Exhibit 4.1


                                                EXECUTION COPY


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                                  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 2005-9


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<PAGE>


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

                                                                                                                 Page
                                                                                                                 ----

ARTICLE I. DEFINITIONS                                                                                            8

<S>              <C>                                                                                           <C>
Section 1.01      Defined Terms...................................................................................8
Section 1.02      Certain Interpretive Provisions................................................................47

ARTICLE II. CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES                                         48

Section 2.01      Conveyance of Mortgage Loans...................................................................48
Section 2.02      Acceptance by Trustee of the Mortgage Loans....................................................55
Section 2.03      Representations, Warranties and Covenants of the Master Servicer and the Sellers...............60
Section 2.04      Representations and Warranties of the Depositor................................................79
Section 2.05      Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases................80
Section 2.06      Authentication and Delivery of Certificates....................................................81
Section 2.07      Covenants of the Master Servicer...............................................................81

ARTICLE III. ADMINISTRATION AND SERVICING OF MORTGAGE LOANS                                                      81

Section 3.01      Master Servicer to Service Mortgage Loans......................................................81
Section 3.02      Subservicing; Enforcement of the Obligations of Master Servicer................................83
Section 3.03      Rights of the Depositor,  the Sellers, the  Certificateholders,  the NIM Insurer and the
                  Trustee in Respect of the Master Servicer......................................................84
Section 3.04      Trustee to Act as Master Servicer..............................................................84
Section 3.05      Collection  of  Mortgage  Loan  Payments;  Certificate  Account;  Distribution  Account;
                  Pre-Funding Account; Seller Shortfall Interest Requirement.....................................85
Section 3.06      Collection of Taxes, Assessments and Similar Items; Escrow Accounts............................88
Section 3.07      Access to Certain Documentation and Information Regarding the Mortgage Loans...................89
Section 3.08      Permitted  Withdrawals from the Certificate  Account,  Distribution  Account,  Carryover
                  Reserve Fund and the Principal Reserve Fund....................................................89
Section 3.09      [Reserved].....................................................................................92
Section 3.10      Maintenance of Hazard Insurance................................................................92
Section 3.11      Enforcement of Due-On-Sale Clauses; Assumption Agreements......................................93
Section 3.12      Realization  Upon  Defaulted  Mortgage  Loans;  Determination  of  Excess  Proceeds  and
                  Realized Losses; Repurchase of Certain Mortgage Loans..........................................94
Section 3.13      Trustee to Cooperate; Release of Mortgage Files................................................98
Section 3.14      Documents,  Records  and  Funds in  Possession  of  Master  Servicer  to be Held for the
                  Trustee........................................................................................99
Section 3.15      Servicing Compensation.........................................................................99
Section 3.16      Access to Certain Documentation...............................................................100
Section 3.17      Annual Statement as to Compliance.............................................................100

                                                         i

<PAGE>

Section 3.18      Annual Independent Public Accountants' Servicing Statement; Financial Statements..............100
Section 3.19      The Corridor Contracts........................................................................101
Section 3.20      Prepayment Charges............................................................................101

ARTICLE IV. DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER                                                   102

Section 4.01      Advances; Remittance Reports..................................................................102
Section 4.02      Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls.........104
Section 4.03      [Reserved]....................................................................................104
Section 4.04      Distributions.................................................................................104
Section 4.05      Monthly Statements to Certificateholders......................................................112
Section 4.06      [Reserved]....................................................................................115
Section 4.07      [Reserved]....................................................................................115
Section 4.08      Carryover Reserve Fund........................................................................115
Section 4.09      Credit Comeback Excess Account................................................................116

ARTICLE V. THE CERTIFICATES                                                                                     117

Section 5.01      The Certificates..............................................................................117
Section 5.02      Certificate Register; Registration of Transfer and Exchange of Certificates...................118
Section 5.03      Mutilated, Destroyed, Lost or Stolen Certificates.............................................122
Section 5.04      Persons Deemed Owners.........................................................................122
Section 5.05      Access to List of Certificateholders' Names and Addresses.....................................122
Section 5.06      Book-Entry Certificates.......................................................................123
Section 5.07      Notices to Depository.........................................................................124
Section 5.08      Definitive Certificates.......................................................................124
Section 5.09      Maintenance of Office or Agency...............................................................124

ARTICLE VI. THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS                                                  125

Section 6.01      Respective Liabilities of the Depositor, the Master Servicer and the Sellers..................125
Section 6.02      Merger or Consolidation of the Depositor, the Master Servicer or the Sellers..................125
Section 6.03      Limitation on Liability of the  Depositor,  the Sellers,  the Master  Servicer,  the NIM
                  Insurer and Others............................................................................125
Section 6.04      Limitation on Resignation of Master Servicer..................................................126
Section 6.05      Errors and Omissions Insurance; Fidelity Bonds................................................126

ARTICLE VII. DEFAULT; TERMINATION OF MASTER SERVICER                                                            127

Section 7.01      Events of Default.............................................................................127
Section 7.02      Trustee to Act; Appointment of Successor......................................................129
Section 7.03      Notification to Certificateholders............................................................130

                                                        ii

<PAGE>

ARTICLE VIII. CONCERNING THE TRUSTEE                                                                            130

Section 8.01      Duties of Trustee.............................................................................130
Section 8.02      Certain Matters Affecting the Trustee.........................................................132
Section 8.03      Trustee Not Liable for Mortgage Loans.........................................................133
Section 8.04      Trustee May Own Certificates..................................................................133
Section 8.05      Master Servicer to Pay Trustee's Fees and Expenses............................................133
Section 8.06      Eligibility Requirements for Trustee..........................................................134
Section 8.07      Resignation and Removal of Trustee............................................................134
Section 8.08      Successor Trustee.............................................................................135
Section 8.09      Merger or Consolidation of Trustee............................................................136
Section 8.10      Appointment of Co-Trustee or Separate Trustee.................................................136
Section 8.11      Tax Matters...................................................................................137
Section 8.12      [Reserved]....................................................................................140
Section 8.13      Access to Records of the Trustee..............................................................140
Section 8.14      Suits for Enforcement.........................................................................140

ARTICLE IX. TERMINATION                                                                                         140

Section 9.01      Termination upon Liquidation or Repurchase of all Mortgage Loans..............................140
Section 9.02      Final Distribution on the Certificates........................................................141
Section 9.03      Additional Termination Requirements...........................................................142

ARTICLE X. MISCELLANEOUS PROVISIONS                                                                             143

Section 10.01     Amendment.....................................................................................143
Section 10.02     Recordation of Agreement; Counterparts........................................................145
Section 10.03     Governing Law.................................................................................145
Section 10.04     Intention of Parties..........................................................................146
Section 10.05     Notices.......................................................................................146
Section 10.06     Severability of Provisions....................................................................147
Section 10.07     Assignment....................................................................................147
Section 10.08     Limitation on Rights of Certificateholders....................................................148
Section 10.09     Inspection and Audit Rights...................................................................148
Section 10.10     Certificates Nonassessable and Fully Paid.....................................................149
Section 10.11     Rights of NIM Insurer.........................................................................149

                                                        iii
</TABLE>

<PAGE>


Exhibits

     EXHIBIT A-1      Form of Class 1-A-1 Certificate
     EXHIBIT A-2      Form of Class 2-A-1 Certificate
     EXHIBIT A-3      Form of Class 2-A-2 Certificate
     EXHIBIT A-4      Form of Class 2-A-3 Certificate
     EXHIBIT A-5      Form of Class 2-A-4 Certificate
     EXHIBIT A-6      Form of Class 2-A-4M Certificate
     EXHIBIT A-7      Form of Class 2-A-5 Certificate
     EXHIBIT A-8      Form of Class M-1 Certificate
     EXHIBIT A-9      Form of Class M-2 Certificate
     EXHIBIT A-10     Form of Class M-3 Certificate
     EXHIBIT A-11     Form of Class M-4 Certificate
     EXHIBIT A-12     Form of Class M-5 Certificate
     EXHIBIT A-13     Form of Class M-6 Certificate
     EXHIBIT A-14     Form of Class M-7 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 (Class A-R)
     EXHIBIT F        Mortgage Loan Schedule
     EXHIBIT F-1      List of Mortgage Loans
     EXHIBIT F-2      Mortgage Loans for which All or a Portion of a Related
                          Mortgage File is not Delivered to the Trustee on
                          or prior to the Closing Date
     EXHIBIT G        Forms of Certification of Trustee
     EXHIBIT G-1      Form of Initial Certification of Trustee
     EXHIBIT G-2      Form of Interim Certification of Trustee
     EXHIBIT G-3      Form of Delay Delivery Certification
     EXHIBIT H        Form of Final Certification of Trustee
     EXHIBIT I        Transfer Affidavit for Class A-R Certificates
     EXHIBIT J-1      Form of Transferor Certificate for Class A-R Certificates
     EXHIBIT J-2      Form of Transferor Certificate for Private Certificates
     EXHIBIT K        Form of Investment Letter (Non-Rule 144A)
     EXHIBIT L        Form of Rule 144A Letter
     EXHIBIT M        Form of Request for Document Release
     EXHIBIT N        Form of Request for File Release
     EXHIBIT O        Copy of Depository Agreement
     EXHIBIT P        Form of Subsequent Transfer Agreement
     EXHIBIT Q        Form of Corridor Contracts
     EXHIBIT Q-1      Form of Class 1-A-1 Corridor Contract
     EXHIBIT Q-2      Form of Class 2-A Corridor Contract
     EXHIBIT Q-3      Form of Subordinate Corridor Contract
     EXHIBIT R        Form of Corridor Contract Administration Agreement
     EXHIBIT S        Form of Corridor Contract Assignment Agreement

                                       iv

<PAGE>

     EXHIBIT T        Officer's Certificate with respect to Prepayments

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


                                        v
<PAGE>


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

                              PRELIMINARY STATEMENT

                  The Depositor is the owner of the Trust Fund that is hereby
conveyed to the Trustee in return for the Certificates. The Trust Fund
(excluding the Credit Comeback Excess Account, the Carryover Reserve Fund, the
assets held in the Pre-Funding Account and the Trust Fund's rights with respect
to payments received under the Corridor Contracts) for federal income tax
purposes will consist of four REMICs ("REMIC 1," "REMIC 2," "REMIC 3" and the
"Master REMIC"). Each Certificate, other than the Class A-R Certificate, will
represent ownership of one or more regular interests in the Master REMIC for
purposes of the REMIC Provisions. The Class A-R Certificate represents ownership
of the sole class of residual interest in "REMIC 1," "REMIC 2," "REMIC 3" and
the Master REMIC. The Master REMIC will hold as assets the several classes of
uncertificated REMIC 3 Interests. Each REMIC 3 Interest (other than the R-3-R
Interest) is hereby designated as a regular interest in REMIC 3. REMIC 3 will
hold as assets the several classes of REMIC 2 Interests (other than the R-2-R
Interest). Each REMIC 2 Interest (other than the R-2-R Interest) is hereby
designated as a regular interest in REMIC 2. REMIC 2 will hold as assets the
several classes of REMIC 1 Interests (other than the R-1-R Interest). Each REMIC
1 Interest (other than the R-1-R Interest) is hereby designated as a regular
interest in REMIC 1. REMIC 1 will hold as assets all property of the Trust Fund
(excluding the Credit Comeback Excess Account, the Carryover Reserve Fund, the
assets held in the Pre-Funding Account and the Trust Fund's rights with respect
to payments received under the Corridor Contracts). The latest possible maturity
date of all REMIC regular interests created in this Agreement shall be the
Latest Possible Maturity Date.

         REMIC 1:

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

                                                                   Corresponding
REMIC 1 Interests        Initial Balance    Pass-Through Rate       Loan Group
------------------------ ---------------    -----------------       ----------
R-1-1-I.................       (1)                 (6)                  1
R-1-1-S.................       (2)                 (7)                  1
R-1-2-I.................       (1)                 (6)                  2
R-1-2-S.................       (2)                 (7)                  2
R-1-X...................       (3)                 (8)                1 and 2
R-1-P...................       (4)                 (4)                 N/A
R-1-R...................       (5)                 (5)                 N/A
R-1-1-I.................       (1)                 (6)                  1


                                       1
<PAGE>


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

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

(3)      This REMIC 1 Interest pays no principal.

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

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

(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 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.

(7)      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.

(8)      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%.

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

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

         (2) Principal. For any Distribution Date (and the related Accrual
Period) through the Distribution Date in 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.

                                       2


<PAGE>

         REMIC 2:

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

<TABLE>
<CAPTION>
                                                                                                  Corresponding Loan
REMIC 2 Interests                                     Initial Balance       Pass-Through Rate           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-P.......................................               $100                    (4)                   N/A
R-2-R.......................................                (5)                    (5)                   N/A
R-2-X.......................................                (6)                    (7)                   N/A
</TABLE>
------------------
(1)      With respect to the Variable Interests, each REMIC 2 Interest having an
         "R-2-A-" designation (each, an "R-2-A Interest") will have a principal
         balance initially equal to 0.9% of the Subordinate Component Balance
         ("SCB") of its Corresponding Loan Group. Each REMIC 2 Interest having
         an "R-2-B-" designation (each, an "R-2-B Interest") will have a
         principal balance initially equal to 0.1% of the SCB of its
         Corresponding Loan Group. Each REMIC 2 Interest having an "R-2-C-"
         designation (each, an "R-2-C Interest") will have a principal balance
         initially equal to 0.9% of the Adjusted Subordinated Component Balance
         ("ASCB") of its Corresponding Loan Group. Each REMIC 2 Interest having
         an "R-2-D-" designation (each, an "R-2-D Interest") will have a
         principal balance initially equal to 0.1% of the ASCB of its
         Corresponding Loan Group. The initial principal balance of each REMIC 2
         Interest having an "R-2-E-" designation (each, an "R-2-E Interest")
         will equal the excess of its Corresponding Loan Group over the initial
         aggregate principal balances of the R-2-A, R-2-B, R-2-C and R-2-D
         Interests corresponding to such Loan Group.

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

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

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

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

(6)      This REMIC 2 Interest pays no principal.

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



                                       3
<PAGE>

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

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

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

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

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

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

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

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

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


                                       4
<PAGE>

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

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

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

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

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

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

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

         REMIC 3:

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


                                       5
<PAGE>

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

------------------
(1)      This REMIC 3 Interest has a principal balance that is initially equal
         to 50% of its Corresponding Certificate Class issued by the Master
         REMIC. Principal payments, both scheduled and prepaid, Realized Losses,
         Subsequent Recoveries and interest accruing on the R-3-Accrual Interest
         will be allocated to this class to maintain its size relative to its
         Corresponding Certificate Class (that is, 50%) with any excess payments
         of principal, Realized Losses and Subsequent Recoveries being allocated
         to the R-3-Accrual Interest in such manner as to cause the principal
         balance of the R-3-Accrual Interest to have a principal balance equal
         to (a) 50% of the Loan Group 1 and Loan Group 2 principal balances plus
         (b) 50% of the Overcollateralized Amount for such Distribution Date.

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

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

(4)      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.

(5)      This REMIC 3 Interest pays no principal.

(6)      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:



                                       6
<PAGE>

         (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.

                  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......................          $529,470,000             (1)
Class 2-A-1......................          $219,084,000             (1)
Class 2-A-2......................           $53,566,000             (1)
Class 2-A-3......................           $37,000,000             (1)
Class 2-A-4......................          $143,552,000             (1)
Class 2-A-4M.....................           $15,950,000             (1)
Class 2-A-5......................           $83,628,000             (1)
Class M-1........................           $63,050,000             (1)
Class M-2........................           $76,700,000             (1)
Class M-3........................            $9,100,000             (1)
Class M-4........................           $18,850,000             (1)
Class M-5........................           $10,400,000             (1)
Class M-6........................            $7,150,000             (1)
Class M-7........................           $13,650,000             (1)
Class C..........................                   (2)             (3)
Class P..........................                  $100             (4)
Class A-R........................                  $100             (5)
------------------
(1)      The Certificates will accrue interest at the related Pass-Through Rates
         identified in this Agreement. For federal income tax purposes, the pass
         through rate in respect of (i) the Class 1-A-1 Certificates will be
         subject to a cap equal to the Loan Group 1 Net Rate Cap, (ii) the Class
         2-A Certificates will be subject to a cap equal to the Loan Group 2 Net
         Rate Cap, and (iii) the Subordinate Certificates will be subject to a
         cap equal to the lesser of the Subordinate Net Rate Cap and the
         Adjusted Subordinate Net Rate Cap.

(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 Interests and (b) a specified
         portion of the interest payable on the REMIC 3 Regular Interests having
         an "A," "M," "B" and "Accrual" designation in the column entitled
         "REMIC 3 Interests" equal to the excess of the Pool Net Rate Cap over
         the product of two and the weighted average interest rate of the REMIC
         3 Regular Interests having an "A," "M," "B" and "Accrual" designation
         with each such Class other than the Accrual Interest, subject to a cap
         and a floor equal to the Pass-Through Rate of the Corresponding Master
         REMIC Class and the Accrual Class subject to a cap of 0.00%. The
         Pass-Through Rate of the Class C Certificates shall be a rate
         sufficient to entitle it to all


                                       7
<PAGE>

         interest accrued on the REMIC 1 Group and Group 2 Interests less the
         interest accrued on the A and M interests issued by the Master REMIC .
         The Class C Distributable Amount for any Distribution Date is payable
         from current interest on the Group 1 and Group 2 Mortgage Loans and any
         related OC Release Amount for that Distribution Date.

(4)      For each Distribution Date the Class P Certificates are entitled to all
         amounts payable with respect to the R-3-P Interests.

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

                  The foregoing REMIC structure is intended to cause all of the
cash from the Mortgage Loans to flow through to the Master REMIC as cash flow on
a REMIC regular interest, without creating any shortfall--actual or potential
(other than for credit losses) to any REMIC regular interest. It is not intended
that the Class A-R Certificates be entitled to any cash flows pursuant to this
Agreement except as provided in Section 3.08(a) hereunder (that is, its
entitlement to $100).

                                   ARTICLE I.
                                   DEFINITIONS

                  Section 1.01 Defined Terms.

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

                  Accrual Period: With respect to any Distribution Date and each
Class of Adjustable Rate Certificates, the period commencing on the immediately
preceding Distribution Date (or, in the case of the first Distribution Date, the
Closing Date) and ending on the day immediately preceding such Distribution
Date. With respect to any Distribution Date and the Class C Certificates, the
calendar month preceding the month in which such Distribution Date occurs. All
calculations of interest on the Adjustable Rate Certificates will be made on the
basis of the actual number of days elapsed in the related Accrual Period and on
a 360 day year. All calculations of interest on the Class C Certificates will be
made on the basis of a 360-day year consisting of twelve 30-day months.

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

                  Adjustable Rate Mortgage Loans: The Mortgage Loans identified
in the Mortgage Loan Schedule as having a Mortgage Rate which is adjustable in
accordance with the terms of the related Mortgage Note (for the avoidance of
doubt, excluding any Credit Comeback Loans).

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

                  Adjusted Subordinate Component Balance: With respect to any
Distribution Date and for each Loan Group, (i) the principal balance of such
Loan Group as of the first day of the


                                       8
<PAGE>

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

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

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

                  Advance: The aggregate of the advances required to be made by
the Master Servicer with respect to any Distribution Date pursuant to Section
4.01, the amount of any such advances being equal to the aggregate of payments
of principal 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, the sum of the Realized Losses with respect to the Mortgage Loans which
are to be applied in reduction of the Certificate Principal Balances of the
Subordinate Certificates pursuant to this Agreement, which shall equal the
amount, if any, by which the aggregate Certificate Principal Balance of all
Certificates (after all distributions of principal on such Distribution Date)
exceeds the sum of (x)



                                       9
<PAGE>

the Stated Principal Balance of the Mortgage Loans for such Distribution Date
and (y) the amount on deposit in the Pre-Funding Account, if any.

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

                  Bankruptcy Code:  Title 11 of the United States Code.

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

                  Business Day: Any day other than (i) a Saturday or a Sunday,
or (ii) a day on which banking institutions in the State of New York or
California 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, (a) in the case
of the Class A and Class B REMIC 2 Interests, the product of (i) 10 and (ii) the
weighted average rate of the outstanding Class A and Class B Interests, treating
each Class A Interest as capped at zero or reduced by a fixed percentage of 100%
of the interest accruing on such Class A Interest, and (b) in the case of the
Class C and Class D REMIC 2 Interests, the product of (i) 10 and (ii) the
weighted average rate of the outstanding Class C and Class D Interests, treating
each Class A Interest as capped at zero or reduced by a fixed percentage of 100%
of the interest accruing on such Class C Interest.

                  Carryover Reserve Fund: The separate Eligible Account created
and initially maintained by the Trustee pursuant to Section 4.08 in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-9". 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-14, Exhibit B, Exhibit C, Exhibit D and Exhibit E.

                  Certificate Account: The separate Eligible Account created and
initially maintained by the Master Servicer pursuant to Section 3.05(b) with a
depository institution in the name of the Master Servicer for the benefit of the
Trustee on behalf of the Certificateholders and designated "Countrywide Home
Loans Servicing LP in trust for registered Holders of CWABS,



                                       10
<PAGE>

Inc., Asset-Backed Certificates, Series 2005-9". Funds in the Certificate
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement.

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

                  Certificate Principal Balance: As to any Certificate (other
than the Class C Certificates) and as of any Distribution Date, the Initial
Certificate Principal Balance of such Certificate (A) less the sum of (i) all
amounts distributed with respect to such Certificate in reduction of the
Certificate Principal Balance thereof on previous Distribution Dates pursuant to
Section 4.04, and (ii) with respect to the Class 2-A-4M Certificates and any
Class of Subordinate Certificates, any Applied Realized Loss Amounts allocated
to such Certificate on previous Distribution Dates pursuant to Section 4.04(h),
and (B) increased by, with respect to the Class 2-A-4M Certificates and any
Class of Subordinate Certificates, any Subsequent Recoveries allocated to such
Class of Certificate pursuant to Section 4.04(i) on such Distribution Date.
References herein to the Certificate Principal Balance of a Class of
Certificates shall mean the Certificate Principal Balances of all Certificates
in such Class. The Class C Certificates do not have a Certificate Principal
Balance. With respect to any Certificate (other than the Class C Certificates)
of a Class and any Distribution Date, the portion of the Certificate Principal
Balance of such Class represented by such Certificate equal to the product of
the Percentage Interest evidenced by such Certificate and the Certificate
Principal Balance of such Class.

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

                  Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register (initially, Cede & Co., as
nominee for the Depository, in the case of any Class of Book-Entry
Certificates), except that solely for the purpose of giving any consent pursuant
to this Agreement, any Certificate registered in the name of the Depositor or
any affiliate of the Depositor shall be deemed not to be Outstanding and the
Voting Interest 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.



                                       11
<PAGE>

                  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-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 February 2009.

                  Class 1-A-1 Net Rate Cap: With respect to any Distribution
Date, the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in
Loan Group 1 for such Distribution Date, adjusted to an effective rate
reflecting the calculation of interest on the basis of the actual number of days
elapsed during the related Accrual Period and a 360-day year.

                  Class 1-A-1 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-1 Principal
Distribution Target Amount and the denominator of which is the sum of the Class
1-A-1 Principal Distribution Target Amount and Class 2-A Principal Distribution
Target Amount.

                  Class 1-A-1 Principal Distribution Target Amount: With respect
to any Distribution Date, the excess of (1) the Certificate Principal Balance of
the Class 1-A-1 Certificates immediately prior to such Distribution Date, over
(2) the lesser of (x) 66.50% 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 the OC Floor.

                  Class 2-A-4 and Class 2-A-4M Sequential Trigger Event: With
respect to any Distribution Date, (i) prior to the Distribution Date in October
2008, if (x) the aggregate amount of Realized Losses on the Mortgage Loans in
Loan Group 2 from the Initial Cut-off Date to (and including) the last day of
the related Due Period (reduced by the aggregate amount of any Subsequent
Recoveries related to the Mortgage Loans in Loan Group 2 received through the
last day of that Due Period) exceeds (y) 2.50% of the sum of the aggregate
Initial Cut-off Date Principal Balance of the Initial Mortgage Loans in Loan
Group 2 and the original Pre-Funded Amount in respect to Loan Group 2 or (ii) on
or after the Distribution Date in October 2008, if a Trigger Event is in effect.

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

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



                                       12
<PAGE>

                  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-3
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-4
hereto, representing the right to distributions as set forth herein.

                  Class 2-A-4 Certificate: Any Certificate designated as a
"Class 2-A-4 Certificate" on the face thereof, in the form of Exhibit A-5
hereto, representing the right to distributions as set forth herein.

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

                  Class 2-A-5 Certificate: Any Certificate designated as a
"Class 2-A-5 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 Corridor Contract: The transaction evidenced by the
related Confirmation (as assigned to the Corridor Contract Administrator
pursuant to the Corridor Contract Assignment Agreement), a form of which is
attached hereto as Exhibit Q-2.

                  Class 2-A Corridor Contract Termination Date: With respect to
the Class 2-A Corridor Contract, the Distribution Date in July 2012.

                  Class 2-A Net Rate Cap: With respect to any Distribution Date,
the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 2 for such Distribution Date, adjusted to an effective rate reflecting the
calculation of interest on the basis of the actual number of days elapsed during
the related Accrual Period and a 360-day year.

                  Class 2-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Senior Principal Distribution Target
Amount and (y) a fraction, the numerator of which is the Class 2-A Principal
Distribution Target Amount and the denominator of which is the sum of the Class
1-A-1 Principal Distribution Target Amount and Class 2-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) 66.50% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2 for such Distribution Date and (y)
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 for
such Distribution Date minus the OC Floor.

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



                                       13
<PAGE>

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

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

                  Class M-1 Certificate: Any Certificate designated as a "Class
M-1 Certificate" on the face thereof, in the form of Exhibit A-8 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-9 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-10 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-11 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-12 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-13 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-14 hereto,
representing the right to distributions as set forth herein.

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

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

                  Closing Date:  September 28, 2005.

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

                  Collateral Schedule:  Schedule II hereto.



                                       14
<PAGE>

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

                  Confirmation: Any of the Confirmations with a trade date of
August 19, 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, the
Class 2-A Corridor Contract or the Subordinate Corridor Contract, as applicable.

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

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

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

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

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

                  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 2005-9". 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.



                                       15
<PAGE>

                  Credit Comeback Excess Amount: With respect to the Credit
Comeback Loans and any Master Servicer Advance Date, the portion of the sum of
the following (without duplication) attributable to the excess, if any, of the
actual mortgage rate on each Credit Comeback Loan and the Mortgage Rate on such
Credit Comeback Loan: (i) all scheduled interest collected during the related
Due Period with respect to the Credit Comeback Loans, (ii) all interest on
Principal 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 the aggregate amount of Realized Losses on
the Mortgage Loans from (and including) the Cut-off Date for each Mortgage Loan
to (and including) the last day of the related Due Period reduced by the
aggregate amount of any Subsequent Recoveries received through the last day of
that Due Period exceeds the applicable percentage, as set forth below, for such
Distribution Date, of the sum of (x) the aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans, and (y) the Pre-Funded Amount:

<TABLE>
<CAPTION>
                     Distribution Date                        Percentage
                     -----------------                        ----------

                     <S>                                      <C>
                     October 2008--September 2009............  2.50% with respect to October 2008, plus
                                                              an additional 1/12th of 0.75% for each
                                                              month thereafter through September 2009
                     October 2009-- September 2010...........  3.25% with respect to October 2009, plus
                                                              an additional 1/12th of 0.75% for each
                                                              month thereafter through September 2010
                     October 2010-- September 2011...........  4.00% with respect to October 2010, plus
                                                              an additional 1/12th of 0.25% for each
                                                              month thereafter


                                       16
<PAGE>

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

                                                              through September 2011
                     October 2011 and thereafter............. 4.25%
</TABLE>



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

                  Cut-off Date: When used with respect to any Mortgage Loan "the
Cut-off Date" shall mean the related Initial Cut-off Date or Subsequent Cut-off
Date, as applicable.

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

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

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

                  Definitive Certificates:  As defined in Section 5.06 hereof.

                  Delay Delivery Mortgage Loans: (i) The Initial Mortgage Loans
identified on the schedule of Mortgage Loans hereto set forth on Exhibit F-2
hereof for which all or a portion of a related Mortgage File is not delivered to
the 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



                                       17
<PAGE>

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 a Distribution Date
on or after the Stepdown Date exists if the Rolling Sixty-Day Delinquency Rate
for the 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 outstanding Adjustable Rate
Certificates:

          Class                                     Percentage
          ---------------------------------     ------------------
          1-A-1 and 2-A....................            47.50%
          Class M-1........................            66.86%
          Class M-2........................           132.60%
          Class M-3........................           150.12%
          Class M-4........................           206.66%
          Class M-5........................           260.86%
          Class M-6........................           318.25%
          Class M-7........................           548.71%

                  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



                                       18
<PAGE>

times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York.

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

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

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

                  Distribution Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.05(c) in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York, in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-9". Funds in the Distribution Account shall be held in
trust for the Certificateholders for the uses and purposes set forth in this
Agreement.

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

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


                                       19
<PAGE>

securing such funds that is superior to claims of any other depositors or
creditors of the depository institution or trust company in which such account
is maintained, or (iii) a trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository
institution or trust company having capital and surplus of not less than
$50,000,000, acting in its fiduciary capacity or (iv) any other account
acceptable to the Rating Agencies without reduction or withdrawal of their then
current ratings of the Certificates as evidenced by a letter from each Rating
Agency to the Trustee. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the Trustee.

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

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

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

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

                  Escrow Account:  As defined in Section 3.06 hereof.

                  Event of Default:  As defined in Section 7.01 hereof.

                  Excess Cashflow: With respect to any Distribution Date the sum
of (x) the amount remaining as set forth in Section 4.04(a)(iii)(b) and the
amount remaining as set forth in Section 4.04(b)(1)(B)(ii) or 4.04(b)(2)(C), as
applicable and (y) the Overcollateralization Reduction Amount for such
Distribution Date.

                  Excess Overcollateralization Amount: With respect to any
Distribution Date, is 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 as provided herein and
(iii) with respect to any Mortgage Loan covered by a lender paid mortgage
insurance policy, the related mortgage insurance premium rate.


                                       20
<PAGE>

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

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

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

                  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 for the Adjustable Rate Mortgage Loans to be added to the Index for use in
determining the Mortgage Rate on each Adjustment Date, and which is set forth in
the Mortgage Loan Schedule for the Adjustable Rate Mortgage Loans.

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

                  Group 1 Overcollateralization Reduction Amount: With respect
to any Distribution Date, is 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 and Loan Group 2 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 $14.36.

                  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.



                                       21
<PAGE>

                  Group 2 Overcollateralization Reduction Amount: With respect
to any Distribution Date, is 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 2 for such Distribution Date, and the
denominator of which is (y) the aggregate Principal Remittance Amount for Loan
Group 1 and Loan Group 2 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 $269.93.

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

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

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

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

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

                  Initial Cut-off Date: 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.

                  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.



                                       22
<PAGE>

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

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

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

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

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

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

                  Interest Remittance Amount: With respect to the Mortgage Loans
in each Loan Group and any Master Servicer Advance Date, (x) the sum, without
duplication, of (i) all scheduled interest collected during the related Due
Period (for the avoidance of doubt, other than Credit Comeback Excess Amounts)
with respect to the related Mortgage Loans less the related Servicing Fee, (ii)
all interest on Principal 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) hereof.

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



                                       23
<PAGE>

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

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

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

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

                  Loan Group 1:  The Group 1 Mortgage Loans.

                  Loan Group 2:  The Group 2 Mortgage Loans.

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

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

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

                  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.........    0.255%         0.510%
                  -------------------------------------------------------
                  Class 2-A-1.........    0.100%         0.200%
                  -------------------------------------------------------
                  Class 2-A-2.........    0.190%         0.380%
                  -------------------------------------------------------



                                       24
<PAGE>

                  -------------------------------------------------------
                  Class 2-A-3.........    0.290%         0.580%
                  -------------------------------------------------------
                  Class 2-A-4.........    0.280%         0.560%
                  -------------------------------------------------------
                  Class 2-A-4M........    0.380%         0.760%
                  -------------------------------------------------------
                  Class 2-A-5.........    0.400%         0.800%
                  -------------------------------------------------------
                  Class M-1...........    0.520%         0.780%
                  -------------------------------------------------------
                  Class M-2...........    0.650%         0.975%
                  -------------------------------------------------------
                  Class M-3...........    0.750%         1.125%
                  -------------------------------------------------------
                  Class M-4...........    1.000%         1.500%
                  -------------------------------------------------------
                  Class M-5...........    1.100%         1.650%
                  -------------------------------------------------------
                  Class M-6...........    1.400%         2.100%
                  -------------------------------------------------------
                  Class M-7...........    3.000%         4.500%
                  -------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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



                                       25
<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 hereof.

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

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

                  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



                                       26
<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) [Reserved];

                           (xv) [Reserved];

                           (xvi) the purpose of the Mortgage Loan;

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

                           (a) the frequency of each Adjustment Date;

                           (b) the next Adjustment Date;

                           (c) the Maximum Mortgage Rate;

                           (d) the Minimum Mortgage Rate;

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

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

                           (g) the Gross Margin;

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

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

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

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

                  Mortgage Loans: Such of the Group 1 Mortgage Loans and Group 2
Mortgage Loans transferred and assigned to the Trustee pursuant to the
provisions hereof and any Subsequent Transfer Agreement as from time to time are
held as part of the Trust Fund


                                       27
<PAGE>

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

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

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

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

                  Mortgaged Property: The underlying property securing a
Mortgage Loan.

                  Mortgagor:  The obligors on a Mortgage Note.

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

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

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

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

                  Nonrecoverable Advance: Any portion of an Advance previously
made or proposed to be made by the Master Servicer that, in the good faith
judgment of the Master


                                       28
<PAGE>

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 original Pre-Funded Amount.

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

                  One-Month LIBOR: With respect to any Accrual Period for the
Adjustable Rate Certificates, the rate determined by the Trustee on the related
Interest Determination Date on the basis of the rate for U.S. dollar deposits
for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London
time) on such Interest Determination Date; provided that the parties hereto
acknowledge that One-Month LIBOR calculated for the first Accrual Period for the
Adjustable Rate Certificates shall equal 3.83750% per annum. If such rate does
not appear on such page (or such other page as may replace that page on that
service, or if such service is no longer offered, such other service for
displaying One-Month LIBOR or comparable rates as may be reasonably selected by
the Trustee), One-Month LIBOR for the applicable Accrual Period for the
Adjustable Rate Certificates will be the Reference Bank Rate. If no such
quotations can be obtained by the Trustee and no Reference Bank Rate is
available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding
Accrual Period for the Adjustable Rate Certificates.

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



                                       29
<PAGE>

an officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.

                  Optional Termination: The termination of the Trust Fund
provided hereunder pursuant to the purchase of the Mortgage Loans pursuant to
the last sentence of Section 9.01 hereof.

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

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

                  OTS:  The Office of Thrift Supervision.

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

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

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

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

                  Overcollateralization Deficiency Amount: With respect to any
Distribution Date, the amount, if any, by which the Overcollateralization Target
Amount exceeds the Overcollateralized Amount for such Distribution Date (after
giving effect to distribution of the Principal Distribution Amount for (other
than the portion thereof consisting of the Extra Principal Distribution Amount)
each Loan Group on such Distribution Date).

                  Overcollateralization Reduction Amount: With respect to any
Distribution Date, is 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 and Loan Group 2 for such
Distribution Date.

                  Overcollateralization Target Amount: With respect to (a) each
Distribution Date prior to the Stepdown Date, an amount equal to 1.45% of the
sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage
Loans and the Pre-Funded Amount and (b) for any



                                       30
<PAGE>

Distribution Date on or after the Stepdown Date, 2.90% of the aggregate Stated
Principal Balance of the Mortgage Loans for the current Distribution Date,
subject to a minimum amount equal to the OC Floor; provided that if a Trigger
Event is in effect on any Distribution Date, the Overcollateralization Target
Amount will be the Overcollateralization Target Amount as in effect for the
prior Distribution Date.

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

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

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

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



                                       31
<PAGE>

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

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

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

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

                           (vi) securities (other than stripped bonds, stripped
                  coupons or instruments sold at a purchase price in excess of
                  115% of the face amount thereof) bearing interest or sold at a
                  discount issued by any corporation incorporated under the laws
                  of the United States or any state thereof which, at the time
                  of such investment, have one of the two highest long term
                  ratings of each Rating Agency (except (x) if the Rating Agency
                  is Moody's, such rating shall be the highest commercial paper
                  rating of S&P for any such securities) and (y), or such lower
                  rating as each Rating Agency has confirmed in writing is
                  sufficient for the ratings originally assigned to the
                  Certificates by such Rating Agency;

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

                           (viii) short term investment funds sponsored by any
                  trust company or national banking association incorporated
                  under the laws of the United States or any state thereof which
                  on the date of acquisition has been rated by each Rating



                                       32
<PAGE>

                  Agency in their respective highest applicable rating category
                  or such lower rating as each Rating Agency has confirmed in
                  writing is sufficient for the ratings originally assigned to
                  the Certificates by such Rating Agency; and

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

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

                  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


                                       33
<PAGE>

(vii) any other Person so designated by the Trustee based upon an Opinion of
Counsel that the Transfer of an Ownership Interest in a Class A-R Certificate to
such Person may cause any REMIC formed hereunder to fail to qualify as a REMIC
at any time that any Certificates are Outstanding. The terms "United States,"
"State" and "International Organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions. A corporation will not be
treated as an instrumentality of the United States or of any State or political
subdivision thereof for these purposes if all of its activities are subject to
tax and, with the exception of the Federal Home Loan Mortgage Corporation, a
majority of its board of directors is not selected by such government unit.

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

                  Pool Net Rate Cap : As defined in the Preliminary Statement.

                  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 $284.29.

                  Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 hereof in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York, in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-9." Funds in the Pre-Funding Account shall be held in
trust for the Certificateholders for the uses and purposes set forth in this
Agreement and shall not be a part of any REMIC created hereunder, provided,
however that any investment income earned from Permitted Investments made with
funds in the Pre-Funding Account will be for the account of CHL.

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

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

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



                                       34
<PAGE>

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

                           (i) the Mortgage Loan identifying number;

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

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

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

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

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

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

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

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


                                       35
<PAGE>

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 minus (iv) (a) the Group 1 Overcollateralization Reduction
Amount for such Distribution Date, in the case of Loan Group 1 and (b) the Group
2 Overcollateralization Reduction Amount for such Distribution Date, in the case
of Loan Group 2.

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

                  Principal Remittance Amount: With respect to the Mortgage
Loans in each Loan Group and any Distribution Date, (a) the sum, without
duplication, of: (i) the scheduled principal collected with respect to the
Mortgage Loans during the related Due Period or advanced 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 hereof and
reimbursed during the related Due Period.


                                       36
<PAGE>

                  Principal Reserve Fund: The separate Eligible Account created
and initially maintained by the Trustee pursuant to Section 3.08 hereof in the
name of the Trustee for the benefit of the Certificateholders and designated
"The Bank of New York in trust for registered Holders of CWABS, Inc.,
Asset-Backed Certificates, Series 2005-9". 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.

                  Prospectus Supplement: The prospectus supplement dated
September 22, 2005, relating to the public offering of the certain Classes of
Certificates offered thereby.

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

                  PUD:  A Planned Unit Development.

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


                                       37
<PAGE>

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

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

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

                  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


                                       38
<PAGE>

M of Chapter 1 of the Code, and related provisions, and regulations and rulings
promulgated thereunder, as the foregoing may be in effect from time to time.

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

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

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

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

                  Request for Document Release: A Request for Document Release
submitted by the Master Servicer to the 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.



                                       39
<PAGE>

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

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

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

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

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

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

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

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

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

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

                  Seller Shortfall Interest Requirement: With respect to the
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



                                       40
<PAGE>

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:

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

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

                  Senior Certificates: The Class 1-A-1, Class 2-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 Target Amount: With respect to
any Distribution Date, the excess of (1) the aggregate Certificate Principal
Balance of the Class 1-A-1 and Class 2-A Certificates immediately prior to such
Distribution Date, over (2) the lesser of (i) 66.50% 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.

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



                                       41
<PAGE>

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

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

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

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

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

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



                                       42
<PAGE>

Liquidated Mortgage Loan. References herein to the Stated Principal Balance of
the Mortgage Loans at any time shall mean the aggregate Stated Principal Balance
of all Mortgage Loans in the Trust Fund as of such time, and references herein
to the Stated Principal Balance of a Loan Group at any time shall mean the
aggregate Stated Principal Balance of all Mortgage Loans in such Loan Group at
such time.

                  Stepdown Date: The earlier to occur of: (1) the Distribution
Date on which the aggregate Certificate Principal Balance of the Senior
Certificates is reduced to zero, and (2) 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 66.50% of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date.

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

                                                       Stepdown Target
                                                        Subordination
                                                         Percentage
                                                       ---------------
                    Class M-1.......................        23.80%
                    Class M-2.......................        12.00%
                    Class M-3.......................        10.60%
                    Class M-4.......................         7.70%
                    Class M-5.......................         6.10%
                    Class M-6.......................         5.00%
                    Class M-7.......................         2.90%


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

                  Subordinate Class Principal Distribution Amount: With respect
to any Class of Subordinate Certificates and Distribution Date will equal the
excess of: (1) the sum of: (a)the aggregate Certificate Principal Balance of the
Senior Certificates (after taking into account distribution of the Senior
Principal Distribution Target Amount for such Distribution Date), (b) the
aggregate Certificate Principal Balance of any Class(es) of Subordinate
Certificates that are senior to the subject Class (in each case, after taking
into account distribution of the Subordinate Class Principal Distribution
Amount(s) for such senior class(es) of Certificates for such Distribution Date),
and (c) the Certificate Principal Balance of the subject class of Subordinate
Certificates immediately prior to such Distribution Date over (2) the lesser of
(a) the product of (x) 100% minus the Stepdown Target Subordination Percentage
for the subject Class of Certificates and (y) the aggregate Stated Principal
Balance of the Mortgage Loans in the Mortgage Pool for such Distribution Date
and (b) the aggregate Stated Principal Balance of the Mortgage Loans in the
Mortgage Pool for such Distribution Date minus the OC Floor; provided, however,
that if such Class of Subordinate Certificates is the only Class of Subordinate
Certificates outstanding on such Distribution Date, that Class will be entitled
to receive the entire


                                       43
<PAGE>

remaining Principal Distribution Amount until the Certificate Principal Balance
thereof is reduced to zero.

                  Subordinate Component Balance: With respect to any
Distribution Date and for each Loan Group, the excess of the aggregate Stated
Principal Balance of such Loan Group as of the first day of the related Due
Period (after giving effect to Principal Prepayments received in the Prepayment
Period ending during such Due Period) over the aggregate Certificate Principal
Balance of the related Class(es) of Senior Certificates and any remaining
amounts allocated to such Loan Group on deposit in the Pre-Funding Account
immediately prior to such Distribution Date.

                  Subordinate Corridor Contract: The transaction evidenced by
the related Confirmation (as assigned to the Corridor Contract Administrator
pursuant to the Corridor Contract Assignment Agreement), a form of which is
attached hereto as Exhibit Q-3.

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

                  Subordinate Net Rate Cap: With respect to any Distribution
Date and each Class of Subordinate Certificates, the weighted average (weighted
on the basis of the Subordinate Component Balance of each Loan Group) of (a) the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group
1 and (b) the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans
in Loan Group 2, and in the case of all Adjustable Rate Certificates, adjusted
to an effective rate reflecting the calculation of interest on the basis of the
actual number of days elapsed during the related Accrual Period and a 360-day
year.

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

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

                  Subsequent Cut-off Date: 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.

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



                                       44
<PAGE>

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

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

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

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

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

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

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

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

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

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



                                       45
<PAGE>

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

                  Terminator:  As defined in Section 9.01 hereof.

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

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

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

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

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

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

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

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

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



                                       46
<PAGE>

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

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

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

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

                  Underwriters: Countrywide Securities Corporation, Greenwich
Capital Markets, Inc. and Merrill Lynch, Pierce, Fenner and Smith Incorporated.

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

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

                  Section 1.02 Certain Interpretive Provisions.

                  All terms defined in this Agreement shall have the defined
meanings when used in any certificate, agreement or other document delivered
pursuant hereto unless otherwise defined therein. For purposes of this Agreement
and all such certificates and other documents, unless the context otherwise
requires: (a) accounting terms not otherwise defined in this 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,



                                       47
<PAGE>

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

                                  ARTICLE II.
                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

                  Section 2.01 Conveyance of Mortgage Loans.

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

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

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

                  (b) Subject to the execution and delivery of the related
Subsequent Transfer Agreement as provided by Section 2.01(d) hereof and the
terms and conditions of this Agreement, each Seller sells, transfers, assigns,
sets over and otherwise conveys to the 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


                                       48
<PAGE>

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

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

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

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

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

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

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

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

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



                                       49
<PAGE>

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

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

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

<TABLE>
<CAPTION>
          Loan Group 1
                                                                                         Permitted Variance
            Characteristic                                                                    or Range
            -----------------------                                                      ------------------
<S>                                                                 <C>                     <C>
            Average Stated Principal Balance.....................      $136,474                10.00%
            Weighted Average Mortgage Rate.......................       7.733%                  0.10%
            Weighted Average Original Loan-to-Value Ratio........       73.06%                  3.00%
            Weighted Average Remaining Term to Maturity..........     355 months              3 months
            Weighted Average Credit Bureau Risk Score............     591 points              5 points

          Loan Group 2
                                                                                         Permitted Variance
            Characteristic                                                                    or Range
            -----------------------                                                      ------------------
            Average Stated Principal Balance.....................      $211,441                10.00%
            Weighted Average Mortgage Rate.......................       7.507%                  0.10%
            Weighted Average Original Loan-to-Value Ratio........       74.04%                  3.00%
            Weighted Average Remaining Term to Maturity..........     354 months              3 months
            Weighted Average Credit Bureau Risk Score............     598 points              5 points
</TABLE>


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



                                       50
<PAGE>

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

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

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

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

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

                  (g) In connection with the transfer and assignment of each
Mortgage Loan, the Depositor has delivered to, and deposited with, the 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


                                       51
<PAGE>

         endorsement from the originator to the Person endorsing the Mortgage
         Note (each such endorsement being sufficient to transfer all right,
         title and interest of the party so endorsing, as noteholder or assignee
         thereof, in and to that Mortgage Note), or, if the original Mortgage
         Note has been lost or destroyed and not replaced, an original lost note
         affidavit, stating that the original Mortgage Note was lost or
         destroyed, together with a copy of the related Mortgage Note;

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

                           (iii) in the case of each Mortgage Loan that is not a
         MERS Mortgage Loan, a duly executed assignment of the Mortgage to
         "Asset-Backed Certificates, Series 2005-9, 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



                                       52
<PAGE>

term of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement.

                  In the event that in connection with any Mortgage Loan that is
not a MERS Mortgage Loan a Seller cannot deliver the original recorded Mortgage
or all interim recorded assignments of the Mortgage satisfying the requirements
of clause (ii), (iii) or (iv) concurrently with the execution and delivery
hereof, such Seller shall deliver or cause to be delivered to the 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 hereof. If any document submitted for
recording pursuant to this Agreement is (x) lost prior to recording or rejected
by the applicable recording office, the applicable Seller shall immediately
prepare or cause to be prepared a substitute and submit it for recording, and
shall deliver copies and originals thereof in accordance with the foregoing or
(y) lost after recording, the applicable Seller shall deliver to the 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


                                       53
<PAGE>

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 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 hereof, provided that if CHL fails to deliver a Mortgage File for any Delay
Delivery Mortgage Loan within the period provided in the prior sentence, the
cure period provided for in Section 2.02 hereof or in Section 2.03 hereof shall
not apply to the initial delivery of the Mortgage File for such Delay Delivery
Mortgage Loan, but rather CHL shall have


                                       54
<PAGE>

five (5) Business Days to cure such failure to deliver. CHL shall promptly
provide each Rating Agency with written notice of any cure, repurchase or
substitution made pursuant to the proviso of the preceding sentence. On or
before the thirtieth (30th) day (or if such thirtieth day is not a Business Day,
the succeeding Business Day) after the Closing Date (in the case of Initial
Mortgage Loans) or within twenty days after the related Subsequent Transfer Date
(in the case of Subsequent Mortgage Loans), the Trustee shall, in accordance
with the provisions of Section 2.02 hereof, send a Delay Delivery Certification
substantially in the form annexed hereto as Exhibit G-3 (with any applicable
exceptions noted thereon) for all Delay Delivery Mortgage Loans delivered within
thirty (30) days after such date. The Trustee will promptly send a copy of such
Delay Delivery Certification to each Rating Agency.

                  Section 2.02 Acceptance by Trustee of the Mortgage Loans.

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

                  The Trustee agrees to execute and deliver on the Closing Date
to the Depositor, the Master Servicer and CHL (on behalf of each Seller) an
Initial Certification substantially in the form annexed hereto as Exhibit G-1 to
the effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Initial Mortgage Loan paid in full or any Initial
Mortgage Loan specifically identified in such certification as not covered by
such certification), the documents described in Section 2.01(g)(i) hereof and,
in the case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, the
documents described in Section 2.01(g)(iii) hereof with respect to such Initial
Mortgage Loans as are in the 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) hereof) and
based on its review and examination and only as to the foregoing documents, (i)
such documents appear regular on their face and relate to such Initial Mortgage
Loan, and (ii) the information set forth in items (i), (iv), (v), (vi), (viii),
(ix) and (xvii) of the definition of the "Mortgage Loan Schedule" accurately
reflects information set forth in the Mortgage File. On or before the thirtieth
(30th) day after the Closing Date (or if such thirtieth day is not a Business
Day, the succeeding Business Day), the Trustee shall deliver to the Depositor,
the Master Servicer and CHL (on behalf of each Seller) a Delay Delivery
Certification with respect to the Initial Mortgage Loans substantially in the
form annexed hereto as Exhibit G-3, with any applicable exceptions noted


                                       55
<PAGE>

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.

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

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

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

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

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

                  If, in the course of such review, the Trustee finds any
document or documents constituting a part of such Mortgage File that do not meet
the requirements of clauses (i)-(iv) and


                                       56
<PAGE>

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


                                       57
<PAGE>

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 Certification substantially in the form
annexed hereto as Exhibit G-4 to the effect that, as to each Subsequent Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Subsequent Mortgage
Loan paid in full or any Subsequent Mortgage Loan specifically identified in
such certification as not covered by such certification), the documents
described in Section 2.01(g)(i) hereof and, in the case of each Subsequent
Mortgage Loan that is not a MERS Mortgage Loan, the documents described in
Section 2.01(g)(iii) hereof, with respect to such Subsequent Mortgage Loan are
in its possession, and based on its review and examination and only as to the
foregoing documents, such documents appear regular on their face and relate to
such Subsequent Mortgage Loan.

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



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<PAGE>

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

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

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

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

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

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

                  If, in the course of such review, the 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 hereof, or (B) purchase such


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<PAGE>

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

                  The 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) hereof, any
Subsequent Mortgage Loan whose Mortgage File contains any document or documents
that does not meet the requirements of clauses (i)-(iv) and (vi) above and which
defect is not corrected or cured by such Seller within 90 days from the date it
was notified of such defect, shall constitute the sole remedy respecting such
defect available to the Trustee, the 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


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<PAGE>

         perform any of its other obligations under this Agreement in accordance
         with the terms hereof.

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

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



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<PAGE>

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

                           (7) The Master Servicer is a member of MERS in good
         standing, and will comply in all material respects with the rules and
         procedures of MERS in connection with the servicing of the Mortgage
         Loans for as long as such Mortgage Loans are registered with MERS.

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

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

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



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<PAGE>

         generally and (b) the remedy of specific performance and injunctive and
         other forms of equitable relief may be subject to equitable defenses
         and to the discretion of the court before which any proceeding therefor
         may be brought.

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

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

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

                           (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.



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<PAGE>

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

                           (10) No Mortgage Loan had a Loan-to-Value Ratio at
         origination in excess of 100.00%.

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

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

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

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

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

                           (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



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<PAGE>

         Mortgage; or executed any instrument of release, cancellation,
         modification (except as expressly permitted above) or satisfaction with
         respect thereto.

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

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

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

                           (21) To the best of CHL's knowledge, no improvement
         located on or being part of the Mortgaged Property is in violation of
         any applicable zoning law or regulation. To the best of CHL's
         knowledge, all inspections, licenses and certificates required to be
         made or issued with respect to all occupied portions of the Mortgaged
         Property and, with respect to the use and occupancy of the same,
         including but not limited to certificates of occupancy and fire
         underwriting certificates, have been made or 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



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<PAGE>

         the Mortgage had legal capacity to execute the Mortgage Note andthe
         Mortgage and each Mortgage Note and Mortgage have been duly and
         properly executed by such parties.

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

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

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

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

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

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

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

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

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

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



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<PAGE>

         approximately the percentage specified in the Collateral Schedule of
         the Initial Mortgage Loans in Loan Group 1 and Loan Group 2 are secured
         by low-rise condominium units. No more than approximately the
         percentage specified in the Collateral Schedule of the Initial Mortgage
         Loans in Loan Group 1 and Loan Group 2 are secured by high-rise
         condominium units. No more than approximately the percentage specified
         in the Collateral Schedule of the Initial Mortgage Loans in Loan Group
         1 and Loan Group 2 are secured by manufactured housing. No more than
         approximately the percentage specified in the Collateral Schedule of
         the Initial Mortgage Loans in Loan Group 1 and Loan Group 2 are secured
         by PUDs.

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

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

                           (35) Approximately the percentage specified in the
         Collateral Schedule of the Initial Mortgage Loans in Loan Group 1 and
         Loan Group 2 provide for a prepayment penalty.

                           (36) On the basis of representations made by the
         Mortgagors in their loan applications, no more than approximately the
         percentage specified in the Collateral Schedule of the Initial Mortgage
         Loans in Loan Group 1 and Loan Group 2, respectively, are secured by
         investor properties, and no less than approximately the percentage
         specified in the Collateral Schedule of the Initial Mortgage Loans in
         Loan Group 1 and Loan Group 2, respectively, are secured by
         owner-occupied Mortgaged Properties that are primary residences.

                           (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


                                       67
<PAGE>

         any premiums due and payable thereon have not been paid; the Mortgage
         obligates the Mortgagor thereunder to maintain all such insurance,
         including flood insurance, at the Mortgagor's cost and expense, and
         upon the Mortgagor's failure to do so, authorizes the holder of the
         Mortgage to obtain and maintain such insurance at the Mortgagor's cost
         and expense and to seek reimbursement therefor from the Mortgagor.

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

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

                           (40) There is no material monetary default existing
         under any Mortgage or the related Mortgage Note and, to the best of
         CHL's knowledge, there is no material event that, with the passage of
         time or with notice and the expiration of any grace or cure period,
         would constitute a default, breach, violation or event of acceleration
         under the Mortgage or the related Mortgage Note; and no Seller has
         waived any default, breach, violation or event of acceleration.

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

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

                           (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


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<PAGE>

         the Mortgage proceeds, whichever is later, to the day that precedes by
         one month the Due Date of the first installment of principal and
         interest, including without limitation, taxes and insurance payments,
         the Master Servicer has not advanced funds, or induced, solicited or
         knowingly received any advance of funds by a party other than the
         Mortgagor, directly or indirectly, for the payment of any amount
         required by the Mortgage.

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

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

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

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

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

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

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

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



                                       69
<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.



                                       70
<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.



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<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.

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



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<PAGE>

                           (i) No Mortgage Loan in Loan Group 1 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 1 were used to purchase
         single premium credit insurance policies or debt cancellation
         agreements as part of the origination of, or as a condition to closing,
         such Mortgage Loan;

                           (iii) No Mortgage Loan in Loan Group 1 originated on
         or after October 1, 2002 will impose a prepayment premium for a term in
         excess of three years. Any Mortgage Loan in Loan Group 1 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 1 originated by CHL from August 1, 2004 through April 30, 2005
         and (b) any Mortgage Loan in Loan Group 1 originated by any other
         entity through April 30, 2005, if the related Mortgage or the related
         Mortgage Note, or any document relating to the loan transaction,
         contains a mandatory arbitration clause (that is, a clause that
         requires the borrower to submit to arbitration to resolve any dispute
         arising out of or relating in any way to the mortgage loan
         transaction), CHL will (i) notify the related borrower in writing
         within 60 days after the issuance of the Certificates that none of the
         related seller, the related servicer or any subsequent party that
         acquires an interest in the loan or services such Mortgage Loan will
         enforce such arbitration clause against the borrower, but that the
         borrower will continue to have the right to submit a dispute to
         arbitration and (ii) place a copy of such notice in the Mortgage File;
         and with respect to any Mortgage Loan in Loan Group 1 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 1 had an
         original principal balance that conforms to Freddie Mac guidelines
         concerning original principal balance limits at the time of the
         origination of such mortgage loan.

                           (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:

                           (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


                                       73
<PAGE>

         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.

                           (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


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<PAGE>

         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, 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


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<PAGE>

         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.

                  (e) Upon discovery by any of the parties hereto of a breach of
a representation or warranty set forth in Section 2.03(a) through (d) hereof
that materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan, the party discovering such breach shall give prompt notice
thereof to the other parties and the NIM Insurer. Each of the Master


                                       76
<PAGE>

Servicer and the Sellers (each, a "Representing Party") hereby covenants with
respect to the representations and warranties set forth in Sections 2.03(a)
through (d) hereof that within 90 days of the earlier of the discovery by such
Representing Party or receipt of written notice by such Representing Party from
any party of a breach of any representation or warranty set forth herein made
that materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan, it shall cure such breach in all material respects and, if
such breach is not so cured, shall, (i) if such 90-day period expires prior to
the second anniversary of the Closing Date, remove such Mortgage Loan (a
"Deleted Mortgage Loan") from the Trust Fund and substitute in its place a
Replacement Mortgage Loan, in the manner and subject to the conditions set forth
in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans
from the Trustee at the Purchase Price in the manner set forth below; provided
that (a) any such substitution pursuant to (i) above or repurchase pursuant to
(ii) above shall not be effected prior to the delivery to the Trustee, of the
Opinion of Counsel required by Section 2.05 hereof, (b) any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery to
the Trustee of a Request for File Release and (c) any such substitution pursuant
to (i) above shall include a payment by the applicable Representing Party of any
amount as calculated under item (iii) of the definition of "Purchase Price". Any
Representing Party liable for a breach under this Section 2.03 shall promptly
reimburse the Master Servicer or the Trustee for any expenses reasonably
incurred by the Master Servicer or the Trustee in respect of enforcing the
remedies for such breach. To enable the Master Servicer to amend the Mortgage
Loan Schedule, any Representing Party liable for a breach under this Section
2.03 shall, unless it cures such breach in a timely fashion pursuant to this
Section 2.03, promptly notify the Master Servicer whether such Representing
Party intends either to repurchase, or to substitute for, the Mortgage Loan
affected by such breach. With respect to the representations and warranties
described in this Section that are made to the best of the Representing Party's
knowledge, if it is discovered by any of the Depositor, the Master Servicer, the
Sellers or the Trustee that the substance of such representation and warranty is
inaccurate and such inaccuracy materially and adversely affects the value of the
related Mortgage Loan, notwithstanding the Representing Party's lack of
knowledge with respect to the substance of such representation or warranty, such
inaccuracy shall be deemed a breach of the applicable representation or
warranty. Any breach of a representation set forth in Section 2.03(a)(8),
(b)(72), (b)(75), (b)(76) or (b)(77) shall be deemed to materially and adversely
affect the Certificateholders.

                  With respect to any Replacement Mortgage Loan or Loans, the
applicable Seller delivering such Replacement Mortgage Loan shall deliver to the
Trustee for the benefit of the Certificateholders the related Mortgage Note,
Mortgage and assignment of the Mortgage, and such other documents and agreements
as are required by Section 2.01 hereof, with the Mortgage Note endorsed and the
Mortgage assigned as required by Section 2.01 hereof. No substitution will be
made in any calendar month after the Determination Date for such month.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and will be retained by the
applicable Seller delivering such Replacement Mortgage Loan on such Distribution
Date. For the month of substitution, distributions to Certificateholders will
include the Scheduled Payment due on any Deleted Mortgage Loan for the related
Due Period and thereafter the applicable Seller shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan. The Master Servicer
shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders
to reflect the removal of such Deleted Mortgage Loan and


                                       77
<PAGE>

the substitution of the Replacement Mortgage Loan or Loans and the Master
Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon
such substitution, the Replacement Mortgage Loan or Loans shall be subject to
the terms of this Agreement in all respects, and the applicable Seller
delivering such Replacement Mortgage Loan shall be deemed to have made with
respect to such Replacement Mortgage Loan or Loans, as of the date of
substitution, the representations and warranties set forth in Section 2.03(b),
(c) or (d) hereof with respect to such Mortgage Loan. Upon any such substitution
and the deposit to the Certificate Account of the amount required to be
deposited therein in connection with such substitution as described in the
following paragraph, the Trustee shall release to the Representing Party the
Mortgage File relating to such Deleted Mortgage Loan and held for the benefit of
the Certificateholders and shall execute and deliver at the Master Servicer's
direction such instruments of transfer or assignment as have been prepared by
the Master Servicer, in each case without recourse, as shall be necessary to
vest in the applicable Seller, or its respective designee, title to the
Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this
Section 2.03.

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

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

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



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<PAGE>

                  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 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 and 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



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<PAGE>

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

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

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

                  (b) Upon discovery by the Depositor, any Seller, the Master
Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified
mortgage" within the meaning


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<PAGE>

of Section 860G(a)(3) of the Code, the party discovering such fact shall
promptly (and in any event within five Business Days of discovery) give written
notice thereof to the other parties and the NIM Insurer. In connection
therewith, the Trustee shall require CHL, at CHL's option, to either (i)
substitute, if the conditions in Section 2.03(e) hereof with respect to
substitutions are satisfied, a Replacement Mortgage Loan for the affected
Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of
such discovery in the same manner as it would a Mortgage Loan for a breach of
representation or warranty contained in Section 2.03 hereof. The Trustee shall
reconvey to CHL the Mortgage Loan to be released pursuant hereto in the same
manner, and on the same terms and conditions, as it would a Mortgage Loan
repurchased for breach of a representation or warranty contained in Section 2.03
hereof.

                  Section 2.06 Authentication and Delivery of Certificates.

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

                  Section 2.07 Covenants of the Master Servicer.

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

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

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

                                  ARTICLE III.
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

                  Section 3.01 Master Servicer to Service Mortgage Loans.

                  For and on behalf of the Certificateholders, the Master
Servicer shall service and administer the Mortgage Loans in accordance with
customary and usual standards of practice of prudent mortgage loan lenders in
the respective states in which the Mortgaged Properties are located, including
taking all required and appropriate actions under each Required Insurance
Policy. 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


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<PAGE>

transfers of any Mortgaged Property and assumptions of the Mortgage Notes and
related Mortgages (but only in the manner provided in this Agreement), (iii) to
collect any Insurance Proceeds, other Liquidation Proceeds and Subsequent
Recoveries, and (iv) subject to Section 3.12(b) hereof, to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan; provided that the Master Servicer shall take no
action that is inconsistent with or prejudices the interests of the Trustee or
the Certificateholders in any Mortgage Loan or the rights and interests of the
Depositor and the Trustee under this Agreement. The Master Servicer shall
represent and protect the interest of the Trustee in the same manner as it
currently protects its own interest in mortgage loans in its own portfolio in
any claim, proceeding or litigation regarding a Mortgage Loan and shall not make
or permit any modification, waiver or amendment of any term of any Mortgage Loan
which would (i) cause any REMIC formed hereunder to fail to qualify as a REMIC
or (ii) result in the imposition of any tax under Section 860(a) or 860(d) of
the Code, but in any case the Master Servicer shall not act in any manner that
is a lesser standard than that provided in the first sentence of this Section
3.01. Without limiting the generality of the foregoing, the Master Servicer, in
its own name or in the name of the Depositor and the Trustee, is hereby
authorized and empowered by the Depositor and the Trustee, when the Master
Servicer believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any
of them, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge and all other comparable instruments, with respect
to the Mortgage Loans, and with respect to the Mortgaged Properties held for the
benefit of the Certificateholders. The Master Servicer shall prepare and deliver
to the Depositor and/or the Trustee such documents requiring execution and
delivery by any or all of them as are necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. Upon receipt of
such documents, the Depositor and/or the Trustee shall execute such documents
and deliver them to the Master Servicer. The Master Servicer further is
authorized and empowered by the Trustee, on behalf of the Certificateholders and
the Trustee, in its own name or in the name of the Subservicer, when the Master
Servicer or the Subservicer, as the case may be, believes it appropriate in its
best judgment to register any Mortgage Loan on the MERS(R) System, or cause the
removal from the registration of any Mortgage Loan on the MERS(R) System, to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of assignment and other comparable instruments
with respect to such assignment or re-recording of a Mortgage in the name of
MERS, solely as nominee for the Trustee and its successors and assigns.

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

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



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<PAGE>

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

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

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

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



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<PAGE>

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

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

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

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

                  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



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

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

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

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



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Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law.

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

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

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

                           (3) all Insurance Proceeds;

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

                           (5) all Compensating Interest;

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

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

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

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

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

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

                  The foregoing requirements for remittance by the Master
Servicer into the Certificate Account shall be exclusive, it being understood
and agreed that, without limiting the generality of the foregoing, payments in
the nature of late payment charges or assumption fees, if collected, need not be
remitted by the Master Servicer. In the event that the Master Servicer shall
remit any amount not required to be remitted and not otherwise subject to
withdrawal pursuant to Section 3.08 hereof, it may at any time withdraw or
direct the institution maintaining



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<PAGE>

the Certificate Account, to withdraw such amount from the Certificate Account,
any provision herein to the contrary notwithstanding. Such withdrawal or
direction may be accomplished by delivering written notice thereof to the
institution maintaining the Certificate Account, that describes the amounts
deposited in error in the Certificate Account. The Master Servicer shall
maintain adequate records with respect to all withdrawals made pursuant to this
Section. All funds deposited in the Certificate Account shall be held in trust
for the Certificateholders until withdrawn in accordance with Section 3.08
hereof.

                  No later than 1:00 p.m. Pacific time on the Business Day prior
to the Master Servicer Advance Date in each of 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) hereof;
         and

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

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

                  (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 hereof



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

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

                  (g) Except as otherwise expressly provided in this Agreement,
if any default occurs under any Permitted Investment, the Trustee may and,
subject to Sections 8.01 and 8.02(a)(4) hereof, at the request of the Holders of
Certificates representing more than 50% of the Voting Rights or the NIM Insurer,
shall take any action appropriate to enforce payment or performance, including
the institution and prosecution of appropriate proceedings.

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

                   To the extent required by the related Mortgage Note, the
Master Servicer shall establish and maintain one or more accounts (each, an
"Escrow Account") and deposit and retain therein all collections from the
Mortgagors (or advances by the Master Servicer) for the payment



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of taxes, assessments, hazard insurance premiums or comparable items for the
account of the Mortgagors. Nothing herein shall require the Master Servicer to
compel a Mortgagor to establish an Escrow Account in violation of applicable
law.

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

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

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

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

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

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

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


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         servicing compensation to the Master Servicer, those other amounts set
         forth in Section 3.15 hereof;

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

                           (iii) [Reserved];

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

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


                           (vi) to pay the Master Servicer any unpaid
          Servicing Fees and to reimburse it for any unreimbursed Servicing
          Advances, the Master Servicer's right to reimbursement of Servicing
          Advances pursuant to this subclause

                           (vi) with respect to any Mortgage Loan being
          limited to amounts received on particular Mortgage Loan(s)
          (including, for this purpose, Liquidation Proceeds, Insurance
          Proceeds and Subsequent Recoveries and purchase and repurchase
          proceeds) that represent late recoveries of the payments for which
          such advances were made pursuant to Section 3.01 or Section 3.06
          hereof;

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



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                  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 shall distribute such amount to the Class A-R
Certificates on such Distribution Date.

                  On the Business Day before the Class P Principal Distribution
Date, the Trustee shall transfer $100.00 from the Principal Reserve Fund to the
Distribution Account and shall distribute such amount to the Class P
Certificates on the Class P Principal Distribution Date. Following the
distributions to be made in accordance with the preceding sentence, the Trustee
shall then terminate the Principal Reserve Fund.

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

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

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

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

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

                           (iv) to reimburse the Trustee for any unreimbursed
         Advances made by it pursuant to Section 4.01(d) hereof, such right of
         reimbursement pursuant to this



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<PAGE>

         subclause (iv) being limited to (x) amounts received on the related
         Mortgage Loan(s) in respect of which any such Advance was made and (y)
         amounts not otherwise reimbursed to the Trustee pursuant to Section
         3.08(a)(ii) hereof;

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

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

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

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

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

                  Section 3.09 [Reserved].

                  Section 3.10 Maintenance of Hazard Insurance.

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


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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) hereof, to take or enter into an assumption and modification agreement
from or with the person to whom such property has been or is about to be
conveyed, pursuant to which such person becomes liable under the Mortgage Note
and, unless prohibited by applicable state law, the Mortgagor remains liable
thereon, provided that the Mortgage Loan shall continue to be covered (if so
covered before the Master Servicer enters such agreement) by the applicable
Required Insurance Policies. The Master Servicer, subject to Section 3.11(b)
hereof, is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. The Master Servicer shall notify the Trustee that any such
substitution, modification or assumption agreement has been completed by
forwarding to the 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



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<PAGE>

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 the modification, and, in any event, on the same Business Day on which the
modification occurs, all interest of the Trustee in the Modified Mortgage Loan
shall automatically be deemed transferred and assigned to the Master Servicer
and all benefits and burdens of ownership thereof, including the right to
accrued interest thereon from the date of modification and the risk of default
thereon, shall pass to the Master Servicer. The Master Servicer shall promptly
deliver to the Trustee a certification of a Servicing Officer to the effect that
all requirements of this paragraph have been satisfied with respect to the
Modified Mortgage Loan. For federal income tax purposes, the Trustee shall
account for such purchase as a prepayment in full of the Modified Mortgage Loan.
The Master Servicer shall deposit the Purchase Price for any Modified Mortgage
Loan in the Certificate Account pursuant to Section 3.05 hereof within one
Business Day after the purchase of the Modified Mortgage Loan. Upon receipt by
the Trustee of written notification of any such deposit signed by a Servicing
Officer, the Trustee shall release to the Master Servicer the related Mortgage
File and shall execute and deliver such instruments of


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<PAGE>

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
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


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<PAGE>

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 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


                                       96
<PAGE>

Fees, Advances, Servicing Advances and any management fee paid or to be paid
with respect to the management of such Mortgaged Property, shall be applied to
the payment of principal of, and interest on, the related defaulted Mortgage
Loans (with interest accruing as though such Mortgage Loans were still current)
and all such income shall be deemed, for all purposes in this Agreement, to be
payments on account of principal and interest on the related Mortgage Notes and
shall be deposited into the Certificate Account. To the extent the income
received during a Prepayment Period is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Rate on the
related Mortgage Loan, such excess shall be considered to be a partial Principal
Prepayment for all purposes hereof.

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

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

                  (c) [Reserved].

                  (d) The Master Servicer, in its sole discretion, shall have
the right to elect (by written notice sent to the Trustee) to purchase for its
own account from the Trust Fund any Mortgage Loan that is 150 days or more
delinquent at a price equal to the Purchase Price; provided, however, that the
Master Servicer may only exercise this right on or before the last day of the
calendar month in which such Mortgage Loan became 150 days delinquent (such
month, the "Eligible Repurchase Month"); provided further, that any such
Mortgage Loan which becomes current but thereafter becomes delinquent may be
purchased by the Master Servicer pursuant to this Section in any ensuing
Eligible Repurchase Month. The Purchase Price for any Mortgage Loan purchased
hereunder shall be deposited in the Certificate Account. Any purchase of a
Mortgage Loan pursuant to this Section 3.12(d) shall be accomplished by
remittance to the Master Servicer for deposit in the Certificate Account of the
Purchase Price. The Trustee, upon receipt of certification from the Master
Servicer of such deposit and a Request for File Release from the Master
Servicer, shall release or cause to be released to the purchaser of such
Mortgage Loan the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment prepared by the purchaser of such Mortgage
Loan, in each case without recourse, as shall be necessary to vest in the
purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and
the purchaser of such Mortgage Loan shall succeed to all the Trustee's right,
title and interest in and to such Mortgage Loan and all security and documents



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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.

                  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


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

                  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,


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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 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


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



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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 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


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Remittance Report with respect to the related Distribution Date. The Trustee
shall not be responsible to recompute, recalculate or verify any information
provided to it by the Master Servicer.

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

                  (c) In lieu of making all or a portion of such Advance from
its own funds, the Master Servicer may (i) cause to be made an appropriate entry
in its records relating to the Certificate Account that any Amount Held for
Future Distributions has been used by the Master Servicer in discharge of its
obligation to make any such Advance and (ii) transfer such funds from the
Certificate Account to the Distribution Account. Any funds so applied and
transferred shall be replaced by the Master Servicer by deposit in the
Certificate Account no later than the close of business on the Business Day
immediately preceding the Distribution Date on which such funds are required to
be distributed pursuant to this Agreement. The Master Servicer shall be entitled
to be reimbursed from the Certificate Account for all Advances of its own funds
made pursuant to this Section as provided in Section 3.08 hereof. The obligation
to make Advances with respect to any Mortgage Loan shall continue until such
Mortgage Loan is paid in full or becomes a Liquidated Mortgage Loan or until the
purchase or repurchase thereof (or substitution therefor) from the Trustee
pursuant to any applicable provision of this Agreement, except as otherwise
provided in this Section 4.01.

                  (d) If the Master Servicer determines that it will be unable
to comply with its obligation to make the Advances as and when described in
paragraphs (b) and (c) immediately above, it shall use its best efforts to give
written notice thereof to the Trustee (each such notice a "Trustee Advance
Notice"; and such notice may be given by facsimile), not later than 3:00 p.m.,
New York time, on the Business Day immediately preceding the related Master
Servicer Advance Date, specifying the amount that it will be unable to deposit
(each such amount an "Advance Deficiency") and certifying that such Advance
Deficiency constitutes an Advance hereunder and is not a Nonrecoverable Advance.
If the Trustee receives a Trustee Advance Notice on or before 3:30 p.m., (New
York time) on a Master Servicer Advance Date, the Trustee shall, not later than
3:00 p.m., (New York time), on the related Distribution Date, deposit in the
Distribution Account an amount equal to the Advance Deficiency identified in
such Trustee Advance Notice unless it is prohibited from so doing by applicable
law. Notwithstanding the


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foregoing, the Trustee shall not be required to make such deposit if the
Trustee shall have received written notification from the Master Servicer that
the Master Servicer has deposited or caused to be deposited in the Certificate
Account an amount equal to such Advance Deficiency. All Advances made by the
Trustee pursuant to this Section 4.01(d) shall accrue interest on behalf of the
Trustee at the Trustee Advance Rate from and including the date such Advances
are made to but excluding the date of repayment, with such interest being an
obligation of the Master Servicer and not the Trust Fund. The Master Servicer
shall reimburse the Trustee for the amount of any Advance made by the Trustee
pursuant to this Section 4.01(d) together with accrued interest, not later than
6:00 p.m. (New York time) on the Business Day following the related Distribution
Date. In the event that the Master Servicer does not reimburse the Trustee in
accordance with the requirements of the preceding sentence, the Trustee shall
immediately (i) terminate all of the rights and obligations of the Master
Servicer under this Agreement in accordance with Section 7.01 hereof and (ii)
subject to the limitations set forth in Section 3.04 hereof, assume all of the
rights and obligations of the Master Servicer hereunder.

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

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

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

                  Section 4.03 [Reserved].

                  Section 4.04 Distributions.

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

                           (i) concurrently:

                                   (1) from Interest Funds for Loan Group 1, to
                           the Class 1-A-1 Certificates, the Current Interest
                           and Interest Carry Forward Amount for such Class and
                           such Distribution Date,



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

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

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

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

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

                  (b) On each Distribution Date, the Principal Distribution
Amounts for such Distribution Date with respect to the Loan Groups shall be
allocated by the Trustee from the Distribution Account in the following order of
priority:

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

                           (A) concurrently:

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

                                   (a) to the Class 1-A-1 Certificates, until
                           the Certificate Principal Balance thereof is reduced
                           to zero, and

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



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

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

                                   (b) from any remaining Principal Distribution
                           Amount for Loan Group 2, to the Class 1-A-1
                           Certificates (after the distribution of the Principal
                           Distribution Amount from Loan Group 1 as provided in
                           clause (b)(1)(A)(i)(a) above), until the Certificate
                           Principal Balance thereof is reduced to zero,

                           (B) from the remaining Principal Distribution Amounts
                  for both 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 and Class M-7 Certificates, in
         that order, in each case until the Certificate Principal Balance
         thereof is reduced to zero, and

                           (ii) any remainder as part of Excess Cashflow.

                           (2) For each Distribution Date on or after the
         Stepdown Date and so long as a Trigger Event is not in effect, from the
         Principal Distribution Amounts for both 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 Amount for each such
                  Class of Certificates, respectively, concurrently, to (I) the
                  Class 1-A-1 Certificates in an amount up to the Class 1-A-1
                  Principal Distribution Amount, until the Certificate Principal
                  Balance thereof is reduced to zero and (II) the Class 2-A
                  Certificates in an amount up to the Class 2-A Principal
                  Distribution Amount in the order and priorities described in
                  Section 4.04(c) below, until the Certificate Principal
                  Balances thereof are reduced to zero; provided, however, that
                  if the Certificate Principal Balance of the Class 1-A-1
                  Certificates or the aggregate Certificate Principal Balance of
                  the Class 2-A Certificates is reduced to zero then any
                  remaining unpaid Senior Principal Distribution Target Amount
                  will be distributed to the remaining Senior Certificates (and
                  in the case of the Class 2-A Certificates in the order and
                  priorities set forth in Section 4.04(c) below), until the
                  Certificate Principal Balance(s) thereof is/are reduced to
                  zero,

                           (B) sequentially, to the Class M-1, Class M-2, Class
                  M-3, Class M-4, Class M-5, Class M-6 and Class M-7
                  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

                           (C) any remainder as part of Excess Cashflow.

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<PAGE>

                  (c) On each Distribution Date on which any principal amounts
are to be distributed to the Class 2-A Certificates, such amounts will be
distributed sequentially, in the following order of priority:

                           (1) to the Class 2-A-1 Certificates, until the
                  Certificate Principal Balance thereof is reduced to zero;

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

                           (3) pro rata, (based on (x) the Certificate Principal
                  Balance of the Class 2-A-3 Certificates in the case of clause
                  (A) below and (y) the aggregate Certificate Principal Balance
                  of the Class 2-A-4 and Class 2-A-4M Certificates in the case
                  of clause (B) below) concurrently:

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

                                   (B) concurrently, to the Class 2-A-4 and
                           Class 2-A-4M Certificates, pro rata, based on the
                           Certificate Principal Balance thereof, in each case
                           until the Certificate Principal Balance thereof is
                           reduced to zero; provided, however, if a Class 2-A-4
                           and Class 2-A-4M Sequential Trigger Event is in
                           effect, then principal will be distributed
                           sequentially, to the Class 2-A-4 and Class 2-A-4M
                           Certificates, in that order, in each case until the
                           Certificate Principal Balance thereof is reduced to
                           zero; and

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

                  provided, however, that on any Distribution Date on which (x)
the aggregate Certificate Principal Balance of the Senior Certificates is
greater than the sum of the aggregate Stated Principal Balance of all the
Mortgage Loans in the Mortgage Pool and any amount on deposit in the Pre-Funding
Account and (y) the aggregate Certificate Principal Balance of the Class 2-A
Certificates is greater than the sum of the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group 2 and any amount on deposit in the
Pre-Funding Account in respect of Loan Group 2, any principal amounts to be
distributed to the Class 2-A Certificates will be distributed concurrently: (1)
to the Class 2-A-1 Certificates, (2) to the Class 2-A-2 Certificates, (3) to the
Class 2-A-3 Certificates, (4) sequentially, to the Class 2-A-4 and Class 2-A-4M
Certificates and (5) to the Class 2-A-5 Certificates, pro rata, based on (a) the
Certificate Principal Balance thereof (in the case of clauses (1), (2), (3) and
(5) above) or (b) the aggregate Certificate Principal Balance thereof (in the
case of clause (4)), in each case until the Certificate Principal Balance
thereof or aggregate Certificate Principal Balance thereof, as applicable, is
reduced to zero.

                  (d) With respect to any Distribution Date, any Excess Cashflow
and, in the case of clauses 1, 3, 5, 7, 9, 11, 13, 15, 17 and 19 below, any
Credit Comeback Excess Cashflow available for such Distribution Date will be
distributed to the Classes of Certificates in the


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<PAGE>

following order of priority, in each case first to the extent of the remaining
Credit Comeback Excess Cashflow, if applicable and second to the extent of the
remaining Excess Cashflow:

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

                           (2) to the Class 2-A-4M Certificateholders, in an
         amount equal to the Unpaid Realized Loss Amount for such Class and
         Distribution Date;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                           (20) to the Class A-R Certificates.

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

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

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

                           (3) in the case of any such amounts received on the
         Subordinate Corridor Contract, concurrently to each Class of
         Subordinate Certificates, pro rata, based on the Certificate Principal
         Balances thereof, to the extent needed to pay any Net Rate Carryover
         for each such Class; provided that any amounts remaining after such
         allocation


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         to pay Net Rate Carryover based on the Certificate Principal Balances
         of the Subordinate Certificates will be distributed to each Class of
         Subordinate Certificates with respect to which there remains any unpaid
         Net Rate Carryover (after the distribution based on Certificate
         Principal Balances), pro rata, based on the amount of such unpaid Net
         Rate Carryover; and

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

                  On or before 5:00 p.m. Pacific time on the fifth Business Day
following each Determination Date (but in no event later than 5:00 p.m. Pacific
time on the third Business Day


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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 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 to (i) all distributions allocable to principal on
         such Distribution Date, (ii) the allocation of any Applied Realized
         Loss Amounts for such Distribution Date and (iii) the allocation of any
         Subsequent Recoveries for such Distribution Date;

                           (5) the aggregate Stated Principal Balance of the
         Mortgage Loans for the Mortgage Pool and each Loan Group;

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

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

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

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



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<PAGE>

                           (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) [Reserved];

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

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

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

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

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



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

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

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

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

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

                           (2) The projected remaining principal and interest
         cash flows as of the end of any calendar quarter with respect to each
         related Class of regular and residual interests created hereunder and
         the Mortgage Loans, based on the Prepayment Assumption;

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

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

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



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<PAGE>

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

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

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

                  Section 4.06 [Reserved].

                  Section 4.07 [Reserved].

                  Section 4.08 Carryover Reserve Fund.

                  (a) On the Closing Date, the Trustee shall establish and
maintain in its name, in trust for the benefit of the Holders of the
Certificates, the Carryover Reserve Fund and shall deposit $10,000 therein. The
Carryover Reserve Fund shall be an Eligible Account, and funds on deposit
therein shall be held separate and apart from, and shall not be commingled with,
any other moneys, including without limitation, other moneys held by the Trustee
pursuant to this Agreement.

                  (b) On each Distribution Date, the Trustee shall deposit all
amounts received in respect of the Corridor Contracts in the Carryover Reserve
Fund. The Trustee shall make withdrawals from the Carryover Reserve Fund to make
distributions in respect of Net Rate Carryover as to the extent required by
Section 4.04 hereof.

                  (c) Any amounts received on the Corridor Contracts with
respect to a Distribution Date and remaining after the distributions required
pursuant to Section 4.04(e) hereof shall be distributed to the Class C
Certificates; provided, however, that if any Corridor Contract is subject to
early termination, early termination payments received in respect of the
Corridor Contract shall be deposited by the Trustee in the Carryover Reserve
Fund and withdrawn from the Carryover Reserve Fund to pay any Net Rate Carryover
for the applicable Classes of Certificates as provided in Section 4.04(e) hereof
on the Distribution Dates following such termination to and including the
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 in respect of the Corridor Contract may be invested in Permitted
Investments at the written direction of the Majority Holder of the Class C
Certificates (voting as a single Class), which Permitted Investments shall
mature not later than the Business Day immediately preceding the first
Distribution Date that follows the date of such investment (except that if such
Permitted Investment is an obligation of the institution that maintains the
Carryover Reserve Fund, then such Permitted Investment shall mature not later
than such Distribution Date) and shall not be sold or disposed of prior to
maturity. All such Permitted Investments shall be made in the name of the
Trustee, for the benefit of the Certificateholders. In the absence of such
written direction,



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

                  (e) The Trustee shall not be liable for the amount of any loss
incurred in respect of any investment or lack of investment of funds held in the
Carryover Reserve Fund and made in accordance with this Section 4.08. The
Carryover Reserve Fund shall not constitute an asset of any REMIC created
hereunder. The Class C Certificates shall evidence ownership of the Carryover
Reserve Fund for federal tax purposes.

                  Section 4.09 Credit Comeback Excess Account.

                  (a) On the Closing Date, the Trustee shall establish and
maintain in its name, in trust for the benefit of the Holders of the
Certificates, the Credit Comeback Excess Account. The Credit Comeback Excess
Account shall be an Eligible Account, and funds on deposit therein shall be held
separate and apart from, and shall not be commingled with, any other moneys,
including without limitation, other moneys held by the Trustee pursuant to this
Agreement.

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

                  (c) Funds in the Credit Comeback Excess Account may be
invested in Permitted Investments at the written direction of the Majority
Holder of the Class 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 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.



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                                   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-14, 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         Integral Multiples in     Original Certificate
   Class       Denomination         Excess of Minimum         Principal Balance
--------------------------------------------------------------------------------
    1-A           $20,000                $1,000                 $529,470,000
   2-A-1          $20,000                $1,000                 $219,084,000
   2-A-2          $20,000                $1,000                  $53,566,000
   2-A-3          $20,000                $1,000                  $37,000,000
   2-A-4          $20,000                $1,000                 $143,552,000
   2-A-4M         $20,000                $1,000                  $15,950,000
   2-A-5          $20,000                $1,000                  $83,628,000
    M-1           $20,000                $1,000                  $63,050,000
    M-2           $20,000                $1,000                  $76,700,000
    M-3           $20,000                $1,000                  $9,100,000
    M-4           $20,000                $1,000                  $18,850,000
    M-5           $20,000                $1,000                  $10,400,000
    M-6           $20,000                $1,000                  $7,150,000
    M-7           $20,000                $1,000                  $13,650,000
    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 related to the Class A-R
         Certificates may be issued in a denomination of $0.05.

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



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

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

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

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

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

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

                  (b) No Transfer of a Private Certificate shall be made unless
such Transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In the event that a transfer is to be made in reliance upon an exemption
from the Securities Act and such state securities laws, in order to assure
compliance with the Securities Act and such state securities laws, the
Certificateholder desiring to effect such Transfer and such Certificateholder's
prospective transferee shall (except in connection with any transfer of a
Private Certificate to an affiliate of the Depositor (either directly or through
a nominee) on or about the Closing Date) each certify to the Trustee in writing
the facts surrounding the Transfer in substantially the forms set forth in
Exhibit J-2 and, in the case of a Class A-R Certificate, Exhibit J-1 (each, a
"Transferor Certificate") and (i) deliver a letter in substantially the form of
either Exhibit K (the "Investment Letter") or Exhibit L (the "Rule 144A Letter")
or (ii) there shall be delivered to the Trustee at the expense of the
Certificateholder desiring to effect such transfer an Opinion of Counsel that
such Transfer may be made pursuant to an exemption from the Securities Act;
provided, however, that in the case of the delivery of an



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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 nominee) on or about the Closing Date) shall be
made unless the Trustee shall have received either (i) a representation from the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit K
or Exhibit L, or in the event such Certificate is a Residual Certificate, such
requirement is satisfied only by the Trustee's receipt of a representation
letter from the transferee substantially in the form of Exhibit I), to the
effect that (x) such transferee is not an employee benefit plan or arrangement
subject to Section 406 of ERISA or a plan or arrangement subject to Section 4975
of the Code, or a Person acting on behalf of any such plan or arrangement or
using the assets of any such plan or arrangement, or (y) in the case of an
ERISA-Restricted Certificate that has been the subject of an ERISA-Qualifying
Underwriting, a representation that the transferee is an insurance company which
is purchasing such Certificate with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificate satisfy the requirements for exemptive relief under
Sections I and III of PTCE 95-60 or (ii) in the case of any ERISA-Restricted
Certificate presented for registration in the name of an employee benefit plan
or arrangement subject to ERISA, or a plan or arrangement subject to Section
4975 of the Code (or comparable provisions of any subsequent enactments), or a
trustee of any such plan or arrangement or any other person acting on behalf of
any such plan or arrangement, an Opinion of Counsel satisfactory to the Trustee,
addressed to the Trustee and the Master Servicer, to the effect that the
purchase and holding of such ERISA-Restricted Certificate will not result in a
non-exempt prohibited transaction under ERISA or the Code and will not subject
the Trustee and the Master Servicer to any obligation in addition to those
expressly undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Master Servicer, or the Trust Fund. For purposes of
the preceding sentence, one of such representations, as appropriate, shall be
deemed to have been made to the Trustee by the transferee's acceptance of an
ERISA-Restricted


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Certificate (or the acceptance by a Certificate Owner of the beneficial interest
in any such Class of ERISA-Restricted Certificates) unless the Trustee shall
have received from the transferee an Opinion of Counsel as described in clause
(ii) or a representation letter acceptable in form and substance to the Trustee.
Notwithstanding anything else to the contrary herein, any purported transfer of
an ERISA-Restricted Certificate to or on behalf of an employee benefit plan
subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code
without the delivery to the Trustee of an Opinion of Counsel satisfactory to the
Trustee meeting the requirements of clause (i) of the first sentence of this
paragraph as described above shall be void and of no effect. The Trustee shall
be under no liability to any Person for any registration of transfer of any
ERISA-Restricted Certificate that is in fact not permitted by this Section
5.02(b) or for making any payments due on such Certificate to the Holder thereof
or taking any other action with respect to such Holder under the provisions of
this Agreement so long as the Trustee, with respect to the transfer of such
Classes of Certificates, required delivery of such certificates and other
documentation or evidence as are expressly required by the terms of this
Agreement and examined such certificates and other documentation or evidence to
determine compliance as to form with the express requirements hereof. The
Trustee shall be entitled, but not obligated, to recover from any Holder of any
ERISA-Restricted Certificate that was in fact an employee benefit plan or
arrangement subject to Section 406 of ERISA or a plan or arrangement subject to
Section 4975 of the Code or a Person acting on behalf of any such plan or
arrangement at the time it became a Holder or, at such subsequent time as it
became such a plan or arrangement or Person acting on behalf of such a plan or
arrangement, all payments made on such ERISA-Restricted Certificate at and after
either such time. Any such payments so recovered by the Trustee shall be paid
and delivered by the Trustee to the last preceding Holder of such Certificate
that is not such a plan or arrangement or Person acting on behalf of a plan or
arrangement.

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

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

                           (2) Except in connection with (i) the registration of
         the Tax Matters Person Certificate in the name of the Trustee or (ii)
         any registration in the name of, or transfer of a Class A-R Certificate
         to, an affiliate of the Depositor (either directly or through a
         nominee) 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



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         nominee, trustee or agent in connection with any Transfer of a Class
         A-R Certificate and (C) not to Transfer its Ownership Interest in a
         Class A-R Certificate, or to cause the Transfer of an Ownership
         Interest in a Class A-R Certificate to any other Person, if it has
         actual knowledge that such Person is not a Permitted Transferee or that
         such Transfer Affidavit is false.

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

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

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



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

                  Section 5.03 Mutilated, Destroyed, Lost or Stolen
                               Certificates.

                  If (a) any mutilated Certificate is surrendered to the
Trustee, or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and of the ownership thereof and
(b) there is delivered to the Master Servicer and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee that such Certificate has been acquired by a
bona fide purchaser, the Trustee shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Class, tenor and Percentage Interest. In
connection with the issuance of any new Certificate under this Section 5.03, the
Trustee may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any replacement Certificate issued pursuant to this Section 5.03 shall
constitute complete and indefeasible evidence of ownership in the Trust Fund, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time. All Certificates surrendered to the Trustee under
the terms of this Section 5.03 shall be canceled and destroyed by the Trustee in
accordance with its standard procedures without liability on its part.

                  Section 5.04 Persons Deemed Owners.

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

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

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



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                  Section 5.06 Book-Entry Certificates.

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

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

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

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

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

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

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

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

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



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                  Section 5.07 Notices to Depository.

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

                  Section 5.08 Definitive Certificates.

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

                  Section 5.09 Maintenance of Office or Agency.

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



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

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

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

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

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

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

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

                  None of the Depositor, the Sellers, the NIM Insurer or the
Master Servicer or any of the directors, officers, employees or agents of the
Depositor, the Sellers, the NIM Insurer or the Master Servicer shall be under
any liability to the Trustee (except as provided in Section 8.05 hereof), the
Trust Fund or the Certificateholders for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided that this provision shall not protect the Depositor, the
Sellers, the Master Servicer or any such Person against any breach of
representations or warranties made by it herein or protect the Depositor, the
Sellers, the Master Servicer or any such Person from any liability that would
otherwise be imposed by reasons of willful misfeasance, bad faith or gross
negligence in the



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

                  Section 6.04 Limitation on Resignation of Master Servicer.

                  The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that its duties
hereunder are no longer permissible under applicable law or (ii) upon
appointment of a successor servicer that is reasonably acceptable to the Trustee
and the NIM Insurer and the written confirmation from each Rating Agency (which
confirmation shall be furnished to the Depositor, the Trustee and the NIM
Insurer) that such resignation will not cause such Rating Agency to reduce the
then current rating of the Certificates. Any such determination pursuant to
clause (i) of the preceding sentence permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to
the Trustee. No resignation of the Master Servicer shall become effective until
the Trustee shall have assumed the Master Servicer's responsibilities, duties,
liabilities (other than those liabilities arising prior to the appointment of
such successor) and obligations under this Agreement.

                  Section 6.05 Errors and Omissions Insurance; Fidelity Bonds.

                  The Master Servicer shall, for so long as it acts as servicer
under this Agreement, obtain and maintain in force (a) a policy or policies of
insurance covering errors and omissions in the performance of its obligations as
servicer hereunder, and (b) a fidelity bond in respect of its officers,
employees and agents. Each such policy or policies and bond shall, together,
comply with the requirements from time to time of Fannie Mae and Freddie Mac for
persons performing


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servicing for mortgage loans purchased by Fannie Mae and Freddie Mac. In the
event that any such policy or bond ceases to be in effect, the Master Servicer
shall use its reasonable best efforts to obtain a comparable replacement policy
or bond from an insurer or issuer, meeting the requirements set forth above as
of the date of such replacement.

                  The Master Servicer shall provide the Trustee and the NIM
Insurer (upon such party's reasonable request) with copies of any such insurance
policies and fidelity bond. The Master Servicer shall be deemed to have complied
with this provision if an Affiliate of the Master Servicer has such errors and
omissions and fidelity bond coverage and, by the terms of such insurance policy
or fidelity bond, the coverage afforded thereunder extends to the Master
Servicer.

                                  ARTICLE VII.
                     DEFAULT; TERMINATION OF MASTER SERVICER

                  Section 7.01 Events of Default.

                  "Event of Default," wherever used herein, means any one of the
following events:

                           (1) any failure by the Master Servicer to deposit in
         the Certificate Account or the Distribution Account or remit to the
         Trustee any payment (excluding a payment required to be made under
         Section 4.01 hereof) required to be made under the terms of this
         Agreement, which failure shall continue unremedied for five calendar
         days and, with respect to a payment required to be made under Section
         4.01(b) or (c) hereof, for one Business Day, after the date on which
         written notice of such failure shall have been given to the Master
         Servicer by the Trustee, the NIM Insurer or the Depositor, or to the
         Trustee, the NIM Insurer and the Master Servicer by the Holders of
         Certificates evidencing not less than 25% of the Voting Rights; or

                           (2) any failure by the Master Servicer to observe or
         perform in any material respect any other of the covenants or
         agreements on the part of the Master Servicer contained in this
         Agreement or any representation or warranty shall prove to be untrue,
         which failure or breach shall continue unremedied for a period of 60
         days after the date on which written notice of such failure shall have
         been given to the Master Servicer by the Trustee, the NIM Insurer or
         the Depositor, or to the Trustee by the Holders of Certificates
         evidencing not less than 25% of the Voting Rights; provided that the
         sixty-day cure period shall not apply to the initial delivery of the
         Mortgage File for Delay Delivery Mortgage Loans nor the failure to
         repurchase or substitute in lieu thereof; or

                           (3) a decree or order of a court or agency or
         supervisory authority having jurisdiction in the premises for the
         appointment of a receiver or liquidator in any insolvency, readjustment
         of debt, marshalling of assets and liabilities or similar proceedings,
         or for the winding-up or liquidation of its affairs, shall have been
         entered against the Master Servicer and such decree or order shall have
         remained in force undischarged or unstayed for a period of 60
         consecutive days; or



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

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

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

                  If an Event of Default shall occur, then, and in each and
every such case, so long as such Event of Default shall not have been remedied,
the Trustee shall, but only at the direction of either the NIM Insurer or the
Holders of Certificates evidencing not less than 25% of the Voting Rights, by
notice in writing to the Master Servicer (with a copy to each Rating Agency),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder. On or after the receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer hereunder, whether with respect to the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee. The Trustee shall thereupon make any
Advance described in Section 4.01 hereof subject to Section 3.04 hereof. The
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Master Servicer, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. Unless expressly provided in such written
notice, no such termination shall affect any obligation of the Master Servicer
to pay amounts owed pursuant to Article VIII. The Master Servicer agrees to
cooperate with the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee of all cash amounts which shall at the time be credited
to the Certificate Account, or thereafter be received with respect to the
Mortgage Loans. The Trustee shall promptly notify the Rating Agencies of the
occurrence of an Event of Default.

                  Notwithstanding any termination of the activities of a Master
Servicer hereunder, such Master Servicer shall be entitled to receive, out of
any late collection of a Scheduled Payment on a Mortgage Loan that was due prior
to the notice terminating such Master Servicer's rights and obligations as
Master Servicer hereunder and received after such notice, that portion thereof
to which such Master Servicer would have been entitled pursuant to Sections
3.08(a)(i) through (viii) hereof, and any other amounts payable to such Master
Servicer hereunder the entitlement to which arose prior to the termination of
its activities hereunder.



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                  Section 7.02 Trustee to Act; Appointment of Successor.

                  On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent
provided in Section 3.04 hereof, be the successor to the Master Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and applicable law including the obligation to make advances
pursuant to Section 4.01 hereof. As compensation therefor, the Trustee shall be
entitled to all fees, costs and expenses relating to the Mortgage Loans that the
Master Servicer would have been entitled to if the Master Servicer had continued
to act hereunder. Notwithstanding the foregoing, if the Trustee has become the
successor to the Master Servicer in accordance with Section 7.01 hereof, the
Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited
by applicable law from making Advances pursuant to Section 4.01 hereof or if it
is otherwise unable to so act, (i) appoint any established mortgage loan
servicing institution reasonably acceptable to the NIM Insurer (as evidenced by
the prior written consent of the NIM Insurer), or (ii) if it is unable for 60
days to appoint a successor servicer reasonably acceptable to the NIM Insurer,
petition a court of competent jurisdiction to appoint any established mortgage
loan servicing institution, the appointment of which does not adversely affect
the then current rating of the Certificates and the NIM Insurer guaranteed notes
(without giving any effect to any policy or guaranty provided by the NIM
Insurer) by each Rating Agency as the successor to the Master Servicer hereunder
in the assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer hereunder. Any successor Master Servicer
shall be an institution that is a Fannie Mae and Freddie Mac approved
seller/servicer in good standing, that has a net worth of at least $15,000,000
and that is willing to service the Mortgage Loans and executes and delivers to
the Depositor and the Trustee an agreement accepting such delegation and
assignment, that contains an assumption by such Person of the rights, powers,
duties, responsibilities, obligations and liabilities of the Master Servicer
(other than liabilities and indemnities of the Master Servicer under Section
6.03 hereof incurred prior to termination of the Master Servicer under Section
7.01 hereof), with like effect as if originally named as a party to this
Agreement; and provided further that each Rating Agency acknowledges that its
rating of the Certificates in effect immediately prior to such assignment and
delegation will not be qualified or reduced as a result of such assignment and
delegation. No appointment of a successor to the Master Servicer hereunder shall
be effective until the Trustee shall have consented thereto, and written notice
of such proposed appointment shall have been provided by the Trustee to each
Certificateholder. The Trustee shall not resign as servicer until a successor
servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee, unless
the Trustee is prohibited by law from so acting, shall, subject to Section 3.04
hereof, act in such capacity as herein above provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided that no such compensation shall be in excess of
that permitted the Master Servicer hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. Neither the Trustee nor any other successor
servicer shall be deemed to be in default hereunder by reason of any failure to
make, or any delay in making, any distribution hereunder or any portion thereof
or any failure to perform, or any delay in performing, any duties or
responsibilities hereunder, in either case



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caused by the failure of the Master Servicer to deliver or provide, or any delay
in delivering or providing, any cash, information, documents or records to it.

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

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

                  Section 7.03 Notification to Certificateholders.

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

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

                                 ARTICLE VIII.
                             CONCERNING THE TRUSTEE

                  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.



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                  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 conforming to the requirements of this Agreement that it
         reasonably believed in good faith to be genuine and to have been duly
         executed by the proper authorities respecting any matters arising
         hereunder;

                           (2) the Trustee shall not be liable, individually or
         as Trustee, for an error of judgment made in good faith by a
         Responsible Officer or Responsible Officers of the Trustee, unless the
         Trustee was grossly negligent or acted in bad faith or with willful
         misfeasance;

                           (3) the Trustee shall not be liable, individually or
         as Trustee, with respect to any action taken, suffered or omitted to be
         taken by it in good faith in accordance with the direction of the
         Holders of each Class of Certificates evidencing not less than 25% of
         the Voting Rights of such Class relating to the time, method and place
         of conducting any proceeding for any remedy available to the Trustee,
         or exercising any trust or power conferred upon the Trustee under this
         Agreement; and

                           (4) without in any way limiting the provisions of
         this Section 8.01 or Section 8.02 hereof, the Trustee shall be entitled
         to rely conclusively on the information delivered to it by the Master
         Servicer in a Trustee Advance Notice in determining whether or not it
         is required to make an Advance under Section 4.01(d) hereof, shall have
         no responsibility to ascertain or confirm any information contained in
         any Trustee Advance Notice, and shall have no obligation to make any
         Advance under Section 4.01(d) hereof in the absence of a Trustee
         Advance Notice or actual knowledge by a Responsible Officer that (A) a
         required Advance was not made and (B) such required Advance was not a
         Nonrecoverable Advance.



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                  Section 8.02 Certain Matters Affecting the Trustee.

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

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

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

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

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

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

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

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

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



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                           (9) the Trustee shall be under no obligation to
         exercise any of the trusts or powers vested in it by this Agreement or
         to make any investigation of matters arising hereunder or to institute,
         conduct or defend any litigation hereunder or in relation hereto at the
         request, order or direction of the NIM Insurer or any of the
         Certificateholders, pursuant to the provisions of this Agreement,
         unless the NIM Insurer or such Certificateholders, as applicable, shall
         have offered to the Trustee reasonable security or indemnity against
         the costs, expenses and liabilities that may be incurred therein or
         thereby.

                  (b) All rights of action under this Agreement or under any of
the Certificates, enforceable by the Trustee, may be enforced by the Trustee
without the possession of any of the Certificates, or the production thereof at
the trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee shall be brought in its name for the
benefit of all the Holders of the Certificates, subject to the provisions of
this Agreement.

                  Section 8.03 Trustee Not Liable for Mortgage Loans.

                  The recitals contained herein shall be taken as the statements
of the Depositor or the Master Servicer, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of any
Mortgage Loan or related document or of MERS or the MERS(R) System other than
with respect to the Trustee's execution and authentication of the Certificates.
The Trustee shall not be accountable for the use or application by the Depositor
or the Master Servicer of any funds paid to the Depositor or the Master Servicer
in respect of the Mortgage Loans or deposited in or withdrawn from the
Certificate Account by the Depositor or the Master Servicer.

                  Section 8.04 Trustee May Own Certificates.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Certificates with the same rights as it would have if it
were not the Trustee.

                  Section 8.05 Master Servicer to Pay Trustee's Fees and
                               Expenses.

                  The Master Servicer covenants and agrees to pay or reimburse
the Trustee, upon its request, for all reasonable expenses, disbursements and
advances incurred or made by the Trustee on behalf of the Trust Fund in
accordance with any of the provisions of this Agreement (including, without
limitation: (A) the reasonable compensation and the expenses and disbursements
of its counsel, but only for representation of the Trustee acting in its
capacity as Trustee hereunder and (B) to the extent that the Trustee must engage
persons not regularly in its employ to perform acts or services on behalf of the
Trust Fund, which acts or services are not in the ordinary course of the duties
of a trustee, paying agent or certificate registrar, in the absence of a breach
or default by any party hereto, the reasonable compensation, expenses and
disbursements of such persons, except any such expense, disbursement or advance
as may arise from its negligence, bad faith or willful misconduct). The Trustee
and any director, officer, employee or agent of the Trustee shall be indemnified
by the Master Servicer and held harmless against any loss, liability or expense
(i) incurred in connection with any legal action relating to



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this Agreement or the Certificates, or in connection with the performance of any
of the Trustee's duties hereunder, other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of any of the Trustee's duties hereunder or by reason of reckless
disregard of the Trustee's obligations and duties hereunder or (ii) resulting
from any error in any tax or information return prepared by the Master Servicer.
Such indemnity shall survive the termination of this Agreement or the
resignation or removal of the Trustee hereunder.

                  Section 8.06 Eligibility Requirements for Trustee.

                  The Trustee hereunder shall, at all times, be a corporation or
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by federal or state authority and with a credit
rating that would not cause any of the Rating Agencies to reduce their
respective ratings of any Class of Certificates below the ratings issued on the
Closing Date (or having provided such security from time to time as is
sufficient to avoid such reduction). If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07 hereof. The corporation or
national banking association serving as Trustee may have normal banking and
trust relationships with the Depositor, the Sellers and the Master Servicer and
their respective affiliates; provided that such corporation cannot be an
affiliate of the Master Servicer other than the Trustee in its role as successor
to the Master Servicer.

                  Section 8.07 Resignation and Removal of Trustee.

                  The Trustee may at any time resign and be discharged from the
trusts hereby created by (1) giving written notice of resignation to the
Depositor and the Master Servicer and by mailing notice of resignation by first
class mail, postage prepaid, to the Certificateholders at their addresses
appearing on the Certificate Register and each Rating Agency, not less than 60
days before the date specified in such notice when, subject to Section 8.08
hereof, such resignation is to take effect, and (2) acceptance of appointment by
a successor trustee in accordance with Section 8.08 hereof and meeting the
qualifications set forth in Section 8.06 hereof. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice or resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.

                  If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 hereof and shall fail to resign
after written request thereto by the NIM Insurer or the Depositor, (ii) the
Trustee shall become incapable of acting, or shall be adjudged as bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the


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purpose of rehabilitation, conservation or liquidation, or (iii)(A) a tax is
imposed with respect to the Trust Fund by any state in which the Trustee or the
Trust Fund is located, (B) the imposition of such tax would be avoided by the
appointment of a different trustee and (C) the Trustee fails to indemnify the
Trust Fund against such tax, then the Depositor, the NIM Insurer or the Master
Servicer may remove the Trustee and appoint a successor trustee, reasonably
acceptable to the NIM Insurer, by written instrument, in triplicate, one copy of
which instrument shall be delivered to the Trustee, one copy of which shall be
delivered to the Master Servicer and one copy of which shall be delivered to the
successor trustee.

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

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

                  Section 8.08 Successor Trustee.

                  Any successor trustee appointed as provided in Section 8.07
hereof shall execute, acknowledge and deliver to the Depositor, its predecessor
trustee and the Master Servicer an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. In addition, if any Corridor Contract is still
outstanding, the Person appointed as successor trustee shall execute,
acknowledge and deliver to the predecessor trustee, CHL and the Master Servicer
an instrument accepting the appointment as successor Corridor Contract
Administrator under the Corridor Contract Administration Agreement.

                  No successor trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06 hereof, is reasonably
acceptable to the NIM Insurer and its appointment shall not adversely affect the
then current ratings of the Certificates.

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



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                  Section 8.09 Merger or Consolidation of Trustee.

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

                  Section 8.10 Appointment of Co-Trustee or Separate Trustee.

                  Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust Fund or property securing any Mortgage Note may at
the time be located, the Master Servicer and the Trustee acting jointly shall
have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Trustee and reasonably acceptable to the NIM
Insurer to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment or the NIM Insurer shall not have approved such
appointment within 15 days after receipt by it of a request to do so, or in the
case an Event of Default shall have occurred and be continuing, the Trustee
shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereof and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 8.08 hereof.

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

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



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

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

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

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

                  Section 8.11 Tax Matters.

                  It is intended that the Trust Fund shall constitute, and that
the affairs of the Trust Fund shall be conducted so that each REMIC created
pursuant to the Preliminary Statement qualifies as, a "real estate mortgage
investment conduit" as defined in and in accordance with the REMIC Provisions.
In furtherance of such intention, the Trustee covenants and agrees that it shall
act as agent (and the Trustee is hereby appointed to act as agent) on behalf of
the Trust Fund and that in such capacity it shall: (a) prepare and file, or
cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit Income Tax Returns (Form 1066 or any successor form adopted
by the Internal Revenue Service) and prepare and file or cause to be prepared
and filed with the Internal Revenue Service and applicable state or local tax
authorities income tax or information returns for each taxable year with respect
to each REMIC created hereunder containing such information and at the times and
in the manner as may be required by the Code or state or local tax laws,
regulations, or rules, and furnish or cause to be furnished to
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby; (b) within thirty days of the Closing
Date, furnish or cause to be furnished to the Internal Revenue Service, on Forms
8811 or as otherwise may be required by the Code, the name, title, address, and
telephone number of the person that the Holders of the Certificates may contact
for tax information relating thereto, together with such additional information
as may be required by such Form, and update such information at the time or
times in the manner required by the Code for the Trust Fund; (c) make or cause
to be made elections, on behalf of each REMIC created hereunder to be treated as
a REMIC on the federal tax return of each such REMIC for its first taxable year
(and, if necessary, under applicable state law); (d)


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prepare and forward, or cause to be prepared and forwarded, to the
Certificateholders and to the Internal Revenue Service and, if necessary, state
tax authorities, all information returns and reports as and when required to be
provided to them in accordance with the REMIC Provisions, including without
limitation, the calculation of any original issue discount using the Prepayment
Assumption; (e) provide information necessary for the computation of tax imposed
on the transfer of a Class A-R Certificate to a Person that is not a Permitted
Transferee, or an agent (including a broker, nominee or other middleman) of a
Non-Permitted Transferee, or a pass-through entity in which a Non-Permitted
Transferee is the record holder of an interest (the reasonable cost of computing
and furnishing such information may be charged to the Person liable for such
tax); (f) to the extent that they are under its control conduct the affairs of
the Trust Fund at all times that any Certificates are outstanding so as to
maintain the status of each REMIC created hereunder as a REMIC under the REMIC
Provisions; (g) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of any REMIC
created hereunder; (h) pay, from the sources specified in the penultimate
paragraph of this Section 8.11, the amount of any federal, state and local
taxes, including prohibited transaction taxes as described below, imposed on any
REMIC created hereunder prior to the termination of the Trust Fund when and as
the same shall be due and payable (but such obligation shall not prevent the
Trustee or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Trustee from withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings); (i) sign or cause to be signed federal, state or local income tax
or information returns; (j) maintain records relating to each REMIC created
hereunder, including but not limited to the income, expenses, assets and
liabilities of each such REMIC, and the fair market value and adjusted basis of
the Trust Fund property determined at such intervals as may be required by the
Code, as may be necessary to prepare the foregoing returns, schedules,
statements or information; and (k) as and when necessary and appropriate,
represent the Trust Fund in any administrative or judicial proceedings relating
to an examination or audit by any governmental taxing authority, request an
administrative adjustment as to any taxable year of any REMIC created hereunder,
enter into settlement agreements with any governmental taxing agency, extend any
statute of limitations relating to any tax item of the Trust Fund, and otherwise
act on behalf of any REMIC created hereunder in relation to any tax matter
involving any such REMIC.

                  In order to enable the Trustee to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Trustee within 10 days after the Closing Date all information or data that the
Trustee requests in writing and determines to be relevant for tax purposes to
the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
the Certificates and the Mortgage Loans (and, to the extent not part of the
aforementioned, the information referred to in paragraphs (1), (2), (3) and (4)
of Section 4.05(d) hereof). Thereafter, the Depositor shall provide to the
Trustee promptly upon written request therefor, any such additional information
or data that the Trustee may, from time to time, request in order to enable the
Trustee to perform its duties as set forth herein. The Depositor hereby
indemnifies the Trustee for any losses, liabilities, damages, claims or expenses
of the Trustee arising from any errors or miscalculations of the Trustee that
result from any failure of the Depositor to provide, or to cause to be provided,
accurate information or data to the Trustee on a timely basis.



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                  In the event that any tax is imposed on "prohibited
transactions" of the Trust Fund as defined in Section 860F(a)(2) of the Code, on
the "net income from foreclosure property" of the Trust Fund as defined in
Section 860G(c) of the Code, on any contribution to the Trust Fund after the
startup day pursuant to Section 860G(d) of the Code, or any other tax is
imposed, including, without limitation, any federal, state or local tax or
minimum tax imposed upon the Trust Fund pursuant to Sections 23153 and 24872 of
the California Revenue and Taxation Code if not paid as otherwise provided for
herein, such tax shall be paid by (i) the Trustee, if any such other tax arises
out of or results from a breach by the Trustee of any of its obligations under
this Agreement, (ii) (x) the Master Servicer, in the case of any such minimum
tax, and (y) any party hereto (other than the Trustee) to the extent any such
other tax arises out of or results from a breach by such other party of any of
its obligations under this Agreement or (iii) in all other cases, or in the
event that any liable party here fails to honor its obligations under the
preceding clauses (i) or (ii), any such tax will be paid first with amounts
otherwise to be distributed to the Class A-R Certificateholders, and second with
amounts otherwise to be distributed to all other Certificateholders in the same
manner as if such tax were a Realized Loss that occurred ratably within each
Loan Group. Notwithstanding anything to the contrary contained herein, to the
extent that such tax is payable by the Class A-R Certificates, the Trustee is
hereby authorized to retain on any Distribution Date, from the Holders of the
Class A-R Certificates (and, if necessary, second, from the Holders of the all
other Certificates in the priority specified in the preceding sentence), funds
otherwise distributable to such Holders in an amount sufficient to pay such tax.
The Trustee agrees to promptly notify in writing the party liable for any such
tax of the amount thereof and the due date for the payment thereof.

                  The Trustee shall treat the Carryover Reserve Fund as an
outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that
is owned by the Holders of the Class C Certificates, and that is not an asset of
any REMIC created hereunder. The Trustee shall treat the rights of the Holders
of each Class of Certificates (other than the Class P and Class A-R
Certificates) to receive payments from the Carryover Reserve Fund as rights in
an interest rate corridor contract written by: (i) the Corridor Contract
Counterparty in respect of any Net Rate Carryover funded by any Corridor
Contract and in respect of any residual payments from each such Corridor
Contract received by the Class C Certificates, and (ii) the Holders of the Class
C Certificates in respect of any monies distributed pursuant to Section
4.04(d)(18) and (19) hereof and Section 4.08(c) hereof, in favor of the other
Certificateholders. Thus, each Certificate (other than the Class P and Class A-R
Certificates) shall be treated as representing ownership of not only an Master
REMIC regular interest, but also ownership of an interest in an interest rate
corridor contract. For purposes of determining the issue price of the Master
REMIC regular interests, the Trustee shall assume that the Trust Fund's rights
in respect of the Class 1-A-1 Corridor Contract, Class 2-A Corridor Contract and
Subordinate Corridor Contract have values of $69,000, $160,000 and $120,000,
respectively. The Trustee shall treat the entitlement to Credit Comeback Excess
Amounts as owned by the Holders of the Class C Certificates and not as an asset
of, or interest in, any REMIC created hereunder. Further, the Trustee shall
treat any payments of Credit Comeback Excess Amounts to Persons other than
Holders of the Class C Certificates as payments made by the Holders of the Class
C Certificates pursuant to a credit enhancement contract under Treasury
Regulation 1.860G-2(c). The Trustee shall also treat any amount payable to a
Class C Certificate with respect to an R-3-X Interest as deposited into the
Carryover Reserve Fund. The Trustee shall treat the rights of the Holders of
each Class of Interest-Bearing Certificates to receive distributions of interest
at a per annum rate in excess of


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the applicable net rate cap specified in footnote 1 to the table specifying the
class designation, interest rate, and principal amount for each class of Master
REMIC Interest in the Preliminary Statement but not in excess of the applicable
Net Rate Cap as rights in an interest rate corridor contract written by the
Class C Certificates. 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 [Reserved].

                  Section 8.13 Access to Records of the Trustee.

                  The Trustee and any co-trustee shall afford the Sellers, the
Depositor, the Master Servicer, the NIM Insurer and each Certificate Owner upon
reasonable notice during normal business hours access to all records maintained
by the Trustee or co-trustee in respect of its duties under this Agreement and
access to officers of the Trustee responsible for performing its duties. Upon
request, the Trustee or co-trustee shall furnish the Depositor, the Master
Servicer, the NIM Insurer and any requesting Certificate Owner with its most
recent financial statements. The Trustee shall cooperate fully with the Sellers,
the Master Servicer, the Depositor, the NIM Insurer and the Certificate Owner
for review and copying any books, documents, or records requested with respect
to the Trustee's and co-trustee's respective duties under this Agreement. The
Sellers, the Depositor, the Master Servicer and the Certificate Owner shall not
have any responsibility or liability for any action for failure to act by the
Trustee or co-trustee and are not obligated to supervise the performance of the
Trustee under this Agreement or otherwise.

                  Section 8.14 Suits for Enforcement.

                  If an Event of Default or other material default by the Master
Servicer or the Depositor under this Agreement occurs and is continuing, at the
direction of the Certificateholders holding not less than 51% of the Voting
Rights or the NIM Insurer, the Trustee shall proceed to protect and enforce its
rights and the rights of the Certificateholders or the NIM Insurer under this
Agreement by a suit, action, or proceeding in equity or at law or otherwise,
whether for the specific performance of any covenant or agreement contained in
this Agreement or in aid of the execution of any power granted in this Agreement
or for the enforcement of any other legal, equitable, or other remedy, as the
Trustee, being advised by counsel, and subject to the foregoing, shall deem most
effectual to protect and enforce any of the rights of the Trustee, the NIM
Insurer and the Certificateholders.

                                   ARTICLE IX.
                                   TERMINATION

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

                  Subject to Section 9.03 hereof, 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


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(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) plus, if the Terminator is the NIM Insurer, any unreimbursed Servicing
Advances, and the principal portion of any unreimbursed Advances, made on the
Mortgage Loans prior to the exercise of such repurchase and (b) the later of (i)
the maturity or other liquidation (or any Advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Fund and the disposition of all REO
Property and (ii) the distribution to related Certificateholders of all amounts
required to be distributed to them pursuant to this Agreement, as applicable. In
no event shall the trusts created hereby continue beyond the earlier of (i) the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late Ambassador of the United States to the Court of St.
James's, living on the date hereof and (ii) the Latest Possible Maturity Date.

                  The right to purchase all Mortgage Loans and REO Properties by
the Terminator pursuant to clause (a) of the immediately preceding paragraph
shall be conditioned upon (1) the 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 and (2) unless the NIM Insurer
otherwise consents, the purchase price for such Mortgage Loans and REO
Properties shall result in a final distribution on any NIM Insurer guaranteed
notes that is sufficient (x) to pay such notes in full and (y) to pay any
amounts due and payable to the NIM Insurer pursuant to the indenture related to
such notes. The NIM Insurer's right to purchase all Mortgage Loans and REO
Properties shall be further conditioned upon the written consent of the Master
Servicer.

                  Section 9.02 Final Distribution on the Certificates.

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



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                  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 therefore, 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 the amounts allocable to such Certificates held in the Distribution
Account (and, if applicable, the Carryover Reserve Fund) in the order and
priority set forth in Section 4.04 hereof on the final Distribution Date and in
proportion to their respective Percentage Interests. Notwithstanding the
reduction of the Certificate Principal Balance of any Class of Certificates to
zero, such Class will be outstanding hereunder (solely for the purpose of
receiving distributions (if any) to which it may be entitled pursuant to the
terms of this Agreement and not for any other purpose) until the termination of
the respective obligations and responsibilities of the Depositor, each Seller,
the Master Servicer and the Trustee hereunder in accordance with Article IX.

                  In the event that any affected Certificateholders shall not
surrender related Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their related
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets that remain a part of the Trust Fund. If within one year after the second
notice all related Certificates shall not have been surrendered for
cancellation, the Class A-R Certificates shall be entitled to all unclaimed
funds and other assets that remain subject hereto.

                  Section 9.03 Additional Termination Requirements.

                  (a) In the event the Terminator exercises its purchase option,
the Trust Fund shall be terminated in accordance with the following additional
requirements, unless the Trustee


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has been supplied with an Opinion of Counsel, at the expense of the Terminator,
to the effect that the failure of the Trust Fund to comply with the requirements
of this Section 9.03 will not (i) result in the imposition of taxes on
"prohibited transactions" of a REMIC, or (ii) cause any REMIC created hereunder
to fail to qualify as a REMIC at any time that any Certificates are outstanding:

                           (1) The Master Servicer shall establish a 90-day
liquidation period and notify the Trustee thereof, which shall in turn specify
the first day of such period in a statement attached to the Trust Fund's final
Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Master Servicer
shall prepare a plan of complete liquidation and shall otherwise satisfy all the
requirements of a qualified liquidation under Section 860F of the Code and any
regulations thereunder, as evidenced by an Opinion of Counsel delivered to the
Trustee and the Depositor obtained at the expense of the Terminator;

                           (2) During such 90-day liquidation period, and at or
prior to the time of making the final payment on the Certificates, the Master
Servicer as agent of the Trustee shall sell all of the assets of the Trust Fund
to the Terminator for cash; and

                           (3) At the time of the making of the final payment on
the Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Class A-R Certificateholders all cash on hand
(other than cash retained to meet claims) related to such Class of Certificates,
and the Trust Fund shall terminate at that time.

                  (b) By their acceptance of the Certificates, the Holders
thereof hereby authorize the Master Servicer to specify the 90-day liquidation
period for the Trust Fund, which authorization shall be binding upon all
successor Certificateholders. The Trustee shall attach a statement to the final
federal income tax return for each of any REMIC created hereunder stating that
pursuant to Treasury Regulation Section 1.860F-1, the first day of the 90-day
liquidation period for each the REMIC was the date on which the Trustee sold the
assets of the Trust Fund to the Terminator.

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

                                   ARTICLE X.

                            MISCELLANEOUS PROVISIONS

                  Section 10.01 Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Sellers and the Trustee with the consent of
the NIM Insurer, but 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


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contained in this Agreement to comply with any rules or regulations promulgated
by the Securities and Exchange Commission from time to time, or (v) to make such
other provisions with respect to matters or questions arising under this
Agreement, as shall not be inconsistent with any other provisions herein if such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder; provided that any such
amendment shall be deemed not to adversely affect in any material respect the
interests of the Certificateholders and no such Opinion of Counsel shall be
required if the Person requesting such amendment obtains a letter from each
Rating Agency stating that such amendment would not result in the downgrading or
withdrawal of the respective ratings then assigned to the Certificates, it being
understood and agreed that any such letter in and of itself will not represent a
determination as to the materiality of any such amendment and will represent a
determination only as to the credit issues affecting any such rating. Any
amendment described above, made solely to conform this Agreement to the
Prospectus or the Prospectus Supplement shall be deemed not to adversely affect
in any material respect the interests of the Certificateholders. Notwithstanding
the foregoing, no amendment that significantly changes the permitted activities
of the trust created by this Agreement may be made without the consent of
Certificateholders representing not less than 51% of the Voting Rights of each
Class of Certificates affected by such amendment. Each party to this Agreement
hereby agrees that it will cooperate with each other party in amending this
Agreement pursuant to clause (iv) above.

                  The Trustee, the Depositor, the Master Servicer and the
Sellers with the consent of the NIM Insurer may also at any time and from time
to time amend this Agreement, without the consent of the Certificateholders, to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary or appropriate to maintain the qualification of the Trust Fund as a
REMIC under the Code or to avoid or minimize the risk of the imposition of any
tax on the Trust Fund pursuant to the Code that would be a claim against the
Trust Fund at any time prior to the final redemption of the Certificates,
provided that the Trustee has been provided an Opinion of Counsel, which opinion
shall be an expense of the party requesting such opinion but in any case shall
not be an expense of the Trustee, to the effect that such action is necessary or
appropriate to maintain such qualification or to avoid or minimize the risk of
the imposition of such a tax.

                  This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Sellers and the Trustee with the consent of
the NIM Insurer and the Holders of each Class of Certificates affected thereby
evidencing not less than 51% of the Voting Rights of such Class for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; provided that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in (i),
without the consent of the Holders of Certificates of such Class evidencing 66%
or more of the Voting Rights of such Class, or (iii) reduce the aforesaid
percentages of Certificates the Holders of which are required to consent to any
such amendment without the consent of the Holders of all such Certificates then
outstanding.

                  Notwithstanding any contrary provision of this Agreement, the
Trustee and the NIM Insurer shall not consent to any amendment to this Agreement
unless each shall have first


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

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

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

                  Nothing in this Agreement shall require the Trustee to enter
into an amendment without receiving an Opinion of Counsel, reasonably
satisfactory to the Trustee and the NIM Insurer that (i) such amendment is
permitted and is not prohibited by this Agreement and that all requirements for
amending this Agreement have been complied with; and (ii) either (A) the
amendment does not adversely affect in any material respect the interests of any
Certificateholder or (B) the conclusion set forth in the immediately preceding
clause (A) is not required to be reached pursuant to this Section 10.01.

                  Section 10.02 Recordation of Agreement; Counterparts.

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

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

                  Section 10.03 Governing Law.

                  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



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                  Section 10.04 Intention of Parties.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title
insurance policies and any modifications, extensions and/or assumption
agreements and private mortgage insurance policies relating to the Mortgage
Loans by the Depositor to the Trustee be, and be construed as, an absolute sale
thereof to the Trustee. It is, further, not the intention of the parties that
such conveyance be deemed a pledge thereof by the Depositor to the Trustee.
However, in the event that, notwithstanding the intent of the parties, such
assets are held to be the property of the Depositor, or if for any other reason
this Agreement or any Subsequent Transfer Agreement is held or deemed to create
a security interest in such assets, then (i) this Agreement shall be deemed to
be a security agreement (within the meaning of the Uniform Commercial Code of
the State of New York) with respect to all such assets and security interests
and (ii) the conveyance provided for in this Agreement and any Subsequent
Transfer Agreement shall be deemed to be an assignment and a grant pursuant to
the terms of this Agreement by the Depositor to the Trustee, for the benefit of
the Certificateholders, of a security interest in all of the assets that
constitute the Trust Fund, whether now owned or hereafter acquired.

                  The Depositor for the benefit of the Certificateholders and
the NIM Insurer shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the assets of the Trust Fund, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of the
Agreement. The Depositor shall arrange for filing any Uniform Commercial Code
continuation statements in connection with any security interest granted or
assigned to the Trustee for the benefit of the Certificateholders.

                  Section 10.05 Notices.

                  (a) The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:

                           (1) Any material change or amendment to this
         Agreement;

                           (2) The occurrence of any Event of Default that has
         not been cured;

                           (3) The resignation or termination of the Master
         Servicer or the Trustee and the appointment of any successor;

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

                           (5) The final payment to Certificateholders.

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

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



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<PAGE>

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

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

                  (c) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the Depositor,
CWABS, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number:
(818) 225-4053, Attention: David A. Spector, or such other address as may be
hereafter furnished to the Sellers, the Master Servicer and the Trustee by the
Depositor in writing; (ii) in the case of CHL, Countrywide Home Loans, Inc.,
4500 Park Granada, Calabasas, California 91302, facsimile number (818) 225-4053,
Attention: David A. Spector, or such other address as may be hereafter furnished
to the Depositor, the Master Servicer and the Trustee by the Sellers in writing;
(iii) in the case of Park Monaco, Park Monaco Inc., 4500 Park Granada,
Calabasas, California, 91302, facsimile number (818) 225-4028, Attention: Paul
Liu, or such other address as may be hereafter furnished to the Depositor, the
Master Servicer and the Trustee by the Sellers in writing; (iv) in the case of
Park Sienna, Park Sienna LLC, 4500 Park Granada, Calabasas, California 91302,
facsimile number (818) 225-4028, Attention: Paul Liu, or such other address as
may be hereafter furnished to the Depositor, the Master Servicer and the Trustee
by the Sellers in writing; (v) in the case of the Master Servicer, Countrywide
Home Loans Servicing LP, 7105 Corporate Drive, Plano, Texas 75024, facsimile
number (805) 520-5623, Attention: Mark Wong or such other address as may be
hereafter furnished to the Depositor, the Sellers and the Trustee by the Master
Servicer in writing; (vi) in the case of the Trustee, The Bank of New York, 101
Barclay Street, New York, New York 10286, Attention: Corporate Trust MBS
Administration, CWABS, Series 2005-9, or such other address as the Trustee may
hereafter furnish to the Depositor or the Master Servicer; (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. Notices to Certificateholders shall be deemed given
when mailed, first postage prepaid, to their respective addresses appearing in
the Certificate Register.

                  Section 10.06 Severability of Provisions.

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

                  Section 10.07 Assignment.

                  Notwithstanding anything to the contrary contained herein,
except as provided pursuant to Section 6.02 hereof, this Agreement may not be
assigned by the Master Servicer without the prior written consent of the Trustee
and the Depositor.



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                  Section 10.08 Limitation on Rights of Certificateholders.

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

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

                  No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, the Holders of Certificates evidencing not less than 25%
of the Voting Rights shall also have made written request to the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses, and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions 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


                                      148
<PAGE>

and as often as may be reasonably requested. Any out-of-pocket expense incident
to the exercise by the Depositor, any Seller, the NIM Insurer or the Trustee of
any right under this Section 10.09 shall be borne by the party requesting such
inspection; all other such expenses shall be borne by the Master Servicer.

                  Section 10.10 Certificates Nonassessable and Fully Paid.

                  It is the intention of the Depositor that Certificateholders
shall not be personally liable for obligations of the Trust Fund, that the
interests in the Trust Fund represented by the Certificates shall be
nonassessable for any reason whatsoever, and that the Certificates, upon due
authentication thereof by the Trustee pursuant to this Agreement, are and shall
be deemed fully paid.

                  Section 10.11 Rights of NIM Insurer.

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

                           (1) the notes certain payments on which are
         guaranteed by the NIM Insurer remain outstanding or

                           (2) the NIM Insurer is owed amounts paid by it with
         respect to that guaranty.

                  (b) The rights of the NIM Insurer under this Agreement are
exercisable by the NIM Insurer only so long as no default by the NIM Insurer
under its guaranty of certain payments under notes backed or secured by the
Class C or Class P Certificates has occurred and is continuing. If the NIM
Insurer is the subject of any insolvency proceeding, the rights of the NIM
Insurer under this Agreement will be exercisable by the NIM Insurer only so long
as:

                           (1) the obligations of the NIM Insurer under its
         guaranty of notes backed or secured by the Class C or Class P
         Certificates have not been disavowed and

                           (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


                                      149
<PAGE>

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).



                                      150
<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




<PAGE>



                                  THE BANK OF NEW YORK,
                                  as Trustee


                                  By:    /s/ Cirino Emanuele
                                       -----------------------------------------
                                         Name:     Cirino Emanuele
                                         Title:     Assistant 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 28th 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 28th 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 28th 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 28th 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 28th 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 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 NEW YORK             )
                              )    ss.:
COUNTY OF NEW YORK            )

                  On this 28th day of September, 2005 before me, a notary public
in and for said State, appeared Cirino Emanuele, personally known to me on the
basis of satisfactory evidence to be a Assistant 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 28th 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>



                                                                     Exhibit A-1
                                                                    through A-14

                         [Exhibits A-1 through A-14 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 Certificate
                                  as delivered.

                [See appropriate documents delivered at closing.]







                                       B-1



<PAGE>




                                                                       Exhibit C

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


                [See appropriate documents delivered at closing.]















                                       C-1




<PAGE>



                                                                       Exhibit D

                            Exhibit D is a photocopy
                          of the Class A-R Certificate
                                  as delivered.


                [See appropriate documents delivered at closing.]








                                       D-1




<PAGE>



                                                                       Exhibit E

                            Exhibit E is a photocopy
                of the Tax Matters Person Certificate (Class A-R)
                                  as delivered.

                [See appropriate documents delivered at closing.]








                                       E-1


<PAGE>



                                                             Exhibit F-1 and F-2

              [Exhibit F-1 and F-2 are schedules of Mortgage Loans]

         [Delivered to Trustee at closing and on file with the Trustee.]












                                       F-1


<PAGE>


                                   EXHIBIT G-1

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                     [Date]


[Depositor]

[Sellers]

[Master Servicer]



                  Re:      CWABS Asset-Backed Certificates, Series 2005-9
                           ----------------------------------------------

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, 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 2005-9
                           ----------------------------------------------

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, 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 2005-9, 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 (xvii) of
the definition of the "Mortgage Loan Schedule" in Section 1.01 of the Pooling
and Servicing Agreement accurately reflects information set forth in the
Mortgage File.

                  The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any of



                                      G-2-2
<PAGE>

the [Initial Mortgage Loan] [Subsequent Mortgage Loan] 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 2005-9
                           ----------------------------------------------

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, 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 2005-9, 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



                                      G-3-1
<PAGE>

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 Loan] [Subsequent Mortgage Loan] 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 2005-9
                           ----------------------------------------------

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, 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]


                  Re:      CWABS Asset-Backed Certificates, Series 2005-9
                           ----------------------------------------------

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, the undersigned, as Trustee hereby certifies
that [, with respect to the Subsequent Mortgage Loans delivered in connection
with the Subsequent Transfer Agreement, dated as of __________, 2005 (the
"Subsequent Transfer Agreement") among CWABS, Inc., as Depositor, Countrywide
Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC,
as a Seller, and The Bank of New York, as Trustee,] as to each [Initial Mortgage
Loan][Subsequent Mortgage Loan] listed in the [Mortgage Loan Schedule][Loan
Number and Borrower Identification Mortgage Loan Schedule] (other than any
[Initial Mortgage Loan][Subsequent Mortgage Loan] paid in full or listed on the
attached Document Exception Report) it has received:

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

                  (ii) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, the original recorded Mortgage,
and in the case of each [Initial Mortgage Loan][Subsequent Mortgage Loan] that
is a MERS Mortgage Loan, the original Mortgage, noting thereon the presence of
the MIN of the [Initial Mortgage Loan][Subsequent Mortgage Loan] and language
indicating that the [Initial Mortgage Loan][Subsequent Mortgage Loan] is a MOM
Loan if the [Initial Mortgage Loan][Subsequent 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];



                                       H-1

<PAGE>

                  (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 2005-9, 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 (xvii) of the definition of the "Mortgage Loan
Schedule" in Section 1.01 of the Pooling and Servicing Agreement accurately
reflects information set forth in the Mortgage File.

                  The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any of
the [Initial Mortgage Loan][Subsequent Mortgage Loan] 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
<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-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-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-4

<PAGE>



                        Section 5.02(c) of the Agreement

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

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

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

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

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



                                       I-5
<PAGE>

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

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


                                      I-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 2005-9
                -----------------------------------------------------

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 2005-9, 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 2005-9, Class [   ]
             -----------------------------------------------------------------

Ladies and Gentlemen:

                  In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, [(b)
we are an "accredited investor," as defined in Regulation D under the Act, and
have such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d)] either (i) we are not an employee benefit plan
that is subject to the Employee Retirement Income Security Act of 1974, as
amended, or a plan or arrangement that is subject to Section 4975 of the
Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
such plan or arrangement, or using the assets of any such plan or arrangement to
effect such acquisition or (ii) if the Certificates have been the subject of an
ERISA-Qualifying Underwriting, we are an insurance company which is purchasing
such Certificates with funds contained in an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such
Certificates are covered under Sections I and III of PTCE 95-60, (e) we are
acquiring the Certificates for investment for our own account and not with a
view to any distribution of such Certificates (but without prejudice to our
right at all times to sell or otherwise dispose of the Certificates in
accordance with clause (g) below), (f) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto, or
taken any other action which would result in a violation of Section 5 of the
Act, and (g) we will not sell, transfer or otherwise dispose of any Certificates
unless (1) such sale, transfer or other disposition is made pursuant to an
effective registration statement under the Act or is exempt from such
registration requirements, and if



                                       K-1
<PAGE>

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

                  All capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement dated
as of 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 2005-9, Class [   ]
             -----------------------------------------------------------------

Ladies and Gentlemen:

                  In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) either (i) we are not an employee
benefit plan that is subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan or arrangement that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of
any such plan or arrangement, or using the assets of any such plan or
arrangement to effect such acquisition or (ii) if the Certificates have been the
subject of an ERISA-Qualifying Underwriting, we are an insurance company which
is purchasing such Certificates with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and the purchase and holding
of such Certificates are covered under Sections I and III of PTCE 95-60, (e) we
have not, nor has anyone acting on our behalf offered, transferred, pledged,
sold or otherwise disposed of the Certificates, any interest in the Certificates
or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Certificates, any interest in the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates or
any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates under
the Securities Act or that would render the disposition of the Certificates a
violation of Section 5 of the Securities Act or require registration pursuant
thereto,



                                       L-1
<PAGE>

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

                  All capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement dated
as of 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 2005-9, 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 the County of __________, State of _______________ in
         book/reel/docket _______________ of official records at page/image
         _____________.

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

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



                                       M-1
<PAGE>

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

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

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

The undersigned Master Servicer hereby acknowledges and agrees as follows:

                  (1) The Master Servicer shall hold and retain possession of
         the Documents in trust for the benefit of the Trust Fund, solely for
         the purposes provided in the Pooling and Servicing Agreement.

                  (2) The Master Servicer shall not cause or knowingly permit
         the Documents to become subject to, or encumbered by, any claim, liens,
         security interest, charges, writs of attachment or other impositions
         nor shall the Master Servicer assert or seek to assert any claims or
         rights of setoff to or against the Documents or any proceeds thereof.

                  (3) The Master Servicer shall return each and every Document
         previously requested from the Mortgage File to the 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 2005-9

__________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN
OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER
SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE [PURCHASE PRICE]
[MORTGAGE LOAN REPURCHASE PRICE] FOR SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE
MORTGAGE LOANS HAVE BEEN LIQUIDATED AND THE RELATED [INSURANCE PROCEEDS]
[LIQUIDATION PROCEEDS] HAVE BEEN DEPOSITED PURSUANT TO SECTION 3.13 OF THE
POOLING AND SERVICING AGREEMENT.] [A REPLACEMENT MORTGAGE LOAN HAS BEEN
DELIVERED TO THE TRUSTEE IN THE MANNER AND OTHERWISE IN ACCORDANCE WITH THE
CONDITIONS SET FORTH IN SECTIONS 2.02 AND 2.03 OF THE POOLING AND SERVICING
AGREEMENT.]

LOAN NUMBER:_______________                 BORROWER'S NAME:_____________

COUNTY:____________________

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]
[no] opinion is required by Section 2.05 [and is attached hereto].]

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO SECTION
3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.

____________                                         _____________________
                                                     DATED:____________

/ /                                                  VICE PRESIDENT
/ /                                                  ASSISTANT VICE PRESIDENT


                                      N-1

<PAGE>


                                                                       Exhibit O

                            Exhibit O is a photocopy
                           of the Depository Agreement
                                  as delivered.

                [See appropriate documents delivered at closing.]










                                       O-1


<PAGE>



                                    EXHIBIT P



                      FORM OF SUBSEQUENT TRANSFER AGREEMENT

                  SUBSEQUENT TRANSFER AGREEMENT, dated as of ____________,
200[_] (this "Subsequent Transfer Agreement"), among CWABS, INC., a Delaware
corporation, as depositor (the "Depositor"), COUNTRYWIDE HOME LOANS, INC., a New
York corporation, in its capacity as a seller under the Pooling and Servicing
Agreement referred to below ("CHL"), PARK MONACO INC., a Delaware corporation,
in its capacity as a seller under the Pooling and Servicing Agreement ("Park
Monaco"), PARK SIENNA LLC, a Delaware limited liability company, in its capacity
as a seller under the Pooling and Servicing Agreement ("Park Sienna" and,
together with CHL and Park Monaco, the "Sellers") and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee");

                  WHEREAS, the Depositor, CHL, Park Monaco, Park Sienna, the
Trustee and Countrywide Home Loans Servicing LP, as Master Servicer, 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 2005-9 (capitalized terms not otherwise
defined herein are used as defined in the Pooling and Servicing Agreement);

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

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

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

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

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

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

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

                                      P-1

<PAGE>

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

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

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

                                      P-2

<PAGE>



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



                                     CWABS, INC.,
                                        as Depositor



                                     By: __________________________________
                                         Name:
                                         Title:



                                     COUNTRYWIDE HOME LOANS, INC.,
                                        as a Seller



                                     By: __________________________________
                                         Name:
                                         Title:



                                     PARK MONACO INC.,
                                         as a Seller



                                     By: __________________________________
                                         Name:
                                         Title:



                                     PARK SIENNA LLC,
                                         as a Seller



                                     By: __________________________________
                                         Name:
                                         Title:

                                      P-3
<PAGE>



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



                                     By:___________________________________
                                         Name:
                                         Title:


                                      P-4

<PAGE>



                                                                         Annex I

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


                                      P-5

<PAGE>


                                   EXHIBIT Q-1

                      FORM OF CLASS 1-A-1 CORRIDOR CONTRACT

                [See appropriate documents delivered at closing.]







                                      Q-1-1


<PAGE>


                                   EXHIBIT Q-2

                       FORM OF CLASS 2-A CORRIDOR CONTRACT

                [See appropriate documents delivered at closing.]





                                      Q-2-1


<PAGE>



                                   EXHIBIT Q-3

                      FORM OF SUBORDINATE CORRIDOR CONTRACT

                [See appropriate documents delivered at closing.]







                                      Q-3-1



<PAGE>



                                    EXHIBIT R

               FORM OF CORRIDOR CONTRACT ADMINISTRATION AGREEMENT


                       [See document delivered at closing]













                                       R-1




<PAGE>



                                    EXHIBIT S

                 FORM OF CORRIDOR CONTRACT ASSIGNMENT AGREEMENT

                       [See document delivered at closing]










                                       S-1



<PAGE>



                                    EXHIBIT T


                OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                           ASSET-BACKED CERTIFICATES,
                                  Series 2005-9

                                     [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


-------------------------------------------------------------------------------
Loan Number             Clause 2:  Yes/No          Clause 3:  (i) or (ii)
-------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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



                                      T-3

<PAGE>



                                   SCHEDULE I

            PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY


         [Delivered to Trustee at closing and on file with the Trustee.]





                                          S-I-1


<PAGE>



                                   SCHEDULE II

                               COLLATERAL SCHEDULE


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Characteristic                                                      Applicable      Loan Group 1   Loan Group 2
                                                                     Section
------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>            <C>
Single-Family Detached Dwellings                                   2.03(b)(32)         73.78%         72.26%
------------------------------------------------------------------------------------------------------------------
Two- to Four-Family Dwellings                                      2.03(b)(32)         4.23%           2.30%
------------------------------------------------------------------------------------------------------------------
Low-Rise Condominium Units                                         2.03(b)(32)          5.61%          4.94%
------------------------------------------------------------------------------------------------------------------
High-Rise Condominium Units                                        2.03(b)(32)         0.43%           0.65%
------------------------------------------------------------------------------------------------------------------
Manufactured Housing                                               2.03(b)(32)          0.00%          0.00%
------------------------------------------------------------------------------------------------------------------
PUDs                                                               2.03(b)(32)         15.95%         19.86%
------------------------------------------------------------------------------------------------------------------
Earliest Origination Date                                          2.03(b)(33)        1/7/1998      11/10/1997
------------------------------------------------------------------------------------------------------------------
Prepayment Penalty                                                 2.03(b)(35)         67.58%         70.22%
------------------------------------------------------------------------------------------------------------------
Investor Properties                                                2.03(b)(36)         1.39%           1.56%
------------------------------------------------------------------------------------------------------------------
Primary Residences                                                 2.03(b)(36)         98.01%         97.64%
------------------------------------------------------------------------------------------------------------------
Lowest Current Mortgage Rate                                       2.03(b)(48)         5.000%         4.950%
------------------------------------------------------------------------------------------------------------------
Highest Current Mortgage Rate                                      2.03(b)(48)         16.750%        14.750%
------------------------------------------------------------------------------------------------------------------
Weighted Average Current Mortgage Rate                             2.03(b)(48)          7.741%        7.557%
------------------------------------------------------------------------------------------------------------------
Lowest Gross Margin                                                2.03(b)(51)         1.500%         3.500%
------------------------------------------------------------------------------------------------------------------
Highest Gross Margin                                               2.03(b)(51)        11.700%         11.550%
------------------------------------------------------------------------------------------------------------------
Weighted Average Gross Margin                                      2.03(b)(51)         6.961%         6.906%
------------------------------------------------------------------------------------------------------------------
Date on or before which each Initial Mortgage Loan has a Due
Date                                                               2.03(b)(52)       10/1/2005       10/1/2005
------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                Adjustable Rate Mortgage
                                               Loans (other than Two-Year                          Three-Year
                   Applicable                     and Three-Year Hybrid      Two-Year Hybrid     Hybrid Mortgage
Adjustment Date     Section        Group            Mortgage Loans)           Mortgage Loans         Loans
-----------------------------------------------------------------------------------------------------------------
<S>                <C>               <C>                <C>                     <C>                <C>
    Latest                            1                  3/1/2006                10/1/2007          10/1/2008
     Next
  Adjustment                    ---------------------------------------------------------------------------------
     Date          2.03(b)(34)        2                  3/1/2006                10/1/2007          10/1/2008
-----------------------------------------------------------------------------------------------------------------
</TABLE>



                                         S-II-1