and (c) provide a copy of the
communication that such Certificateholders or Certificate Owners propose to
transmit or if the Depositor or Master Servicer shall request such information
in writing from the Trustee, then the Trustee shall, within ten Business Days
after the receipt of such request, provide the Depositor, the Master Servicer
or such Certificateholders or Certificate Owners at such recipients' expense
the most recent list of the Certificateholders of the Trust Fund held by the
Trustee, if any. The Depositor and every Certificateholder or Certificate
Owner, by receiving and holding a Certificate, agree that the Trustee shall
not be held accountable by reason of the disclosure of any such information as
to the list of the Certificateholders hereunder, regardless of the source from
which such information was derived.

            Section 5.06 Book-Entry Certificates.

            The Book-Entry Certificates, upon original issuance, shall be
issued in the form of one typewritten Certificate (or more than one, if
required by the Depository) for each Class of such Certificates, to be
delivered to the Depository by or on behalf of the Depositor. Such
Certificates shall initially be registered on the Certificate Register in the
name of the Depository or its nominee, and no Certificate Owner of such
Certificates will receive a definitive certificate representing such
Certificate Owner's interest in such Certificates, except as provided in
Section 5.08. Unless and until definitive, fully registered Certificates
("Definitive Certificates") have been issued to the Certificate Owners of such
Certificates pursuant to Section 5.08:

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

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



                                     138
<PAGE>

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

            (d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the
Depository Participants. Pursuant to the Depository Agreement, unless and
until Definitive Certificates are issued pursuant to Section 5.08, the
Depository will make book-entry transfers among the Depository Participants
and receive and transmit distributions of principal and interest on the
related Certificates to such Depository Participants;

            (e) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants;

            (f) the Trustee may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its Depository
Participants; and

            (g) to the extent the provisions of this Section conflict with any
other provisions of this Agreement, the provisions of this Section shall
control.

            For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of,
Certificateholders evidencing a specified percentage of the aggregate unpaid
principal amount of any Class of Certificates, such direction or consent may
be given by Certificate Owners (acting through the Depository and the
Depository Participants) owning Book-Entry Certificates evidencing the
requisite percentage of principal amount of such Class of Certificates.

            Section 5.07 Notices to Depository.

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

            Section 5.08 Definitive Certificates.

            If, after Book-Entry Certificates have been issued with respect to
any Certificates, (a) the Depositor advises the Trustee that the Depository is
no longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Trustee or the
Depositor is unable to locate a qualified successor or (b) after the
occurrence and continuation of an Event of Default, Certificate Owners of such
Book-Entry Certificates having not less than 51% of the Voting Rights
evidenced by any Class of Book-Entry Certificates advise the Trustee and the
Depository in writing through the Depository Participants that the
continuation of a book-entry system with respect to Certificates of such Class
through the Depository (or its successor) is no longer in the best interests
of the Certificate Owners of such Class, then the Trustee shall notify all
Certificate Owners of such Certificates, through the Depository, of the
occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners of such Class requesting the same. The
Depositor shall



                                     139
<PAGE>

provide the Trustee with an adequate inventory of Certificates to facilitate
the issuance and transfer of Definitive Certificates. Upon surrender to the
Trustee of any such Certificates by the Depository, accompanied by
registration instructions from the Depository for registration, the Trustee
shall authenticate and deliver such Definitive Certificates. Neither the
Depositor nor the Trustee shall be liable for any delay in delivery of such
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of such Definitive
Certificates, all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed
by the Trustee, to the extent applicable with respect to such Definitive
Certificates and the Trustee shall recognize the Holders of such Definitive
Certificates as Certificateholders hereunder.

            Section 5.09 Maintenance of Office or Agency.

            The Trustee will maintain or cause to be maintained at its expense
an office or offices or agency or agencies in New York City where Certificates
may be surrendered for registration of transfer or exchange. The Trustee
initially designates its offices at 101 Barclay Street, New York, New York
10286, Attention: Corporate Trust MBS Administration, as offices for such
purposes. The Trustee will give prompt written notice to the
Certificateholders and the Class 2-A-3 Insurer of any change in such location
of any such office or agency.

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

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

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

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

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

            Any Person into which the Depositor, the Master Servicer or any
Seller may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Depositor, the Master Servicer or any Seller
shall be a party, or any person succeeding to the



                                     140
<PAGE>

business of the Depositor, the Master Servicer or any Seller, shall be the
successor of the Depositor, the Master Servicer or such Seller, as the case
may be, hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided that the successor or surviving Person to the Master
Servicer shall be qualified to service mortgage loans on behalf of Fannie Mae
and Freddie Mac.

            Section 6.03 Limitation on Liability of the Depositor, the
                         Sellers, the Master Servicer, the NIM Insurer and
                         Others.

            None of the Depositor, the Sellers, the NIM Insurer or the Master
Servicer or any of the directors, officers, employees or agents of the
Depositor, the Sellers, the NIM Insurer or the Master Servicer shall be under
any liability to the Trustee (except as provided in Section 8.05), the Trust
Fund or the Certificateholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided that this provision shall not protect the Depositor, the
Sellers, the Master Servicer or any such Person against any breach of
representations or warranties made by it herein or protect the Depositor, the
Sellers, the Master Servicer or any such Person from any liability that would
otherwise be imposed by reasons of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Sellers, the NIM Insurer,
the Master Servicer and any director, officer, employee or agent of the
Depositor, the Sellers, the NIM Insurer or the Master Servicer may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The
Depositor, the Sellers, the NIM Insurer, the Master Servicer and any director,
officer, employee or agent of the Depositor, the Sellers, the NIM Insurer or
the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any audit,
controversy or judicial proceeding relating to a governmental taxing authority
or any legal action relating to this Agreement or the Certificates, other than
any loss, liability or expense related to any specific Mortgage Loan or
Mortgage Loans (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) and any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. None of the Depositor, the
Sellers, the NIM Insurer or the Master Servicer shall be under any obligation
to appear in, prosecute or defend any legal action that is not incidental to
its respective duties hereunder and that in its opinion may involve it in any
expense or liability; provided that any of the Depositor, the Sellers, the NIM
Insurer or the Master Servicer may, in its discretion undertake any such
action that it may deem necessary or desirable in respect of this Agreement
and the rights and duties of the parties hereto and interests of the Trustee
and the Certificateholders hereunder. In such event, the legal expenses and
costs of such action and any liability resulting therefrom shall be, expenses,
costs and liabilities of the Trust Fund, and the Depositor, the Sellers, the
NIM Insurer and the Master Servicer shall be entitled to be reimbursed
therefor out of the Certificate Account as provided by Section 3.08 hereof.



                                     141
<PAGE>

            Section 6.04 Limitation on Resignation of Master Servicer.

            The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that its duties
hereunder are no longer permissible under applicable law or (ii) upon
appointment of a successor servicer that is reasonably acceptable to the
Trustee and the NIM Insurer and the written confirmation from each Rating
Agency (which confirmation shall be furnished to the Depositor, the Trustee
and the NIM Insurer) that such resignation will not cause such Rating Agency
to reduce the then-current rating of the Certificates (such determination to
be made without regard to the Class 2-A-3 Policy). Any such determination
pursuant to clause (i) of the preceding sentence permitting the resignation of
the Master Servicer shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee. No resignation of the Master Servicer shall become
effective until the Trustee shall have assumed the Master Servicer's
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.

            Section 6.05 Errors and Omissions Insurance; Fidelity Bonds.

            The Master Servicer shall, for so long as it acts as servicer
under this Agreement, obtain and maintain in force (a) a policy or policies of
insurance covering errors and omissions in the performance of its obligations
as servicer hereunder, and (b) a fidelity bond in respect of its officers,
employees and agents. Each such policy or policies and bond shall, together,
comply with the requirements from time to time of Fannie Mae and Freddie Mac
for persons performing servicing for mortgage loans purchased by Fannie Mae
and Freddie Mac. In the event that any such policy or bond ceases to be in
effect, the Master Servicer shall use its reasonable best efforts to obtain a
comparable replacement policy or bond from an insurer or issuer, meeting the
requirements set forth above as of the date of such replacement.

            The Master Servicer shall provide the Trustee, the Class 2-A-3
Insurer 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



                                     142
<PAGE>

      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

                  (4) the Master Servicer shall consent to the appointment of
      a receiver or liquidator in any insolvency, readjustment of debt,
      marshalling of assets and liabilities or similar proceedings of or
      relating to the Master Servicer or all or substantially all of the
      property of the Master Servicer; or

                  (5) the Master Servicer shall admit in writing its inability
      to pay its debts generally as they become due, file a petition to take
      advantage of, or commence a voluntary case under, any applicable
      insolvency or reorganization statute, make an assignment for the benefit
      of its creditors, or voluntarily suspend payment of its obligations; or

                  (6) the Master Servicer shall fail to reimburse in full the
      Trustee not later than 6:00 p.m. (New York time) on the Business Day
      following the related Distribution Date for any Advance made by the
      Trustee pursuant to Section 4.01(d) together with accrued and unpaid
      interest.

            If an Event of Default shall occur, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee shall, but only at the direction of either the NIM Insurer or the
Holders of Certificates evidencing not less than 25% of the Voting Rights
(subject to the consent of the Class 2-A-3 Insurer, which consent shall not be
unreasonably withheld), 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



                                     143
<PAGE>

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

            Section 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent
provided in Section 3.04, be the successor to the Master Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms
and provisions hereof and applicable law including the obligation to make
advances pursuant to Section 4.01. As compensation therefor, the Trustee shall
be entitled to all fees, costs and expenses relating to the Mortgage Loans
that the Master Servicer would have been entitled to if the Master Servicer
had continued to act hereunder. Notwithstanding the foregoing, if the Trustee
has become the successor to the Master Servicer in accordance with Section
7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if
it is prohibited by applicable law from making Advances pursuant to Section
4.01 hereof or if it is otherwise unable to so act, (i) appoint any
established mortgage loan servicing institution reasonably acceptable to the
NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or
(ii) if it is unable for 60 days to appoint a successor servicer reasonably
acceptable to the NIM Insurer, petition a court of competent jurisdiction to
appoint any established mortgage loan servicing institution, the appointment
of which does not adversely affect the then-current rating of the Certificates
(without regard to the Class 2-A-3 Policy, in the case of the Class 2-A-3
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



                                     144
<PAGE>

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), 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
(without regard to the Class 2-A-3 Policy, in the case of the Class 2-A-3
Certificates). 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 and the Class 2-A-3 Insurer. The Trustee shall not
resign as servicer until a successor servicer has been appointed and has
accepted such appointment. Pending appointment of a successor to the Master
Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from
so acting, shall, subject to Section 3.04 hereof, act in such capacity as
herein above provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out
of payments on Mortgage Loans as it and such successor shall agree; provided
that no such compensation shall be in excess of that permitted the Master
Servicer hereunder. The Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Neither the Trustee nor any other successor servicer shall be
deemed to be in default hereunder by reason of any failure to make, or any
delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the Master Servicer to
deliver or provide, or any delay in delivering or providing, any cash,
information, documents or records to it.

            Any successor to the Master Servicer as servicer shall give notice
to the NIM Insurer and the Mortgagors of such change of servicer and shall,
during the term of its service as servicer maintain in force the policy or
policies that the Master Servicer is required to maintain pursuant to Section
6.05.

            In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, or (ii) the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the
Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the
successor Master Servicer. The predecessor Master Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
successor Master Servicer shall cause such assignment to be delivered to the
Trustee promptly upon receipt of the original with evidence of



                                     145
<PAGE>

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 the Class 2-A-3 Insurer and to each Rating Agency.

            (b) Within 60 days after the occurrence of any Event of Default,
the Trustee shall transmit by mail to all Certificateholders notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.

                                ARTICLE VIII.
                            CONCERNING THE TRUSTEE

            Section 8.01 Duties of Trustee.

            The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default that may have occurred, shall
undertake to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred and remains
uncured, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the
conduct of such person's own affairs.

            The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee that are specifically required to be furnished
pursuant to any provision of this Agreement shall examine them to determine
whether they 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



                                     146
<PAGE>

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

            Section 8.02 Certain Matters Affecting the Trustee.

            (a) Except as otherwise provided in Section 8.01:

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

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

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

                  (4) prior to the occurrence of an Event of Default hereunder
      and after the curing of all Events of Default that may have occurred,
      the Trustee shall not be bound to make any investigation into the facts
      or matters stated in any resolution, certificate,



                                     147
<PAGE>

      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

                  (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



                                     148
<PAGE>

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 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 (without regard to the Class
2-A-3 Policy, in the case of the Class 2-A-3 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



                                     149
<PAGE>

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, the Class 2-A-3 Insurer and
each Rating Agency, not less than 60 days before the date specified in such
notice when, subject to Section 8.08, such resignation is to take effect, and
(2) acceptance of appointment by a successor trustee in accordance with
Section 8.08 and meeting the qualifications set forth in Section 8.06. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice or resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment
of a successor trustee.

            If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 hereof and shall fail to resign
after written request thereto by the NIM Insurer or the Depositor, (ii) the
Trustee shall become incapable of acting, or shall be adjudged as bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or (iii)(A) a tax is imposed with respect to the Trust Fund by
any state in which the Trustee or the Trust Fund is located, (B) the
imposition of such tax would be avoided by the appointment of a different
trustee and (C) the Trustee fails to indemnify the Trust Fund against such
tax, then the Depositor, the NIM Insurer or the Master Servicer may remove the
Trustee and appoint a successor trustee, reasonably acceptable to the NIM
Insurer, by written instrument, in triplicate, one copy of which instrument
shall be delivered to the Trustee, one copy of which shall be delivered to the
Master Servicer and one copy of which shall be delivered to the successor
trustee.

            The Holders evidencing at least 51% of the Voting Rights of each
Class of Certificates may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed
by such Holders or their attorneys-in-fact duly authorized, one complete set
of which instruments shall be delivered by the successor Trustee to the Master
Servicer one complete set to the Trustee so removed and one complete set to
the successor so appointed. Notice of any removal of the Trustee shall be
given to each Rating Agency by the successor Trustee.

            Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08 hereof.



                                     150
<PAGE>

            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 (without regard to the Class
2-A-3 Policy, in the case of the Class 2-A-3 Certificates).

            Upon acceptance of appointment by a successor trustee as provided
in this Section 8.08, the Depositor shall mail notice of the succession of
such trustee hereunder to the NIM Insurer and all Holders of Certificates. If
the Depositor fails to mail such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Depositor.

            Section 8.09 Merger or Consolidation of Trustee.

            Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be eligible under the provisions of
Section 8.06 hereof without the execution or filing of any paper or further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.

            Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust Fund or property securing any Mortgage Note may at
the time be located, the Master Servicer and the Trustee acting jointly shall
have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Trustee and reasonably acceptable to the NIM
Insurer to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund,
and to vest in such Person or Persons, in such capacity and for the benefit of
the Certificateholders, such title to the Trust Fund or any part thereof,
whichever is applicable, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider



                                     151
<PAGE>

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

            Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (1) All rights, powers, duties and obligations conferred or
      imposed upon the Trustee, except for the obligation of the Trustee under
      this Agreement to advance funds on behalf of the Master Servicer, shall
      be conferred or imposed upon and exercised or performed by the Trustee
      and such separate trustee or co-trustee jointly (it being understood
      that such separate trustee or co-trustee is not authorized to act
      separately without the Trustee joining in such act), except to the
      extent that under any law of any jurisdiction in which any particular
      act or acts are to be performed (whether as Trustee hereunder or as
      successor to the Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of
      title to the Trust Fund or any portion thereof in any such jurisdiction)
      shall be exercised and performed singly by such separate trustee or
      co-trustee, but solely at the direction of the Trustee;

                  (2) No trustee hereunder shall be held personally liable by
      reason of any act or omission of any other trustee hereunder; and

                  (3) The Trustee may at any time accept the resignation of or
      remove any separate trustee or co-trustee.

            Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article VIII. Each separate trustee and co-trustee
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee and a copy thereof given to the Master Servicer and the Depositor.

            Any separate trustee or co-trustee may, at any time, constitute
the Trustee its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.



                                     152
<PAGE>

            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) 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



                                     153
<PAGE>

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 ten days after the Closing Date all information or data that the
Trustee requests in writing and determines to be relevant for tax purposes to
the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows
of the Certificates and the Mortgage Loans (and, to the extent not part of the
aforementioned, the information referred to in paragraphs (1), (2), (3) and
(4) of Section 4.05(d)). Thereafter, the Depositor shall provide to the
Trustee promptly upon written request therefor, any such additional
information or data that the Trustee may, from time to time, request in order
to enable the Trustee to perform its duties as set forth herein. The Depositor
hereby indemnifies the Trustee for any losses, liabilities, damages, claims or
expenses of the Trustee arising from any errors or miscalculations of the
Trustee that result from any failure of the Depositor to provide, or to cause
to be provided, accurate information or data to the Trustee on a timely basis.

            In the event that any tax is imposed on "prohibited transactions"
of the Trust Fund as defined in section 860F(a)(2) of the Code, on the "net
income from foreclosure property" of the Trust Fund as defined in section
860G(c) of the Code, on any contribution to the Trust Fund after the startup
day pursuant to section 860G(d) of the Code, or any other tax is imposed,
including, without limitation, any federal, state or local tax or minimum tax
imposed upon the Trust Fund pursuant to sections 23153 and 24872 of the
California Revenue and Taxation Code if not paid as otherwise provided for
herein, such tax shall be paid by (i) the Trustee, if any such other tax
arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement, (ii) (x) the Master Servicer, in the case of
any such minimum tax, and (y) any party hereto (other than the Trustee) to the
extent any such other tax arises out of or results from a breach by such other
party of any of its obligations under this Agreement or (iii) in all other
cases, or in the event that any liable party here fails to honor its
obligations under the preceding clauses (i) or (ii), any such tax will be paid
first with amounts otherwise to be distributed to the Class A-R
Certificateholders, and second with amounts otherwise to be distributed to all
other Certificateholders in the same manner as if such tax were a Realized
Loss 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



                                     154
<PAGE>

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 such Corridor Contract received by the Class C Certificates, as
the case may be, and (ii) the Holders of the Class C Certificates in respect
of (a) any monies distributed pursuant to Section 4.04(c)(3) herein, in favor
of the other Certificateholders. Thus, the Interest-Bearing 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 Class 1-A-1 Corridor
Contract, the Class 2-A-1 Corridor Contract, the Class 3-A Corridor Contract,
the Class 4-A Corridor Contract and the Subordinate Corridor Contract have
values of $3,500, $1,000, $18,200, $9,600 and $247,700, 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 the 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). In addition, the Trustee shall treat any amount
payable to a Class C Certificate with respect to the R-3-X Interest as
deposited into the Carryover Reserve Fund.

            Section 8.12 Access to Records of the Trustee.

            The Trustee shall afford the Sellers, the Depositor, the Master
Servicer, the NIM Insurer, the Class 2-A-3 Insurer and each Certificate Owner
upon reasonable notice during normal business hours access to all records
maintained by the 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 shall furnish the Depositor, the Master Servicer, the NIM
Insurer, the Class 2-A-3 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, the Class 2-A-3
Insurer and the Certificate Owner for review and copying any books, documents,
or records requested with respect to the Trustee's duties under this
Agreement. The Sellers, the Depositor, the Master Servicer, the Class 2-A-3
Insurer and the Certificate Owner shall not have any responsibility or
liability for any action for failure to act by the Trustee and are not
obligated to supervise the performance of the Trustee under this Agreement or
otherwise.

            Section 8.13 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



                                     155
<PAGE>

enforcement of any other legal, equitable, or other remedy, as the Trustee,
being advised by counsel, and subject to the foregoing, shall deem most
effectual to protect and enforce any of the rights of the Trustee, the NIM
Insurer and the Certificateholders.

                                 ARTICLE IX.
                                  TERMINATION

            Section 9.01 Termination upon Liquidation or Repurchase of all
                         Mortgage Loans.

            Subject to Section 9.03, the Trust Fund shall terminate and the
obligations and responsibilities of the Depositor, the Master Servicer, the
Sellers and the 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, (iv) any remaining
unpaid costs and damages incurred by the Trust Fund that arises out of an
actual violation of any predatory or abusive lending law or regulation and (v)
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. If any such termination will result in a
Deficiency Amount on the Class 2-A-3 Policy, the consent of the Class 2-A-3
Insurer will also be required prior to exercising such option.

            The right to purchase all Mortgage Loans and REO Properties by the
Terminator pursuant to clause (a) of the immediately preceding paragraph shall
be conditioned upon (1) the Stated Principal Balance of the Mortgage Loans, at
the time of any such repurchase, aggregating ten percent (10%) or less of the
sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage
Loans and the Pre-Funded Amount, (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 and
(3) unless the Class 2-A-3 Insurer otherwise consents, the purchase price for
such Mortgage Loans and REO Properties shall result in a final distribution on
the Class 2-A-3 Certificates and the Class 2-A-3 Insurer that is sufficient
(x) to pay such Class 2-A-3 Certificates in full (without the need of any
Insured Payment) and (y) to pay any amounts due and payable to the Class 2-A-3
Insurer pursuant to the terms hereof.



                                     156
<PAGE>

            The NIM Insurer's right to purchase all Mortgage Loans and REO
Properties shall be further conditioned upon the written consent of the Master
Servicer.

            Section 9.02 Final Distribution on the Certificates.

            If on any Determination Date, (i) the Master Servicer determines
that there are no Outstanding Mortgage Loans and no other funds or assets in
the Trust Fund other than the funds in the Certificate Account, the Master
Servicer shall direct the Trustee to send a final distribution notice promptly
to each related Certificateholder and the Class 2-A-3 Insurer 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 and the Class 2-A-3 Insurer within five (5) Business Days
after such Determination Date that the final distribution in retirement of
such Class of Certificates is scheduled to be made on the immediately
following Distribution Date. Any final distribution made pursuant to the
immediately preceding sentence will be made only upon presentation and
surrender of the related Certificates at the Corporate Trust Office of the
Trustee. If the Terminator elects to terminate pursuant to clause (a) of
Section 9.01, at least 20 days prior to the date notice is to be mailed to the
affected Certificateholders, such electing party shall notify the Depositor,
the Class 2-A-3 Insurer 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 Trustee shall promptly release to the
Master Servicer the Mortgage Files for the Mortgage Loans.

            Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each affected Class and
the Class 2-A-3 Insurer the amounts allocable to such Certificates and the
Class 2-A-3 Insurer 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



                                     157
<PAGE>

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 2-A-3 Insurer, with respect to any
unpaid Class 2-A-3 Reimbursement Amounts and then 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 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



                                     158
<PAGE>

authorization shall be binding upon all successor Certificateholders. The
Trustee shall attach a statement to the final federal income tax return for
each of any REMIC created hereunder stating that pursuant to Treasury
Regulation Section 1.860F-1, the first day of the 90-day liquidation period
for each the REMIC was the date on which the Trustee sold the assets of the
Trust Fund to the Terminator.

            (c) The Trustee as agent for each REMIC created hereunder hereby
agrees to adopt and sign such a plan of complete liquidation upon the written
request of the Master Servicer, and the receipt of the Opinion of Counsel
referred to in Section 9.03(a)(1), and together with the Holders of the Class
A-R Certificates agree to take such other action in connection therewith as
may be reasonably requested by the Terminator.

                                  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 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 (without regard to
the Class 2-A-3 Policy, in the case of the Class 2-A-3 Certificates), it being
understood and agreed that any such letter in and of itself will not represent
a determination as to the materiality of any such amendment and will represent
a determination only as to the credit issues affecting any such rating. Any
amendment described above made solely to conform this Agreement to the
Prospectus or the Prospectus Supplement shall be deemed not to adversely
affect in any material respect the interests of the Certificateholders.
Notwithstanding the foregoing, no amendment that significantly changes the
permitted activities of the trust created by this Agreement may be made
without the consent of Certificateholders representing not less than 51% of
the Voting Rights of each Class of Certificates affected by such amendment.
Each party to this Agreement hereby agrees that it will cooperate with each
other party in amending this Agreement pursuant to clause (iv) above.

            The Trustee, the 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



                                     159
<PAGE>

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 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, (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, or (iv) adversely affect in
any material respect the rights or interests of the Class 2-A-3 Insurer in any
of the provisions of this Agreement without its consent, which consent shall
not be unreasonably withheld.

            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,
the Trustee shall furnish written notification of the substance of such
amendment to the Class 2-A-3 Insurer and, if the amendment required the
consent of Certificateholders, 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 requirements for amending this
Agreement have been complied with; and (ii) either (A) the



                                     160
<PAGE>

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 applicable law and will be maintained as such throughout the term of the
Agreement. The



                                     161
<PAGE>

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; 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;

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

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

            (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 Servicer, Countrywide Home Loans Servicing LP,
7105 Corporate Drive, Plano, Texas 75024,



                                     162
<PAGE>

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 2005-12, or such other address as the
Trustee may hereafter furnish to the parties hereto; (vii) 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; and (viii) in the case of the
Class 2-A-3 Insurer, MBIA Insurance Corporation, 113 King Street, Armonk, New
York 10504, Attention: Insured Portfolio Management - Structured Finance
(IPM-SF) (CWABS 2005-12) or such other address as may be hereafter furnished
by the Class 2-A-3 Insurer. 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, this Agreement may not be assigned by
the Master Servicer without the prior written consent of the Trustee and the
Depositor.

            Section 10.08 Limitation on Rights of Certificateholders.

            The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the Trust Fund, or otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

            No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth or contained in the terms of the Certificates
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be
under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.

            No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the



                                     163
<PAGE>

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.

            Section 10.11 Rights of NIM Insurer.

            (a) The rights of the NIM Insurer under this Agreement shall exist
only so long as either:



                                     164
<PAGE>

                  (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).



                                     165
<PAGE>

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

                              CWABS, INC.,
                              as Depositor


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


                              COUNTRYWIDE HOME LOANS, INC.,
                                     as a Seller


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


                              PARK MONACO INC.,
                                     as a Seller


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




                              PARK SIENNA LLC,
                                     as a Seller


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


<PAGE>


                              COUNTRYWIDE HOME LOANS SERVICING LP,
                                     as Master Servicer

                              By:  COUNTRYWIDE GP, INC.


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


                              THE BANK OF NEW YORK,
                              as Trustee


                              By:  /s/ Courtney A. Bartholomew
                                   ---------------------------------------------
                                   Name:  Courtney A. Bartholomew
                                   Title: Vice President


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




                              By:  /s/ Paul Connolly
                                   ---------------------------------------------
                                   Name:  Paul Connolly
                                   Title: Vice President


<PAGE>


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

          On this 30th day of September, 2005, before me, a notary public in
and for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a Senior Vice President of Countrywide
Home Loans, Inc., one of the corporations that executed the within instrument,
and also known to me to be the person who executed it on behalf of such
corporation and acknowledged to me that such corporation executed the within
instrument.

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

                                                   /s/ Glenda Daniel
                                                   -----------------------------
                                                   Notary Public


[Notarial Seal]







<PAGE>


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

          On this 30th day of September, 2005, before me, a notary public in
and for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a Vice President of Countrywide GP, Inc.,
the parent company of Countrywide Home Loans Servicing LP, one of the
organizations that executed the within instrument, and also known to me to be
the person who executed it on behalf of such limited partnership and
acknowledged to me that such limited partnership executed the within
instrument.

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

                                                   /s/ Glenda Daniel
                                                   -----------------------------
                                                   Notary Public


[Notarial Seal]







<PAGE>



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

          On this 30th day of September, 2005, before me, a notary public in
and for said State, appeared Leon Daniels, Jr., personally known to me on the
basis of satisfactory evidence to be a Vice President of CWABS, Inc., one of
the corporations that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation and acknowledged
to me that such corporation executed the within instrument.

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

                                                   /s/ Glenda Daniel
                                                   -----------------------------
                                                   Notary Public


[Notarial Seal]







<PAGE>





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

                  On this 30th day of September, 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.

                                                   /s/ Glenda Daniel
                                                   -----------------------------
                                                   Notary Public


[Notarial Seal]





<PAGE>





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

          On this 30th day of September, 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 entities that executed the within instrument, and also known to me to
be the person who executed it on behalf of such entity and acknowledged to me
that such entity executed the within instrument.

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

                                                   /s/ Glenda Daniel
                                                   -----------------------------
                                                   Notary Public


[Notarial Seal]





<PAGE>


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

                  On this 30th day of September, 2005 before me, a notary
public in and for said State, appeared Courtney A. Bartholomew, personally
known to me on the basis of satisfactory evidence to be a Vice President of
The Bank of New York, a New York banking corporation that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such corporation, and acknowledged to me that such corporation executed the
within instrument.

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

                                                   /s/ Barbara Lovelace
                                                   -----------------------------
                                                   Notary Public


[Notarial Seal]





<PAGE>



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

                  On this 30th day of September, 2005 before me, a notary
public in and for said State, appeared Paul Connolly, personally known to me
on the basis of satisfactory evidence to be a Vice President of The Bank of
New York, a New York banking corporation that executed the within instrument,
and also known to me to be the person who executed it on behalf of such
corporation, and acknowledged to me that such corporation executed the within
instrument.

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

                                                   /s/ Barbara Lovelace
                                                   -----------------------------
                                                   Notary Public


[Notarial Seal]






<PAGE>


                                                                  Exhibits A-1
                                                                  through A-22

                        [Exhibits A-1 through A-22 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 document delivered at closing.]


                                     B-1
<PAGE>


                                                                     Exhibit C

                           Exhibit C is a photocopy
                          of the Class C Certificates
                                 as delivered.


               [See appropriate document 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
                                 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 2005-12

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of September 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, and the undersigned,
as 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 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 2005-12
                    -----------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of September 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, and the undersigned,
as 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 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 2005-12, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of September 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 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 (xv) 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 2005-12
                    -----------------------------------------------

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 September 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, and the undersigned, as 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 2005-12, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of September 1, 2005, without recourse", or,
in the case of each [Initial Mortgage


                                    G-3-1
<PAGE>


Loan][Subsequent Mortgage Loan] with respect to property located in the State
of California that is not a MERS Mortgage Loan, a duly executed assignment of
the Mortgage in blank (each such assignment, when duly and validly completed,
to be in recordable form and sufficient to effect the assignment of and
transfer to the assignee thereof, under the Mortgage to which such assignment
relates).

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

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

          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 2005-12
                    -----------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of September 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, and the undersigned,
as 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 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 the Subsequent
Mortgage Loans identified on the Loan Number and Borrower Identification


                                    G-4-1
<PAGE>


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]

[Class 2-A-3 Insurer]


               Re:  CWABS Asset-Backed Certificates, Series 2005-12
                    -----------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of September 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, and the undersigned,
as 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


                                     H-1
<PAGE>


Loan][Subsequent Mortgage Loan] is a MOM Loan if the [Initial Mortgage
Loan][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 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 2005-12, CWABS, Inc., by
The Bank of New York, a New York banking corporation, as trustee under the
Pooling and Servicing Agreement dated as of September 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 (xv) of the definition of the "Mortgage Loan Schedule"
in Section 1.01 of the Pooling and Servicing Agreement accurately reflects
information set forth in the Mortgage File.

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


                                     H-2
<PAGE>


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

                                            The Bank of New York,
                                            as Trustee



                                            By: ________________________________
                                                Name:
                                                Title:


                                     H-3
<PAGE>


                                   EXHIBIT I

               TRANSFER AFFIDAVIT FOR THE CLASS A-R CERTIFICATES

STATE OF   )
           )   ss.:
COUNTY OF  )

          The undersigned, being first duly sworn, deposes and says as
follows:

          1. The undersigned is an officer of _______________, the proposed
Transferee of an Ownership Interest in a Class A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated
as of September 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, and The Bank of New York, as Trustee.
Capitalized terms used, but not defined herein or in Exhibit 1 hereto, shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.

          2. The Transferee is not an employee benefit plan that is subject to
Title I of ERISA or to section 4975 of the Internal Revenue Code of 1986, nor
is it acting on behalf of or with plan assets of any such plan. The Transferee
is, as of the date hereof, and will be, as of the date of the Transfer, a
Permitted Transferee. The Transferee will endeavor to remain a Permitted
Transferee for so long as it retains its Ownership Interest in the
Certificate. The Transferee is acquiring its Ownership Interest in the
Certificate for its own account.

          3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability
for the tax if the subsequent Transferee furnished to such Person an affidavit
that such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

          4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such affidavit is
false. (For this purpose, a "pass-through entity" includes a regulated
investment company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives and, except as may be
provided in Treasury Regulations, persons holding interests in pass-through
entities as a nominee for another Person.)


                                     I-1-1
<PAGE>


          5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement (attached hereto as Exhibit 2 and incorporated herein by
reference) and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by
and to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

          6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit J-1 to the Agreement (a "Transferor Certificate") to
the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.

          7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect
to the Class A-R Certificates.

          8. The Transferee's taxpayer identification number is _____.

          9. The Transferee is a U.S. Person as defined in Code section
7701(a)(30).

          10. The Transferee is aware that the Class A-R Certificates may be
"noneconomic residual interests" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax. In
addition, as the holder of a noneconomic residual interest, the Transferee may
incur tax liabilities in excess of any cash flows generated by the interest
and the Transferee hereby represents that it intends to pay taxes associated
with holding the residual interest as they become due.

          11. The Transferee has provided financial statements or other
financial information requested by the Transferor in connection with the
transfer of the Class A-R Certificates to permit the Transferor to assess the
financial capability of the Transferee to pay such taxes.

                                     * * *


                                     I-1-2
<PAGE>


          IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this ____ day of _____________, 20__.

                                       [NAME OF TRANSFEREE]


                                       By: ___________________________________
                                           Name:
                                           Title:


[Corporate Seal]

ATTEST:

_________________________
[Assistant] Secretary

          Personally appeared before me the above-named _____________, known
or proved to me to be the same person who executed the foregoing instrument
and to be the ____________ of the Transferee, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
Transferee.

          Subscribed and sworn before me this ____ day of _______, 20__.



                                        _____________________________________
                                                    NOTARY PUBLIC
                                        My Commission expires the ___ day of
                                                         , 20__.


                                     I-1-3
<PAGE>


                              Certain Definitions

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

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

          "Person": Any individual, corporation, limited liability company,
partnership, joint venture, bank, joint stock company, trust (including any
beneficiary thereof), unincorporated organization or government or any agency
or political subdivision thereof.

          "Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate, including the acquisition of a Certificate by the
Depositor.

          "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.


                                    I-1-4
<PAGE>


                       Section 5.02(c) of the Agreement

          (c) Each Person who has or who acquires any Ownership Interest in a
Class A-R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:

                  (1) Each Person holding or acquiring any Ownership Interest
         in a Class A-R Certificate shall be a Permitted Transferee and shall
         promptly notify the Trustee of any change or impending change in its
         status as a Permitted Transferee.

                  (2) Except in connection with (i) the registration of the
         Tax Matters Person Certificate in the name of the Trustee or (ii) any
         registration in the name of, or transfer of a Class A-R Certificate
         to, an affiliate of the Depositor (either directly or through a
         nominee) in connection with the initial issuance of the Certificates,
         no Ownership Interest in a Class A-R Certificate may be registered on
         the Closing Date or thereafter transferred, and the Trustee shall not
         register the Transfer of any Class A-R Certificate unless, the
         Trustee shall have been furnished with an affidavit (a "Transfer
         Affidavit") of the initial owner or the proposed transferee in the
         form attached hereto as Exhibit I.

                  (3) Each Person holding or acquiring any Ownership Interest
         in a Class A-R Certificate shall agree (A) to obtain a Transfer
         Affidavit from any other Person to whom such Person attempts to
         Transfer its Ownership Interest in a Class A-R Certificate, (B) to
         obtain a Transfer Affidavit from any Person for whom such Person is
         acting as nominee, trustee or agent in connection with any Transfer
         of a Class A-R Certificate and (C) not to Transfer its Ownership
         Interest in a Class A-R Certificate, or to cause the Transfer of an
         Ownership Interest in a Class A-R Certificate to any other Person, if
         it has actual knowledge that such Person is not a Permitted
         Transferee.

                  (4) Any attempted or purported Transfer of any Ownership
         Interest in a Class A-R Certificate in violation of the provisions of
         this Section 5.02(c) shall be absolutely null and void and shall vest
         no rights in the purported Transferee. If any purported transferee
         shall become a Holder of a Class A-R Certificate in violation of the
         provisions of this Section 5.02(c), then the last preceding Permitted
         Transferee shall be restored to all rights as Holder thereof
         retroactive to the date of registration of Transfer of such Class A-R
         Certificate. The Trustee shall be under no liability to any Person
         for any registration of Transfer of a Class A-R Certificate that is
         in fact not permitted by Section 5.02(b) and this Section 5.02(c) or
         for making any payments due on such Certificate to the Holder thereof
         or taking any other action with respect to such Holder under the
         provisions of this Agreement so long as the Transfer was registered
         after receipt of the related Transfer Affidavit and Transferor
         Certificate. The Trustee shall be entitled but not obligated to
         recover from any Holder of a Class A-R Certificate that was in fact
         not a Permitted Transferee at the time it became a Holder or, at such
         subsequent time as it became other than a Permitted Transferee, all
         payments made on such Class A-R Certificate at and after either such
         time. Any such payments so recovered by the Trustee shall be paid and
         delivered by the Trustee to the last preceding Permitted Transferee
         of such Certificate.


                                    I-1-5
<PAGE>


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

                  The restrictions on Transfers of a Class A-R Certificate set
forth in this section 5.02(c) shall cease to apply (and the applicable
portions of the legend on a Class A-R Certificate may be deleted) with respect
to Transfers occurring after delivery to the Trustee of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trustee, the Sellers
or the Master Servicer to the effect that the elimination of such restrictions
will not cause any constituent REMIC of any REMIC formed hereunder to fail to
qualify as a REMIC at any time that the Certificates are outstanding or result
in the imposition of any tax on the Trust Fund, a Certificateholder or another
Person. Each Person holding or acquiring any ownership Interest in a Class A-R
Certificate hereby consents to any amendment of this Agreement that, based on
an Opinion of Counsel furnished to the Trustee, is reasonably necessary (a) to
ensure that the record ownership of, or any beneficial interest in, a Class
A-R Certificate is not transferred, directly or indirectly, to a Person that
is not a Permitted Transferee and (b) to provide for a means to compel the
Transfer of a Class A-R Certificate that is held by a Person that is not a
Permitted Transferee to a Holder that is a Permitted Transferee.


                                    I-1-6
<PAGE>


                                  EXHIBIT J-1

           FORM OF TRANSFEROR CERTIFICATE FOR CLASS A-R CERTIFICATES

                                     Date:


CWABS, Inc.
as Depositor
4500 Park Granada
Calabasas, California  91302

The Bank of New York
as Trustee
101 Barclay Street
New York, New York  10286


            Re:   CWABS, Inc. Asset Backed
                  Certificates, Series 2005-12
                  ----------------------------

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 September 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, 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 2005-12, 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 September 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, 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 2005-12, 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


                                     K-1
<PAGE>


Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt
from such registration requirements, and if requested, we will at our expense
provide an opinion of counsel satisfactory to the addressees of this
Certificate that such sale, transfer or other disposition may be made pursuant
to an exemption from the Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate, and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Pooling
and Servicing Agreement.

          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 September 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, 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 2005-12, 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


                                     L-1
<PAGE>


Certificates a violation of Section 5 of the Securities Act or require
registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificates,
(f) we are a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are
aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and further, understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A, or (ii) pursuant to
another exemption from registration under the Securities Act.

          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 September 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, and The Bank
of New York, as Trustee.

                                         Very truly yours,

                                         __________________________________
                                         Name of Transferee

                                         By: _______________________________
                                                Authorized Officer


                                     L-2
<PAGE>


                             ANNEX 1 TO EXHIBIT L

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees Other Than Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

          As indicated below, the undersigned is the President, Chief
          Financial Officer, Senior Vice President or other executive officer
          of the Buyer.

          In connection with purchases by the Buyer, the Buyer is a "qualified
          institutional buyer" as that term is defined in Rule 144A under the
          Securities Act of 1933, as amended ("Rule 144A") because (i) the
          Buyer owned and/or invested on a discretionary basis either at least
          $100,000,000 in securities or, if Buyer is a dealer, Buyer must own
          and/or invest on a discretionary basis at least $10,000,000 in
          securities (except for the excluded securities referred to below) as
          of the end of the Buyer's most recent fiscal year (such amount being
          calculated in accordance with Rule 144A and (ii) the Buyer satisfies
          the criteria in the category marked below.

          ___   Corporation, etc. The Buyer is a corporation (other than a
                bank, savings and loan association or similar institution),
                Massachusetts or similar business trust, partnership, or
                charitable organization described in Section 501(c)(3) of the
                Internal Revenue Code of 1986, as amended.

          ___   Bank. The Buyer (a) is a national bank or banking institution
                organized under the laws of any State, territory or the
                District of Columbia, the business of which is substantially
                confined to banking and is supervised by the State or
                territorial banking commission or similar official or is a
                foreign bank or equivalent institution, and (b) has an audited
                net worth of at least $25,000,000 as demonstrated in its
                latest annual financial statements, a copy of which is
                attached hereto.

          ___   Savings and Loan. The Buyer (a) is a savings and loan
                association, building and loan association, cooperative bank,
                homestead association or similar institution, which is
                supervised and examined by a State or Federal authority having
                supervision over any such institutions or is a foreign savings
                and loan association or equivalent institution and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in
                its latest annual financial statements, a copy of which is
                attached hereto.

          ___   Broker-dealer. The Buyer is a dealer registered pursuant to
                Section 15 of the Securities Exchange Act of 1934.

          ___   Insurance Company. The Buyer is an insurance company whose
                primary and predominant business activity is the writing of
                insurance or the reinsuring of


                                     L-3
<PAGE>


                risks underwritten by insurance companies and which is subject
                to supervision by the insurance commissioner or a similar
                official or agency of a State, territory or the District of
                Columbia.

          ___   State or Local Plan. The Buyer is a plan established and
                maintained by a State, its political subdivisions, or any
                agency or instrumentality of the State or its political
                subdivisions, for the benefit of its employees.

          ___   ERISA Plan. The Buyer is an employee benefit plan within the
                meaning of Title I of the Employee Retirement Income Security
                Act of 1974.

          ___   Investment Advisor. The Buyer is an investment advisor
                registered under the Investment Advisors Act of 1940.

          ___   Small Business Investment Company. Buyer is a small business
                investment company licensed by the U.S. Small Business
                Administration under Section 301(c) or (d) of the Small
                Business Investment Act of 1958.

          ___   Business Development Company. Buyer is a business development
                company as defined in Section 202(a)(22) of the Investment
                Advisors Act of 1940.

          The term "securities" as used herein does not include (i) securities
          of issuers that are affiliated with the Buyer, (ii) securities that
          are part of an unsold allotment to or subscription by the Buyer, if
          the Buyer is a dealer, (iii) securities issued or guaranteed by the
          U.S. or any instrumentality thereof, (iv) bank deposit notes and
          certificates of deposit, (v) loan participations, (vi) repurchase
          agreements, (vii) securities owned but subject to a repurchase
          agreement and (viii) currency, interest rate and commodity swaps.

          For purposes of determining the aggregate amount of securities owned
          and/or invested on a discretionary basis by the Buyer, the Buyer
          used the cost of such securities to the Buyer and did not include
          any of the securities referred to in the preceding paragraph, except
          (i) where the Buyer reports its securities holdings in its financial
          statements on the basis of their market value, and (ii) no current
          information with respect to the cost of those securities has been
          published. If clause (ii) in the preceding sentence applies, the
          securities may be valued at market. Further, in determining such
          aggregate amount, the Buyer may have included securities owned by
          subsidiaries of the Buyer, but only if such subsidiaries are
          consolidated with the Buyer in its financial statements prepared in
          accordance with generally accepted accounting principles and if the
          investments of such subsidiaries are managed under the Buyer's
          direction. However, such securities were not included if the Buyer
          is a majority-owned, consolidated subsidiary of another enterprise
          and the Buyer is not itself a reporting company under the Securities
          Exchange Act of 1934, as amended.

          The Buyer acknowledges that it is familiar with Rule 144A and
          understands that the seller to it and other parties related to the
          Certificates are relying and will continue to rely on the statements
          made herein because one or more sales to the Buyer may be in
          reliance on Rule 144A.


                                     L-4
<PAGE>


          Until the date of purchase of the Rule 144A Securities, the Buyer
          will notify each of the parties to which this certification is made
          of any changes in the information and conclusions herein. Until such
          notice is given, the Buyer's purchase of the Certificates will
          constitute a reaffirmation of this certification as of the date of
          such purchase. In addition, if the Buyer is a bank or savings and
          loan is provided above, the Buyer agrees that it will furnish to
          such parties updated annual financial statements promptly after they
          become available.

                                      ____________________________________
                                              Print Name of Buyer


                                      By: _________________________________
                                          Name:
                                          Title:


                                      Date: ________________________________


                                     L-5
<PAGE>


                                                          ANNEX 2 TO EXHIBIT L
                                                          --------------------

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           --------------------------------------------------------

          [For Transferees That are Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

          In connection with purchases by Buyer, the Buyer is a "qualified
          institutional buyer" as defined in SEC Rule 144A because (i) the
          Buyer is an investment company registered under the Investment
          Company Act of 1940, as amended and (ii) as marked below, the Buyer
          alone, or the Buyer's Family of Investment Companies, owned at least
          $100,000,000 in securities (other than the excluded securities
          referred to below) as of the end of the Buyer's most recent fiscal
          year. For purposes of determining the amount of securities owned by
          the Buyer or the Buyer's Family of Investment Companies, the cost of
          such securities was used, except (i) where the Buyer or the Buyer's
          Family of Investment Companies reports its securities holdings in
          its financial statements on the basis of their market value, and
          (ii) no current information with respect to the cost of those
          securities has been published. If clause (ii) in the preceding
          sentence applies, the securities may be valued at market.

          ___   The Buyer owned $      in securities (other than the excluded
                securities referred to below) as of the end of the Buyer's
                most recent fiscal year (such amount being calculated in
                accordance with Rule 144A).

          ___   The Buyer is part of a Family of Investment Companies which
                owned in the aggregate $         in securities (other than the
                excluded securities referred to below) as of the end of the
                Buyer's most recent fiscal year (such amount being calculated
                in accordance with Rule 144A).

          The term "Family of Investment Companies" as used herein means two
          or more registered investment companies (or series thereof) that
          have the same investment adviser or investment advisers that are
          affiliated (by virtue of being majority owned subsidiaries of the
          same parent or because one investment adviser is a majority owned
          subsidiary of the other).

          The term "securities" as used herein does not include (i) securities
          of issuers that are affiliated with the Buyer or are part of the
          Buyer's Family of Investment Companies, (ii) securities issued or
          guaranteed by the U.S. or any instrumentality thereof, (iii) bank
          deposit notes and certificates of deposit, (iv) loan participations,
          (v) repurchase


                                     L-6
<PAGE>


          agreements, (vi) securities owned but subject to a repurchase
          agreement and (vii) currency, interest rate and commodity swaps.

          The Buyer is familiar with Rule 144A and under-stands that the
          parties listed in the Rule 144A Transferee Certificate to which this
          certification relates are relying and will continue to rely on the
          statements made herein because one or more sales to the Buyer will
          be in reliance on Rule 144A. In addition, the Buyer will only
          purchase for the Buyer's own account.

          Until the date of purchase of the Certificates, the undersigned will
          notify the parties listed in the Rule 144A Transferee Certificate to
          which this certification relates of any changes in the information
          and conclusions herein. Until such notice is given, the Buyer's
          purchase of the Certificates will constitute a reaffirmation of this
          certification by the undersigned as of the date of such purchase.

                                    ____________________________________________
                                            Print Name of Buyer or Adviser


                                    By: ________________________________________
                                    Name:
                                    Title:


                                    IF AN ADVISER:



                                    ____________________________________________
                                                Print Name of Buyer


                                    Date: ______________________________________


                                     L-7
<PAGE>


                                   EXHIBIT M

                     FORM OF REQUEST FOR DOCUMENT RELEASE

Loan Information

         Name of Mortgagor:
                                    ____________________________________________

         Master Servicer
         Loan No.:
                                    ____________________________________________

Trustee

         Name:
                                    ____________________________________________

         Address:
                                    ____________________________________________



         Trustee
         Mortgage File No.:
                                    ____________________________________________

          The undersigned Master Servicer hereby acknowledges that it has
received from _______________________________________, as Trustee for the
Holders of Asset-Backed Certificates, Series 2005-12, 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 September 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, and The Bank
of New York, as Trustee.

( )  Mortgage Note dated ___________, ____, in the original principal sum of
     $________, made by __________________, payable to, or endorsed to the
     order of, the Trustee.

( )  Mortgage recorded on _________________ as instrument no. ________________
     in the County Recorder's Office of the County of ________________, State
     of _______________ in book/reel/docket _______________ of official
     records at page/image _____________.

( )  Deed of Trust recorded on _________________ as instrument no.
     ________________ in the County Recorder's Office of the County of
     ________________, State of _______________ in book/reel/docket
     _______________ of official records at page/image _____________.

( )  Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
     _________________ as instrument no. __________ in the County Recorder's
     Office of


                                     M-1
<PAGE>


     the County of __________, State of _______________ in book/reel/docket
     _______________ of official records at page/image _____________.

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

( )  ___________________________________________________

( )  ___________________________________________________

( )  ___________________________________________________

( )  ___________________________________________________

     The undersigned Master Servicer hereby acknowledges and agrees as
     follows:

          (1) The Master Servicer shall hold and retain possession of the
     Documents in trust for the benefit of the 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 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 2005-12

__________________________________________ 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
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, have entered in
the Pooling and Servicing Agreement, dated as of September 1, 2005 (the
"Pooling and Servicing Agreement"), relating to the CWABS, Inc. Asset-Backed
Certificates, Series 2005-12 (capitalized terms not otherwise defined herein
are used as defined in the Pooling and Servicing Agreement);

          WHEREAS, Section 2.01(b) of the Pooling and Servicing Agreement
provides for the parties hereto to enter into this Subsequent Transfer
Agreement in accordance with the terms and conditions of the Pooling and
Servicing Agreement;

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration the receipt and adequacy of which are hereby
acknowledged the parties hereto agree as follows:

          (a) The "Subsequent Transfer Date" with respect to this Subsequent
Transfer Agreement shall be ________ __, 200[_].

          (b) The "Subsequent Transfer Date Purchase Amount" with respect to
this Subsequent Transfer Agreement shall be $_______________.

          (c) The Subsequent Mortgage Loans conveyed on the Subsequent
Transfer Date shall be subject to the terms and conditions of the Pooling and
Servicing Agreement.

          (d) Annex I hereto sets forth a list of the Mortgage Loans which are
Delay Delivery Mortgage Loans.

          (e) In case any provision of this Subsequent Transfer Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions or obligations shall not in any way
be affected or impaired thereby.

          (f) In the event of any conflict between the provisions of this
Subsequent Transfer Agreement and the Pooling and Servicing Agreement, the
provisions of the Pooling and Servicing Agreement shall prevail.


                                     P-1
<PAGE>


          (g) This Subsequent Transfer Agreement shall be governed by, and
shall be construed and enforced in accordance with the laws of the State of
New York.

          (h) The Subsequent Transfer Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.


                                     P-2
<PAGE>


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



                                         CWABS, INC.,
                                         as Depositor



                                         By: __________________________________
                                             Name:
                                             Title:



                                         COUNTRYWIDE HOME LOANS, INC.,
                                         as a Seller



                                         By: __________________________________
                                             Name:
                                             Title:



                                         PARK MONACO INC.,
                                         as a Seller



                                         By: __________________________________
                                             Name:
                                             Title:



                                         PARK SIENNA LLC,
                                         as a Seller



                                         By: __________________________________
                                             Name:
                                             Title:


                                     P-3
<PAGE>


                                         THE BANK OF NEW YORK,
                                             not in its individual capacity,
                                             but solely as Trustee



                                         By: __________________________________
                                             Name:
                                             Title:


                                     P-4
<PAGE>


                                                                       Annex I

 Mortgage Loans for which All or a Portion of a Related Mortgage File is not
     Delivered to the Trustee on or prior to the Subsequent Transfer Date


                                     P-5
<PAGE>


                                  EXHIBIT Q-1

                     FORM OF CLASS 1-A-1 CORRIDOR CONTRACT

               [See appropriate documents delivered at closing.]


                                    Q-1-1
<PAGE>


                                  EXHIBIT Q-2

                     FORM OF CLASS 2-A-1 CORRIDOR CONTRACT

               [See appropriate documents delivered at closing.]


                                    Q-2-1
<PAGE>


                                  EXHIBIT Q-3

                      FORM OF CLASS 3-A CORRIDOR CONTRACT

               [See appropriate documents delivered at closing.]


                                    Q-3-1
<PAGE>


                                  EXHIBIT Q-4

                      FORM OF CLASS 4-A CORRIDOR CONTRACT

               [See appropriate documents delivered at closing.]


                                    Q-4-1
<PAGE>


                                  EXHIBIT Q-5

                     FORM OF SUBORDINATE CORRIDOR CONTRACT

               [See appropriate documents delivered at closing.]


                                    Q-5-1
<PAGE>


                                   EXHIBIT R

                              CLASS 2-A-3 POLICY

                     CERTIFICATE GUARANTY INSURANCE POLICY


OBLIGATIONS:  CWABS Asset-Backed Certificates Trust 2005-12 Policy Number: 47021
              Asset-Backed Certificates, Series 2005-12
              $78,724,000 5.069% Class 2-A-3 Certificates

     MBIA Insurance Corporation (the "Insurer"), in consideration of the
payment of the premium and subject to the terms of this Certificate Guaranty
Insurance Policy (this "Policy"), hereby unconditionally and irrevocably
guarantees to any Owner that an amount equal to each full and complete Insured
Payment will be received by The Bank of New York, or its successor, as trustee
for the Owners (the "Trustee"), on behalf of the Owners from the Insurer, for
distribution by the Trustee to each Owner of each Owner's proportionate share
of the Insured Payment. The Insurer's obligations hereunder with respect to a
particular Insured Payment shall be discharged to the extent funds equal to
the applicable Insured Payment are received by the Trustee, whether or not
such funds are properly applied by the Trustee. Insured Payments shall be made
only at the time set forth in this Policy, and no accelerated Insured Payments
shall be made regardless of any acceleration of the Obligations, unless such
acceleration is at the sole option of the Insurer.

     Notwithstanding the foregoing paragraph, this Policy does not cover
shortfalls, if any, attributable to the liability of the Trust Fund, any REMIC
or the Trustee for withholding taxes, if any (including interest and penalties
in respect of any such liability). This Policy will not provide credit
enhancement for any Class of Certificates other than the Class 2-A-3
Certificates.

     The Insurer will pay any Insured Payment that is a Preference Amount on
the Business Day following receipt on a Business Day by the Fiscal Agent (as
described below) of (i) a certified copy of the order requiring the return of
a preference payment, (ii) an opinion of counsel satisfactory to the Insurer
that such order is final and not subject to appeal, (iii) an assignment in
such form as is reasonably required by the Insurer, irrevocably assigning to
the Insurer all rights and claims of the Owner relating to or arising under
the Obligations against the debtor which made such preference payment or
otherwise with respect to such preference payment and (iv) appropriate
instruments to effect the appointment of the Insurer as agent for such Owner
in any legal proceeding related to such preference payment, such instruments
being in a form satisfactory to the Insurer, provided that if such documents
are received after 12:00 noon, New York City time, on such Business Day, they
will be deemed to be received on the following Business Day. Such payments
shall be disbursed to the receiver or trustee in bankruptcy named in the final
order of the court exercising jurisdiction on behalf of the Owner and not to
any Owner directly unless such Owner has returned principal or interest paid
on the Obligations to such receiver or trustee in bankruptcy, in which case
such payment shall be disbursed to such Owner.


                                     R-1
<PAGE>


     The Insurer will pay any other amount payable hereunder no later than
12:00 noon, New York City time, on the later of the Distribution Date on which
the related Deficiency Amount is due or the second Business Day following
receipt in New York, New York on a Business Day by U.S. Bank Trust National
Association, as fiscal agent for the Insurer or any successor fiscal agent
appointed by the Insurer (the "Fiscal Agent") of a Notice (as described
below); provided that if such Notice is received after 12:00 noon, New York
City time, on such Business Day, it will be deemed to be received on the
following Business Day. If any such Notice received by the Fiscal Agent is not
in proper form or is otherwise insufficient for the purpose of making claim
hereunder, it shall be deemed not to have been received by the Fiscal Agent
for purposes of this paragraph, and the Insurer or the Fiscal Agent, as the
case may be, shall promptly so advise the Trustee and the Trustee may submit
an amended Notice.

     Insured Payments due hereunder, unless otherwise stated herein, will be
disbursed by the Fiscal Agent to the Trustee on behalf of the Owners by wire
transfer of immediately available funds in the amount of the Insured Payment
less, in respect of Insured Payments related to Preference Amounts, any amount
held by the Trustee for the payment of such Insured Payment and legally
available therefor.

     The Fiscal Agent is the agent of the Insurer only, and the Fiscal Agent
shall in no event be liable to Owners for any acts of the Fiscal Agent or any
failure of the Insurer to deposit, or cause to be deposited, sufficient funds
to make payments due under this Policy.

     As used herein, the following terms shall have the following meanings:

     "Agreement" means the Pooling and Servicing Agreement dated as of
September 1, 2005 among Countrywide Home Loans, Inc., as Seller, Park Monaco
Inc., as Seller, Park Sienna LLC, as Seller, Countrywide Home Loans Servicing
LP, as Master Servicer, CWABS, Inc., as Depositor, and the Trustee, as
trustee, without regard to any amendment or supplement thereto.

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

     "Class 2-A-3 Available Funds" means, with respect to any Distribution
Date, funds allocated from amounts available pursuant to the Agreement to make
distributions on the Class 2-A-3 Certificates on such Distribution Date.

     "Deficiency Amount" means, with respect to any Distribution Date, the
excess, if any, of Required Distributions for such Distribution Date over
Class 2-A-3 Available Funds.

     "Insured Payment" means (i) as of any Distribution Date, any Deficiency
Amount and (ii) any Preference Amount.

     "Notice" means the telephonic or telegraphic notice, promptly confirmed
in writing by telecopy substantially in the form of Exhibit A attached hereto,
the original of which is


                                     R-2
<PAGE>


subsequently delivered by registered or certified mail, from the Trustee
specifying the Insured Payment which shall be due and owing on the applicable
Distribution Date.

     "Owner" means each Class 2-A-3 Certificateholder (as defined in the
Agreement) who, on the applicable Distribution Date, is entitled under the
terms of the Obligations to payment thereunder.

     "Preference Amount" means any amount previously distributed to an Owner
on the Obligations that is recoverable and sought to be recovered as a
voidable preference by a trustee in bankruptcy pursuant to the United States
Bankruptcy Code (11 U.S.C.), as amended from time to time, in accordance with
a final nonappealable order of a court having competent jurisdiction.

     "Required Distributions" means, (a) with respect to any Distribution
Date, the sum, without duplication, of (i) the amount of interest that has
accrued on the Class 2-A-3 Certificates at the then applicable Pass-Through
Rate during the applicable Accrual Period with respect to the Class 2-A-3
Certificates, net of any interest shortfalls resulting from Prepayment
Interest Shortfalls and any interest shortfalls resulting from application of
the Servicemembers Civil Relief Act, or similar state or local laws and (ii)
at the election of the Insurer in its sole discretion, the amount equal to the
product of (x) a fraction, the numerator of which is equal to the Certificate
Principal Balance of the Class 2-A-3 Certificates (after giving effect to all
distributions, other than Required Distributions, to be made on such
Distribution Date), and the denominator of which is equal to the aggregate
Certificate Principal Balance of the Class 2-A Certificates (after giving
effect to all distributions, other than Required Distributions, to be made on
such Distribution Date), and (y) the amount, if any, by which the aggregate
Certificate Principal Balance of the Class 2-A Certificates (after giving
effect to all distributions, other than Required Distributions, to be made on
such Distribution Date) exceeds the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 plus the amount on deposit in the Pre-Funding
Account in respect of Loan Group 2; and (b) on the Last Scheduled Distribution
Date, the outstanding Certificate Principal Balance of the Class 2-A-3
Certificates (after giving effect to all distributions, other than Required
Distributions, to be made on such Distribution Date).

     Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set forth in the Agreement as of the date of execution
of this Policy, without giving effect to any subsequent amendment to or
modification of the Agreement unless such amendment or modification has been
approved in writing by the Insurer.

     Any notice hereunder or service of process on the Fiscal Agent may be
made at the address listed below for the Fiscal Agent or such other address as
the Insurer shall specify in writing to the Trustee.

     The notice address of the Fiscal Agent is 100 Wall Street, Suite 1600,
New York, New York 10005, Attention: Corporate Trust Services, or such other
address as the Fiscal Agent shall specify to the Trustee in writing.

     This Policy is being issued under and pursuant to, and shall be construed
under, the laws of the State of New York, without giving effect to the
conflict of law principles thereof.


                                     R-3
<PAGE>


     The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.

     This Policy is not cancelable for any reason. The premium on this Policy
is not refundable for any reason including payment, or provision being made
for payment, prior to maturity of the Obligations.

     IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed and
attested this 30th day of September, 2005.

                                        MBIA INSURANCE CORPORATION



                                        By ____________________________________
                                           President



                                        Attest:



                                        By ____________________________________
                                           Assistant Secretary


                                     R-4
<PAGE>


                                   EXHIBIT A

                   TO CERTIFICATE GUARANTY INSURANCE POLICY
                                 NUMBER: 47021

                       NOTICE UNDER CERTIFICATE GUARANTY
                        INSURANCE POLICY NUMBER: 47021



U.S. Bank Trust National Association, as Fiscal Agent
for MBIA Insurance Corporation
100 Wall Street, Suite 1600
New York, NY  10005
Attention: Corporate Trust Services

MBIA Insurance Corporation
113 King Street
Armonk, NY  10504

     The undersigned, a duly authorized officer of [NAME OF TRUSTEE], as
trustee (the "Trustee"), hereby certifies to U.S. Bank Trust National
Association (the "Fiscal Agent") and MBIA Insurance Corporation (the
"Insurer"), with reference to Certificate Guaranty Insurance Policy Number:
47021 (the "Policy") issued by the Insurer in respect of the CWABS
Asset-Backed Certificates Trust 2005-12, Asset-Backed Certificates, Series
2005-12, $78,724,000 5.069% Class 2-A-3 Certificates (the "Obligations"),
that:

          (a) the Trustee is the trustee under the Pooling and Servicing
     Agreement dated as of September 1, 2005 among Countrywide Home Loans,
     Inc., as Seller, Park Monaco Inc., as Seller, Park Sienna LLC, as Seller,
     Countrywide Home Loans Servicing LP, as Master Servicer, CWABS, Inc., as
     Depositor, and the Trustee, as trustee;

          (b) the Class 2-A-3 Available Funds for the Distribution Date
     occurring on [____________] (the "Applicable Distribution Date") is
     $[____________];

          (c) the Required Distributions for the Applicable Distribution Date
     is $[____________];

          (d) the excess, if any, of Required Distributions over Class 2-A-3
     Available Funds for the Applicable Distribution Date is $[____________];
     (the "Deficiency Amount")

          (e) the amount of any previously distributed payments on the
     Obligations that is recoverable and sought to be recovered as a voidable
     preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in
     accordance with a final nonappealable order of a court having competent
     jurisdiction is $[____________] (the "Preference Amount");


                                     R-1
<PAGE>


          (f) the total Insured Payment due is $[____________], which amount
     equals the sum of the Deficiency Amount and the Preference Amount; and

          (g) the Trustee directs that payment of the Insured Payment be made
     to the following account by bank wire transfer of federal or other
     immediately available funds in accordance with the terms of the Policy:
     [TRUSTEE'S ACCOUNT NUMBER].

     Any capitalized term used in this Notice and not otherwise defined herein
shall have the meaning assigned thereto in the Policy.

     Any Person Who Knowingly And With Intent To Defraud Any Insurance Company
Or Other Person Files An Application For Insurance Or Statement Of Claim
Containing Any Materially False Information, Or Conceals For The Purpose Of
Misleading, Information Concerning Any Fact Material Thereto, Commits A
Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A
Civil Penalty Not To Exceed Five Thousand Dollars And The Stated Value Of The
Claim For Each Such Violation.

     IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
under the Policy as of the [______] day of [_______________], [________].



                                            [NAME OF TRUSTEE], as Trustee



                                            By _________________________________
                                            Title ______________________________


                                     R-2
<PAGE>


                                  EXHIBIT S-1

                FORM OF CORRIDOR CONTRACT ASSIGNMENT AGREEMENT


                     [See document delivered at closing.]


                                    S-1-1
<PAGE>


                                  EXHIBIT S-2

              FORM OF CORRIDOR CONTRACT ADMINISTRATION AGREEMENT


                     [See document delivered at closing.]


                                    S-2-1
<PAGE>


                                   EXHIBIT T


               OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                          ASSET-BACKED CERTIFICATES,
                                Series 2005-12

                                    [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 September 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, 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


<TABLE>
<CAPTION>

---------------------------------------- -------------------------------------- --------------------------------------
Loan Number                              Clause 2:  Yes/No                      Clause 3:  (i) or (ii)
<S>                                      <C>                                    <C>
---------------------------------------- -------------------------------------- --------------------------------------

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

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

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

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

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

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

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

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

---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>


                                     T-3
<PAGE>


                                  SCHEDULE I

           PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY


        [Delivered to Trustee at closing and on file with the Trustee.]


                                    S-I-1
<PAGE>


                                  SCHEDULE II

                              COLLATERAL SCHEDULE

<TABLE>
<CAPTION>

--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
                                                 Applicable          Loan             Loan              Loan              Loan
Characteristic                                    Section           Group 1          Group 2           Group 3           Group 4
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
<S>                                             <C>                 <C>               <C>               <C>              <C>
Single-Family Detached Dwellings                2.03(b)(32)         79.12%            73.52%            74.46%           66.56%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Two- to Four-Family Dwellings                   2.03(b)(32)          4.07%            2.47%             1.63%             2.44%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Low-Rise Condominium Units                      2.03(b)(32)          4.15%            5.15%             7.74%            10.92%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
High-Rise Condominium Units                     2.03(b)(32)          0.00%            0.48%             0.13%             1.00%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Manufactured Housing                            2.03(b)(32)          0.12%            0.11%             0.00%             1.64%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
PUDs                                            2.03(b)(32)         12.54%            18.27%            16.04%           17.45%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Earliest Origination Date                       2.03(b)(33)        8/21/1998        9/21/1998         8/26/1998         8/11/1998
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Prepayment Penalty                              2.03(b)(35)         82.11%            54.76%            88.76%           91.74%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Investor Properties                             2.03(b)(36)          0.04%            0.30%             0.97%             0.00%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Primary Residences                              2.03(b)(36)         99.59%            99.54%            98.91%           100.00%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Lowest Current Mortgage Rate                    2.03(b)(48)         5.350%            4.600%            4.750%           4.500%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Highest Current Mortgage Rate                   2.03(b)(48)         11.500%          14.750%           15.125%           12.875%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Weighted Average Current Mortgage Rate          2.03(b)(48)         6.785%            7.393%            7.239%           7.011%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Lowest Gross Margin                             2.03(b)(51)           N/A             3.400%            3.250%           4.500%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Highest Gross Margin                            2.03(b)(51)           N/A            11.850%           10.550%           9.900%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Weighted Average Gross Margin                   2.03(b)(51)           N/A             6.895%            6.984%           6.803%
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
Date on or before which each Initial
Mortgage Loan has a Due Date                    2.03(b)(52)       11/01/2005        11/01/2005        11/01/2005       11/01/2005
--------------------------------------------- ----------------- ---------------- ----------------- ----------------- ---------------
</TABLE>


<TABLE>
<CAPTION>

------------------- ----------------- ---------------------------- ---------------- ----------------- ----------------
                                       Adjustable Rate Mortgage
                                           Loans (other than
                                       Two-Year, Three-Year and       Two-Year         Three-Year        Five-Year
     Adjustment        Applicable      Five-Year Hybrid Mortgage       Hybrid       Hybrid Mortgage       Hybrid
        Date            Section                 Loans)             Mortgage Loans        Loans        Mortgage Loans
------------------- ----------------- ---------------------------- ---------------- ----------------- ----------------
   Latest Next
 Adjustment Date      2.03(b)(34)               4/01/06               10/01/07          10/01/08            N/A
<S>                   <C>                       <C>                   <C>               <C>                 <C>
------------------- ----------------- ---------------------------- ---------------- ----------------- ----------------
</TABLE>


                                    S-II-1