EXHIBIT 4.1



                                      6
<PAGE>


                                                                   Exhibit 4.1


                                                                EXECUTION COPY





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




                                 CWMBS, INC.,
                                   Depositor

                        GOLDMAN SACHS MORTGAGE COMPANY,
                                    Seller

                     COUNTRYWIDE HOME LOANS SERVICING LP,
                                Master Servicer

                                      and

                             THE BANK OF NEW YORK,
                                    Trustee

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

                        POOLING AND SERVICING AGREEMENT

                          Dated as of January 1, 2005

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



                    CHL MORTGAGE PASS-THROUGH TRUST 2005-4


               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-4




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


<PAGE>


<TABLE>
<CAPTION>

                                           Table of Contents
                                                                                                 Page
                                                                                                 ----

                                               ARTICLE I

                                              DEFINITIONS


                                              ARTICLE II

                                     CONVEYANCE OF MORTGAGE LOANS;
                                    REPRESENTATIONS AND WARRANTIES

<S>                                                                                           <C>
SECTION 2.01.    Conveyance of Mortgage Loans......................................................34
SECTION 2.02.    Acceptance by Trustee of the Mortgage Loans.......................................37
SECTION 2.03.    Representations, Warranties and Covenants of the Seller and Master
                 Servicer..........................................................................39
SECTION 2.04.    Representations and Warranties of the Depositor as to the Mortgage Loans..........41
SECTION 2.05.    Delivery of Opinion of Counsel in Connection with Substitutions...................41
SECTION 2.06.    Execution and Delivery of Certificates............................................42
SECTION 2.07.    REMIC Matters.....................................................................42
SECTION 2.08.    Covenants of the Master Servicer..................................................42

                                              ARTICLE III

                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 3.01.    Master Servicer to Service Mortgage Loans.........................................43
SECTION 3.02.    Subservicing; Enforcement of the Obligations of Servicers.........................44
SECTION 3.03.    Rights of the Depositor and the Trustee in Respect of the Master Servicer.........44
SECTION 3.04.    Trustee to Act as Master Servicer.................................................45
SECTION 3.05.    Collection of Mortgage Loan Payments; Certificate Account; Distribution
                 Account; Carryover Shortfall Reserve Fund.........................................45
SECTION 3.06.    Collection of Taxes, Assessments and Similar Items; Escrow Accounts...............49
SECTION 3.07.    Access to Certain Documentation and Information Regarding the Mortgage
                 Loans.............................................................................49
SECTION 3.08.    Permitted Withdrawals from the Certificate Account; the Distribution
                 Account and the Carryover Shortfall Reserve Fund..................................50
SECTION 3.09.    Maintenance of Hazard Insurance; Maintenance of Primary Insurance
                 Policies..........................................................................52


                                                  i
<PAGE>


SECTION 3.10.    Enforcement of Due-on-Sale Clauses; Assumption Agreements.........................53
SECTION 3.11.    Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
                 Loans.............................................................................54
SECTION 3.12.    Trustee to Cooperate; Release of Mortgage Files...................................58
SECTION 3.13.    Documents, Records and Funds in Possession of Master Servicer to be Held
                 for the Trustee...................................................................59
SECTION 3.14.    Servicing Compensation............................................................59
SECTION 3.15.    Access to Certain Documentation...................................................59
SECTION 3.16.    Annual Statement as to Compliance.................................................60
SECTION 3.17.    Annual Independent Public Accountants' Servicing Statement; Financial
                 Statements........................................................................60
SECTION 3.18.    Errors and Omissions Insurance; Fidelity Bonds....................................61
SECTION 3.19.    Notification of Adjustments.......................................................61

                                              ARTICLE IV

                           DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

SECTION 4.01.    Advances..........................................................................62
SECTION 4.02.    Priorities of Distribution........................................................63
SECTION 4.03.    Allocation of Net Deferred Interest...............................................67
SECTION 4.04.    Allocation of Realized Losses.....................................................69
SECTION 4.05.    Cross-Collateralization; Adjustments to Available Funds...........................70
SECTION 4.06.    Monthly Statements to Certificateholders..........................................71
SECTION 4.07.    [Reserved]........................................................................73
SECTION 4.08.    Determination of Pass-Through Rates for LIBOR Certificates........................73

                                               ARTICLE V

                                           THE CERTIFICATES

SECTION 5.01.    The Certificates..................................................................75
SECTION 5.02.    Certificate Register; Registration of Transfer and Exchange of
                 Certificates......................................................................75
SECTION 5.03.    Mutilated, Destroyed, Lost or Stolen Certificates.................................80
SECTION 5.04.    Persons Deemed Owners.............................................................80
SECTION 5.05.    Access to List of Certificateholders' Names and Addresses.........................80
SECTION 5.06.    Maintenance of Office or Agency...................................................81

                                              ARTICLE VI

                                 THE DEPOSITOR AND THE MASTER SERVICER

SECTION 6.01.    Respective Liabilities of the Depositor and the Master Servicer...................82
SECTION 6.02.    Merger or Consolidation of the Depositor or the Master Servicer...................82


                                                  ii
<PAGE>


SECTION 6.03.    Limitation on Liability of the Depositor, the Seller, the Master Servicer
                 and Others........................................................................82
SECTION 6.04.    Limitation on Resignation of Master Servicer......................................83

                                              ARTICLE VII

                                                DEFAULT

SECTION 7.01.    Events of Default.................................................................84
SECTION 7.02.    Trustee to Act; Appointment of Successor..........................................85
SECTION 7.03.    Notification to Certificateholders................................................87

                                             ARTICLE VIII

                                        CONCERNING THE TRUSTEE

SECTION 8.01.    Duties of Trustee.................................................................88
SECTION 8.02.    Certain Matters Affecting the Trustee.............................................89
SECTION 8.03.    Trustee Not Liable for Certificates or Mortgage Loans.............................90
SECTION 8.04.    Trustee May Own Certificates......................................................90
SECTION 8.05.    Trustee's Fees and Expenses.......................................................90
SECTION 8.06.    Eligibility Requirements for Trustee..............................................91
SECTION 8.07.    Resignation and Removal of Trustee................................................91
SECTION 8.08.    Successor Trustee.................................................................92
SECTION 8.09.    Merger or Consolidation of Trustee................................................92
SECTION 8.10.    Appointment of Co-Trustee or Separate Trustee.....................................93
SECTION 8.11.    Tax Matters.......................................................................94

                                              ARTICLE IX

                                              TERMINATION

SECTION 9.01.    Termination upon Liquidation or Purchase of all Mortgage Loans....................97
SECTION 9.02.    Final Distribution on the Certificates............................................97
SECTION 9.03.    Additional Termination Requirements...............................................99
SECTION 9.04.    Auction of the Mortgage Loans and REO Properties.................................100

                                               ARTICLE X

                                       MISCELLANEOUS PROVISIONS

SECTION 10.01.   Amendment........................................................................102
SECTION 10.02.   Recordation of Agreement; Counterparts...........................................103
SECTION 10.03.   Governing Law....................................................................104
SECTION 10.04.   Intention of Parties.............................................................104
SECTION 10.05.   Notices..........................................................................104
SECTION 10.06.   Severability of Provisions.......................................................105


                                                 iii
<PAGE>


SECTION 10.07.   Assignment.......................................................................105
SECTION 10.08.   Limitation on Rights of Certificateholders.......................................106
SECTION 10.09.   Inspection and Audit Rights......................................................106
SECTION 10.10.   Certificates Nonassessable and Fully Paid........................................107
SECTION 10.11.   [Reserved].......................................................................107
SECTION 10.12.   Protection of Assets.............................................................107


                                                  iv
<PAGE>


                                               SCHEDULES

Schedule I:      Mortgage Loan Schedule.........................................................S-I-1
Schedule II:     Representations and Warranties of the Seller..................................S-II-1
Schedule III:    Representations and Warranties of the Seller as to the
                 Mortgage Loans...............................................................S-III-1
Schedule IV:     Representations and Warranties of the Master Servicer.........................S-IV-1
Schedule V:      Principal Balance Schedules [if applicable]....................................S-V-1
Schedule VI:     Form of Monthly Master Servicer Report........................................S-VI-1


                                               EXHIBITS

Exhibit A:       Form of Senior Certificate (excluding Notional Amount Certificates, if any)......A-1
Exhibit B:       Form of Subordinated Certificate.................................................B-1
Exhibit C:       Form of Class A-R Certificates (if any)..........................................C-1
Exhibit D:       Form of Notional Amount Certificate..............................................D-1
Exhibit E:       Form of Reverse of Certificates..................................................E-1
Exhibit F:       Form of Initial Certification of Trustee ........................................F-1
Exhibit G:       [Reserved] ......................................................................G-1
Exhibit H:       Form of Final Certification of Trustee...........................................H-1
Exhibit I:       Form of Transfer Affidavit.......................................................I-1
Exhibit J-1:     Form of Transferor Certificate (Residual)........................................J-1
Exhibit J-2:     Form of Transferor Certificate (Private).........................................J-2
Exhibit K:       Form of Investment Letter [Non-Rule 144A]........................................K-1
Exhibit L:       Form of Rule 144A Letter.........................................................L-1
Exhibit M:       Form of Request for Release (for Trustee)........................................M-1
Exhibit N:       Form of Request for Release of Documents (Mortgage Loan) Paid in Full,
                 Repurchased and Replaced)........................................................N-1
Exhibit O:       [Reserved].......................................................................O-1
Exhibit P:       [Reserved].......................................................................P-1
Exhibit Q:       Standard & Poor's LEVELS(R) Version 5.6 Glossary Revised, Appendix E.............Q-1

</TABLE>

                                                  v
<PAGE>


     THIS POOLING AND SERVICING AGREEMENT, dated as of January 1, 2005, among
CWMBS, INC., a Delaware corporation, as depositor (the "Depositor"), GOLDMAN
SACHS MORTGAGE COMPANY ("Goldman Sachs"), a New York limited partnership, as
seller (the "Seller"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited
partnership, as master servicer (the "Master Servicer"), and THE BANK OF NEW
YORK, a banking corporation organized under the laws of the State of New York,
as trustee (the "Trustee").

                                WITNESSETH THAT

     In consideration of the mutual agreements contained in this Agreement,
the parties to this Agreement agree as follows:

                             PRELIMINARY STATEMENT

     The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates. As provided herein, the Trustee
will elect that the Trust Fund, other than the Carryover Shortfall Reserve
Fund, be treated for federal income tax purposes as comprising four real
estate mortgage investment conduits (each a "REMIC" or, in the alternative,
the "Lower Tier REMIC A," the "Lower Tier REMIC B," the "Middle Tier REMIC"
and the "Master REMIC," respectively). The Lower Tier REMIC A will hold as
assets all property of the Trust Fund, other than the Carryover Shortfall
Reserve Fund, and will be evidenced by (i) the Lower Tier REMIC A Regular
Interests, which will be uncertificated and will represent the "REMIC regular
interests" in the Lower Tier REMIC A, and (ii) the Class LTA-A-R Interest,
which will represent the "REMIC residual interest" in the Lower Tier REMIC A.
The Lower Tier REMIC B will hold as assets the Lower Tier REMIC A Regular
Interests and will be evidenced (i) by the Lower Tier REMIC B Regular
Interests, which will be uncertificated and will represent the REMIC regular
interests in the Lower Tier REMIC B, and (ii) the Class LTB-A-R Interest,
which will represent the REMIC residual interest in the Lower Tier REMIC B.
The Middle Tier REMIC will hold as assets the Lower Tier B REMIC Regular
Interests and will be evidenced (i) by the Middle Tier REMIC Regular
Interests, which will be uncertificated and will represent the REMIC regular
interests in the Middle Tier REMIC, and (ii) the Class MT-A-R Interest, which
will represent the REMIC residual interest in the Middle Tier REMIC. The
Master REMIC will hold as assets the Middle Tier REMIC Regular Interests and
will be evidenced by the Certificates, each of which (other than the Class A-R
Certificate) will represent ownership of one or more REMIC regular interests
in the Master REMIC. The Class A-R Certificate will represent ownership of the
sole Class of the REMIC residual interest in each of the Lower Tier REMIC A,
the Lower Tier REMIC B, the Middle Tier REMIC and the Master REMIC. The latest
possible maturity date, for federal income tax purposes, of all REMIC regular
interests created herein shall be the Latest Possible Maturity Date.


<PAGE>


     The following table specifies the Class designation, interest rate, and
principal amount for each Class of Lower Tier REMIC A Interests:

<TABLE>
<CAPTION>

                                                                             Pass-Through          Corresponding
Lower Tier REMIC A Interests                          Initial Balance            Rate                Loan Group
------------------------------------------------   --------------------   ------------------    ---------------------
<S>                                                         <C>                   <C>                   <C>
LTA-A-1 (0.9% of SP Gr. 1)..................                (1)                   (2)                    1
LTA-B-1 (0.1% of SP Gr. 1)..................                (1)                   (2)                    1
LTA-C-1 (0.9% of ASP Gr. 1).................                (1)                   (2)                    1
LTA-D-1 (0.1% of ASP Gr. 1).................                (1)                   (2)                    1
LTA-E-1 (Excess of Gr. 1)...................                (1)                   (2)                    1
LTA-A-2 (0.9% of SP Gr. 2)..................                (1)                   (2)                    2
LTA-B-2 (0.1% of SP Gr. 2)..................                (1)                   (2)                    2
LTA-C-2 (0.9% of ASP Gr. 2).................                (1)                   (2)                    2
LTA-D-2 (0.1% of ASP Gr. 2).................                (1)                   (2)                    2
LTA-E-2 (Excess of Gr. 2)...................                (1)                   (2)                    2
LTA-A-3 (0.9% of SP Gr. 3)..................                (1)                   (2)                    3
LTA-B-3 (0.1% of SP Gr. 3)..................                (1)                   (2)                    3
LTA-C-3 (0.9% of ASP Gr. 3).................                (1)                   (2)                    3
LTA-D-3 (0.1% of ASP Gr. 3).................                (1)                   (2)                    3
LTA-E-3 (Excess of Gr. 3)...................                (1)                   (2)                    3
LTA-A-4 (0.9% of SP Gr. 4)..................                (1)                   (2)                    4
LTA-B-4 (0.1% of SP Gr. 4)..................                (1)                   (2)                    4
LTA-C-4 (0.9% of ASP Gr. 4).................                (1)                   (2)                    4
LTA-D-4 (0.1% of ASP Gr. 4).................                (1)                   (2)                    4
LTA-E-4 (Excess of Gr. 4)...................                (1)                   (2)                    4
LTA-A-5 (0.9% of SP Gr. 5)..................                (1)                   (2)                    5
LTA-B-5 (0.1% of SP Gr. 5)..................                (1)                   (2)                    5
LTA-C-5 (0.9% of ASP Gr. 5).................                (1)                   (2)                    5
LTA-D-5 (0.1% of ASP Gr. 5).................                (1)                   (2)                    5
LTA-E-5 (Excess of Gr. 5)...................                (1)                   (2)                    5
LTA-A-6 (0.9% of SP Gr. 6)..................                (1)                   (2)                    6
LTA-B-6 (0.1% of SP Gr. 6)..................                (1)                   (2)                    6
LTA-C-6 (0.9% of ASP Gr. 6).................                (1)                   (2)                    6
LTA-D-6 (0.1% of ASP Gr. 6).................                (1)                   (2)                    6
LTA-E-6 (Excess of Gr. 6)...................                (1)                   (2)                    6
LTA-A-R.....................................                (3)                   (3)                   N/A

</TABLE>

---------------
(1)  With respect to the Interests, each Lower Tier REMIC A Interest having an
     "A" designation (each, an "LTA-A Interest") will have a principal balance
     initially equal to 0.9% of the Subordinated Portion ("SP") of its
     Corresponding Loan Group. Each Lower Tier REMIC A Interest having a "B"
     designation (each, an "LTA-B Interest") will have a principal balance
     initially equal to 0.1% of the SP of its Corresponding Loan Group. Each
     Lower Tier REMIC A Interest having a "C" designation (each, an "LTA-C
     Interest") will have a principal balance initially equal to 0.9% of the
     Adjusted Subordinated Portion ("ASP") of its Corresponding Loan Group.
     Each Lower Tier REMIC A Interest having a "D" designation (each, an
     "LTA-D Interest") will have a principal balance initially equal to 0.1%
     of the ASP of its Corresponding Loan Group.


                                      2
<PAGE>


     The initial principal balance of each Lower Tier REMIC A Interest having
     an "E" designation (each, an "LTA-E Interest") will equal the excess of
     its Corresponding Loan Group over the initial aggregate principal
     balances of the LTA-A, LTA-B, LTA-C and LTA-D Interests corresponding to
     such Loan Group.

(2)  A Rate equal to the weighted average of the Adjusted Net Mortgage Rates
     of the Mortgage Loans of the Corresponding Loan Group.

(3)  The Lower Tier REMIC A Interest is the sole class of residual interest in
     Lower Tier REMIC A. It has no principal balance and pays no principal or
     interest.

     On each Distribution Date, the Available Funds shall be distributed with
     respect to the Lower Tier REMIC A Interests in the following manner:

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

(2)  Principal if no Cross-Over Situation Exists. If no Cross-Over Situation
     exists with respect to any Lower Tier REMIC A Interest, then principal
     amounts distributable with respect to each Loan Group will be allocated:
     first to cause the Loan Group's corresponding LTA-A, LTA-B, LTA-C and
     LTA-D Interests to equal, respectively, 0.9% of the SP, 0.1% of the SP,
     0.9% of the ASP and 0.1% of the ASP, of the Corresponding Loan Group, and
     then to the corresponding LTA-E Interest.

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

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

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

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

     (c) The outstanding aggregate LTA-A and LTA-B Interests for all Loan
Groups will not be reduced below 1 percent of the excess of (i) the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date over
(ii) the Senior Certificates related to the Loan


                                      3
<PAGE>


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 LTA-A and LTA-B Interests of a Loan Group,
and if the Loan Group's corresponding LTA-E Interest has already been reduced
to zero, then the excess principal from that Loan Group will be paid to the
LT-E Interest of the other Loan Groups, the aggregate LTA-A and LTA-B
Interests of which are less than one percent of the Subordinated Portion. If
the Loan Group of the corresponding LTA-E Interest that receives such payment
has a weighted average Adjusted Net Mortgage Rate below the Weighted Average
Adjusted Net Mortgage Rate of the Loan Group making the payment, then the
payment will be treated by Lower Tier REMIC A as a Realized Loss. Conversely,
if the Loan Group of the LTA-E Interest that receives such payment has a
Weighted Average Adjusted Net Mortgage Rate above the Weighted Average
Adjusted Net Mortgage Rate of the Loan Group making the payment, then the
payment will be treated by Lower Tier REMIC A as a reimbursement for prior
Realized Losses.

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

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

     (e) if the Calculation Rate in respect of the outstanding LTA-C and LTA-D
Interests is greater than the Adjusted Subordinate Weighted Average Rate,
Principal Relocation Payments will be made proportionately to the outstanding
LTA-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 LTA-C and LTA-D Interests
to equal the Adjusted Subordinate Weighted Average Rate. With respect to each
Loan Group, if (and to the extent that) the sum of (a) the principal payments
comprising the Principal Remittance Amount for the related Distribution Date
and (b) the Realized Losses, are insufficient to make the necessary reductions
of principal on the LTA-C and LTA-D Interests, then interest will be added to
the Loan Group's LTA-E Interest.

     (f) The outstanding aggregate LTA-C and LTA-D Interests for all Loan
Groups will not be reduced below 1 percent of the excess of (i) the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date 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 LTA-C and LTA-D Interests of a Loan Group,
and if the Loan Group's LTA-E Interest has already been reduced to zero, then
the excess principal from that Loan Group will be paid to the LTA-E Interest
of the other Loan Groups, the aggregate LTA-C and LTA-D Interests of which are
less than one percent of the Adjusted Subordinated Portion. If the Loan Group
of the LTA-E Interest that receives such payment has a Weighted Average
Adjusted Net Mortgage Rate below the Weighted Average Adjusted Net Mortgage


                                      4
<PAGE>


Rate of the Loan Group making the payment, then the payment will be treated by
Lower Tier REMIC A as a Realized Loss. Conversely, if the Loan Group of the
LTA-E Interest that receives such payment has a Weighted Average Adjusted Net
Mortgage Rate above the Weighted Average Adjusted Net Mortgage Rate of the
Loan Group making the payment, then the payment will be treated by Lower Tier
REMIC A as a reimbursement for prior Realized Losses.

     The following table specifies the Class designation, interest rate, and
principal amount for each Class of Lower Tier REMIC B Interests:

<TABLE>
<CAPTION>

------------------------- -------------------------- ------------------ ------------------------- --------------------------
                                                                              Corresponding
    Lower Tier                 Initial Principal                            Middle Tier REMIC             Designated
  REMIC B Interest                  Balance            Interest Rate            Interest             Termination  Date (13)
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     <S>                          <C>                       <C>                   <C>                        <C>
     LTB-1-1                        8,150,129.17            (3)                   (10)                        February 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-2                        7,753,981.50            (3)                   (10)                           March 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-3                        7,460,761.63            (3)                   (10)                           April 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-4                        7,192,133.79            (3)                   (10)                             May 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-5                        6,933,132.12            (3)                   (10)                            June 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-6                        6,683,412.29            (3)                   (10)                            July 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-7                        6,442,642.29            (3)                   (10)                          August 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-8                        6,210,501.93            (3)                   (10)                       September 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-9                        5,986,682.50            (3)                   (10)                         October 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-10                       5,770,886.28            (3)                   (10)                        November 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-11                       5,592,781.17            (3)                   (10)                        December 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-12                       5,390,394.86            (3)                   (10)                         January 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-13                       5,194,863.31            (3)                   (10)                        February 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-14                       5,006,372.53            (3)                   (10)                           March 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-15                       4,824,669.59            (3)                   (10)                           April 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-16                       4,649,510.64            (3)                   (10)                             May 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-17                       4,480,660.55            (3)                   (10)                            June 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-18                       4,317,892.60            (3)                   (10)                            July 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-19                       4,160,988.27            (3)                   (10)                          August 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-20                       4,009,736.78            (3)                   (10)                       September 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-21                       3,580,546.34            (3)                   (10)                         October 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-22                       3,445,626.00            (3)                   (10)                        November 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-23                       3,320,232.63            (3)                   (10)                        December 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-24                       3,194,856.81            (3)                   (10)                         January 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-25                       3,073,969.27            (3)                   (10)                        February 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-26                       2,957,541.31            (3)                   (10)                           March 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-27                       2,845,410.70            (3)                   (10)                           April 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-28                       2,737,421.04            (3)                   (10)                             May 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-29                       2,633,421.60            (3)                   (10)                            June 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-30                       2,533,267.06            (3)                   (10)                            July 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-31                       2,436,817.37            (3)                   (10)                          August 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-32                       2,343,937.53            (3)                   (10)                       September 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-33                       2,254,497.41            (3)                   (10)                         October 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-34                       2,168,371.62            (3)                   (10)                        November 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-35                       2,088,373.12            (3)                   (10)                        December 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-36                       2,008,378.51            (3)                   (10)                         January 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------


                                                                5
<PAGE>


------------------------- -------------------------- ------------------ ------------------------- --------------------------
                                                                              Corresponding
    Lower Tier                 Initial Principal                            Middle Tier REMIC             Designated
  REMIC B Interest                  Balance            Interest Rate            Interest             Termination  Date (13)
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-37                       1,722,248.39            (3)                   (10)                        February 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-38                       1,659,615.59            (3)                   (10)                           March 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-39                       1,599,250.67            (3)                   (10)                           April 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-40                       1,541,071.86            (3)                   (10)                             May 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-41                       1,485,000.23            (3)                   (10)                            June 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-1-42                      39,104,011.14            (3)                   (10)                            July 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-2-1                      254,812,000.00            (4)                   N/A                        N/A
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-1                        3,147,524.39            (5)                   (11)                        February 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-2                        3,016,345.37            (5)                   (11)                           March 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-3                        2,924,989.68            (5)                   (11)                           April 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-4                        2,836,954.91            (5)                   (11)                             May 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-5                        2,751,551.20            (5)                   (11)                            June 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-6                        2,668,700.12            (5)                   (11)                            July 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-7                        2,588,325.59            (5)                   (11)                          August 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-8                        2,510,353.80            (5)                   (11)                       September 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-9                        2,434,713.13            (5)                   (11)                         October 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-10                       2,361,334.08            (5)                   (11)                        November 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-11                       2,304,805.68            (5)                   (11)                        December 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-12                       2,234,961.68            (5)                   (11)                         January 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-13                       2,167,106.16            (5)                   (11)                        February 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-14                       2,101,289.52            (5)                   (11)                           March 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-15                       2,037,450.71            (5)                   (11)                           April 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-16                       1,975,530.53            (5)                   (11)                             May 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-17                       1,915,471.47            (5)                   (11)                            June 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-18                       1,857,217.84            (5)                   (11)                            July 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-19                       1,800,715.53            (5)                   (11)                          August 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-20                       1,745,912.09            (5)                   (11)                       September 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-21                       1,692,756.60            (5)                   (11)                         October 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-22                       1,641,199.70            (5)                   (11)                        November 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-23                       1,592,629.04            (5)                   (11)                        December 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-24                       1,544,092.23            (5)                   (11)                         January 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-25                       1,388,748.05            (5)                   (11)                        February 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-26                       1,344,895.96            (5)                   (11)                           March 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-27                       1,302,392.86            (5)                   (11)                           April 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-28                       1,261,197.86            (5)                   (11)                             May 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-29                       1,221,271.31            (5)                   (11)                            June 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-30                       1,182,574.72            (5)                   (11)                            July 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-31                       1,145,070.82            (5)                   (11)                          August 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-32                       1,108,723.39            (5)                   (11)                       September 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-33                       1,073,497.37            (5)                   (11)                         October 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-34                       1,039,358.67            (5)                   (11)                        November 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-35                       1,007,315.06            (5)                   (11)                        December 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-36                         975,228.74            (5)                   (11)                         January 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-37                         854,898.95            (5)                   (11)                        February 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-38                         828,896.73            (5)                   (11)                           March 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-39                         803,680.26            (5)                   (11)                           April 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------


                                                                6
<PAGE>


------------------------- -------------------------- ------------------ ------------------------- --------------------------
                                                                              Corresponding
    Lower Tier                 Initial Principal                            Middle Tier REMIC             Designated
  REMIC B Interest                  Balance            Interest Rate            Interest             Termination  Date (13)
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-40                         779,225.94            (5)                   (11)                             May 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-41                         755,510.83            (5)                   (11)                            June 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-3-42                      23,856,581.43            (5)                   (11)                            July 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-1                        8,831,437.37            (6)                   (12)                        February 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-2                        8,419,532.85            (6)                   (12)                           March 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-3                        8,014,668.41            (6)                   (12)                           April 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-4                        7,673,540.06            (6)                   (12)                             May 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-5                        7,346,869.19            (6)                   (12)                            June 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-6                        7,034,044.04            (6)                   (12)                            July 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-7                        6,734,478.71            (6)                   (12)                          August 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-8                        6,447,612.09            (6)                   (12)                       September 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-9                        6,172,906.72            (6)                   (12)                         October 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-10                       5,909,847.88            (6)                   (12)                        November 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-11                       5,678,390.78            (6)                   (12)                        December 2005
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-12                       5,435,360.59            (6)                   (12)                         January 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-13                       5,202,666.78            (6)                   (12)                        February 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-14                       4,979,870.55            (6)                   (12)                           March 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-15                       4,766,551.74            (6)                   (12)                           April 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-16                       4,562,307.96            (6)                   (12)                             May 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-17                       4,366,753.89            (6)                   (12)                            June 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-18                       3,870,456.82            (6)                   (12)                            July 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-19                       3,698,370.00            (6)                   (12)                          August 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-20                       3,533,759.37            (6)                   (12)                       September 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-21                       3,376,304.13            (6)                   (12)                         October 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-22                       3,225,697.17            (6)                   (12)                        November 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-23                       3,084,011.19            (6)                   (12)                        December 2006
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-24                       2,946,022.77            (6)                   (12)                         January 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-25                       2,814,050.68            (6)                   (12)                        February 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-26                       2,687,836.14            (6)                   (12)                           March 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-27                       2,567,131.53            (6)                   (12)                           April 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-28                       2,451,699.73            (6)                   (12)                             May 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-29                       2,341,313.77            (6)                   (12)                            June 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-30                       2,235,756.36            (6)                   (12)                            July 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-31                       2,134,819.49            (6)                   (12)                          August 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-32                       2,038,304.02            (6)                   (12)                       September 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-33                       1,946,019.34            (6)                   (12)                         October 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-34                       1,857,782.99            (6)                   (12)                        November 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-35                       1,774,853.15            (6)                   (12)                        December 2007
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-36                       1,694,065.91            (6)                   (12)                         January 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-37                       1,414,761.05            (6)                   (12)                        February 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-38                       1,354,117.85            (6)                   (12)                           March 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-39                       1,296,065.58            (6)                   (12)                           April 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-40                       1,240,493.82            (6)                   (12)                             May 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-41                       1,187,296.92            (6)                   (12)                            June 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-4-42                      26,386,170.61            (6)                   (12)                            July 2008
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-5                        148,821,000.00            (7)                   N/A                        N/A
------------------------- -------------------------- ------------------ ------------------------- --------------------------


                                                                7
<PAGE>


------------------------- -------------------------- ------------------ ------------------------- --------------------------
                                                                              Corresponding
    Lower Tier                 Initial Principal                            Middle Tier REMIC             Designated
  REMIC B Interest                  Balance            Interest Rate            Interest             Termination  Date (13)
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-6                           (1)                    (8)                   N/A                        N/A
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-M                         24,989,000.00            (9)                   MT-M                       N/A
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-B-1                       29,228,000.00            (9)                  MT-B-1                      N/A
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-B-2                       14,874,000.00            (9)                  MT-B-2                      N/A
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-B-3                       16,063,000.00            (9)                  MT-B-3                      N/A
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-B-4                        6,545,000.00            (9)                  MT-B-4                      N/A
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-B-5                        4,759,552.00            (9)                  MT-B-5                      N/A
------------------------- -------------------------- ------------------ ------------------------- --------------------------
     LTB-A-R                         (2)                    (2)                   N/A                        N/A
------------------------- -------------------------- ------------------ ------------------------- --------------------------

</TABLE>

     (1) The Initial Principal Balance of the Class LTB-6 Lower Tier REMIC B
Interest is equal to the aggregate Stated Principal Balance of the Class
6-A-1, Class 6-A-2 and Class 6-A-3 Certificates.

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

     (3) A Rate equal to the Weighted Average Adjusted Net Mortgage Rate of
Loan Group 1. This Class of Lower Tier REMIC B Interest corresponds to Loan
Group 1.

     (4) A Rate equal to the Weighted Average Adjusted Net Mortgage Rate of
Loan Group 2. This Class of Lower Tier REMIC B Interest corresponds to Loan
Group 2.

     (5) A Rate equal to the Weighted Average Adjusted Net Mortgage Rate of
Loan Group 3. This Class of Lower Tier REMIC B Interest corresponds to Loan
Group 3.

     (6) A Rate equal to the Weighted Average Adjusted Net Mortgage Rate of
Loan Group 4. This Class of Lower Tier REMIC B Interest corresponds to Loan
Group 4.

     (7) A Rate equal to the Weighted Average Adjusted Net Mortgage Rate of
Loan Group 5. This Class of Lower Tier REMIC B Interest corresponds to Loan
Group 5.

     (8) A Rate equal to the Weighted Average Adjusted Net Mortgage Rate of
Loan Group 6. This Class of Lower Tier REMIC B Interest corresponds to Loan
Group 6.

     (9) A Rate equal to the Adjusted Subordinate Weighted Average Rate.

     (10) For each Distribution Date occurring before the Designated
Termination Date, the Class MT-1-X-Fixed Middle Tier REMIC Interest is
entitled to a specified portion of the interest payable on this Lower Tier
REMIC B Interest. Specifically, for each Distribution Date, the MT-1-X-Fixed
Middle Tier REMIC Interest is entitled to interest on this Lower Tier REMIC B
Interest at a rate equal to 0.80% per annum.

     (11) For each Distribution Date occurring before the Designated
Termination Date, the Class MT-3-X-Fixed Middle Tier REMIC Interest is
entitled to a specified portion of the interest payable on this Lower Tier
REMIC B Interest. Specifically, for each Distribution Date, the MT-


                                      8
<PAGE>


3-X-Fixed Middle Tier REMIC Interest is entitled to interest on this Lower
Tier REMIC B Interest at a rate equal to 0.80% per annum.

     (12) For each Distribution Date occurring before the Designated
Termination Date, the Class MT-4-X-Fixed Middle Tier REMIC Interest is
entitled to a specified portion of the interest payable on this Lower Tier
REMIC B Interest. Specifically, for each Distribution Date, the MT-4-X-Fixed
Middle Tier REMIC Interest is entitled to interest on this Lower Tier REMIC B
Interest at a rate equal to 0.80% per annum.

     (13) The Designated Termination Date for any LTB Lower Tier REMIC B
Interest is the day after the Distribution Date for the listed month and year.

     On each Distribution Date, the Available Funds of each Loan Group shall
be distributed with respect to its corresponding Lower Tier REMIC B Interests
in the following manner:

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

     (2) Principal. Principal Amounts arising with respect to each of Loan
Group 1, Loan Group 3 and Loan Group 4, will be allocated with respect to its
corresponding Lower Tier REMIC B Interest having the lowest numeric value
until its Principal Balance is reduced to zero and thereafter shall be
allocated to the next corresponding Lower Tier REMIC B Interest having the
lowest numeric value. Principal Amounts arising with respect to Loan Group 2,
Loan Group 5 and Loan Group 6 will be allocated entirely to the single,
corresponding Lower Tier REMIC B Interest.


                                      9
<PAGE>


     The following table specifies the Class designation, interest rate, and
principal amount for each Class of Middle Tier REMIC Interests:

<TABLE>
<CAPTION>

------------------------------- ------------------------------- ------------------- ----------------------------------------
      Middle Tier REMIC                                                                   Corresponding Master REMIC
           Interest                Initial Principal Balance       Interest Rate                 Certificate
------------------------------- ------------------------------- ------------------- ----------------------------------------
<S>                                        <C>                         <C>                        <C> <C>
MT-1-A-1                                     (1)                       (10)                       Class 1-A-1
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-1-X-Accrual                               (1)                       (10)                           N/A
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-1-X-Fixed                                 (2)                       (11)                       Class 1-X-2
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-2-A-1                                     (3)                       (12)                       Class 2-A-1
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-2-X-Accrual                               (3)                       (12)                           N/A
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-3-A-1                                     (4)                       (10)                       Class 3-A-1
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-3-X-Accrual                               (4)                       (10)                           N/A
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-3-X-Fixed                                 (2)                       (13)                       Class 3-X-2
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-4-A-1                                     (5)                       (10)                       Class 4-A-1
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-4-A-2                                     (5)                       (10)                       Class 4-A-2
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-4-X-Accrual                               (5)                       (10)                           N/A
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-4-X-Fixed                                 (2)                       (14)                       Class 4-X-2
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-5-A-1                                     (6)                       (12)                       Class 5-A-1
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-5-X-Accrual                               (6)                       (12)                           N/A
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-6-A-1                                     (7)                       (12)                       Class 6-A-1
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-6-A-2                                     (7)                       (12)                       Class 6-A-2
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-6-A-3                                     (7)                       (12)                       Class 6-A-3
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-6-X-Accrual                               (7)                       (12)                           N/A
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-$100                                    $100.00                     (15)                        Class A-R
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-M                                         (8)                       (16)                         Class M
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-B-1                                       (8)                       (16)                        Class B-1
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-B-2                                       (8)                       (16)                        Class B-2
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-B-3                                       (8)                       (16)                        Class B-3
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-B-4                                       (8)                       (16)                        Class B-4
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-B-5                                       (8)                       (16)                        Class B-5
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-MX-Accrual                                (8)                       (16)                           N/A
------------------------------- ------------------------------- ------------------- ----------------------------------------
MT-A-R                                       (9)                       (9)                            N/A
------------------------------- ------------------------------- ------------------- ----------------------------------------

</TABLE>

---------------
(1)  This Middle Tier REMIC 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 MT-1-X-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 MT-1-X-Accrual Interest in such manner as to cause the
     principal balance of the MT-1-X Accrual Interest to have a principal
     balance equal to the principal balance of the Class MT-1-A-1 Interest
     (together with the MT-1-X Accrual Interest, the "MT-1 Interests") plus
     (b) 100% of the Net Deferred Interest allocated to the Class 1-X
     Certificates.

(2)  This Middle Tier REMIC Interest has no principal balance and makes no
     principal payments.


                                      10
<PAGE>


(3)  This Middle Tier REMIC 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 MT-2-X-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 MT-2-X-Accrual Interest in such manner as to cause the
     principal balance of the MT-2-X Accrual Interest to have a principal
     balance equal to the principal balance of the Class MT-2-A-1 Interest
     (together with the MT-2-X Accrual Interest, the "MT-2 Interests") plus
     (b) 100% of the Net Deferred Interest allocated to the Class 2-X
     Certificates.

(4)  This Middle Tier REMIC 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 MT-3-X-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 MT-3-X-Accrual Interest in such manner as to cause the
     principal balance of the MT-3-X Accrual Interest to have a principal
     balance equal to the principal balance of the Class MT-3-A-1 Interest
     (together with the MT-3-X Accrual Interest, the "MT-3 Interests") plus
     (b) 100% of the Net Deferred Interest allocated to the Class 3-X
     Certificates.

(5)  This Middle Tier REMIC 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 MT-4-X-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 MT-4-X-Accrual Interest in such manner as to cause the
     principal balance of the MT-4-X Accrual Interest to have a principal
     balance equal to the principal balance of the Class MT-4-A-1 and Class
     MT-4-A-2 Interests (the "MT-4-A Interests" and, together with the MT-4-X
     Accrual Interest, the "MT-4 Interests") plus (b) 100% of the Net Deferred
     Interest allocated to the Class 4-X Certificates.

(6)  This Middle Tier REMIC 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 MT-5-X-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 MT-5-X-Accrual Interest in such manner as to cause the
     principal balance of the MT-5-X Accrual Interest to have a principal
     balance equal to the principal balance of the Class MT-5-A-1 Interest
     (together with the MT-5-X Accrual Interest, the "MT-5 Interests") plus
     (b) 100% of the Net Deferred Interest allocated to the Class 5-X
     Certificates.

(7)  This Middle Tier REMIC Interest has a principal balance that is initially
     equal to 50% of its Corresponding Certificate Class issued by the Master
     REMIC. Principal payments,


                                      11
<PAGE>


     both scheduled and prepaid, Realized Losses, Subsequent Recoveries and
     interest accruing on the MT-6-X-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 MT-6-X-Accrual
     Interest in such manner as to cause the principal balance of the MT-6-X
     Accrual Interest to have a principal balance equal to the principal
     balance of the Class MT-6-A-1, Class MT-6-A-2 and Class MT-6-A-3
     Interests (the "MT-6-A Interests" and, together with the MT-6-X Accrual
     Interest, the "MT-6 Interests") plus (b) 100% of the Net Deferred
     Interest allocated to the Class 6-X Certificates.

(8)  This Middle Tier REMIC 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 MT-M-X-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 MT-M-X-Accrual Interest in such manner as to cause the
     principal balance of the MT-M-X Accrual Interest to have a principal
     balance equal to the principal balance of the Class MT-M, MT-B-1, Class
     MT-B-2, Class MT-B-3, MT-B-4 and MT-B-5 Interests (the "MT-M and MT-B
     Interests" and together with the MT-M-X Accrual Interest, the "MT-S
     Interests") plus (b) 100% of the net deferred interest allocated to the
     Class M-X Certificates.

(9)  The MT-A-R is the sole Class of residual interest in the Middle Tier
     REMIC. It pays no interest or principal.

(10) The interest rate with respect to any Distribution Date (and the related
     Interest Accrual Period) for this Middle Tier REMIC Interest is a per
     annum rate equal to the weighted average of the interest payable on the
     corresponding Lower Tier REMIC B Interests having Designated Termination
     Dates with the rate of interest payable on each such Lower Tier REMIC B
     Interest reduced by 0.80% (per annum) before the Designated Termination
     Date and by 0.00% after the Designated Termination Date.

(11) On each Distribution Date, the Class 1-X-2 Certificate is entitled to all
     of the interest payable on this Middle Tier REMIC Interest.

(12) The interest rate with respect to any Distribution Date (and the related
     Interest Accrual Period) for this Middle Tier REMIC Interest is a per
     annum rate equal to the Weighted Average Adjusted Net Mortgage Rate of
     the Mortgage Loans in the corresponding Loan Group.

(13) On each Distribution Date, the Class 3-X-2 Certificate is entitled to all
     of the interest payable on this Middle Tier REMIC Interest.

(14) On each Distribution Date, the Class 4-X-2 Certificate is entitled to all
     of the interest payable on this Middle Tier REMIC Interest.

(15) The Weighted Average Adjusted Net Mortgage Rate of Loan Group 1.


                                      12
<PAGE>


(16) The interest rate with respect to any Distribution Date (and the related
     Interest Accrual Period) for this Middle Tier REMIC Interest is a per
     annum rate equal to the Adjusted Subordinate Weighted Average Rate.

     On each Distribution Date, the Available Funds payable with respect to
the Lower Tier REMIC B Interest (other than the Class LTB-A-R Interest) shall
be distributed with respect to the Middle Tier REMIC Interests in the
following manner:

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

     (2) Principal is to be distributed with respect to each Middle Tier REMIC
Interest in the same manner and in the same amount as principal is distributed
with respect to each Middle Tier REMIC Interest's Corresponding Class or
Classes of Certificates.

     On each Distribution Date, Realized Losses (and increases in Principal
Balances attributable to Subsequent Recoveries) shall be allocated among the
Middle Tier REMIC Interests in the same manner that Realized Losses (and
increases in Class Certificate Balances attributable to Subsequent Recoveries)
are allocated among each Middle Tier REMIC Interest's Corresponding Class or
Classes of Certificates.

     The following table sets forth characteristics of the Master REMIC
Certificates, together with minimum denominations and integral multiples in
excess thereof in which such Classes shall be issuable (except that one
Certificate of each Class of Certificates may be issued in a different amount
and, in addition, one Residual Certificate representing the Tax Matters Person
Certificate may be issued in a different amount):

<TABLE>
<CAPTION>

------------------------- ---------------------- ----------------------- ------------------------ ------------------
                                                                                                     Integral
                                Initial Class         Pass-Through                                   Multiples
         Class                   Certificate              Rate                   Minimum            in Excess of
      Designation                  Balance            (per annum)             Denomination             Minimum
------------------------- ---------------------- ----------------------- ------------------------ ------------------
<S>                             <C>                       <C>                 <C>                  <C>
Class 1-A-1                     $206,946,000              (1)                  $25,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 1-X-1                     $206,946,000(2)           (3)                 $100,000.00(4)       $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 1-X-2                     $206,946,000(2)           (5)                 $100,000.00(4)       $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 2-A-1                     $254,812,000              (1)                  $25,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 2-X                       $254,812,000(2)           (3)                 $100,000.00(4)       $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 3-A-1                      $95,781,000              (1)                  $25,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 3-X-1                      $95,781,000(2)           (3)                 $100,000.00(4)       $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 3-X-2                      $95,781,000(2)           (5)                 $100,000.00(4)       $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 4-A-1                     $123,519,000              (1)                  $25,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 4-A-2                      $67,215,000              (1)                  $25,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 4-X-1                     $190,734,000(2)           (3)                 $100,000.00(4)       $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 4-X-2                     $190,734,000(2)           (5)                 $100,000.00(4)       $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 5-A-1                     $148,821,000              (1)                  $25,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------


                                                          13
<PAGE>


------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 5-X                       $148,821,000(2)           (3)                 $100,000.00(4)       $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 6-A-1                      $75,000,000              (1)                  $25,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 6-A-2                       $6,750,000              (1)                  $25,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 6-A-3                     $123,583,000              (1)                  $25,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class 6-X                       $205,333,000(2)           (3)                 $100,000.00(4)       $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class A-R(6)                            $100              (7)                       (8)                  (8)
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class M-X                        $87,458,552(2)           (3)                 $100,000.00(4)       $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class M                          $24,989,000              (1)                  $25,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class B-1                        $20,228,000              (1)                  $25,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class B-2                        $14,874,000              (1)                  $25,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class B-3                        $16,063,000              (1)                 $100,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class B-4                         $6,545,000              (1)                 $100,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class B-5                         $4,759,552              (1)                 $100,000.00          $1,000.00
------------------------- ---------------------- ----------------------- ------------------------ ------------------
Class C                                 $100              (9)                     $100                   N/A
------------------------- ---------------------- ----------------------- ------------------------ ------------------

</TABLE>

----------------------------
(1)  The Pass-Through Rate for the LIBOR Certificates for each Interest
     Accrual Period related to each Distribution Date will be a per annum rate
     equal to the lesser of (a) LIBOR plus the applicable Pass-Through Margin
     for such Class and (b) the related Net Rate Cap. The per annum
     Pass-Through Rates for the LIBOR Certificates for the Interest Accrual
     Period related to the first Distribution Date are:

             Class of LIBOR              Pass-Through
              Certificates                   Rate
       --------------------------- --------------------------
         Class 1-A-1                       2.86875%
         Class 2-A-1                       2.88875%
         Class 3-A-1                       2.88875%
         Class 4-A-1                       2.84875%
         Class 4-A-2                       2.93875%
         Class 5-A-1                       2.90875%
         Class 6-A-1                       2.89875%
         Class 6-A-2                       2.93875%
         Class 6-A-3                       2.90875%
         Class M                           3.10875%
         Class B-1                         3.45875%
         Class B-2                         3.80875%
         Class B-3                         3.80875%
         Class B-4                         3.80875%
         Class B-5                         3.80875%

     Any payment of Carryover Shortfall Amounts and any payments to the
     Subordinate Classes in excess of the Adjusted Subordinated Weighted
     Average Rate will be treated as provided in Section 8.11.


                                      14
<PAGE>


(2)  This Class of Certificates initially will have no Class Certificate
     Balance and will bear interest on the Component Notional Amount of its
     Notional Amount Component. The initial Component Notional Amount of such
     Notional Amount Component is the amount specified in the foregoing table.

(3)  Interest will accrue with respect to this Class of Certificates for each
     Interest Accrual Period related to each Distribution Date in an amount
     equal to the sum of the interest accrued on its Notional Amount Component
     (based upon the Component Notional Amount) and the Principal and Interest
     Component (based upon the Component Principal Balance) at its respective
     Pass-Through Rate for that Distribution Date. For federal income tax
     purposes:

     A.   The Class 1-X-1 Certificates are entitled to, for each Interest
          Accrual Period, the "Class 1-X-1 Distributable Amount," which is a
          specified portion of the interest on the MT-1 Interests equal to the
          excess of the Loan Group 1 Net Rate Cap over the product of two and
          the weighted average interest rate of the MT-1 Interests with each
          Interest (other than the Class MT-1-X-Accrual Interest) subject to a
          cap equal to the Pass-Through Rate of the corresponding Certificate
          Class and the MT-1-X-Accrual Interest subject to a cap of 0.00%. The
          Pass-Through Rate of the Class 1-X-1 Certificates shall be a rate
          sufficient to entitle the Class 1-X-1 Certificate to all interest
          accrued on the MT-1 Interests less the interest accrued on the Class
          1-A Certificates. The Class 1-X-1 Distributable Amount for any
          Distribution Date (except for amounts reducing the balance of its
          Class X P Component) is payable from current interest on the Group 1
          Mortgage Loans

     B.   The Class 2-X Certificates are entitled to, for each Interest
          Accrual Period, the "Class 2-X Distributable Amount," which is a
          specified portion of the interest on the MT-2 Interests equal to the
          excess of the Loan Group 2 Net Rate Cap over the product of two and
          the weighted average interest rate of the MT-2 Interests with each
          Interest (other than the Class MT-2-X-Accrual Interest) subject to a
          cap equal to the Pass-Through Rate of the corresponding Certificate
          Class and the MT-2-X-Accrual Interest subject to a cap of 0.00%. The
          Pass-Through Rate of the Class 2-X Certificates shall be a rate
          sufficient to entitle the Class 2-X Certificate to all interest
          accrued on the MT-2 Interests less the interest accrued on the Class
          2-A-1 Certificates. The Class 2-X Distributable Amount for any
          Distribution Date (except for amounts reducing the balance of its
          Class X P Component) is payable from current interest on the Group 2
          Mortgage Loans.

     C.   The Class 3-X-1 Certificates are entitled to, for each Interest
          Accrual Period, the "Class 3-X-1 Distributable Amount," which is a
          specified portion of the interest on the MT-3 Interests equal to the
          excess of the Loan Group 3 Net Rate Cap over the product of two and
          the weighted average interest rate of the MT-3 Interests with each
          Interest (other than the Class MT-3-X-Accrual Interest) subject to a
          cap equal to the Pass-Through Rate of the corresponding Certificate
          Class and the MT-3-X-Accrual Interest subject to a cap of 0.00%. The
          Pass-Through Rate of


                                      15
<PAGE>


          the Class 3-X-1 Certificates shall be a rate sufficient to entitle
          the Class 3-X-1 Certificate to all interest accrued on the MT-3
          Interests less the interest accrued on the Class 3-A Certificates.
          The Class 3-X-1 Distributable Amount for any Distribution Date
          (except for amounts reducing the balance of its Class X P Component)
          is payable from current interest on the Group 3 Mortgage Loans.

     D.   The Class 4-X-1 Certificates are entitled to, for each Interest
          Accrual Period, the "Class 4-X-1 Distributable Amount," which is a
          specified portion of the interest on the MT-4 Interests equal to the
          excess of the Loan Group 4 Net Rate Cap over the product of two and
          the weighted average interest rate of the MT-4 Interests with each
          Interest (other than the Class MT-4-X-Accrual Interest) subject to a
          cap equal to the Pass-Through Rate of the corresponding Certificate
          Class and the MT-4-X-Accrual Interest subject to a cap of 0.00%. The
          Pass-Through Rate of the Class 4-X-1 Certificates shall be a rate
          sufficient to entitle the Class 4-X-1 Certificate to all interest
          accrued on the MT-4 Interests less the interest accrued on the Class
          4-A-1 and Class 4-A-2 Certificates. The Class 4-X-1 Distributable
          Amount for any Distribution Date (except for amounts reducing the
          balance of its Class X P Component) is payable from current interest
          on the Group 4 Mortgage Loans.

     E.   The Class 5-X Certificates are entitled to, for each Interest
          Accrual Period, the "Class 5-X Distributable Amount," which is a
          specified portion of the interest on the MT-5 Interests equal to the
          excess of the Loan Group 5 Net Rate Cap over the product of two and
          the weighted average interest rate of the MT-5 Interests with each
          Interest (other than the Class MT-5-X-Accrual Interest) subject to a
          cap equal to the Pass-Through Rate of the corresponding Certificate
          Class and the MT-5-X-Accrual Interest subject to a cap of 0.00%. The
          Pass-Through Rate of the Class 5-X Certificates shall be a rate
          sufficient to entitle the Class 5-X Certificate to all interest
          accrued on the MT-5 Interests less the interest accrued on the Class
          5-A-1 Certificates. The Class 5-X Distributable Amount for any
          Distribution Date (except for amounts reducing the balance of its
          Class X P Component) is payable from current interest on the Group 5
          Mortgage Loans.

     F.   The Class 6-X Certificates are entitled to, for each Interest
          Accrual Period, the "Class 6-X Distributable Amount," which is a
          specified portion of the interest on the MT-6 Interests equal to the
          excess of the Loan Group 6 Net Rate Cap over the product of two and
          the weighted average interest rate of the MT-6 Interests with each
          Interest (other than the Class MT-6-X-Accrual Interest) subject to a
          cap equal to the Pass-Through Rate of the corresponding Certificate
          Class and the MT-6-X-Accrual Interest subject to a cap of 0.00%. The
          Pass-Through Rate of the Class 6-X Certificates shall be a rate
          sufficient to entitle the Class 6-X Certificate to all interest
          accrued on the MT-6 Interests less the interest accrued on the Class
          6-A-1, Class 6-A-2 and Class 6-A-3 Certificates. The Class 6-X
          Distributable Amount for any Distribution Date (except for amounts
          reducing the


                                      16
<PAGE>


          balance of its Class X P Component) is payable from current interest
          on the Group 6 Mortgage Loans.

     G.   The Class M-X Certificates are entitled to, for each Interest
          Accrual Period, the "Class M-X Distributable Amount," which is a
          specified portion of the interest on the MT-S Interests equal to the
          excess of the Adjusted Subordinate Weighted Average Rate over the
          product of two and the weighted average interest rate of the MT-S
          Interests with each Interest (other than the Class MT-M-X-Accrual
          Interest) subject to a cap equal to the Pass-Through Rate of the
          corresponding Certificate Class and the MT-M-X-Accrual Interest
          subject to a cap of 0.00%. The Pass-Through Rate of the Class M-X
          Certificates shall be a rate sufficient to entitle the Class M-X
          Certificate to all interest accrued on the MT-M and MT-B Interests
          less the interest accrued on the Class M, Class B-1, Class B-2,
          Class B-3, Class B-4 and Class B-5 Certificates. The Class M-X
          Distributable Amount for any Distribution Date (except for amounts
          reducing the balance of its Class X P Component) is payable from
          current interest on the Mortgage Loans in all Loan Groups.

(4)  Minimum denomination is based on the Component Notional Amount of the
     Notional Amount Component of such Class.

(5)  Interest will accrue with respect to this Class of Certificates for each
     Interest Accrual Period related to each Distribution Date in an amount
     equal to the interest accrued on its Notional Amount Component at its
     respective Pass-Through Rate for that Distribution Date. For federal
     income tax purposes: (1) the Class 1-X-2 Certificate is entitled to all
     of the interest payable on the MT-1-X-Fixed Middle Tier REMIC Interest,
     (2) the Class 3-X-2 Certificate is entitled to all of the interest
     payable on the MT-3-X-Fixed Middle Tier REMIC Interest, and (3) the Class
     4-X-2 Certificate is entitled to all of the interest payable on the
     MT-4-X-Fixed Middle Tier REMIC Interest. Any reduction of the
     Pass-Through rate on any of these certificates below 0.80%, and any
     entitlement of these Certificates to interest on deferred interest, will
     be treated as provided in Section 8.11.

(6)  The Class A-R Certificates represent the sole Class of residual interest
     in the Master REMIC.

(7)  The Pass-Through Rate for the Class A-R Certificates for the Interest
     Accrual Period related to each Distribution Date will be a per annum rate
     equal to the Weighted Average Adjusted Net Mortgage Rate of the Group 1
     Mortgage Loans. The Pass-Through Rate for the Class A-R Certificates for
     the Interest Accrual Period related to the first Distribution Date will
     be 3.96991% per annum. It is not intended that the Class A-R be entitled
     to any cash flows pursuant to this agreement except as provided in
     Sections 4.02(a)(1)(ii) and (iv)(y) hereunder, (that is, its entitlement
     to $100 plus interest thereon).

(8)  The Class A-R Certificate will be issued as two separate certificates,
     one with an initial Certificate Balance of $99.99 and the Tax Matters
     Person Certificate with an initial Certificate Balance of $0.01.


                                      17
<PAGE>


(9)  The Class C Certificates will not be entitled to payments of interest but
     will be entitled to receive any Auction Excess Proceeds in connection
     with any Successful Auction conducted pursuant to the terms hereof.

     The Class C Certificates will be issued as a single certificate with an
initial Certificate Balance of $100.00.

     Set forth below are designations of Classes or Components of Certificates
and other defined terms to the categories used in this Agreement:

<TABLE>
<CAPTION>


<S>                                         <C>
Accretion Directed Certificates.....        None.

Accretion Directed Components.......        None.

Accrual Certificates................        None.

Accrual Components..................        None.

Book-Entry Certificates.............        All Classes of Certificates other than the Physical Certificates.

Class X Certificates................        Class 1-X-1,  Class 1-X-2,  Class 2-X, Class 3-X-1,  Class 3-X-2, Class
                                            4-X-1, Class 4-X-2, Class 5-X, Class 6-X and Class M-X Certificates.

Class X Fixed Strip
Certificates........................        Class 1-X-2, Class 3-X-2 and Class 4-X-2 Certificates.

Class X Variable Strip
Certificates........................        Class 1-X-1,  Class 2-X,  Class 3-X-1,  Class 4-X-1,  Class 5-X,  Class
                                            6-X and Class M-X Certificates.

COFI Certificates...................        None.

Component Certificates..............        The Class X Certificates.


Components..........................        Each Class of Component Certificates is composed of a Notional Amount
                                            Component and a either a Principal and Interest Component (in the case
                                            of the Class 1-X-1, Class 2-X, Class 3-X-1, Class 4-X-1, Class 5-X,
                                            Class 6-X and Class M-X Certificates) or a Principal Only Component (in
                                            the case of the Class 1-X-2, Class 3-X-2 and Class 4-X-2 Certificates).
                                            The following table sets forth each Class of Component Certificates, its
                                            Notional Amount Component, its Principal and Interest Component or
                                            Principal Only Component, as the case may be, the respective initial
                                            Component Notional Amount or Component Principal Balance, as the case
                                            may be, and Pass-Through Rate.

</TABLE>


                                                         18
<PAGE>


<TABLE>
<CAPTION>

                                   Notional Amount              Initial          Initial
                               Component/Principal and         Component        Component         Pass-
     Class of Component      Interest Component/Principal      Principal         Notional        Through
        Certificates                 Only Component             Balance           Amount           Rate
--------------------------   ----------------------------     -----------   -----------------  ------------
<S>                           <C>                                 <C>          <C>                  <C>
Class 1-X-1                   Class 1-X-1 IO Component            N/A          $206,946,000         (1)
                              Class 1-X-1 P Component              $0              N/A              (2)

Class 1-X-2                   Class 1-X-2 IO Component            N/A          $206,946,000         (3)
                              Class 1-X-2 P Component              $0              N/A              (4)

Class 2-X                     Class 2-X IO Component              N/A          $254,812,000         (1)
                              Class 2-X P Component                $0              N/A              (2)

Class 3-X-1                   Class 3-X-1 IO Component            N/A          $95,781,000          (1)
                              Class 3-X-1 P Component              $0              N/A              (2)

Class 3-X-2                   Class 3-X-2 IO Component            N/A          $95,781,000          (3)
                              Class 3-X-2 P Component              $0              N/A              (4)

Class 4-X-1                   Class 4-X-1 IO Component            N/A          $190,734,000         (1)
                              Class 4-X-1 P Component              $0              N/A              (2)

Class 4-X-2                   Class 4-X-2 IO Component            N/A          $190,734,000         (3)
                              Class 4-X-2 P Component              $0              N/A              (4)

Class 5-X                     Class 5-X IO Component              N/A          $148,821,000         (1)
                              Class 5-X P Component                $0              N/A              (2)

Class 6-X                     Class 6-X IO Component              N/A          $205,333,000         (1)
                              Class 6-X P Component                $0              N/A              (2)

Class M-X                     Class M-X IO Component              N/A          $87,458,552          (5)
                              Class M-X P Component                $0              N/A              (6)

</TABLE>


<TABLE>
<CAPTION>

<S>                                         <C>
-----------------
                                            (1) For the Interest Accrual Period related to each Distribution Date, a
                                            per annum rate equal to the excess, if any, of (i) the Weighted Average
                                            Adjusted Net Mortgage Rate of the Mortgage Loans in the related Loan
                                            Group over (ii) the sum of (a) the weighted average of the Pass-Through
                                            Rates of the Senior LIBOR Certificates relating to such Loan Group (as
                                            adjusted to reflect the accrual of interest on the basis of a 360-day
                                            year consisting of twelve 30-day months) for their corresponding
                                            Interest Accrual Period (which in the case of the first Interest Accrual
                                            Period will be calculated assuming an Interest Accrual Period that
                                            begins on the Closing Date) and (b) with respect to the Class 1-X-1,
                                            Class 3-X-1 and Class 4-X-1 IO Components, the per annum rate equal to a
                                            fraction, the numerator of which is the product of 12 and the interest
                                            accrued on the related Class X Fixed Strip Certificates during such
                                            Interest Accrual Period, and the denominator of which is the aggregate
                                            Class Certificate Balance of the related Senior LIBOR Certificates
                                            immediately prior to such Distribution Date. The Pass-Through Rates for
                                            the Notional Amount Components for the Senior Class X Variable Strip
                                            Certificates for the Interest Accrual Period related to the first
                                            Distribution Date are as set in the following table.


                                                         19
<PAGE>


                                                         Designation                 Initial Pass-Through Rate
                                                  --------------------------------  -----------------------------
                                                  Class 1-X-1 IO Component                    0.49241%
                                                  Class 2-X IO Component                      1.43009%
                                                  Class 3-X-1 IO Component                    0.79253%
                                                  Class 4-X-1 IO Component                    0.45858%
                                                  Class 5-X IO Component                      1.53271%
                                                  Class 6-X IO Component                      1.14452%


                                            (2) For the Interest Accrual Period related to each Distribution Date, a
                                            per annum rate equal to the Weighted Average Adjusted Net Mortgage Rate
                                            of the Mortgage Loans in the related Loan Group. The Pass-Through Rates
                                            for the Principal and Interest Components for the Interest Accrual
                                            Period related to the first Distribution Date are as set in the
                                            following table.

                                                         Designation                 Initial Pass-Through Rate
                                                  --------------------------------  -----------------------------
                                                  Class 1-X-1 P Component                     3.96991%
                                                  Class 2-X P Component                       4.12625%
                                                  Class 3-X-1 P Component                     4.28869%
                                                  Class 4-X-1 P Component                     3.94702%
                                                  Class 5-X P Component                       4.24755%
                                                  Class 6-X P Component                       3.85687%

                                            (3) For the Interest Accrual Period related to each Distribution Date, a
                                            per annum rate equal to the lesser of (i) 0.80% and (ii) the product of
                                            (a) the excess, if any, of (x) the Weighted Average Adjusted Net
                                            Mortgage Rate of the Mortgage Loans in the related Loan Group over (y)
                                            the weighted average of the Pass-Through Rates of the Senior LIBOR
                                            Certificates relating to such Loan Group (as adjusted to reflect the
                                            accrual of interest on the basis of a 360-day year consisting of twelve
                                            30-day months) for their corresponding Interest Accrual Period (which in
                                            the case of the first Interest Accrual Period will be calculated
                                            assuming an Interest Accrual Period that begins on the Closing Date) and
                                            (b) a fraction, the numerator of which is the aggregate Class
                                            Certificate Balance of the related Senior LIBOR Certificates immediately
                                            prior to such Distribution Date, and the denominator of which is the
                                            Component Notional Amount of such Class X IO Component immediately prior
                                            to such Distribution Date.

                                            (4) This Component does not bear interest.

                                            (5) For the Interest Accrual Period related to each Distribution Date, a
                                            per annum rate equal to the excess, if any, of (i) the Subordinate
                                            Weighted Average Rate over (ii) the weighted average of the Pass-Through
                                            Rates of the Subordinate LIBOR Certificates (as adjusted to reflect the
                                            accrual of interest on the basis of a 360-day year consisting of twelve
                                            30-day months) for their corresponding Interest Accrual Period (which in
                                            the case of the first Interest Accrual Period will be calculated
                                            assuming an Interest Accrual Period that begins on the Closing Date).
                                            The Pass-Through Rate for the Class M-X IO Component for the Interest
                                            Accrual Period related to the first Distribution Date is 0.75360% per
                                            annum.

                                            (6) For the Interest Accrual Period related to each Distribution Date, a
                                            per annum rate equal to the Subordinate Weighted Average Rate (as
                                            adjusted to reflect the accrual of interest on the basis of a 360-day
                                            year consisting of twelve 30-day months). The Pass-Through Rate for the


                                                         20
<PAGE>


                                            Class M-X P Component for the Interest Accrual Period related to the
                                            first Distribution Date is 4.04621% per annum.

Delay Certificates..................        All  interest-bearing  Classes of Certificates other than the Non-Delay
                                            Certificates, if any.

ERISA-Restricted
Certificates........................        The Residual Certificates, the Private Certificates and any Certificate
                                            of a Class that does not or no longer satisfies the applicable rating
                                            requirement under the Underwriter's Exemption.

Group 1 Senior Certificates.........        Class 1-A-1, Class 1-X-1, Class 1-X-2 and Class A-R Certificates.

Group 1 Certificates................        Group 1 Senior  Certificates  and the  Subordinated  Portion related to
                                            Loan Group 1.

Group 2 Senior Certificates.........        Class 2-A-1 and Class 2-X Certificates.

Group 2 Certificates................        Group 2 Senior  Certificates  and the  Subordinated  Portion related to
                                            Loan Group 2.

Group 3 Senior Certificates.........        Class 3-A-1, Class 3-X-1 and Class 3-X-2 Certificates.

Group 3 Certificates................        Group 3 Senior  Certificates  and the  Subordinated  Portion related to
                                            Loan Group 3.

Group 4 Senior Certificates.........        Class 4-A-1, Class 4-A-2, Class 4-X-1 and Class 4-X-2 Certificates.

Group 4 Certificates................        Group 4 Senior  Certificates  and the  Subordinated  Portion related to
                                            Loan Group 4.

Group 5 Senior Certificates.........        Class 5-A-1 and Class 5-X Certificates.

Group 5 Certificates................        Group 5 Senior  Certificates  and the  Subordinated  Portion related to
                                            Loan Group 5.

Group 6 Senior Certificates.........        Class 6-A-1, Class 6-A-2, Class 6-A-3 and Class 6-X Certificates.

Group 6 Certificates................        Group 6 Senior  Certificates  and the  Subordinated  Portion related to
                                            Loan Group 6.

LIBOR Certificates..................        Class 1-A-1, Class 2-A-1, Class 3-A-1, Class 4-A-1, Class 4-A-2, Class
                                            5-A-1, Class 6-A-1, Class 6-A-2, Class 6-A-3, Class M, Class B-1, Class
                                            B-2, Class B-3, Class B-4 and Class B-5 Certificates.


                                                         21
<PAGE>


Non-Delay Certificates..............        LIBOR Certificates.

Notional Amount
Certificates........................        None.

Notional Amount
Components..........................        Class 1-X-1 IO, Class 1-X-2 IO, Class 2-X IO, Class 3-X-1 IO, Class
                                            3-X-2 IO, Class 4-X-1 IO, Class 1-X-2 IO, Class 5-X IO, Class 6-X IO and
                                            Class M-X IO Components.

Offered Certificates................        All Classes of Certificates other than the Private Certificates.

Physical Certificates...............        Private Certificates and the Residual Certificates.

Planned Principal Classes...........        None.

Planned Principal
Components..........................        None.

Principal and Interest
Components..........................        Class 1-X-1 P, Class 2-X P, Class 3-X-1 P, Class 4-X-1 P, Class 5-X P,
                                            Class 6-X P and Class M-X P Components.

Principal Only Components...........        Class 1-X-2 P, Class 3-X-2 P and Class 4-X-2 P Components.

Principal Only Certificates.........        None.

Private Certificates................        Class B-3, Class B-4, Class B-5 and Class C Certificates.

Rating Agencies.....................        S&P and Moody's.

Regular Certificates................        All Classes of Certificates, other than the Residual Certificates.

Residual Certificates...............        Class A-R Certificates.

Scheduled Principal
Classes.............................        None.

Senior Certificate Group............        Group 1 Senior Certificates, Group 2 Senior Certificates, Group 3 Senior
                                            Certificates, Group 4 Senior Certificates, Group 5 Senior Certificates
                                            and Group 6 Senior Certificates, as applicable.

Senior Certificates.................        Collectively, the Group 1 Senior Certificates, Group 2 Senior
                                            Certificates, Group 3 Senior Certificates, Group 4


                                                         22
<PAGE>


                                            Senior Certificates, Group 5 Senior Certificates and Group 6 Senior
                                            Certificates.

Senior Class X Variable
Strip Certificates..................        Class 1-X-1,  Class 2-X, Class 3-X-1,  Class 4-X-1, Class 5-X and Class
                                            6-X Certificates.

Senior LIBOR Certificates...........        Class 1-A-1, Class 2-A-1, Class 3-A-1, Class 4-A-1, Class 4-A-2, Class
                                            5-A-1, Class 6-A-1, Class 6-A-2 and Class 6-A-3 Certificates.

Subordinated Certificates ..........        Class M-X, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class
                                            B-5 Certificates.

Targeted Principal
Classes.............................        None.

Underwriters........................        Goldman, Sachs & Co. and Countrywide Securities Corporation.

</TABLE>

     With respect to any of the foregoing designations as to which the
corresponding reference is "None," all defined terms and provisions in this
Agreement relating solely to such designations shall be of no force or effect,
and any calculations in this Agreement incorporating references to such
designations shall be interpreted without reference to such designations and
amounts. Defined terms and provisions in this Agreement relating to
statistical rating agencies not designated above as Rating Agencies shall be
of no force or effect.


                                      23
<PAGE>


                                   ARTICLE I
                                  DEFINITIONS

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

     Accretion Directed Certificates: As specified in the Preliminary
Statement.

     Accretion Direction Rule: Not applicable.

     Accrual Amount: With respect to any Class of Accrual Certificates or any
Accrual Components and any Distribution Date prior to the related Accrual
Termination Date, the amount allocable to interest on such Class of Accrual
Certificates or Accrual Components with respect to such Distribution Date
pursuant to Section 4.02(a).

     Accrual Certificates: As specified in the Preliminary Statement.

     Accrual Components: As specified in the Preliminary Statement.

     Accrual Termination Date: Not applicable.

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

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

     Adjusted Cap Rate: For any Distribution Date and each Class of Senior
LIBOR Certificates or Class X Fixed Strip Certificates, the excess, if any, of
the Weighted Average Adjusted Net Mortgage Rate for the related Loan Group for
such Distribution Date, adjusted to reflect the accrual of interest on the
basis of a 360-day year and the actual number of days that elapsed in the
related Interest Accrual Period, over a fraction expressed as a percentage,
the numerator of which is equal to the product of (i) a fraction, the
numerator of which is 360, and the denominator of which is the actual number
of days that elapsed in the related Interest Accrual Period, and (ii) the Net
Deferred Interest for the related Loan Group for that Distribution Date, and
the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group at the end of the Prepayment Period
related to the immediately preceding Distribution Date.

     Adjusted Subordinated Portion: With respect to any Distribution Date and
for each Loan Group, (i) 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) less (ii) the sum of (a) the Component Principal Balance of the Class
M-X Certificates attributable to Deferred Interest from such Loan Group and
(b) the aggregate Class Certificate Balance of the related Classes of Senior
Certificates in either case immediately prior to such Distribution Date.

     Adjusted Subordinate Weighted Average Rate: For each Distribution Date,
the Subordinated Adjusted Cap Rate for such Distribution Date. For federal
income tax purposes,


                                    S-I-1
<PAGE>


the Adjusted Subordinate Weighted Average Rate will be the Calculation Rate in
respect of the Class C and Class D Interests in the Lower Tier REMIC.

     Adjustment Date: A date specified in each Mortgage Note as a date on
which the Mortgage Rate on the related Mortgage Loan will be adjusted.

     Advance: As to a Loan Group, the payment required to be made by the
Master Servicer with respect to any Distribution Date pursuant to Section
4.01, the amount of any such payment being equal to the aggregate of payments
of principal and interest (net of the Master Servicing Fee) on the Mortgage
Loans in such Loan Group 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, together with an amount equivalent to interest on each
Mortgage Loan as to which the related Mortgaged Property is an REO Property
(net of any net income on such REO Property), less the aggregate amount of any
such delinquent payments that the Master Servicer has determined would
constitute a Nonrecoverable Advance if advanced.

     Aggregate Planned Balance: With respect to any group of Planned Principal
Classes or Components and any Distribution Date, the amount set forth for such
group for such Distribution Date in Schedule V hereto.

     Aggregate Subordinated Percentage: As to any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is equal to the
aggregate Class Certificate Balance of the Subordinated Certificates
immediately prior to such Distribution Date and the denominator of which is
the aggregate Stated Principal Balance of all the Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date (after giving
effect to Principal Prepayments received in the Prepayment Period related to
that prior Due Date).

     Aggregate Targeted Balance: With respect to any group of Targeted
Principal Classes or Components and any Distribution Date, the amount set
forth for such group for such Distribution Date in Schedule V hereto.

     Agreement: This Pooling and Servicing Agreement and all amendments or
supplements to this Pooling and Servicing Agreement.

     Allocable Share: As to any Distribution Date, any Loan Group and any
Class or Component of Certificates, the ratio that the amount calculated with
respect to such Distribution Date (A) with respect to the Senior Certificates
of the related Senior Certificate Group, pursuant to clause (i) of the
definition of Class Optimal Interest Distribution Amount (without giving
effect to any reduction of such amount pursuant to Section 4.02(d)) and (B)
with respect to the Subordinated Certificates, pursuant to the definition of
Assumed Interest Amount for such Class or after the fifth Senior Termination
Date, pursuant to clause (i) of the definition of Class Optimal Interest
Distribution Amount (without giving effect to any reduction of such amount
pursuant to Section 4.02(d)) bears to the aggregate amount calculated with
respect to such Distribution Date for each such related Class of Certificates
pursuant to clause (i) of the definition of Class Optimal Interest
Distribution Amount (without giving effect to any reduction of such amounts
pursuant to Section 4.02(d)) or the definition of Assumed Interest Amount for
such Loan Group and Class, as applicable.


                                       2
<PAGE>


     Amount Held for Future Distribution: As to any Distribution Date and
Mortgage Loans in a Loan Group, the aggregate amount held in the Certificate
Account at the close of business on the related Determination Date on account
of (i) Principal Prepayments received after the related Prepayment Period and
Liquidation Proceeds and Subsequent Recoveries received in the month of such
Distribution Date relating to Mortgage Loans in that Loan Group and (ii) all
Scheduled Payments due after the related Due Date relating to Mortgage Loans
in that Loan Group.

     Applicable Credit Support Percentage: As defined in Section 4.02(e).

     Appraised Value: With respect to any Mortgage Loan, the Appraised Value
of the related Mortgaged Property shall be: (i) with respect to a Mortgage
Loan other than a Refinancing Mortgage Loan, the lesser of (a) the value of
the Mortgaged Property based upon the appraisal made at the time of the
origination of such Mortgage Loan and (b) the sales price of the Mortgaged
Property at the time of the origination of such Mortgage Loan; (ii) with
respect to a Refinancing Mortgage Loan other than a Streamlined Documentation
Mortgage Loan, the value of the Mortgaged Property based upon the appraisal
made-at the time of the origination of such Refinancing Mortgage Loan; and
(iii) with respect to a Streamlined Documentation Mortgage Loan, (a) if the
loan-to-value ratio with respect to the Original Mortgage Loan at the time of
the origination thereof was 80% or less and the loan amount of the new
mortgage loan is $650,000 or less, the value of the Mortgaged Property based
upon the appraisal made at the time of the origination of the Original
Mortgage Loan and (b) if the loan-to-value ratio with respect to the Original
Mortgage Loan at the time of the origination thereof was greater than 80% or
the loan amount of the new mortgage loan being originated is greater than
$650,000, the value of the Mortgaged Property based upon the appraisal (which
may be a drive-by appraisal) made at the time of the origination of such
Streamlined Documentation Mortgage Loan.

     Assumed Interest Amount: With respect to any Distribution Date, any Class
of Subordinated Certificates and any Loan Group, one month's interest accrued
during the related Interest Accrual Period at the Pass-Through Rate for such
Class on the related Subordinated Portion immediately prior to that
Distribution Date.

     Auction Excess Proceeds: With respect to a Successful Auction, the excess
of the purchase price paid by the Winning Bidder over the Minimum Bid Price.

     Available Funds: As to any Distribution Date and each Loan Group, the sum
of (a) the aggregate amount held in the Certificate Account at the close of
business on the related Determination Date in respect of the related Mortgage
Loans pursuant to Section 3.05(b), net of the related Amount Held for Future
Distribution and net of amounts permitted to be withdrawn from the Certificate
Account pursuant to clauses (i)-(viii), inclusive, of Section 3.08(a) in
respect of the Mortgage Loans in that Loan Group and amounts permitted to be
withdrawn from the Distribution Account pursuant to clauses (i)-(v) inclusive
of Section 3.08(b) in respect of the Mortgage Loans in that Loan Group, (b)
the amount of the related Advance, (c) in connection with Defective Mortgage
Loans in such Loan Group, as applicable, the aggregate of the Purchase Prices
and Substitution Adjustment Amounts deposited on the related Distribution
Account Deposit Date, and (d) the Transfer Payment Received plus interest
thereon as provided in Section 4.05 for such Loan Group less the Transfer
Payment Made plus interest thereon as provided in Section 4.05 for such Loan
Group; provided, however, that on the fifth Senior Termination Date, Available
Funds with respect to the Loan Group relating to the remaining Senior
Certificate


                                      3
<PAGE>


Group shall include the Available Funds from the other Loan Group and on any
Distribution Date thereafter, Available Funds shall be calculated based upon
all the Mortgage Loans in the Mortgage Pool, as opposed to the Mortgage Loans
in the related Loan Group.

     Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as
amended.

     Bid Date: As specified in Section 9.04(b).

     Book-Entry Certificates: As specified in the Preliminary Statement.

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

     Carryover Shortfall Amount: For any Class of LIBOR Certificates and any
Distribution Date, the sum of (a) the excess, if any, of (i) the amount of
interest such Class of Certificates would have been entitled to receive on
such Distribution Date had the applicable Pass-Through Rate not been subject
to the related Net Rate Cap, over (ii) the amount of interest such Class of
Certificates received on such Distribution Date based on the related Net Rate
Cap (in each case, prior to the reduction for Net Deferred Interest and Net
Interest Shortfalls) and (b) the unpaid portion of any such excess from prior
Distribution Dates (and interest accrued thereon at the then applicable
Pass-Through Rate on such Class of Certificates, without giving effect to the
related Net Rate Cap).

     Carryover Shortfall Reserve Fund: The separate fund created and initially
maintained by the Trustee pursuant to Section 3.05(g) in the name of the
Trustee for the benefit of the Holders of the LIBOR Certificates and the Class
X Variable Strip Certificates and designated "The Bank of New York in trust
for registered holders of CWMBS, Inc., CHL Mortgage Pass-Through Trust 2005-4,
Mortgage Pass-Through Certificates, Series 2005-4." Funds in the Carryover
Shortfall Reserve Fund shall be held in trust for the Holders of the LIBOR
Certificates and the Class X Variable Strip Certificates for the uses and
purposes set forth in this Agreement.

     Certificate: Any one of the Certificates executed by the Trustee in
substantially the forms attached this Agreement as exhibits.

     Certificate Account: The separate Eligible Account or Accounts created
and maintained by the Master Servicer pursuant to Section 3.05 with a
depository institution in the name of the Master Servicer for the benefit of
the Trustee on behalf of Certificateholders and designated


                                      4
<PAGE>


"Countrywide Home Loans Servicing LP in trust for the registered holders of
CHL Mortgage Pass-Through Trust 2005-4, Mortgage Pass-Through Certificates
Series 2005-4."

     Certificate Balance: With respect to any Certificate (other than any
Notional Amount Component or Notional Amount Certificate) at any date, the
maximum dollar amount of principal to which the Holder thereof is then
entitled under this Agreement, such amount being equal to the Denomination of
that Certificate (A) plus any increase in the Certificate Balance of such
Certificate pursuant to Section 4.02 due to the receipt of Subsequent
Recoveries, (B) minus the sum of (i) all distributions of principal previously
made with respect to that Certificate and (ii) all Realized Losses allocated
to that Certificate and, in the case of any Subordinated Certificates, all
other reductions in Certificate Balance previously allocated to that
Certificate pursuant to Section 4.04 without duplication, and (C) increased by
the amount of Net Deferred Interest for the related Loan Group previously
allocated to the applicable Class pursuant to Section 4.03.

     Certificate Group: The Group 1 Certificates, Group 2 Certificates, Group
3 Certificates, Group 4 Certificates, Group 5 Certificates or Group 6
Certificates, as the context requires.

     Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Book-Entry Certificate. For the purposes
of this Agreement, in order for a Certificate Owner to enforce any of its
rights under this Agreement, it shall first have to provide evidence of its
beneficial ownership interest in a Certificate that is reasonably satisfactory
to the Trustee, the Depositor, and/or the Master Servicer, as applicable.

     Certificate Register: The register maintained pursuant to Section 5.02.

     Certificateholder or Holder: The person in whose name a Certificate is
registered in the Certificate Register, 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 Percentage Interest evidenced thereby shall not
be taken into account in determining whether the requisite amount of
Percentage Interests necessary to effect such consent has been obtained;
provided, however, that if any such Person (including the Depositor) owns 100%
of the Percentage Interests evidenced by a Class of Certificates, such
Certificates shall be deemed to be Outstanding for purposes of any provision
of this Agreement (other than the second sentence of Section 10.01) that
requires the consent of the Holders of Certificates of a particular Class as a
condition to the taking of any action under this Agreement. 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.

     Class: All Certificates bearing the same Class designation as set forth
in the Preliminary Statement.

     Class C Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(h) in the name of the
Trustee for the benefit of the Class C Certificateholders and designated "The
Bank of New York in trust for registered holders of CHL Mortgage Pass-Through
Trust 2005-4 Mortgage Pass-Through Certificates, Series 2005-4, Class


                                      5
<PAGE>


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

     Class Certificate Balance: With respect to any Class and as to any date
of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date.

     Class Interest Shortfall: As to any Distribution Date and Class, the
amount by which the amount described in clause (i) of the definition of Class
Optimal Interest Distribution Amount for such Class exceeds the amount of
interest actually distributed on such Class on such Distribution Date pursuant
to such clause (i).

     Class Optimal Interest Distribution Amount: With respect to any
Distribution Date and interest-bearing Class or Component (for purposes of
clarification only, other than any Principal Only Component), the sum of (i)
one month's interest accrued during the related Interest Accrual Period at the
Pass-Through Rate for such Class or Component on the related Class Certificate
Balance, Component Principal Balance, Class Notional Amount or Component
Notional Amount, as applicable, immediately prior to such Distribution Date,
subject to reduction as provided in Section 4.02(d) and (ii) any Class Unpaid
Interest Amounts for such Class or Component (other than any Carryover
Shortfall Amounts), reduced by any Net Deferred Interest for the related
Distribution Date added to their respective Class Certificate Balances or
Component Principal Balances, as applicable, as described in Section 4.03.

     Class Subordination Percentage: With respect to any Distribution Date and
each Class of Subordinated Certificates, the quotient (expressed as a
percentage) of (a) the Class Certificate Balance of such Class of Certificates
immediately prior to such Distribution Date divided by (b) the aggregate of
the Class Certificate Balances of all Classes of Certificates immediately
prior to such Distribution Date.

     Class Unpaid Interest Amounts: As to any Distribution Date and Class of
interest-bearing Certificates or any interest-bearing Component, the amount by
which the aggregate Class Interest Shortfalls for such Class or Component on
prior Distribution Dates exceeds the amount distributed on such Class or
Component on prior Distribution Dates pursuant to clause (ii) of the
definition of Class Optimal Interest Distribution Amount.

     Class X Fixed Strip Certificates: As specified in the Preliminary
Statement.

     Class X Variable Strip Certificates: As specified in the Preliminary
Statement.

     Closing Date: January 28, 2005.

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

     COFI: The Monthly Weighted Average Cost of Funds Index for the Eleventh
District Savings Institutions published by the Federal Home Loan Bank of San
Francisco.

     COFI Certificates: As specified in the Preliminary Statement.

     Compensating Interest: As to any Distribution Date, an amount equal to
one-half of the aggregate Master Servicing Fee for that Distribution Date.


                                      6
<PAGE>


     Component: As specified in the Preliminary Statement.

     Component Balance: Not applicable.

     Component Certificates: As specified in the Preliminary Statement.

     Component Notional Amount: With respect to any Distribution Date and (i)
the Notional Amount Component of any Class of Senior Class X Variable Strip
Certificates, the aggregate Class Certificate Balance of the Senior LIBOR
Certificates in the same Senior Certificate Group immediately prior to such
Distribution Date, (ii) the Class M-X IO Component, the aggregate Class
Certificate Balance of the Subordinated Certificates (other than the Class M-X
Certificates) immediately prior to such Distribution Date and (iii) the
Notional Amount Component of any Class of Class X Fixed Strip Certificates,
the lesser of (i) the amount specified for that Notional Amount Component and
Distribution Date in the following table and (ii) the aggregate Class
Certificate Balance of the Senior LIBOR Certificates in the same Senior
Certificate Group immediately prior to that Distribution Date.

<TABLE>
<CAPTION>

                                        Class 1-X-2 IO              Class 3-X-2 IO               Class 4-X-2 IO
      Distribution Date                    Component                   Component                    Component
---------------------------------  ---------------------------  ------------------------  ----------------------------
<S>                                     <C>                          <C>                         <C>
February 2005..................         $206,946,000.00              $95,781,000.00              $190,734,000.00
March 2005.....................          198,795,870.83               92,633,475.61               181,902,562.63
April 2005.....................          191,041,889.33               89,617,130.24               173,483,029.78
May 2005.......................          183,581,127.70               86,692,140.56               165,468,361.37
June 2005......................          176,388,993.91               83,855,185.65               157,794,821.31
July 2005......................          169,455,861.79               81,103,634.45               150,447,952.12
August 2005....................          162,772,449.50               78,434,934.33               143,413,908.08
September 2005.................          156,329,807.21               75,846,608.74               136,679,429.37
October 2005...................          150,119,305.28               73,336,254.94               130,231,817.28
November 2005..................          144,132,622.78               70,901,541.81               124,058,910.56
December 2005..................          138,361,736.50               68,540,207.73               118,149,062.68
January 2006...................          132,768,955.33               66,235,402.05               112,470,671.90
February 2006..................          127,378,560.47               64,000,440.37               107,035,311.31
March 2006.....................          122,183,697.16               61,833,334.21               101,832,644.53
April 2006.....................          117,177,324.63               59,732,044.69                96,852,773.98
May 2006.......................          112,352,655.04               57,694,593.98                92,086,222.24
June 2006......................          107,703,144.40               55,719,063.45                87,523,914.28
July 2006......................          103,222,483.85               53,803,591.98                83,157,160.39
August 2006....................           98,904,591.25               51,946,374.14                79,286,703.57
September 2006.................           94,743,602.98               50,145,658.61                75,588,333.57
October 2006...................           90,733,866.20               48,399,746.52                72,054,574.20
November 2006..................           87,153,319.86               46,706,989.92                68,678,270.07
December 2006..................           83,707,693.86               45,065,790.22                65,452,572.90
January 2007...................           80,387,461.23               43,473,161.18                62,368,561.71
February 2007..................           77,192,604.42               41,929,068.95                59,422,538.94
March 2007.....................           74,118,635.15               40,540,320.90                56,608,488.26
April 2007.....................           71,161,093.84               39,195,424.94                53,920,652.12
May 2007.......................           68,315,683.14               37,893,032.08                51,353,520.59
June 2007......................           65,578,262.10               36,631,834.22                48,901,820.86
July 2007......................           62,944,840.50               35,410,562.91                46,560,507.09
August 2007....................           60,411,573.44               34,227,988.19                44,324,750.73


                                      7
<PAGE>


September 2007.................           57,974,756.07               33,082,917.37                42,189,931.24
October 2007...................           55,630,818.54               31,974,193.98                40,151,627.22
November 2007..................           53,376,321.13               30,900,696.61                38,205,607.88
December 2007..................           51,207,949.51               29,861,337.94                36,347,824.89
January 2008...................           49,119,576.39               28,854,022.88                34,572,971.74
February 2008..................           47,111,197.88               27,878,794.14                32,878,905.83
March 2008.....................           45,388,949.49               27,023,895.19                31,464,144.78
April 2008.....................           43,729,333.90               26,194,998.46                30,110,026.93
May 2008.......................           42,130,083.23               25,391,318.20                28,813,961.35
June 2008......................           40,589,011.37               24,612,092.26                27,573,467.53
July 2008......................           39,104,011.14               23,856,581.43                26,386,170.61
August 2008 and
thereafter.....................                    0.00                       0.00                          0.00

</TABLE>


     Component Principal Balance: As of any Distribution Date, each Principal
and Interest Component and each Principal Only Component will have a Component
Principal Balance equal to (i) the aggregate Net Deferred Interest allocated
to such Component prior to such Distribution Date pursuant to Section 4.03
minus (ii) all amounts actually distributed as principal of such Component and
all Realized Losses applied in reduction of principal of such Component on all
prior Distribution Dates plus (iii) any increase in the Component Principal
Balance of such Component pursuant to Section 4.02 due to the receipt of
Subsequent Recoveries. As of the Closing Date, the Component Principal Balance
of each Principal and Interest Component and each Principal Only Component
will equal $0.

     Component Rate: Not applicable.

     Coop Shares: Shares issued by a Cooperative Corporation.

     Cooperative Corporation: The entity that holds title (fee or an
acceptable leasehold estate) to the real property and improvements
constituting the Cooperative Property and which governs the Cooperative
Property, which Cooperative Corporation must qualify as a Cooperative Housing
Corporation under Section 216 of the Code.

     Cooperative Loan: Any Mortgage Loan secured by Coop Shares and a
Proprietary Lease.

     Cooperative Property: The real property and improvements owned by the
Cooperative Corporation, including the allocation of individual dwelling units
to the holders of the Coop Shares of the Cooperative Corporation.

     Cooperative Unit: A single family dwelling located in a Cooperative
Property.

     Corporate Trust Office: The designated office of the Trustee in the State
of New York at which 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, 8W, New
York, New York 10286 (Attn: Mortgage-Backed Securities Group, CWMBS, Inc.
Series 2005-4, facsimile no. (212) 815-3986), and which is the address to
which notices to and correspondence with the Trustee should be directed.


                                      8
<PAGE>


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

     Countrywide Servicing: Countrywide Home Loans Servicing LP, a Texas
limited partnership and its successors and assigns.

     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 Lower Tier REMIC 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 Subordinated Portion of the
Loan Group to which they correspond and (2) the Class C and Class D Lower Tier
REMIC 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 Subordinated Portion of the Loan Group to which they correspond.

     Cut-off Date: As to any Mortgage Loan, the later of the date of
origination of that Mortgage Loan and January 1, 2005.

     Cut-off Date Pool Principal Balance: $1,189,885,652.87.

     Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on 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 reduction that results in a permanent forgiveness of principal.

     Defective Mortgage Loan: Any Mortgage Loan that is required to be
repurchased pursuant to Section 2.02 or 2.03.

     Deferred Interest: With respect to any Mortgage Loan and Due Date, the
amount of interest accrued on such Mortgage Loan at the applicable Mortgage
Rate that is greater than the Scheduled Payment due on such Mortgage Loan on
that related Due Date and that is added to the principal balance of such
Mortgage Loan in accordance with the terms of the related Mortgage Note.

     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 the 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 which is final and
non-appealable in a proceeding under the Bankruptcy Code.

     Definitive Certificates: Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry Certificate
pursuant to Section 5.02(e).

     Delay Certificates: As specified in the Preliminary Statement.


                                      9
<PAGE>


     Deleted Mortgage Loan: As defined in Section 2.03(c).

     Denomination: With respect to each Certificate, the amount set forth on
the face of that Certificate as the "Initial Certificate Balance of this
Certificate" or the "Initial Notional Amount of this Certificate" or, if
neither of the foregoing, the Percentage Interest appearing on the face
thereof.

     Depositor: CWMBS, 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., as the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of
New York.

     Depository 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: As to any Distribution Date, the 15th day of the
month in which such Distribution Date occurs or, if such 15th day is not a
Business Day, the next preceding Business Day.

     Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(d) 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 CHL Mortgage Pass-Through Trust
2005-4 Mortgage Pass-Through Certificates, Series 2005-4." 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, 12:30
p.m. Pacific time on the Business Day immediately preceding such Distribution
Date.

     Distribution Date: The 25th day of each calendar month after the initial
issuance of the Certificates, or if such 25th day is not a Business Day, the
next succeeding Business Day, commencing in February 2005.

     Due Date: With respect to a Mortgage Loan, the date on which Scheduled
Payments are due on that Mortgage Loan. With respect to any Distribution Date,
the related Due Date is the first day of the calendar month in which that
Distribution Date occurs.

     Due Period: With respect to a Mortgage Loan, the period beginning on the
second day of the calendar month preceding the month in which such
Distribution Date occurs and ending on the first day of the calendar 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
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) have the
highest short-term ratings of Moody's or Fitch and one of the two highest
short-term ratings of S&P, if


                                      10
<PAGE>


S&P is a Rating Agency at the time any amounts are held on deposit therein, or
(ii) an account or accounts in a depository institution or trust company in
which such accounts are insured by the FDIC (to the limits established by the
FDIC) and the uninsured deposits in which accounts are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Trustee and to
each Rating Agency, the Certificateholders have a claim with respect to the
funds in such account or a perfected first priority security interest against
any collateral (which shall be limited to Permitted Investments) securing such
funds that is superior to claims of any other depositors or creditors of the
depository institution or trust company in which such account is maintained,
or (iii) a trust account or accounts maintained with (a) the trust department
of a federal or state chartered depository institution or (b) a trust company,
acting in its fiduciary capacity or (iv) any other account acceptable to each
Rating Agency. 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 3.11.

     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 requirements of an
Underwriter's Exemption.

     ERISA-Restricted Certificate: As specified in the Preliminary Statement.

     Escrow Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.06(a).

     Event of Default: As defined in Section 7.01.

     Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds received with
respect to such Mortgage Loan during the calendar month in which such Mortgage
Loan became a Liquidated Mortgage Loan plus any Subsequent Recoveries received
with respect to such Mortgage Loan, net of any amounts previously reimbursed
to the Master Servicer as Nonrecoverable Advance(s) with respect to such
Mortgage Loan pursuant to Section 3.08(a)(iii), exceeds (i) the unpaid
principal balance of such Liquidated Mortgage Loan as of the Due Date in the
month in which such Mortgage Loan became a Liquidated Mortgage Loan plus (ii)
accrued interest at the Mortgage Rate from the Due Date as to which interest
was last paid or advanced (and not reimbursed) to Certificateholders up to the
Due Date applicable to the Distribution Date immediately following the
calendar month during which such liquidation occurred.

     Expense Fee: As to each Mortgage Loan and any Distribution Date, the
product of the Expense Fee Rate and its Stated Principal Balance as of that
Distribution Date.

     Expense Fee Rate: As to each Mortgage Loan and any date of determination,
the Master Servicing Fee Rate.

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


                                      11
<PAGE>


     FHLMC: 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 to the
Federal Home Loan Mortgage Corporation.

     Final Certification: As defined in Section 2.02(a).

     FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act
of 1989.

     Fitch: Fitch, Inc., or any successor thereto. If Fitch is designated as a
Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b)
the address for notices to Fitch shall be Fitch, Inc., One State Street Plaza,
New York, New York 10004, Attention: Residential Mortgage Surveillance Group,
or such other address as Fitch may hereafter furnish to the Depositor and the
Master Servicer.

     FNMA: 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 to the Federal
National Mortgage Association.

     Gross Margin: With respect to each Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note that is added to the Mortgage Index on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Mortgage Loan.

     Group 1 Senior Certificates: As specified in the Preliminary Statement.

     Group 2 Senior Certificates: As specified in the Preliminary Statement.

     Group 3 Senior Certificates: As specified in the Preliminary Statement.

     Group 4 Senior Certificates: As specified in the Preliminary Statement.

     Group 5 Senior Certificates: As specified in the Preliminary Statement.

     Group 6 Senior Certificates: As specified in the Preliminary Statement.

     Index: With respect to any Interest Accrual Period for the COFI
Certificates, if any, the then-applicable index used by the Trustee pursuant
to Section 4.07 to determine the applicable Pass-Through Rate for such
Interest Accrual Period for the COFI Certificates.

     Indirect Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.

     Initial Certification: As defined in Section 2.02(a).

     Initial Component Principal Balance: As specified in the Preliminary
Statement.

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


                                      12
<PAGE>


     Insurance Proceeds: Proceeds paid by an insurer pursuant to any Insurance
Policy, in each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.

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

     Interest Accrual Period: With respect to each Class of Delay
Certificates, its corresponding REMIC Regular Interest(s) and any Distribution
Date, the calendar month prior to the month of such Distribution Date. With
respect to any Class of Non-Delay Certificates, its corresponding REMIC
Regular Interest(s) and any Distribution Date, the period commencing on the
Distribution Date in the month preceding the month in which such Distribution
Date occurs (other than the first Distribution Date, for which it is the
Closing Date) and ending on day immediately preceding that Distribution Date.

     Interest Determination Date: With respect to (a) any Interest Accrual
Period for any LIBOR Certificates and (b) any Interest Accrual Period for the
COFI Certificates for which the applicable Index is LIBOR, the second Business
Day prior to the first day of such Interest Accrual Period.

     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.

     Lender PMI Mortgage Loan: Certain Mortgage Loans as to which the lender
(rather than the Mortgagor) acquires the Primary Insurance Policy and charges
the related Mortgagor an interest premium.

     LIBOR: The London interbank offered rate for one-month United States
dollar deposits calculated in the manner described in Section 4.08.

     LIBOR Certificates: As specified in the Preliminary Statement.

     Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in
the calendar month preceding the month of such Distribution Date and as to
which the Master Servicer has determined (in accordance with this Agreement)
that it has received all amounts it expects to receive in connection with the
liquidation of such Mortgage Loan, including the final disposition of an REO
Property.

     Liquidation Proceeds: Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of defaulted 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, less the sum of related unreimbursed Master Servicing Fees,
Servicing Advances and Advances.

     Loan Group: Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan
Group 5 or Loan Group 6, as applicable.


                                      13
<PAGE>


     Loan Group 1: All Mortgage Loans identified as Loan Group 1 Mortgage
Loans on the Mortgage Loan Schedule.

     Loan Group 2: All Mortgage Loans identified as Loan Group 2 Mortgage
Loans on the Mortgage Loan Schedule.

     Loan Group 3: All Mortgage Loans identified as Loan Group 3 Mortgage
Loans on the Mortgage Loan Schedule.

     Loan Group 4: All Mortgage Loans identified as Loan Group 4 Mortgage
Loans on the Mortgage Loan Schedule.

     Loan Group 5: All Mortgage Loans identified as Loan Group 5 Mortgage
Loans on the Mortgage Loan Schedule.

     Loan Group 6: All Mortgage Loans identified as Loan Group 6 Mortgage
Loans on the Mortgage Loan Schedule.

     Loan-to-Value Ratio: With respect to any Mortgage Loan and as to any date
of determination, the fraction (expressed as a percentage) the numerator of
which is the principal balance of the related Mortgage Loan at that date of
determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.

     Lost Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.

     Maintenance: With respect to any Cooperative Unit, the rent paid by the
Mortgagor to the Cooperative Corporation pursuant to the Proprietary Lease.

     Majority in Interest: As to any Class of Regular Certificates, the
Holders of Certificates of such Class evidencing, in the aggregate, at least
51% of the Percentage Interests evidenced by all Certificates of such Class.

     Master REMIC: As described in the Preliminary Statement.

     Master Servicer: Countrywide Servicing, in its capacity as master
servicer hereunder.

     Master Servicer Advance Date: As to any Distribution Date, 12:30 p.m.
Pacific time on the Business Day immediately preceding such Distribution Date.

     Master Servicer Remittance Date: As to any Distribution Date, the 18th
day of the calendar month in which such Distribution Date occurs, or if such
18th day is not a Business Day, the next succeeding Business Day.

     Master Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an amount payable out of each full payment of interest received on such
Mortgage Loan and equal to one-twelfth of the Master Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the Due
Date in the month of such Distribution Date (prior to giving effect


                                      14
<PAGE>


to any Scheduled Payments due on such Mortgage Loan on such Due Date), subject
to reduction as provided in Section 3.14.

     Master Servicing Fee Rate: With respect to each Mortgage Loan, 0.375% per
annum.

     Maximum Mortgage Rate: With respect to each Mortgage Loan, the percentage
set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.

     Maximum Negative Amortization: With respect to each Mortgage Loan, the
percentage set forth in the related Mortgage Note as the percentage of the
original principal balance of Mortgage Note, that if exceeded due to Deferred
Interest, will result in a recalculation of the Scheduled Payment so that the
then unpaid principal balance of the Mortgage Note will be fully amortized
over the Mortgage Loan's remaining term to maturity.

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

     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 Bid Price: An amount equal to (1) the aggregate unpaid Class
Certificate Balance of the Certificates, (2) interest accrued and unpaid on
the Certificates (other than any Carryover Shortfall Amounts) and (3) any
unreimbursed Advances, Servicing Advances, fees and expenses of the Master
Servicer and the Trustee (including any expenses related to any auctions).

     Minimum Mortgage Rate: With respect to each Mortgage Loan, the greater of
(a) the Gross Margin set forth in the related Mortgage Note and (b) the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.

     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 4.06.

     Moody's: Moody's Investors Service, Inc., or any successor thereto. If
Moody's is designated as a Rating Agency in the Preliminary Statement, for
purposes of Section 10.05(b) the address for notices to Moody's shall be
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: Residential Pass-Through Monitoring, or such other address as
Moody's may hereafter furnish to the Depositor or the Master Servicer.


                                      15
<PAGE>


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

     Mortgage File: The mortgage documents listed in Section 2.01 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 Index: As to each Mortgage Loan, the index from time to time in
effect for adjustment of the Mortgage Rate as set forth as such on the related
Mortgage Note.

     Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Master Servicer to reflect the addition of Substitute Mortgage
Loans and the deletion of Deleted Mortgage Loans pursuant to the provisions of
this Agreement) transferred to the Trustee as part of the Trust Fund and from
time to time subject to this Agreement, attached to this Agreement as Schedule
I, setting forth the following information with respect to each Mortgage Loan
by Loan Group:

          (i) the loan number;

          (ii) the Mortgagor's name and the street address of the Mortgaged
          Property, including the zip code;

          (iii) the maturity date;

          (iv) the original principal balance;

          (v) the Cut-off Date Principal Balance;

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

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

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

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

          (x) a code indicating whether the residential dwelling is either (a)
          a detached or attached single family dwelling, (b) a dwelling in a
          de minimis PUD, (c) a condominium unit or PUD (other than a de
          minimis PUD), (d) a two- to four-unit residential property or (e) a
          Cooperative Unit;

          (xi) the Mortgage Rate in effect on the Cut-off Date;

          (xii) the Master Servicing Fee Rate both before and after the
          initial Adjustment Date for each Mortgage Loan;


                                      16
<PAGE>


          (xiii) a code indicating whether the Mortgage Loan is a Lender PMI
          Mortgage Loan and, in the case of any Lender PMI Mortgage Loan, a
          percentage representing the amount of the related interest premium
          charged to the borrower;

          (xiv) the purpose for the Mortgage Loan;

          (xv) the type of documentation program pursuant to which the
          Mortgage Loan was originated;

          (xvi) [Reserved];

          (xvii) the direct servicer of such Mortgage Loan as of the Cut-off
          Date;

          (xviii) a code indicating whether the Mortgage Loan is a MERS
          Mortgage Loan, and

          (xix) with respect to each Mortgage Loan, the Gross Margin, the
          Mortgage Index, the Maximum Mortgage Rate, the Minimum Mortgage
          Rate, the first Adjustment Date, the Payment Adjustment Date and
          Maximum Negative Amortization for such Mortgage Loan.

     Such schedule shall also set forth the total of the amounts described
under (iv) and (v) above for all of the Mortgage Loans and for each Loan
Group.

     Mortgage Loans: Such of the mortgage loans as from time to time are
transferred and assigned to the Trustee pursuant to the provisions of this
Agreement and that are held as a part of the Trust Fund (including any REO
Property), the mortgage loans so held being identified in the Mortgage Loan
Schedule, notwithstanding foreclosure or other acquisition of title of the
related Mortgaged Property.

     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, net of any interest premium charged by the mortgagee to obtain
or maintain any Primary Insurance Policy.

     Mortgaged Property: The underlying property securing a Mortgage Loan,
which, with respect to a Cooperative Loan, is the related Coop Shares and
Proprietary Lease.

     Mortgagor: The obligor(s) on a Mortgage Note.

     National Cost of Funds Index: The National Monthly Median Cost of Funds
Ratio to SAIF-Insured Institutions published by the Office of Thrift
Supervision.


                                      17
<PAGE>


     Net Deferred Interest: With respect to each Loan Group and Distribution
Date, an amount equal to the excess, if any, of the Deferred Interest that
accrued on the Mortgage Loans in that Loan Group for the related Due Period
over the Principal Prepayment Amount for such Loan Group and Distribution
Date.

     Net Payments: As to any Distribution Date and Loan Group, the sum of the
Principal Payment Amount and the Net Principal Prepayment Amount for such
Distribution Date and Loan Group.

     Net Prepayment Interest Shortfalls: As to any Distribution Date and Loan
Group, the amount by which the aggregate of Prepayment Interest Shortfalls for
such Loan Group exceeds an amount equal to the sum of (a) the Compensating
Interest for such Loan Group for such Distribution Date and (b) the excess, if
any, of the Compensating Interest with respect to the Mortgage Loans of each
other Loan Group for such Distribution Date over Prepayment Interest
Shortfalls experienced by the Mortgage Loans in such other Loan Groups during
such Prepayment Period.

     Net Principal Prepayment Amount: As to any Distribution Date and Loan
Group, the amount equal to the excess, if any, of the (i) Principal Prepayment
Amount for that Loan Group over (ii) the aggregate amount of Deferred Interest
accrued on the Mortgage Loans in that Loan Group for the related Due Period.

     Net Rate Cap: As to (i) any Class of Senior LIBOR Certificates, the
related Weighted Average Adjusted Net Mortgage Rate for the related Loan
Group, adjusted to reflect the accrual of interest on the basis of a 360-day
year and the actual number of days that elapsed in the related Interest
Accrual Period, and (ii) any Class of Subordinated Certificates, the
Subordinate Weighted Average Rate.

     Non-Delay Certificates: As specified in the Preliminary Statement.

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

     Notice of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates
shall be made only upon presentation and surrender thereof.

     Notional Amount: Not applicable.

     Notional Amount Certificates: Not applicable.

     Notional Amount Components: As specified in the Preliminary Statement.

     Offered Certificates: As specified in the Preliminary Statement.

     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


                                      18
<PAGE>


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.

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

     Optional Termination: The termination of the trust created under this
Agreement in connection with the purchase of the Mortgage Loans pursuant to
Section 9.01.

     Optional Termination Date: The Distribution Date on which the Pool Stated
Principal Balance is less than or equal to ten percent (10%) of the Cut-off
Date Pool Principal Balance.

     Original Applicable Credit Support Percentage: With respect to each of
the following Classes of Subordinated Certificates, the corresponding
percentage described below, as of the Closing Date:

                       Class M.............        7.35%
                       Class B-1...........        5.25%
                       Class B-2...........        3.55%
                       Class B-3...........        2.30%
                       Class B-4...........        0.95%
                       Class B-5...........        0.40%

     Original Mortgage Loan: The mortgage loan refinanced in connection with
the origination of a Refinancing Mortgage Loan.

     Original Subordinate Principal Balance: On or prior to the fifth Senior
Termination Date, the Subordinated Percentage for a Loan Group of the
aggregate Stated Principal Balances of the Mortgage Loans in such Loan Group,
in each case as of the Cut-off Date or, if such date is after the fifth Senior
Termination Date, the aggregate of the Class Certificate Balances of the
Subordinated Certificates as of the Closing Date.

     OTS: The Office of Thrift Supervision.

     Outside Reference Date: As to any Interest Accrual Period for the COFI
Certificates, the close of business on the tenth day thereof.

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


                                      19
<PAGE>


          (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 Due Date, a Mortgage Loan with a
Stated Principal Balance greater than zero, which was not the subject of a
Principal Prepayment in Full prior to the end of the related Prepayment Period
and which did not become a Liquidated Mortgage Loan prior to the end of the
related Prepayment Period.

     Overcollateralized Group: As defined in Section 4.05.

     Ownership Interest: As to any Residual 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.

     Pass-Through Margin: With respect to any Distribution Date and each Class
of LIBOR Certificates, the per annum rate indicated in the following table:

                                    Pass-Through             Pass-Through
              Class                   Margin (1)               Margin (2)
      -------------------------  --------------------  ---------------------
      Class 1-A-1.............          0.310%                   0.620%
      Class 2-A-1.............          0.330%                   0.660%
      Class 3-A-1.............          0.330%                   0.660%
      Class 4-A-1.............          0.290%                   0.580%
      Class 4-A-2.............          0.380%                   0.760%
      Class 5-A-1.............          0.350%                   0.700%
      Class 6-A-1.............          0.340%                   0.680%
      Class 6-A-2.............          0.380%                   0.760%
      Class 6-A-3.............          0.350%                   0.700%
      Class M.................          0.550%                   0.825%
      Class B-1...............          0.900%                   1.350%
      Class B-2...............          1.250%                   1.875%
      Class B-3...............          1.250%                   1.875%
      Class B-4...............          1.250%                   1.875%
      Class B-5...............          1.250%                   1.875%

      ----------------------
      (1)  For any Interest Accrual Period related to any Distribution Date
           occurring on or prior to the Optional Termination Date.
      (2)  For each other Interest Accrual Period.

     Pass-Through Rate: For any interest-bearing Class of Certificates or
Component (which for the purposes of clarification shall not include the
Principal Only Components), the per annum rate set forth or calculated in the
manner described in the Preliminary Statement.

     Payment Adjustment Date: For each Mortgage Loan, the date specified in
the related Mortgage Note as the annual date on which the related Scheduled
Payment will be adjusted.


                                      20
<PAGE>


     Percentage Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.

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

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

          (ii) general obligations of or obligations guaranteed by any state
          of the United States or the District of Columbia receiving the
          highest long-term debt rating of each Rating Agency, or such lower
          rating as will not result in the downgrading or withdrawal of the
          ratings then assigned to the Certificates by each 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 will not result in the
          downgrading or withdrawal of the ratings then assigned to the
          Certificates by each 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
          Rating Agency for such securities, or such lower ratings as will not
          result in the downgrading or withdrawal of the rating then assigned
          to the Certificates by either 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) units of a taxable money-market portfolio having the highest
          rating assigned by each Rating Agency (except if Fitch is a Rating
          Agency and has not rated the portfolio, the highest rating assigned
          by Moody's) and restricted to obligations issued or guaranteed by
          the United States of America or entities whose obligations are
          backed by the full faith and credit of the United States of America
          and repurchase agreements collateralized by such obligations; and

          (vii) such other relatively risk free investments bearing interest
          or sold at a discount acceptable to each Rating Agency as will not
          result in the downgrading


                                      21
<PAGE>


          or withdrawal of the rating then assigned to the Certificates by
          either Rating Agency, as evidenced by a signed writing delivered by
          each Rating Agency

provided, that no such instrument shall be a Permitted Investment if such
instrument evidences the right to receive interest only payments with respect
to the obligations underlying such instrument.

     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) which 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 Residual 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 created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, or an estate or
trust 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 the authority to control all substantial decisions of the trust
unless such Person has furnished the transferor and the Trustee with a duly
completed Internal Revenue Service Form W-8ECI or any applicable successor
form, and (vii) any other Person so designated by the Depositor based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a Residual
Certificate to such Person may cause any REMIC created under this Agreement to
fail to qualify as a REMIC at any time that the 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, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government, or any agency or political
subdivision thereof.

     Physical Certificate: As specified in the Preliminary Statement.

     Planned Balance: With respect to any group of Planned Principal Classes
or Components in the aggregate and any Distribution Date appearing in Schedule
V hereto, the Aggregate Planned Balance for such group and Distribution Date.
With respect to any other Planned Principal Class or Component and any
Distribution Date appearing in Schedule V hereto, the applicable amount
appearing opposite such Distribution Date for such Class or Component.

     Planned Principal Classes: As specified in the Preliminary Statement.


                                      22
<PAGE>


     Planned Principal Components: As specified in the Preliminary Statement.

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

     Prepayment Interest Shortfall: As to any Distribution Date, any Mortgage
Loan and any Principal Prepayment received in the portion of the Prepayment
Period occurring in the calendar month prior to the month of such Distribution
Date, the amount, if any, by which one month's interest at the related
Mortgage Rate, net of the related Master Servicing Fee Rate, on such Principal
Prepayment exceeds the amount of interest paid in connection with such
Principal Prepayment.

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

     Primary Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage
Loan.

     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 Amount: As to any Distribution Date and any Loan Group, the sum
of (a) the principal portion of each Scheduled Payment (without giving effect
to any reductions thereof caused by any Debt Service Reductions or Deficient
Valuations) due on each Mortgage Loan (other than a Liquidated Mortgage Loan)
in the related Loan Group on the related Due Date to the extent received or
advanced, (b) the principal portion of the Purchase Price of each Mortgage
Loan in the related Loan Group that was repurchased by the Seller or purchased
by the Master Servicer pursuant to this Agreement as of such Distribution
Date, (c) the Substitution Adjustment Amount in connection with any Deleted
Mortgage Loan in such Loan Group received with respect to such Distribution
Date, (d) any Insurance Proceeds or net Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans in the related Loan Group that are
not yet Liquidated Mortgage Loans received during the calendar month preceding
the month of such Distribution Date, (e) with respect to each Mortgage Loan in
a Loan Group that became a Liquidated Mortgage Loan during the calendar month
preceding the month of such Distribution Date, the amount of the net
Liquidation Proceeds allocable to principal received during the calendar month
preceding the month of such Distribution Date with respect to such Mortgage
Loan, (f) all Principal Prepayments for such Loan Group received during the
related Prepayment Period and any Subsequent Recoveries on the Mortgage Loans
in the related Loan Group received during the calendar month preceding the
month of such Distribution Date, and (g) any Transfer Payments Received for
such Loan Group, minus any Transfer Payments Made for such Loan Group and
Distribution Date in accordance with Section 4.05.

     Principal and Interest Component: As specified in the Preliminary
Statement.

     Principal Only Component: As specified in the Preliminary Statement.


                                      23
<PAGE>


     Principal Payment Amount: As to any Distribution Date and any Loan Group,
the sum of (i) the amounts described in clauses (a) through (d) of the
definition of "Principal Amount" for such Distribution Date and Loan Group.

     Principal Prepayment: Any payment of principal by a Mortgagor on a
Mortgage Loan that is received in advance of its scheduled Due Date and is not
accompanied by an amount 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 Prepayment Amount: As to any Distribution Date and any Loan
Group, the sum of (i) the amount described in clauses (e) and (f) of the
definition of "Principal Amount" for such Distribution Date and Loan Group.

     Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.

     Principal Relocation Payment: A payment from any Loan Group to Lower Tier
REMIC A Regular Interests other than those of their Corresponding 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 also consist of a proportionate allocation of
Realized Losses from the Mortgage Loans of a Loan Group.

     Private Certificate: As specified in the Preliminary Statement.

     Pro Rata Share: As to any Distribution Date, the Subordinated Principal
Distribution Amount and any Class of Subordinated Certificates, the portion of
the Subordinated Principal Distribution Amount allocable to such Class, equal
to the product of the Subordinated Principal Distribution Amount on such
Distribution Date and a fraction, the numerator of which is the related Class
Certificate Balance thereof and the denominator of which is the aggregate of
the Class Certificate Balances of the Subordinated Certificates.

     Pro Rata Subordinated Percentage: As to any Distribution Date and Loan
Group, 100% minus the related Senior Percentage for such Distribution Date.

     Proprietary Lease: With respect to any Cooperative Unit, a lease or
occupancy agreement between a Cooperative Corporation and a holder of related
Coop Shares.

     Prospectus: The prospectus dated August 24, 2004 generally relating to
mortgage pass-through certificates to be sold by the Depositor.

     Prospectus Supplement: The prospectus supplement dated January 27, 2005
relating to the Offered Certificates.

     PUD: Planned Unit Development.

     Purchase Price: With respect to any Mortgage Loan required to be
purchased by the Seller pursuant to Section 2.02 or 2.03 or purchased at the
option of the Master Servicer pursuant to Section 3.11, an amount equal to the
sum of (i) 100% of the unpaid principal balance of the


                                      24
<PAGE>


Mortgage Loan on the date of such purchase, (ii) accrued interest thereon at
the applicable Mortgage Rate (or at the applicable Adjusted Mortgage Rate if
(x) the purchaser is the Master Servicer or (y) if the purchaser is
Countrywide and Countrywide is an affiliate of the Master Servicer) from the
date through which interest was last paid by the Mortgagor to the Due Date in
the month in which the Purchase Price is to be distributed to
Certificateholders and (iii) costs and damages incurred by the Trust Fund in
connection with a repurchase pursuant to Section 2.03 that arises out of a
violation of any predatory or abusive lending law with respect to the related
Mortgage Loan.

     Qualified Bidder: Any nationally-recognized broker dealer other than the
Seller, the Master Servicer and any of their respective Affiliates.

     Qualified Insurer: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal place of business and
each state having jurisdiction over such insurer in connection with the
insurance policy issued by such insurer, duly authorized and licensed in such
states to transact a mortgage guaranty insurance business in such states and
to write the insurance provided by the insurance policy issued by it, approved
as a FNMA-approved mortgage insurer and having a claims paying ability rating
of at least "AA" or equivalent rating by a nationally recognized statistical
rating organization. Any replacement insurer with respect to a Mortgage Loan
must have at least as high a claims paying ability rating as the insurer it
replaces had on the Closing Date.

     Rating Agency: Each of the Rating Agencies specified in the Preliminary
Statement. If any such organization or a successor is no longer in existence,
"Rating Agency" shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the Depositor,
notice of which designation shall be given to the Trustee. References in this
Agreement 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 the Liquidated Mortgage Loan as of the date of such liquidation,
plus (ii) interest at the Adjusted Net Mortgage Rate from the Due Date as to
which interest was last paid or advanced (and not reimbursed) to
Certificateholders 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 from time to time, minus (iii) the Liquidation
Proceeds, if any, received during the month in which such liquidation
occurred, to the extent applied as recoveries of interest at the Adjusted Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan. With respect
to each Mortgage Loan that has become the subject of a Deficient Valuation, 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 principal portion of the
related Scheduled Payment has been reduced.


                                      25
<PAGE>


     To the extent the Master Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of Realized Losses with respect to
that Mortgage Loan will be reduced by the amount of those Subsequent
Recoveries.

     Recognition Agreement: With respect to any Cooperative Loan, an agreement
between the Cooperative Corporation and the originator of such Mortgage Loan
which establishes the rights of such originator in the Cooperative Property.

     Record Date: With respect to any Distribution Date, (i) in the case of
the LIBOR Certificates represented by Book-Entry Certificates, the Business
Day immediately preceding such Distribution Date and (ii) in the case of LIBOR
Certificates represented by Definitive Certificates and in the case of all
other Certificates, the close of business on the last Business Day of the
month preceding the month in which such Distribution Date occurs.

     Reference Bank: As defined in Section 4.07.

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

     Regular Certificates: As specified in the Preliminary Statement.

     Relief Act: The Servicemembers Civil Relief Act or similar state laws.

     Relief Act Reductions: With respect to any Distribution Date and any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act, the amount, if any, by which (i) interest
collectible on such Mortgage Loan for the most recently ended calendar month
is less than (ii) interest accrued thereon for such month pursuant to the
Mortgage Note.

     REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.

     REMIC Change of Law: Any proposed, temporary or final regulation, revenue
ruling, revenue procedure or other official announcement or interpretation
relating to REMICs and the REMIC Provisions issued after the Closing Date.

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

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

     Request for Release: The Request for Release submitted by the Master
Servicer to the Trustee, substantially in the form of Exhibits M and N to this
Agreement, as appropriate.

     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.


                                      26
<PAGE>


     Residual Certificates: As specified in the Preliminary Statement.

     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.

     Restricted Classes: As defined in Section 4.02(e).

     Scheduled Balances: Not applicable.

     Scheduled Classes: As specified in the Preliminary Statement.

     Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified in this Agreement, shall give effect to any
related Debt Service Reduction and any Deficient Valuation that affects the
amount of the monthly payment due on such Mortgage Loan.

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

     Seller: Goldman Sachs Mortgage Company, a New York limited partnership
and its successors and assigns, in its capacity as the seller of the Mortgage
Loans to the Depositor.

     Senior Certificate Group: As specified in the Preliminary Statement.

     Senior Certificates: As specified in the Preliminary Statement.

     Senior Class X Variable Strip Certificates: As specified in the
Preliminary Statement.

     Senior Credit Support Depletion Date: The date on which the Class
Certificate Balance of each Class of Subordinated Certificates has been
reduced to zero.

     Senior LIBOR Certificates: As specified in the Preliminary Statement.

     Senior Percentage: As to any Senior Certificate Group and Distribution
Date, the percentage equivalent of a fraction the numerator of which is the
aggregate of the Class Certificate Balances of each Class of Senior
Certificates of such Senior Certificate Group (other than any related Notional
Amount Component or Notional Amount Certificate) immediately prior to such
Distribution Date and the denominator of which is the aggregate of the Stated
Principal Balances of each Mortgage Loan in the related Loan Group as of the
Due Date in the month preceding the month of that Distribution Date (after
giving effect to Principal Prepayments received on the Mortgage Loans in the
Prepayment Period related to that preceding Due Date); provided, however, that
on any Distribution Date after the fifth Senior Termination Date, the Senior
Percentage for the Senior Certificates of the remaining Senior Certificate
Group is the percentage equivalent of a fraction, the numerator of which is
the aggregate of the Class Certificate Balances of each such Class of Senior
Certificates (other than any related Notional Amount Component or Notional
Amount Certificate) immediately prior to such Distribution Date and the
denominator of which is the aggregate of the Class Certificate Balances of all


                                      27
<PAGE>


Classes of Certificates immediately prior to such Distribution Date. In no
event will the Senior Percentage be greater than 100%.

     Senior Prepayment Percentage: As to a Senior Certificate Group and any
Distribution Date during the ten years beginning on the first Distribution
Date, 100%. The related Senior Prepayment Percentage for any Distribution Date
occurring on or after the tenth anniversary of the first Distribution Date
will, except as provided in this Agreement, be as follows: for any
Distribution Date in the first year thereafter, the related Senior Percentage
plus 70% of the related Subordinated Percentage for such Distribution Date;
for any Distribution Date in the second year thereafter, the related Senior
Percentage plus 60% of the related Subordinated Percentage for such
Distribution Date; for any Distribution Date in the third year thereafter, the
related Senior Percentage plus 40% of the related Subordinated Percentage for
such Distribution Date; for any Distribution Date in the fourth year
thereafter, the related Senior Percentage plus 20% of the related Subordinated
Percentage for such Distribution Date; and for any Distribution Date
thereafter, the related Senior Percentage for such Distribution Date (unless
on any Distribution Date the related Senior Percentage exceeds the initial
Senior Percentage of such Senior Certificate Group as of the Closing Date, in
which case the Senior Prepayment Percentage for each Senior Certificate Group
for such Distribution Date will once again equal 100%). Notwithstanding the
foregoing, (i) no decrease in the Senior Prepayment Percentage will occur
unless both of the Senior Step Down Conditions are satisfied with respect to
each Loan Group and (ii) if the Two Times Test is satisfied on a Distribution
Date, (a) on or before the Distribution Date in January 2008, the Senior
Prepayment Percentage for each Senior Certificate Group will equal the related
Senior Percentage plus 50% of the Pro Rata Subordinated Percentage and (b)
after the Distribution Date in January 2008, the Senior Prepayment Percentage
for each Senior Certificate Group will equal the related Senior Percentage.

     Senior Principal Distribution Amount: As to any Distribution Date and
Senior Certificate Group, the sum of (i) the related Senior Percentage of the
Principal Payment Amount with respect to the related Loan Group for such
Distribution Date, (ii) the related Senior Prepayment Percentage of the Net
Principal Prepayment Amount with respect to the related Loan Group for such
Distribution Date and (iii) any Transfer Payments Received for that Loan Group
and Distribution Date; provided, however that on any Distribution Date after
the fifth Senior Termination Date, the Senior Principal Distribution Amount
for the remaining Senior Certificate Group will be calculated pursuant to the
above formula based upon all the Mortgage Loans, as opposed to the Mortgage
Loans in the related Loan Group.

     Senior Step Down Conditions: As of the first Distribution Date as to
which any decrease in the Senior Prepayment Percentage applies, (i) the
outstanding principal balance of all Mortgage Loans in a Loan Group delinquent
60 days or more (including Mortgage Loans in foreclosure, REO Property and
Mortgage Loans, the Mortgagors of which are in bankruptcy) (averaged over the
preceding six month period), as a percentage of (a) if such date is on or
prior to the fifth Senior Termination Date, the Subordinated Percentage for
such Loan Group of the aggregate Stated Principal Balance of the Mortgage
Loans in that Loan Group, or (b) if such date is after the fifth Senior
Termination Date, the aggregate Class Certificate Balance of the Subordinated
Certificates for such Distribution Date, does not equal or exceed 50%, and
(ii) cumulative Realized Losses on all the Mortgage Loans in that Loan Group
do not exceed: (a) commencing with the Distribution Date on the tenth
anniversary of the first Distribution Date, 30% of the Original Subordinate
Principal Balance, (b) commencing with the Distribution Date


                                      28
<PAGE>


on the eleventh anniversary of the first Distribution Date, 35% of the
Original Subordinate Principal Balance, (c) commencing with the Distribution
Date on the twelfth anniversary of the first Distribution Date, 40% of the
Original Subordinate Principal Balance, (d) commencing with the Distribution
Date on the thirteenth anniversary of the first Distribution Date, 45% of the
Original Subordinate Principal Balance and (e) commencing with the
Distribution Date on the fourteenth anniversary of the first Distribution
Date, 50% of the Original Subordinate Principal Balance.

     Senior Termination Date: For each Senior Certificate Group, the
Distribution Date on which the aggregate Class Certificate Balance of the
related Classes of Senior Certificates have been reduced to zero.

     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, including, but not limited to, the cost of (i)
the preservation, restoration and protection of a Mortgaged Property, (ii) any
expenses reimbursable to the Master Servicer pursuant to Section 3.11 and any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Section 3.09.

     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.

     S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. If S&P is designated as a Rating Agency in the Preliminary
Statement, for purposes of Section 10.05(b) the address for notices to S&P
shall be Standard & Poor's Ratings Services, 55 Water Street, New York, New
York 10041, Attention: Mortgage Surveillance Monitoring, or such other address
as S&P may hereafter furnish to the Depositor and the Master Servicer.

     Startup Day: The Closing Date.

     Stated Principal Balance: As to any Mortgage Loan and date, the unpaid
principal balance of such Mortgage Loan as of the Due Date immediately
preceding such date, as specified in the amortization schedule at the time
relating thereto (before any adjustment to such amortization schedule by
reason of any moratorium or similar waiver or grace period) after giving
effect to the sum of: (i) any previous partial Principal Prepayments and the
payment of principal due on such Due Date, irrespective of any delinquency in
payment by the related Mortgagor, (ii) Liquidation Proceeds allocable to
principal (other than with respect to any Liquidated Mortgage Loan) received
in the prior calendar month and Principal Prepayments received through the
last day of the related Prepayment Period, in each case, with respect to that
Mortgage Loan and (iii) any Deferred Interest added to the principal balance
of that Mortgage Loan pursuant to the terms of the related Mortgage Note on or
prior to that Due Date.

     Streamlined Documentation Mortgage Loan: Any Mortgage Loan originated
pursuant to the Countrywide's Streamlined Loan Documentation Program then in
effect. For the purposes of this Agreement, a Mortgagor is eligible for a
mortgage pursuant to Countrywide's Streamlined


                                      29
<PAGE>


Loan Documentation Program if that Mortgagor is refinancing an existing
mortgage loan that was originated or acquired by Countrywide where, among
other things, the mortgage loan has not been more than 30 days delinquent in
payment during the previous twelve month period.

     Subordinate Weighted Average Rate: For each Interest Accrual Period
related to each Distribution Date, a per annum rate equal to (1) the sum of
the following for each Loan Group: the product of (x) the Weighted Average
Adjusted Net Mortgage Rate of the Mortgage Loans in that Loan Group and (y)
the related Subordinated Portion immediately prior to that Distribution Date,
divided by (2) the aggregate Class Certificate Balance of the Subordinated
Certificates immediately prior to that Distribution Date, adjusted for the
related Interest Accrual Period.

     Subordinated Adjusted Cap Rate: For any Distribution Date, the weighted
average of each of the Adjusted Cap Rates, weighted on the basis of the
Subordinated Portion of the Mortgage Loans in the related Loan Group.

     Subordinated Certificates: As specified in the Preliminary Statement.

     Subordinated Percentage: As to any Distribution Date on or prior to the
fifth Senior Termination Date and Loan Group, 100% minus the Senior Percentage
for the Senior Certificate Group relating to such Loan Group for such
Distribution Date. As to any Distribution Date after the fifth Senior
Termination Date, 100% minus the Senior Percentage for such Distribution Date.

     Subordinated Portion: For any Distribution Date and any Loan Group, an
amount equal to the aggregate Stated Principal Balance of the Mortgage Loans
in that Loan Group as of the end of the Prepayment Period related to the
immediately preceding Distribution Date, minus the sum of the aggregate Class
Certificate Balance of the related Classes of Senior Certificates immediately
prior to such Distribution Date.

     Subordinated Prepayment Percentage: As to any Distribution Date and Loan
Group, 100% minus the related Senior Prepayment Percentage for such
Distribution Date.

     Subordinated Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the excess of (A) the
sum, not less than zero, of the sum of (i) the related Subordinated Percentage
of the Principal Payment Amount for that Loan Group and that Distribution Date
and (ii) the related Subordinated Prepayment Percentage for that Loan Group of
the Net Principal Prepayment Amount for that Loan Group and that Distribution
Date over (B) any Transfer Payments Made for such Loan Group; provided,
however, that on any Distribution Date after the fifth Senior Termination
Date, the Subordinated Principal Distribution Amount will not be calculated by
Loan Group but will equal the amount calculated pursuant to the formula set
forth above based on the related Subordinated Percentage and Subordinated
Prepayment Percentage for the Subordinated Certificates for such Distribution
Date with respect to all of the Mortgage Loans as opposed to the Mortgage
Loans only in the related Loan Group.

     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) specifically
related to such Liquidated Mortgage Loan.


                                      30
<PAGE>


     Subservicer: Any person to whom the Master Servicer has contracted for
the servicing of all or a portion of the Mortgage Loans pursuant to Section
3.02.

     Substitute Mortgage Loan: A Mortgage Loan substituted by the Seller for a
Deleted Mortgage Loan which must, on the date of such substitution, as
confirmed in a Request for Release, substantially in the form of Exhibit M,
(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 more than 10% less than the Stated Principal Balance of the Deleted
Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more
than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv)
have a remaining term to maturity no greater than (and not more than one year
less than that of) the Deleted Mortgage Loan; (v) have a Maximum Mortgage Rate
not more than 1% per annum higher than, that of the Deleted Mortgage Loan;
(vi) have a Minimum Mortgage Rate specified in its related mortgage note not
more than 1% per annum higher or lower than the Minimum Mortgage Rate of the
Deleted Mortgage Loan; (vii) have the same Mortgage Index and Mortgage Index
reset period as the Deleted Mortgage Loan and a Gross Margin not more than 1%
per annum higher or lower than that of the Deleted Mortgage Loan; (viii) not
be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan;
(ix) have the same Maximum Negative Amortization, payment cap and recast
provisions as the Deleted Mortgage Loan; and (x) comply with each
representation and warranty set forth in Section 2.03.

     Substitution Adjustment Amount: As defined in Section 2.03.

     Successful Auction: An auction held pursuant to Section 9.04 hereof at
which at least three Qualified Bidders submitted bids and at least the Minimum
Bid Price was bid as the purchase price for the Mortgage Loans and any related
REO Properties by a Qualified Bidder.

     Targeted Balance: With respect to any group of Targeted Principal Classes
or Components in the aggregate and any Distribution Date appearing in Schedule
V hereto, the Aggregate Targeted Balance for such group and Distribution Date.
With respect to any other Targeted Principal Class or Component and any
Distribution Date appearing in Schedule V hereto, the applicable amount
appearing opposite such Distribution Date for such Class or Component.

     Targeted Principal Classes: As specified in the Preliminary Statement.

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

     Tax Matters Person Certificate: The Class A-R Certificate with a
Denomination of $0.01.

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

     Transfer Payment: Either or both of a Transfer Payment Made or a Transfer
Payment Received.


                                      31
<PAGE>


     Transfer Payment Made: As defined in Section 4.05.

     Transfer Payment Received: As defined in Section 4.05.

     Trust Fund: The corpus of the trust created under this Agreement
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 of the Mortgage Loans; (ii) the
Certificate Account, the Distribution Account and the Carryover Shortfall
Reserve Fund, and all amounts deposited therein pursuant to the applicable
provisions of this Agreement; (iii) property that secured a Mortgage Loan and
has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise;
and (iv) all proceeds of the conversion, voluntary or involuntary, of any of
the foregoing.

     Trustee: The Bank of New York and its successors and, if a successor
trustee is appointed under this Agreement, such successor.

     Trustee Advance Rate: With respect to any Advance made by the Trustee
pursuant to Section 4.01(b), 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%.

     Two Times Test: As to any Distribution Date, if (i) the Aggregate
Subordinated Percentage is at least 200% of the Aggregate Subordinated
Percentage as of the Closing Date, (ii) the outstanding aggregate Stated
Principal Balance of all Mortgage Loans delinquent 60 days or more (averaged
over the preceding six month period), as a percentage of the aggregate Class
Certificate Balance of the Subordinated Certificates, does not equal or exceed
50% and (ii) the cumulative Realized Losses on all the Mortgage Loans do not
exceed (x) with respect to any Distribution Date on or before January 2008,
20% of the aggregate Class Certificate Balance of the Subordinated
Certificates on the Closing Date or (y) with respect to any Distribution Date
after January 2008, 30% of the aggregate Class Certificate Balance of the
Subordinated Certificates on the Closing Date.

     Undercollateralized Group: As defined in Section 4.05.

     Underwriters: As specified in the Preliminary Statement.

     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.

     Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to each Class of
outstanding Class X Certificates, if any (such Voting Rights to be allocated
among the holders of Certificates of each such Class in accordance with their
respective Percentage Interests), (b) 1% of all Voting Rights shall be
allocated to the Class C Certificates (such Voting Rights to be allocated
among the holders of Certificates in accordance with their respective
Percentage Interests), and (c) the remaining Voting Rights shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.


                                      32
<PAGE>


     Weighted Average Adjusted Net Mortgage Rate: As to any Distribution Date
and Loan Group, the average of the Adjusted Net Mortgage Rate of each Mortgage
Loan in that Loan Group, weighted on the basis of its Stated Principal Balance
as of the end of the Prepayment Period related to the immediately preceding
Distribution Date.

     Winning Bidder: With respect to a Successful Auction, the Qualified
Bidder offering to pay the highest price (but in no event less than the
Minimum Bid Price) for the assets of the Trust Fund.


                                      33
<PAGE>


                                  ARTICLE II
                         CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

     SECTION 2.01. Conveyance of Mortgage Loans

     (a) The Seller, concurrently with the execution and delivery of this
Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys
to the Depositor, without recourse, all its respective right, title and
interest in and to the related Mortgage Loans, including all interest and
principal received or receivable by the Seller, on or with respect to the
applicable Mortgage Loans after the Cut-off Date and all interest and
principal payments on the related Mortgage Loans received prior to the Cut-off
Date in respect of installments of interest and principal due thereafter, but
not including payments of principal and interest due and payable on such
Mortgage Loans on or before the Cut-off Date. On or prior to the Closing Date,
the Seller shall deliver to the Depositor or, at the Depositor's direction, to
the Trustee or other designee of the Depositor, the Mortgage File for each
Mortgage Loan listed in the Mortgage Loan Schedule. Such delivery of the
Mortgage Files shall be made against payment by the Depositor of the purchase
price, previously agreed to by the Seller and Depositor, for the Mortgage
Loans. With respect to any Mortgage Loan that does not have a first payment
date on or before the Due Date in the month of the first Distribution Date,
the Seller shall deposit to the Distribution Account on or before the
Distribution Account Deposit Date relating to the first Distribution Date, an
amount equal to one month's interest at the related Adjusted Mortgage Rate on
the Cut-off Date Principal Balance of such Mortgage Loan. In addition, on the
Closing Date, the Depositor shall cause $100.00 to be deposited into the Class
C Distribution Account.

     (b) Immediately upon the conveyance of the Mortgage Loans referred to in
clause (a), the Depositor sells, transfers, assigns, sets over and otherwise
conveys to the Trustee for the benefit of the Certificateholders, without
recourse, all the right, title and interest of the Depositor in and to the
Trust Fund together with the Depositor's right to require the Seller to cure
any breach of a representation or warranty made in this Agreement by the
Seller or to repurchase or substitute for any affected Mortgage Loan in
accordance herewith.

     (c) In connection with the transfer and assignment set forth in clause
(b) above, the Depositor has delivered or caused to be delivered to the
Trustee within thirty (30) days following the Closing Date for the benefit of
the Certificateholders the following documents or instruments with respect to
each Mortgage Loan so assigned:

               (i) (A) 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 showing 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

                   (B) with respect to any Lost Mortgage Note, a lost note
          affidavit from the Seller or the originator stating that the original
          Mortgage Note was lost or destroyed, together with a copy of such
          Mortgage Note;


                                      34
<PAGE>


               (ii) except as provided below and for each Mortgage Loan that
          is not a MERS Mortgage Loan, the original recorded Mortgage or a
          copy of such Mortgage certified by the Seller or the originator as
          being a true and complete copy of the Mortgage (or, in the case of a
          Mortgage for which the related Mortgaged Property is located in the
          Commonwealth of Puerto Rico, a true copy of the Mortgage certified
          as such by the applicable notary) and in the case of each MERS
          Mortgage Loan, the original Mortgage, noting the presence of the MIN
          of the Mortgage Loans and either language indicating that the
          Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if
          the Mortgage Loan was not a MOM Loan at origination, the original
          Mortgage and the assignment thereof to MERS, 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 (which may
          be included in a blanket assignment or assignments), together with,
          except as provided below, all interim recorded assignments of such
          mortgage (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 the
          assignment relates); provided that, if the related Mortgage has not
          been returned from the applicable public recording office, such
          assignment of the Mortgage may exclude the information to be
          provided by the recording office; provided, further, that such
          assignment of Mortgage need not be delivered in the case of a
          Mortgage for which the related Mortgaged Property is located in the
          Commonwealth of Puerto Rico;

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

               (v) except as provided below, the original or duplicate
          original lender's title policy or a printout of the electronic
          equivalent and all riders thereto; and

               (vi) in the case of a Cooperative Loan, the originals of the
          following documents or instruments:

                    (A) The Coop Shares, together with a stock power in blank;

                    (B) The executed Security Agreement;

                    (C) The executed Proprietary Lease;

                    (D) The executed Recognition Agreement;

                    (E) The executed UCC-1 financing statement with evidence
               of recording thereon which have been filed in all places
               required to perfect the Seller's interest in the Coop Shares
               and the Proprietary Lease; and


                                      35
<PAGE>


                    (F) The executed UCC-3 financing statements or other
               appropriate UCC financing statements required by state law,
               evidencing a complete and unbroken line from the mortgagee to
               the Trustee with evidence of recording thereon (or in a form
               suitable for recordation).

     In addition, in connection with the assignment of any MERS Mortgage Loan,
the Seller agrees that it will cause, at the Trustee's expense, the MERS(R)
System to indicate that the Mortgage Loans sold by the Seller to the Depositor
have been assigned by the 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 the information required by the MERS(R)
System to identify the series of the Certificates issued in connection with
such Mortgage Loans. The Seller further agrees that it will not, and the
Master Servicer agrees that it will not, alter the information referenced in
this paragraph with respect to any Mortgage Loan sold by the Seller to the
Depositor during the term of this Agreement unless and until such Mortgage
Loan is repurchased in accordance with the terms of this Agreement.

     In the event that in connection with any Mortgage Loan that is not a MERS
Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage,
(b) all interim recorded assignments or (c) the lender's title policy
(together with all riders thereto) satisfying the requirements of clause (ii),
(iii) or (v) above, respectively, concurrently with the execution and delivery
of this Agreement because such document or documents have not been returned
from the applicable public recording office in the case of clause (ii) or
(iii) above, or because the title policy has not been delivered to either the
Master Servicer or the Depositor by the applicable title insurer in the case
of clause (v) above, the Depositor shall promptly deliver to the Trustee, in
the case of clause (ii) or (iii) above, such original Mortgage or such interim
assignment, as the case may be, with evidence of recording indicated thereon
upon receipt thereof from the public recording office, or a copy thereof,
certified, if appropriate, by the relevant recording office, but in no event
shall any such delivery of the original Mortgage and each such interim
assignment or a copy thereof, certified, if appropriate, by the relevant
recording office, be made later than one year following the Closing Date, or,
in the case of clause (v) above, no later than 120 days following the Closing
Date; provided, however, in the event the Depositor is unable to deliver by
such date each Mortgage and each such 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 such interim assignment, because the related
Mortgage has not been returned by the appropriate recording office, the
Depositor shall deliver such documents to the Trustee as promptly as possible
upon receipt thereof and, in any event, within 720 days following the Closing
Date. The Depositor shall forward or cause to be forwarded to the Trustee (a)
from time to time additional original documents evidencing an assumption or
modification of a Mortgage Loan and (b) any other documents required to be
delivered by the Depositor or the Master Servicer to the Trustee. In the event
that the original Mortgage is not delivered and in connection with the payment
in full of the related Mortgage Loan and the public recording office requires
the presentation of a "lost instruments affidavit and indemnity" or any
equivalent document, because only a copy of the Mortgage can be delivered with
the instrument of satisfaction or reconveyance, the Master Servicer shall
execute and deliver or cause to be executed and delivered such a document to
the public recording office. In the case where a public recording office
retains the original recorded Mortgage or in the case where a Mortgage is lost
after recordation in a public recording office,


                                      36
<PAGE>


the Seller shall deliver to the Trustee a copy of such Mortgage certified by
such public recording office to be a true and complete copy of the original
recorded Mortgage.

     As promptly as practicable subsequent to such transfer and assignment,
and in any event, within thirty (30) days after such transfer and assignment,
the Trustee shall (i) as the assignee thereof, affix the following language to
each assignment of Mortgage: "CWMBS Series 2005-4, The Bank of New York as
trustee", (ii) cause such assignment to be in proper form for recording in the
appropriate public office for real property records and (iii) cause to be
delivered for recording in the appropriate public office for real property
records the assignments of the Mortgages to the Trustee, except that, with
respect to any assignments of Mortgage as to which the Trustee has not
received the information required to prepare such assignment in recordable
form, the Trustee's obligation to do so and to deliver the same for such
recording shall be as soon as practicable after receipt of such information
and in any event within thirty (30) days after receipt thereof and that the
Trustee need not cause to be recorded any assignment which relates to a
Mortgage Loan (a) the Mortgaged Property and Mortgage File relating to which
are located in California or (b) in any other jurisdiction (including Puerto
Rico) under the laws of which in the opinion of counsel the recordation of
such assignment is not necessary to protect the Trustee's and the
Certificateholders' interest in the related Mortgage Loan.

     In the case of Mortgage Loans that have been prepaid in full as of the
Closing Date, the Depositor, in lieu of delivering the above documents to the
Trustee, will deposit in the Certificate Account the portion of such payment
that is required to be deposited in the Certificate Account pursuant to
Section 3.05.

     (d) Neither the Depositor nor the Trust will acquire or hold any Mortgage
Loan that would violate the representations made by the Seller set forth in
clauses (48) and (49) of Schedule III hereto.

     SECTION 2.02. Acceptance by Trustee of the Mortgage Loans.

     (a) The Trustee acknowledges receipt of the documents identified in the
Initial Certification in the form annexed hereto as Exhibit F (an "Initial
Certification") 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 as are included in the Trust Fund, in
trust for the exclusive use and benefit of all present and future
Certificateholders. The Trustee acknowledges that it will maintain possession
of the Mortgage Notes in the State of California, unless otherwise permitted
by the Rating Agencies.

     The Trustee agrees to execute and deliver on the Closing Date to the
Depositor, the Master Servicer and the Seller an Initial Certification in the
form annexed to this Agreement as Exhibit F. Based on its review and
examination, and only as to the documents identified in such Initial
Certification, the Trustee acknowledges that such documents appear regular on
their face and relate to the Mortgage Loans. The Trustee shall be under no
duty or obligation to inspect, review or examine said 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.


                                      37
<PAGE>


     Not later than 90 days after the Closing Date, the Trustee shall deliver
to the Depositor, the Master Servicer and the Seller a Final Certification
with respect to the Mortgage Loans in the form annexed hereto as Exhibit H (a
"Final Certification"), with any applicable exceptions noted thereon.

     If, in the course of such review, the Trustee finds any document
constituting a part of a Mortgage File that does not meet the requirements of
Section 2.01, the Trustee shall list such as an exception in the Final
Certification; provided, however that the Trustee shall not make any
determination as to whether (i) any endorsement is 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 (ii) any assignment is in recordable
form or is sufficient to effect the assignment of and transfer to the assignee
thereof under the mortgage to which the assignment relates. The Seller shall
promptly correct or cure such defect within 90 days from the date it was so
notified of such defect and, if the Seller does not correct or cure such
defect within such period, the Seller shall either (a) substitute for the
related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days from
the date the Seller was notified of such defect in writing at the Purchase
Price of such Mortgage Loan; provided, however, that in no event shall such
substitution or purchase occur more than 540 days from the Closing Date,
except that if the substitution or purchase of a Mortgage Loan pursuant to
this provision is required by reason of a delay in delivery of any documents
by the appropriate recording office, and there is a dispute between either the
Master Servicer or the Seller and the Trustee over the location or status of
the recorded document, then such substitution or purchase shall occur within
720 days from the Closing Date. The Trustee shall deliver written notice to
each Rating Agency within 270 days from the Closing Date indicating each
Mortgage Loan (a) that has not been returned by the appropriate recording
office or (b) as to which there is a dispute as to location or status of such
Mortgage Loan. Such notice shall be delivered every 90 days thereafter until
the related Mortgage Loan is returned to the Trustee. Any such substitution
pursuant to (a) above or purchase 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, if any, and any substitution pursuant to (a) above shall not be
effected prior to the additional delivery to the Trustee of a Request for
Release substantially in the form of Exhibit N. No substitution is permitted
to be made in any calendar month after the Determination Date for such month.
The Purchase Price for any such Mortgage Loan shall be deposited by the Seller
in the Certificate Account on or prior to the Distribution Account Deposit
Date for the Distribution Date in the month following the month of repurchase
and, upon receipt of such deposit and certification with respect thereto in
the form of Exhibit N hereto, the Trustee shall release the related Mortgage
File to the Seller and shall execute and deliver at the Seller's request such
instruments of transfer or assignment prepared by the Seller, in each case
without recourse, as shall be necessary to vest in the Seller, or its
designee, the Trustee's interest in any Mortgage Loan released pursuant
hereto. If pursuant to the foregoing provisions the Seller repurchases a
Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either
(i) cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to the Seller or its
designee and shall cause such Mortgage to be removed from registration on the
MERS(R) System in accordance with MERS' rules and regulations or (ii) cause
MERS to designate on the MERS(R) System the Seller or its designee as the
beneficial holder of such Mortgage Loan.


                                      38
<PAGE>


     (b) [Reserved].

     (c) [Reserved].

     (d) The Trustee shall retain possession and custody of each Mortgage File
in accordance with and subject to the terms and conditions set forth in this
Agreement. The Master Servicer shall promptly deliver to the Trustee, upon the
execution or receipt thereof, the originals of such other documents or
instruments constituting the Mortgage File as come into the possession of the
Master Servicer from time to time.

     (e) It is understood and agreed that the respective obligations of the
Seller to substitute for or to purchase any Mortgage Loan sold to the
Depositor by it which does not meet the requirements of Section 2.01 above
shall constitute the sole remedy respecting such defect available to the
Trustee, the Depositor and any Certificateholder against that Seller.

     SECTION 2.03. Representations, Warranties and Covenants of the Seller and
                   Master Servicer.

     (a) The Seller hereby makes the representations and warranties set forth
in (i) Schedule II hereto, and by this reference incorporated herein, to the
Depositor, the Master Servicer and the Trustee, as of the Closing Date, and
(ii) Schedule III hereto, and by this reference incorporated herein, to the
Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if
so specified therein, as of the Cut-off Date with respect to the Mortgage
Loans.

     (b) The Master Servicer hereby makes the representations and warranties
set forth in Schedule IV hereto, and by this reference incorporated herein, to
the Depositor and the Trustee, as of the Closing Date.

     (c) Upon discovery by any of the parties hereto of a breach of a
representation or warranty with respect to a Mortgage Loan made pursuant to
Section 2.03(a) that materially and adversely affects the interests of the
Certificateholders in that Mortgage Loan, the party discovering such breach
shall give prompt notice thereof to the other parties. The Seller hereby
covenants that within 90 days of the earlier of its discovery or its receipt
of written notice from any party of a breach of any representation or warranty
with respect to a Mortgage Loan sold by it pursuant to Section 2.03(a) that
materially and adversely affects the interests of the Certificateholders in
that 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
Substitute 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, however, that any such substitution pursuant to (i) above
shall not be effected prior to the delivery to the Trustee of the Opinion of
Counsel required by Section 2.05, if any, and any such substitution pursuant
to (i) above shall not be effected prior to the additional delivery to the
Trustee of a Request for Release substantially in the form of Exhibit N and
the Mortgage File for any such Substitute Mortgage Loan. The Seller
repurchasing a Mortgage Loan pursuant to this Section 2.03(c) shall promptly
reimburse the Master Servicer and the Trustee for any expenses reasonably
incurred by the Master Servicer or the Trustee in respect of enforcing the
remedies


                                      39
<PAGE>


for such breach. With respect to the representations and warranties described
in this Section which are made to the best of the Seller's knowledge, if it is
discovered by either the Depositor, the Seller 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 or the interests of the Certificateholders therein, notwithstanding the
Seller's lack of knowledge with respect to the substance of such
representation or warranty, such inaccuracy shall be deemed a breach of the
applicable representation or warranty.

     With respect to any Substitute Mortgage Loan or Loans, the Seller shall
deliver to the Trustee for the benefit of the Certificateholders the Mortgage
Note, the Mortgage, the related assignment of the Mortgage, and such other
documents and agreements as are required by Section 2.01, with the Mortgage
Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Scheduled Payments due with respect to
Substitute Mortgage Loans in the month of substitution shall not be part of
the Trust Fund and will be retained by the Seller on the next succeeding
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the monthly payment due on any Deleted
Mortgage Loan for such month and thereafter the Seller shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The
Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the
Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the substitution of the Substitute Mortgage Loan or Loans and the Master
Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon
such substitution, the Substitute Mortgage Loan or Loans shall be subject to
the terms of this Agreement in all respects, and the Seller shall be deemed to
have made with respect to such Substitute Mortgage Loan or Loans, as of the
date of substitution, the representations and warranties made pursuant to
Section 2.03(a) 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 the Mortgage File held for the
benefit of the Certificateholders relating to such Deleted Mortgage Loan to
the Seller and shall execute and deliver at the Seller's direction such
instruments of transfer or assignment prepared by the Seller, in each case
without recourse, as shall be necessary to vest title in the Seller, or its
designee, the Trustee's interest in any Deleted Mortgage Loan substituted for
pursuant to this Section 2.03.

     For any month in which the Seller substitutes one or more Substitute
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 Substitute Mortgage Loans sold to the Depositor by the Seller as of the
date of substitution is less than the aggregate Stated Principal Balance of
all Deleted Mortgage Loans repurchased by the Seller (after application of the
scheduled principal portion of the monthly payments due in the month of
substitution). The amount of such shortage (the "Substitution Adjustment
Amount") plus an amount equal to the aggregate of any unreimbursed Advances
with respect to such Deleted Mortgage Loans shall be deposited in the
Certificate Account by the Seller to the Master Servicer on or before the
Distribution Account Deposit Date for the Distribution Date in the month
succeeding the calendar month during which the related Mortgage Loan became
required to be purchased or replaced hereunder.

     In the event that the Seller shall have repurchased a Mortgage Loan, the
Purchase Price therefor shall be deposited in the Certificate Account pursuant
to Section 3.05 on or before the


                                      40
<PAGE>


Distribution Account Deposit Date for the Distribution Date in the month
following the month during which the Seller became obligated hereunder 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 and
receipt of a Request for Release in the form of Exhibit N hereto, the Trustee
shall release the related Mortgage File held for the benefit of the
Certificateholders to such Person, and the Trustee shall execute and deliver
at such Person's direction such instruments of transfer or assignment prepared
by such Person, in each case without recourse, as shall be necessary to
transfer title from the Trustee. It is understood and agreed that the
obligation under this Agreement of any Person to cure, repurchase or replace
any Mortgage Loan as to which a breach has occurred and is continuing shall
constitute the sole remedy against such Persons respecting such breach
available to Certificateholders, the Depositor or the Trustee on their behalf.

     The representations and warranties made pursuant to this Section 2.03
shall survive delivery of the respective Mortgage Files to the Trustee for the
benefit of the Certificateholders.

     SECTION 2.04. Representations and Warranties of the Depositor as to the
                   Mortgage Loans.

     The Depositor hereby represents and warrants to the Trustee with respect
to each Mortgage Loan as of the date of this Agreement or such other date set
forth in this Agreement that as of the Closing Date, and following the
transfer of the Mortgage Loans to it by the Seller, the Depositor had good
title to the Mortgage Loans and the Mortgage Notes were subject to no offsets,
defenses or counterclaims.

     The Depositor hereby assigns, transfers and conveys to the Trustee all of
its rights with respect to the Mortgage Loans including, without limitation,
the representations and warranties of the Seller made pursuant to Section
2.03(a), together with all rights of the Depositor to require the Seller to
cure any breach thereof or to repurchase or substitute for any affected
Mortgage Loan in accordance with this Agreement.

     It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee. Upon discovery by the Depositor or the Trustee of a breach of any of
the foregoing representations and warranties set forth in this Section 2.04
(referred to herein as a "breach"), which breach materially and adversely
affects the interest of the Certificateholders, the party discovering such
breach shall give prompt written notice to the others and to each Rating
Agency.

     SECTION 2.05. Delivery of Opinion of Counsel in Connection with
                   Substitutions.

     (a) Notwithstanding any contrary provision of this Agreement, no
substitution pursuant to Section 2.02 or Section 2.03 shall be made more than
90 days after the Closing Date unless the Seller delivers to the Trustee 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 substitution 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 created under this Agreement to fail to qualify as a
REMIC at any time that any Certificates are outstanding.


                                      41
<PAGE>


     (b) Upon discovery by the Depositor, the Seller, the Master Servicer, or
the Trustee that any Mortgage Loan does not constitute a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code, the party discovering
such fact shall promptly (and in any event within five (5) Business Days of
discovery) give written notice thereof to the other parties. In connection
therewith, the Trustee shall require the Seller, at its option, to either (i)
substitute, if the conditions in Section 2.03(c) with respect to substitutions
are satisfied, a Substitute 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 made pursuant to Section 2.03. The Trustee shall reconvey to the
Seller the Mortgage Loan to be released pursuant to this Section in the same
manner, and on the same terms and conditions, as it would a Mortgage Loan
repurchased for breach of a representation or warranty contained in Section
2.03.

     SECTION 2.06. Execution 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 and
delivered to or upon the order of the Depositor, the Certificates in
authorized denominations evidencing directly or indirectly the entire
ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and
exercise the rights referred to above for the benefit of all present and
future Holders of the Certificates and to perform the duties set forth in this
Agreement to the best of its ability, to the end that the interests of the
Holders of the Certificates may be adequately and effectively protected.

     SECTION 2.07. REMIC Matters.

     The Preliminary Statement sets forth the designations and "latest
possible maturity date" for federal income tax purposes of all interests
created hereby. The "Startup Day" for purposes of the REMIC Provisions shall
be the Closing Date. The "tax matters person" with respect to each REMIC
hereunder shall be the Trustee and the Trustee shall hold the Tax Matters
Person Certificate. Each REMIC's fiscal year shall be the calendar year.

     SECTION 2.08. 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 such information,
certificate, statement or report not misleading.


                                      42
<PAGE>


                                  ARTICLE III
                         ADMINISTRATION AND SERVICING
                               OF MORTGAGE LOANS

     SECTION 3.01. Master Servicer to Service Mortgage Loans.

     For and on behalf of the Certificateholders, the Master Servicer shall
service and administer the Mortgage Loans in accordance with the terms of this
Agreement and customary and usual standards of practice of prudent mortgage
loan servicers. 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, subject to the terms of this
Agreement (i) to execute and deliver, on behalf of the Certificateholders and
the Trustee, customary consents or waivers and other instruments and
documents, (ii) to consent to transfers of any Mortgaged Property and
assumptions of the Mortgage Notes and related Mortgages (but only in the
manner provided in this Agreement), (iii) to collect any Insurance Proceeds
and other Liquidation Proceeds (which for the purpose of this Section 3.01
includes any Subsequent Recoveries), and (iv) to effectuate foreclosure or
other conversion of the ownership of the Mortgaged Property securing any
Mortgage Loan; provided that the Master Servicer shall not take any action
that is inconsistent with or prejudices the interests of the Trust Fund or the
Certificateholders in any Mortgage Loan or the rights and interests of the
Depositor, the Trustee and the Certificateholders under this Agreement. The
Master Servicer shall represent and protect the interests of the Trust Fund in
the same manner as it protects its own interests 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
Mortgage Loan which would cause any REMIC created under this Agreement to fail
to qualify as a REMIC or result in the imposition of any tax under Section
860F(a) or Section 860G(d) of the Code. 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 either or both of them as are necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans to the extent that the
Master Servicer is not permitted to execute and deliver such documents
pursuant to the preceding sentence. 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.


                                      43
<PAGE>


     In accordance with the standards of the preceding paragraph, the Master
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which advances shall be reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.06, and further
as provided in Section 3.08. The 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 Balances of the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so permit.

     SECTION 3.02. Subservicing; Enforcement of the Obligations of Servicers.

     (a) The Master Servicer may arrange for the subservicing of any Mortgage
Loan by a Subservicer pursuant to a subservicing agreement; provided, however,
that 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 under this Agreement.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Notwithstanding the provisions of any subservicing agreement, any of
the provisions of this Agreement relating to agreements or arrangements
between the Master Servicer and a Subservicer or reference to actions taken
through a Subservicer 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. 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 and the Trustee in Respect of the
                   Master Servicer.

     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 and in connection with any such defaulted
obligation to exercise the related rights of the Master Servicer under this
Agreement; provided that the Master Servicer shall not be relieved of any of
its obligations under this Agreement by virtue of such performance by the
Depositor or its designee. Neither the Trustee nor the Depositor shall have
any responsibility or liability for any action or failure to act by the Master
Servicer nor shall the Trustee or the Depositor be obligated to supervise the
performance of the Master Servicer under this Agreement or otherwise.


                                      44
<PAGE>


     SECTION 3.04. Trustee to Act as Master Servicer.

     In the event that the Master Servicer shall for any reason no longer be
the Master Servicer under this Agreement (including by reason of an Event of
Default), the Trustee or its successor shall then assume all of the rights and
obligations of the Master Servicer under this Agreement arising thereafter
(except that the Trustee shall not be (i) liable for losses of the Master
Servicer pursuant to Section 3.09 or any acts or omissions of the predecessor
Master Servicer under this Agreement), (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 under this Agreement including,
but not limited to, repurchases or substitutions of Mortgage Loans pursuant to
Section 2.02 or 2.03, (iv) responsible for expenses of the Master Servicer
pursuant to Section 2.03 or (v) deemed to have made any representations and
warranties of the Master Servicer under this Agreement). Any such assumption
shall be subject to Section 7.02. 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 its successor shall succeed to any rights and
obligations of the Master Servicer under each subservicing agreement.

     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 or substitute subservicing
agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected or held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the substitute
subservicing agreement to the assuming party.

     SECTION 3.05. Collection of Mortgage Loan Payments; Certificate Account;
                   Distribution Account; Carryover Shortfall Reserve Fund.

     (a) The Master Servicer shall make reasonable efforts in accordance with
the customary and usual standards of practice of prudent mortgage servicers 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 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 180
days; provided, however, that the Master Servicer cannot extend the maturity
of any such Mortgage Loan past the date on which the final payment is due on
the latest maturing Mortgage Loan as of the Cut-off Date. In the event of any
such arrangement, the Master Servicer shall make Advances on the related
Mortgage Loan in accordance with the provisions of Section 4.01 during the
scheduled period in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements. The Master
Servicer shall not be required to institute or join in litigation with respect
to collection of any payment (whether under a Mortgage, Mortgage Note or
otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing the provision
of the Mortgage or other instrument pursuant to which such payment is required
is prohibited by applicable law.

     (b) The Master Servicer shall establish and maintain a Certificate
Account into which the Master Servicer shall deposit or cause to be deposited
no later than two Business Days after


                                      45
<PAGE>


receipt (or, if the current long-term credit rating of Countrywide is reduced
below "A-" by S&P or "A3" by Moody's, the Master Servicer shall deposit or
cause to be deposited on a daily basis within one Business Day of receipt),
except as otherwise specifically provided in this Agreement, 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 under this Agreement:

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

          (ii) all payments on account of interest on the Mortgage Loans, net
     of the related Master Servicing Fee and any lender paid mortgage
     insurance premiums;

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

          (iv) any amount required to be deposited by the Master Servicer or
     the Depositor pursuant to Section 3.05(e) in connection with any losses
     on Permitted Investments for which it is responsible;

          (v) any amounts required to be deposited by the Master Servicer
     pursuant to Section 3.09(c) and in respect of net monthly rental income
     from REO Property pursuant to Section 3.11;

          (vi) all Substitution Adjustment Amounts;

          (vii) all Advances made by the Master Servicer pursuant to Section
     4.01; and

          (viii) any other amounts required to be deposited under this
     Agreement.

     In addition, with respect to any Mortgage Loan that is subject to a
buydown agreement, on each Due Date for such Mortgage Loan, in addition to the
monthly payment remitted by the Mortgagor, the Master Servicer shall cause
funds to be deposited into the Certificate Account in an amount required to
cause an amount of interest to be paid with respect to such Mortgage Loan
equal to the amount of interest that has accrued on such Mortgage Loan from
the preceding Due Date at the Mortgage Rate net of the related Master
Servicing Fee.

     The foregoing requirements for remittance by the Master Servicer shall be
exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of prepayment penalties,
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, it may at any time withdraw or direct the
institution maintaining the Certificate Account to withdraw such amount from
the Certificate Account, any provision in this Agreement to the contrary
notwithstanding. Such withdrawal or direction may be accomplished by
delivering written notice thereof to the Trustee or such other institution


                                      46
<PAGE>


maintaining the Certificate Account which 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.

     (c) [Reserved].

     (d) 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 in the Distribution
Account the following:

          (i) the aggregate amount remitted by the Master Servicer to the
     Trustee pursuant to Section 3.08(a)(ix);

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

          (iii) any other amounts deposited hereunder which are required to be
     deposited in the Distribution Account.

     In the event that the Master Servicer shall remit any amount not required
to be remitted, it may at any time direct the Trustee to withdraw such amount
from the Distribution Account, any provision in this Agreement to the contrary
notwithstanding. Such direction may be accomplished by delivering an Officer's
Certificate to the Trustee which describes the amounts deposited in error in
the Distribution Account. All funds deposited in the Distribution Account
shall be held by the Trustee in trust for the Certificateholders until
disbursed in accordance with this Agreement or withdrawn in accordance with
Section 3.08. In no event shall the Trustee incur liability for withdrawals
from the Distribution Account at the direction of the Master Servicer.

     (e) Each institution at which the Certificate Account or the Distribution
Account is maintained shall invest the funds therein as directed in writing by
the Master Servicer, in the case of the Certificate Account, or by the
Trustee, in the case of the Distribution Account, in Permitted Investments,
which shall mature not later than (i) in the case of the Certificate Account,
the second Business Day next preceding the related Master Servicer Remittance
Date (except that if such Permitted Investment is an obligation of the
institution that maintains such account, then such Permitted Investment shall
mature not later than the Business Day next preceding such Master Servicer
Remittance Date) and (ii) in the case of the Distribution Account, the
Business Day next preceding the Distribution Date (except that if such
Permitted Investment is an obligation of the institution that maintains such
fund or account, then such Permitted Investment shall mature not later than
such Distribution Date) and, 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. All income and
gain net of any losses realized from any such investment of funds on deposit
in the Certificate Account shall be for the benefit of the Master Servicer as
servicing compensation and shall be remitted to it monthly as provided in this
Agreement. All income and gain net of any losses realized from any such
investment of funds on deposit in the Distribution Account shall be
distributed in accordance with the following paragraph for the benefit of the
Trustee, as compensation for its


                                      47
<PAGE>


duties hereunder, or the Master Servicer, as servicing compensation, and the
respective portions to which each shall be entitled shall be remitted to them
monthly as provided in this Agreement. The amount of any realized losses in
the Certificate Account incurred in any such account in respect of any such
investments shall promptly be deposited by the Master Servicer in the
Certificate Account. The Trustee in its fiduciary capacity 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 and made in accordance
with this Section 3.05.

     With respect to each Distribution Date, (1) all income and gain net of
the Trustee's portion of any losses realized from any such investment of funds
on deposit in the Distribution Account during the seven (7) calendar days
immediately following the related Master Servicer Remittance Date and (2) the
excess of (x) all investment income and gain net of the Master Servicer's
portion of any losses realized from any such investment of funds on deposit in
the Distribution Account over (y) the amount paid to the Trustee pursuant to
clause (1) of this sentence shall be for the benefit of the Master Servicer as
compensation and such amounts shall be remitted to the Trustee and Master
Servicer, respectively, monthly as provided herein. In the event that there
are any realized losses from the investment of funds on deposit in the
Distribution Account, the proportion of such realized loss payable by the
Trustee and the Master Servicer shall be allocated pursuant to the following
formula: (i) with respect to the Trustee, the product of (x) the amount of the
realized loss and (y) a fraction, the numerator of which is 5 and the
denominator of which is the actual number of days from the Master Servicer
Remittance Date to and including the Distribution Date and (ii) with respect
to the Master Servicer, the product of (x) the amount of the realized loss and
(y) a fraction, not less than zero, the numerator of which is the excess, if
any, of (a) the actual number of days from the Master Servicer Remittance Date
to and including the Distribution Date minus (b) 7, and the denominator of
which is the actual number of days from the Master Servicer Remittance Date to
and including the Distribution Date. Each of the Trustee and the Master
Servicer shall promptly deposit in the Distribution Account their respective
portion of any realized loss calculated pursuant to the preceding sentence.

     (f) The Master Servicer shall give notice to the Trustee, the Seller,
each Rating Agency and the Depositor of any proposed change of the location of
the Certificate Account prior to any change thereof. The Trustee shall give
notice to the Master Servicer, the Seller, each Rating Agency and the
Depositor of any proposed change of the location of the Distribution Account
or the Carryover Shortfall Reserve Fund prior to any change thereof.

     (g) On the Closing Date, the Trustee shall establish and maintain in its
name, in trust for the benefit of the Holders of the LIBOR Certificates, the
Carryover Shortfall Reserve Fund and shall deposit $5,000 therein upon receipt
from or on behalf of the Depositor of such amount. All funds on deposit in the
Carryover Shortfall Reserve Fund shall (x) 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, and
(y) remain uninvested.

     On each Distribution Date, the Trustee shall deposit all amounts
distributable to each Class of Class X Variable Strip Certificates on such
Distribution Date into the Carryover Shortfall Reserve Fund. The Trustee shall
make withdrawals from the Carryover Shortfall Reserve Fund to make
distributions pursuant to Section 4.02(a)(4) exclusively (other than as


                                      48
<PAGE>


expressly provided for in Section 3.08). Amounts on deposit in the Carryover
Shortfall Reserve Fund shall remain uninvested.

     (h) The Trustee shall establish and maintain the Class C Distribution
Account and shall administer it in accordance with this Agreement. On the
Closing Date, the Trustee shall deposit $100 into the Class C Distribution
Account. The institution at which the Class C Distribution Account is
maintained shall hold such funds on deposit uninvested.

     All funds deposited in the Class C Distribution Account shall be held by
the Trustee in trust for the Holder of the Class C Certificates until
disbursed in accordance with Section 4.02(b) hereof.

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

     (a) To the extent required by the related Mortgage Note and not violative
of current law, the Master Servicer shall establish and maintain one or more
accounts (each, an "Escrow Account") and deposit and retain therein all
collections from the Mortgagors (or advances by the Master Servicer) for the
payment of taxes, assessments, hazard insurance premiums or comparable items
for the account of the Mortgagors. Nothing in this Agreement shall require the
Master Servicer to compel a Mortgagor to establish an Escrow Account in
violation of applicable law.

     (b) 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 (with respect to taxes and assessments and insurance
premiums) and 3.09 (with respect to hazard insurance), to refund to any
Mortgagors any sums 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. The Escrow
Accounts shall not be a part of the Trust Fund.

     (c) The Master Servicer shall advance any payments referred to in Section
3.06(a) that are not timely paid by the Mortgagors on the date when the tax,
premium or other cost for which such payment is intended is due, but the
Master Servicer shall be required so to advance only to the extent that such
advances, in the good faith judgment of the Master Servicer, will be
recoverable by the Master Servicer out of Insurance Proceeds, Liquidation
Proceeds or otherwise.

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

     The Master Servicer shall afford the Seller, the Depositor and the
Trustee reasonable access to all records and documentation regarding the
Mortgage Loans and all accounts, insurance information 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 office
designated by the Master Servicer.


                                      49
<PAGE>


     Upon reasonable advance notice in writing, the Master Servicer will
provide to each Certificateholder and/or Certificate Owner which 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 and/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 and/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; the
                   Distribution Account and the Carryover Shortfall 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
     retained by the Master Servicer) the servicing compensation to which it
     is entitled pursuant to Section 3.14 and to pay to the Master Servicer,
     as additional servicing compensation, earnings on or investment income
     with respect to funds in or credited to the Certificate Account;

          (ii) to reimburse each of the Master Servicer and the Trustee for
     unreimbursed Advances made by it, such right of reimbursement pursuant to
     this subclause (ii) being limited to amounts received on the Mortgage
     Loan(s) in respect of which any such Advance was made;

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

          (iv) to reimburse the Master Servicer for Insured Expenses from the
     related Insurance Proceeds;

          (v) to reimburse the Master Servicer for (a) unreimbursed Servicing
     Advances, the Master Servicer's right to reimbursement pursuant to this
     clause (a) with respect to any Mortgage Loan being limited to amounts
     received on such Mortgage Loan(s) that represent late recoveries of the
     payments for which such advances were made pursuant to Section 3.01 or
     Section 3.06 and (b) for unpaid Master Servicing Fees as provided in
     Section 3.11;

          (vi) to pay to the purchaser, with respect to each Mortgage Loan or
     property acquired in respect thereof that has been purchased pursuant to
     Section 2.02, 2.03 or 3.11, all amounts received on such Mortgage Loan
     after the date of such purchase;

          (vii) to reimburse the Seller, the Master Servicer or the Depositor
     for expenses incurred by any of them and reimbursable pursuant to Section
     6.03;

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


                                      50
<PAGE>


          (ix) on or prior to the Master Servicer Remittance Date, to withdraw
     an amount equal to the related Available Funds for such Distribution Date
     and remit such amount to the Trustee for deposit in the Distribution
     Account; and

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

     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 such subclauses (i), (ii),
(iv), (v) and (vi). Prior to making any withdrawal from the Certificate
Account pursuant to subclause (iii), 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 Loans(s), and
their respective portions of such Nonrecoverable Advance.

     (b) The Trustee shall withdraw funds from the Distribution Account for
distributions to 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 withhold pursuant to the last paragraph of Section 8.11).
In addition, the Trustee may from time to time make withdrawals from the
Distribution Account for the following purposes:

          (i) with respect to each Distribution Date, to pay to itself as
     compensation for its services hereunder any investment income earned on
     amounts on deposit in the Distribution Account during the seven (7)
     calendar days immediately following the related Master Servicer
     Remittance Date;

          (ii) with respect to each Distribution Date, to pay to the Master
     Servicer as additional servicing compensation the excess, if any, of the
     investment income earned on amounts on deposit in the Distribution
     Account over the amount paid to the Trustee pursuant to clause (i) above;

          (iii) to withdraw and return to the Master Servicer 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(b) hereof, such right of reimbursement
     pursuant to this subclause (iv) being limited to (x) amounts received on
     the related Mortgage Loan(s) in respect of which any such Advance was
     made and (y) amounts not otherwise reimbursed to the Trustee pursuant to
     Section 3.08(a)(ii) hereof;

          (v) to reimburse the Trustee for any Nonrecoverable Advance
     previously made by the Trustee pursuant to Section 4.01(b) 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)(iii) hereof; and

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


                                      51
<PAGE>


     (c) The Trustee shall withdraw funds from the Carryover Shortfall Reserve
Fund for distribution to the LIBOR Certificates and the Components of the
Class X Variable Strip Certificates in the manner specified in Section
4.02(a)(4) (and to withhold from the amounts so withdrawn the amount of any
taxes that it is authorized to retain pursuant to the last paragraph of
Section 8.11). In addition, the Trustee may from time to time make withdrawals
from the Carryover Shortfall Reserve Fund for the following purposes:

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

          (ii) to clear and terminate the Carryover Shortfall Reserve Fund
     upon the retirement of LIBOR Certificates and the Class X Variable Strip
     Certificates pursuant to Section 9.01.

     SECTION 3.09. Maintenance of Hazard Insurance; Maintenance of Primary
                   Insurance Policies.

     (a) 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 or (ii) the greater of (y) the outstanding
principal balance of the Mortgage Loan, including any Deferred Interest, and
(z) 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. Each
such policy of standard hazard insurance shall contain, or have an
accompanying endorsement that contains, a standard mortgagee clause. 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 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. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor or
maintained on property acquired in respect of a Mortgage other than pursuant
to such applicable laws and regulations as shall at any time be in force and
as shall require such additional insurance. If the Mortgaged Property is
located at the time of origination of the Mortgage Loan in a federally
designated special flood hazard area and such area is participating in the
national flood insurance program, the Master Servicer shall cause flood
insurance to be maintained with respect to such Mortgage Loan. Such flood
insurance shall be in an amount equal to the least of (i) the outstanding
principal balance of the related Mortgage Loan, (ii) the replacement value of
the improvements which are part of such Mortgaged Property, and (iii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program.

     (b) [Reserved]


                                      52
<PAGE>


     (c) The Master Servicer shall not take any action which would result in
non-coverage under any applicable Primary Insurance Policy of any loss which,
but for the actions of the Master Servicer, would have been covered
thereunder. The Master Servicer shall not cancel or refuse to renew any such
Primary Insurance Policy that is in effect at the date of the initial issuance
of the Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy
is maintained with a Qualified Insurer.

     Except with respect to any Lender PMI Mortgage Loans, the Master Servicer
shall not be required to maintain any Primary Insurance Policy (i) with
respect to any Mortgage Loan with a Loan-to-Value Ratio less than or equal to
80% as of any date of determination or, based on a new appraisal, the
principal balance of such Mortgage Loan represents 80% or less of the new
appraised value or (ii) if maintaining such Primary Insurance Policy is
prohibited by applicable law. With respect to the Lender PMI Mortgage Loans,
the Master Servicer shall maintain the Primary Insurance Policy for the life
of such Mortgage Loans, unless otherwise provided for in the related Mortgage
Note or prohibited by law.

     The Master Servicer agrees to effect the timely payment of the premiums
on each Primary Insurance Policy, and such costs not otherwise recoverable
shall be recoverable by the Master Servicer from the related liquidation
proceeds and Subsequent Recoveries.

     (d) 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 Certificateholders, claims to the insurer under any Primary Insurance
Policies and, in this regard, to take such reasonable action as shall be
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.

     SECTION 3.10. Enforcement of Due-on-Sale Clauses; Assumption Agreements.

     (a) Except as otherwise provided in this Section, when any property
subject to a Mortgage has been 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 3.10(b), to take or enter into an
assumption and modification agreement from or with the person to whom such
property has been or is about to be conveyed, pursuant to which such person
becomes liable under the Mortgage Note and, unless prohibited by applicable
state law, the Mortgagor remains liable thereon, provided that the Mortgage
Loan shall continue to be covered (if so covered


                                      53
<PAGE>


before the Master Servicer enters such agreement) by the applicable Required
Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also
authorized with the prior approval of the insurers under any Required
Insurance Policies to enter into a substitution of liability agreement with
such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall
not be deemed to be in default under this Section by reason of any transfer or
assumption which the Master Servicer reasonably believes it is restricted by
law from preventing, for any reason whatsoever.

     (b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.10(a), in any case in which a
Mortgaged Property has been conveyed to a Person by a Mortgagor, and such
Person is to enter into an assumption agreement or modification agreement or
supplement to the Mortgage Note or Mortgage that requires the signature of the
Trustee, or if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the Master
Servicer shall prepare and deliver or cause to be prepared and delivered to
the Trustee for signature and shall direct, in writing, the Trustee to execute
the assumption agreement with the Person to whom the Mortgaged Property is to
be conveyed and such modification agreement or supplement to the Mortgage Note
or Mortgage or other instruments as are reasonable or necessary to carry out
the terms of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the Mortgaged
Property to such Person. In connection with any such assumption, no material
term of the Mortgage Note 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. Together with
each such substitution, assumption or other agreement or instrument delivered
to the Trustee for execution by it, the Master Servicer shall deliver an
Officer's Certificate signed by a Servicing Officer stating that the
requirements of this subsection have been met in connection therewith. 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 3.11. Realization Upon Defaulted Mortgage Loans; Repurchase of
                   Certain Mortgage Loans.

     (a) 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 meet the requirements of the insurer under any Required
Insurance Policy; provided, however, 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


                                      54
<PAGE>


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). The Master Servicer
shall be responsible for all other costs and expenses incurred by it in any
such proceedings; provided, however, that it shall be entitled to
reimbursement thereof from the liquidation proceeds and Subsequent Recoveries
with respect to the related Mortgaged Property, as provided in the definition
of Liquidation Proceeds. If the Master Servicer has knowledge that a Mortgaged
Property which the Master Servicer is contemplating acquiring in foreclosure
or by deed in lieu of foreclosure is located within a 1 mile radius of any
site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond
Act of 1984 or other 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 its nominee, on behalf of the Certificateholders. The Trustee's name shall
be placed on the title to such REO Property solely as the Trustee hereunder
and not in its individual capacity. The Master Servicer shall ensure that the
title to such REO Property references the Pooling and Servicing 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
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 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 required by Sections 1445 and 6050J of the Code with respect to
foreclosures and abandonments, the tax reporting required by Section 6050H of
the Code with respect to the receipt of mortgage interest from individuals and
any tax reporting required by Section 6050P of the Code with respect to the
cancellation of indebtedness by certain financial entities, by preparing such
tax and information returns as may be required, in the form required, and
delivering the same to the Trustee for filing.

     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
thereof, but in no event later than three years after its acquisition by the
Trust Fund. In that event, the Trustee shall have been supplied with an
Opinion of Counsel to the effect that the holding by the Trust Fund of such
Mortgaged Property subsequent to a three-year period, if applicable, will not
result in the imposition of taxes on "prohibited transactions" of any REMIC
hereunder as defined in Section 860F of the Code or cause any REMIC hereunder
to fail to qualify as a REMIC at any time that any Certificates are
outstanding, and that the Trust Fund may continue to hold such Mortgaged
Property (subject to


                                      55
<PAGE>


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
any REMIC hereunder 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.

     In the event of a default on a Mortgage Loan one or more of whose obligor
is not a United States Person, as that term is defined in Section 7701(a)(30)
of the Code, in connection with any foreclosure or acquisition of a deed in
lieu of foreclosure (together, "foreclosure") in respect of such Mortgage
Loan, the Master Servicer will cause compliance with the provisions of
Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto)
necessary to assure that no withholding tax obligation arises with respect to
the proceeds of such foreclosure except to the extent, if any, that proceeds
of such foreclosure are required to be remitted to the obligors on such
Mortgage Loan.

     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 REO
Properties, 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 Master Servicing Fees, Advances and Servicing Advances,
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 net income received during any calendar month is in excess of
the amount attributable to amortizing principal and accrued interest at the
related Mortgage Rate on the related Mortgage Loan for such calendar month,
such excess shall be considered to be a partial prepayment of principal of the
related Mortgage Loan.

     The proceeds from any liquidation of a Mortgage Loan, as well as 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 Master Servicing Fees; second, to reimburse the Master
Servicer or the Trustee for any unreimbursed Advances; third, to reimburse the
Certificate Account for any Nonrecoverable Advances (or portions thereof) that
were previously withdrawn by the Master Servicer pursuant to Section
3.08(a)(iii) that related to such Mortgage Loan; fourth, to accrued and unpaid
interest (to the extent no Advance has been made for such amount or any such
Advance has been reimbursed) on the Mortgage Loan or related REO Property, at
the Adjusted Net Mortgage Rate to the Due Date occurring in the month in which
such amounts are required to be distributed; and fifth, as a recovery of
principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation
of a Liquidated Mortgage Loan will be retained by the Master Servicer as
additional servicing compensation pursuant to Section 3.14.


                                      56
<PAGE>


     The Master Servicer, in its sole discretion, shall have the right to
purchase for its own account from the Trust Fund any Mortgage Loan which is
151 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 next to the last day of the calendar month in which such Mortgage Loan
became 151 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 under this Section 3.11 shall be deposited in
the Certificate Account and the Trustee, upon receipt of a certificate from
the Master Servicer in the form of Exhibit N to this Agreement, shall release
or cause to be released to the purchaser of such Mortgage Loan the related
Mortgage File and shall execute and deliver such instruments of transfer or
assignment prepared by the purchaser of such Mortgage Loan, in each case
without recourse, as shall be necessary to vest in the purchaser of such
Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of
such Mortgage Loan shall succeed to all the Trustee's right, title and
interest in and to such Mortgage Loan and all security and documents related
thereto. Such assignment shall be an assignment outright and not for security.
The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan,
and all security and documents, free of any further obligation to the Trustee
or the Certificateholders with respect thereto.

     (b) The Master Servicer may agree to a modification of any Mortgage Loan
(the "Modified Mortgage Loan") if (i) the modification is in lieu of a
refinancing and (ii) the Mortgage Rate on the Modified Mortgage Loan is
approximately a prevailing market rate for newly-originated mortgage loans
having similar terms and (iii) the Master Servicer purchases the Modified
Mortgage Loan from the Trust Fund as described below. Effective immediately
after the modification, and, in any event, on the same Business Day on which
the modification occurs, all interest of the Trustee in the Modified Mortgage
Loan shall automatically be deemed transferred and assigned to the Master
Servicer and all benefits and burdens of ownership thereof, including the
right to accrued interest thereon from the date of modification and the risk
of default thereon, shall pass to the Master Servicer. The Master Servicer
shall promptly deliver to the Trustee a certification of a Servicing Officer
to the effect that all requirements of this paragraph have been satisfied with
respect to the Modified Mortgage Loan. For federal income tax purposes, the
Trustee shall account for such purchase as a prepayment in full of the
Modified Mortgage Loan.

     The Master Servicer shall deposit the Purchase Price for any Modified
Mortgage Loan in the Certificate Account pursuant to Section 3.05 within one
Business Day after the purchase of the Modified Mortgage Loan. Upon receipt by
the Trustee of written notification of any such deposit signed by a Servicing
Officer, the Trustee shall release to the Master Servicer the related Mortgage
File and shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as shall be necessary to vest in the Master
Servicer any Modified Mortgage Loan previously transferred and assigned
pursuant hereto. The Master Servicer covenants and agrees to indemnify the
Trust Fund against any liability for any "prohibited transaction" taxes and
any related interest, additions, and penalties imposed on the Trust Fund
established hereunder as a result of any modification of a Mortgage Loan
effected pursuant to this subsection (b), any holding of a Modified Mortgage
Loan by the Trust Fund or any purchase of a Modified Mortgage Loan by the
Master Servicer (but such obligation shall not prevent the


                                      57
<PAGE>


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.

     SECTION 3.12. 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 immediately
notify the Trustee by delivering, or causing to be delivered a "Request for
Release" substantially in the form of Exhibit N of this Agreement. 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 on the Mortgage Note. 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 Trustee and the Certificateholders or
any of them, any and all instruments of satisfaction or cancellation or of
partial or full release. Expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the related
Mortgagor. 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 Release in the form of Exhibit M signed by a Servicing Officer, release
the Mortgage File 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 Release in
the form of Exhibit N, signed by a Servicing Officer.

     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.


                                      58
<PAGE>


     SECTION 3.13. 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 which 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 and any
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 Trustee and shall be and remain the sole and exclusive property
of the Trustee, 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,
Distribution Account or any Escrow Account, 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 setoff 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 3.14. Servicing Compensation.

     As compensation for its activities hereunder, the Master Servicer shall
be entitled to retain or withdraw from the Certificate Account an amount equal
to the Master Servicing Fee; provided, that the aggregate Master Servicing Fee
with respect to any Distribution Date shall be reduced (i) by an amount equal
to the aggregate of the Prepayment Interest Shortfalls, if any, with respect
to such Distribution Date, but not by more than the Compensating Interest for
that Distribution Date, and (ii) an amount equal to any amount to be deposited
into the Distribution Account by the Depositor pursuant to Section 2.01(a) and
not so deposited.

     Additional servicing compensation in the form of Excess Proceeds,
prepayment penalties, assumption fees, late payment charges 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. The Master Servicer shall be
required to pay all expenses incurred by it in connection with its master
servicing activities hereunder (including payment of any premiums for hazard
insurance and any Primary Insurance Policy and maintenance of the other forms
of insurance coverage required by this Agreement) and shall not be entitled to
reimbursement therefor except as specifically provided in this Agreement.

     SECTION 3.15. Access to Certain Documentation.

     The Master Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders and/or Certificate
Owners and the examiners and supervisory


                                      59
<PAGE>


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 designated by the Master Servicer. 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 3.16. Annual Statement as to Compliance.

     The Master Servicer shall deliver to the Depositor and the Trustee on or
before 80 days 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. The Trustee shall forward a copy of each such statement to each
Rating Agency.

     SECTION 3.17. Annual Independent Public Accountants' Servicing Statement;
                   Financial Statements.

     On or before 80 days after the end of the Master Servicer's fiscal year,
commencing with its 2005 fiscal year, the Master Servicer at its expense shall
cause a nationally or regionally recognized firm of independent public
accountants (who may also render other services to the Master Servicer or any
affiliate thereof) which is a member of the American Institute of Certified
Public Accountants to furnish a statement to the Trustee and the Depositor to
the effect that such firm has examined certain documents and records relating
to the servicing of the Mortgage Loans under this Agreement or of mortgage
loans under pooling and servicing agreements substantially similar to this
Agreement (such statement to have attached thereto a schedule setting forth
the pooling and servicing agreements covered thereby) and that, on the basis
of such examination, conducted substantially in compliance with the Uniform
Single Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FNMA and FHLMC, such servicing has been conducted in
compliance with such pooling and servicing agreements except for such
significant exceptions or errors in records that, in the opinion of such firm,
the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Program for Mortgages serviced for FNMA and FHLMC requires it to report. In
rendering such statement, such firm may rely, as to matters relating to direct
servicing of mortgage loans by Subservicers, upon comparable statements for
examinations conducted substantially in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or the Audit Program for Mortgages
serviced for FNMA and FHLMC (rendered within one year of such statement) of
independent public accountants with respect to the related Subservicer. Copies
of such statement shall be provided by the Trustee to any Certificateholder
upon request at the Master Servicer's expense, provided that such statement is
delivered by the Master Servicer to the Trustee.


                                      60
<PAGE>


     SECTION 3.18. Errors and Omissions Insurance; Fidelity Bonds.

     The Master Servicer shall for so long as it acts as master 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 Master 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 FNMA or FHLMC for
persons performing servicing for mortgage loans purchased by FNMA or FHLMC. In
the event that any such policy or bond ceases to be in effect, the Master
Servicer shall 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.

     SECTION 3.19. Notification of Adjustments.

     On each Adjustment Date and Payment Adjustment Date, the Master Servicer
shall make interest rate and/or monthly payment adjustments for each Mortgage
Loan in compliance with the requirements of the related Mortgage and Mortgage
Note and applicable regulations. The Master Servicer shall execute and deliver
the notices required by each Mortgage and Mortgage Note and applicable
regulations regarding interest rate and/or monthly payment adjustments. The
Master Servicer also shall provide timely notification to the Trustee of all
applicable data and information regarding such interest rate or monthly
payment adjustments and the Master Servicer's methods of implementing such
adjustments. Upon the discovery by the Master Servicer or the Trustee that the
Master Servicer has failed to adjust or has incorrectly adjusted a Mortgage
Rate or a monthly payment pursuant to the terms of the related Mortgage Note
and Mortgage, the Master Servicer shall immediately deposit in the Certificate
Account from its own funds the amount of any interest and/or principal loss
caused thereby without reimbursement therefor; provided, however, the Master
Servicer shall be held harmless with respect to any interest rate and/or
monthly payment adjustments made by any servicer prior to the Master Servicer.


                                      61
<PAGE>


                                  ARTICLE IV
                               DISTRIBUTIONS AND
                        ADVANCES BY THE MASTER SERVICER

     SECTION 4.01. Advances.

     (a) The Master Servicer shall determine on or before each Master Servicer
Advance Date whether it is required to make an Advance pursuant to the
definition thereof. If the Master Servicer determines it is required to make
an Advance, it shall, on or before the Master Servicer Advance Date, either
(i) deposit into the Certificate Account an amount equal to the Advance or
(ii) make an appropriate entry in its records relating to the Certificate
Account that any Amount Held for Future Distribution has been used by the
Master Servicer in discharge of its obligation to make any such Advance. Any
funds so applied shall be replaced by the Master Servicer by deposit in the
Certificate Account no later than the close of business on the next Master
Servicer Advance Date. The Master Servicer shall be entitled to be reimbursed
from the Certificate Account for all Advances of its own funds made pursuant
to this Section as provided in Section 3.08. The obligation to make Advances
with respect to any Mortgage Loan shall continue if such Mortgage Loan has
been foreclosed or otherwise terminated and the related Mortgaged Property has
not been liquidated.

     (b) If the Master Servicer determines that it will be unable to comply
with its obligation to make the Advances as and when described in the second
sentence of Section 4.01(a), 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 telecopy), not later than 3:00 P.M., New York
time, on the Business Day immediately preceding the related Master Servicer
Advance Date, specifying the amount that it will be unable to deposit (each
such amount an "Advance Deficiency") and certifying that such Advance
Deficiency constitutes an Advance hereunder and is not a Nonrecoverable
Advance. If the Trustee receives a Trustee Advance Notice on or before 3:30
P.M., New York time on a Master Servicer Advance Date, the Trustee shall, not
later than 3:00 P.M., New York time, on the related Distribution Date, deposit
in the Distribution Account an amount equal to the Advance Deficiency
identified in such Trustee Advance Notice unless it is prohibited from so
doing by applicable law. Notwithstanding the foregoing, the Trustee shall not
be required to make such deposit if the Trustee shall have received written
notification from the Master Servicer that the Master Servicer has deposited
or caused to be deposited in the Certificate Account an amount equal to such
Advance Deficiency. All Advances made by the Trustee pursuant to this Section
4.01(b) 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(b) together with accrued interest, not later than the fifth day
following the related Master Servicer Advance 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 (a)
terminate all of the rights and obligations of the Master Servicer under this
Agreement in accordance with Section 7.01 and (b) subject to the limitations
set forth in Section 3.04, assume all of the rights and obligations of the
Master Servicer hereunder.


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<PAGE>


     (c) 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. Priorities of Distribution.

     (a) (1) With respect to the Available Funds for each Loan Group, on each
Distribution Date, the Trustee shall withdraw such Available Funds from the
Distribution Account and apply such funds to distributions on the specified
Classes of Senior Certificates in the related Senior Certificate Group in the
following order and priority and, in each case, to the extent of Available
Funds for such Loan Group remaining:

          (i) concurrently, to each interest-bearing Class and Component of
     Senior Certificates in such Senior Certificate Group (for the purposes of
     clarification, other than any Principal Only Component), an amount
     allocable to interest equal to the related Class Optimal Interest
     Distribution Amount, any shortfall being allocated among such Classes and
     Component in proportion to the amount of the Class Optimal Interest
     Distribution Amount that would have been distributed in the absence of
     such shortfall, provided, however, that the amount of interest otherwise
     distributable to any Senior Class X Variable Strip Certificates shall be
     deposited into the Carryover Shortfall Reserve Fund and shall be
     distributed in accordance with Section 4.02(a)(4); and

          (ii) to each Class of Senior LIBOR Certificates in the related
     Senior Certificate Group, the Principal and Interest Component of the
     Class X Variable Strip Certificates in the related Senior Certificate
     Group, the Principal Only Component of the Class X Fixed Strip
     Certificates, if any, in the related Senior Certificate Group, and in the
     case of Loan Group 1, to the Class A-R Certificates, the related
     Principal Amount, up to the amount of the Senior Principal Distribution
     Amount for such Loan Group for such Distribution Date, in the following
     order of priority:

               (A) with respect to Loan Group 1, sequentially as follows:

                    (1) to the Class A-R Certificates, until its Class
               Certificate Balance is reduced to zero;

                    (2) to the Class 1-A-1 Certificates, until its Class
               Certificate Balance are reduced to zero;

                    (3) to the Class 1-X-2 P Component, until its Component
               Principal Balance is reduced to zero; and

                    (4) to the Class 1-X-1 P Component, until its Component
               Principal Balance is reduced to zero.


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<PAGE>


               (B) with respect to Loan Group 2, sequentially as follows:

                    (1) to the Class 2-A-1 Certificates, until its Class
               Certificate Balance are reduced to zero; and

                    (2) to the Class 2-X P Component, until its Component
               Principal Balance is reduced to zero.

               (C) with respect to Loan Group 3, sequentially as follows:

                    (1) to the Class 3-A-1 Certificates, until its Class
               Certificate Balance are reduced to zero;

                    (2) to the Class 3-X-2 P Component, until its Component
               Principal Balance is reduced to zero; and

                    (3) to the Class 3-X-1 P Component, until its Component
               Principal Balance is reduced to zero.

               (D) with respect to Loan Group 4, sequentially as follows:

                    (1) concurrently, to the Class 4-A-1 and Class 4-A-2
               Certificates, pro rata, until their respective Class
               Certificate Balances are reduced to zero;

                    (2) to the Class 4-X-2 P Component, until its Component
               Principal Balance is reduced to zero; and

                    (3) to the Class 4-X-1 P Component, until its Component
               Principal Balance is reduced to zero.

               (E) with respect to Loan Group 5, sequentially as follows:

                    (1) to the Class 5-A-1 Certificates, until its Class
               Certificate Balance is reduced to zero; and

                    (2) to the Class 5-X P Component, until its Component
               Principal Balance is reduced to zero.

               (F) with respect to Loan Group 6, sequentially as follows:

                    (1) concurrently, to the Class 6-A-1, Class 6-A-2 and
               Class 6-A-3 Certificates, pro rata, until their respective
               Class Certificate Balances are reduced to zero; and

                    (2) to the Class 6-X P Component, until its Component
               Principal Balance is reduced to zero.


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<PAGE>


     (2) On each Distribution Date, Available Funds from each Loan Group
remaining after making the distributions described in Section 4.02(a)(1) will
be distributed to the Senior Certificates to the extent of any shortfalls
remaining in the amounts to be distributed pursuant to Section 4.05 hereof.

     (3) On each Distribution Date, Available Funds from each Loan Group
remaining after making the distributions described in Section 4.02(a)(1) and
Section 4.02(a)(2), will be distributed to the Subordinated Certificates and
the Class A-R Certificates in the following order and priority and, in each
case, to the extent of such funds remaining:

                    (A) to the Class M-X IO and Class M-X P Components, an
               amount allocable to interest equal to the related Class Optimal
               Interest Distribution Amount; provided, however, that the
               amount of interest otherwise distributable to the Class M-X IO
               Component shall be deposited into the Carryover Shortfall
               Reserve Fund and shall be distributed in accordance with
               Section 4.02(a)(4); and

                    (B) to the Class M-X P Component, an amount allocable to
               principal equal to its Pro Rata Share for such Distribution
               Date until the Component Principal Balance thereof is reduced
               to zero;

                    (C) to the Class M Certificates, an amount allocable to
               interest equal to the Class Optimal Interest Distribution
               Amount for such Class for such Distribution Date;

                    (D) to the Class M Certificates, an amount allocable to
               principal equal to its Pro Rata Share for such Distribution
               Date until the Class Certificate Balance thereof is reduced to
               zero;

                    (E) to the Class B-1 Certificates, an amount allocable to
               interest equal to the Class Optimal Interest Distribution
               Amount for such Class for such Distribution Date;

                    (F) to the Class B-1 Certificates, an amount allocable to
               principal equal to its Pro Rata Share for such Distribution
               Date until the Class Certificate Balance thereof is reduced to
               zero;

                    (G) to the Class B-2 Certificates, an amount allocable to
               interest equal to the Class Optimal Interest Distribution
               Amount for such Class for such Distribution Date;

                    (H) to the Class B-2 Certificates, an amount allocable to
               principal equal to its Pro Rata Share for such Distribution
               Date until the Class Certificate Balance thereof is reduced to
               zero;

                    (I) to the Class B-3 Certificates, an amount allocable to
               interest equal to the Class Optimal Interest Distribution
               Amount for such Class for such Distribution Date;


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<PAGE>


                    (J) to the Class B-3 Certificates, an amount allocable to
               principal equal to its Pro Rata Share for such Distribution
               Date until the Class Certificate Balance thereof is reduced to
               zero;

                    (K) to the Class B-4 Certificates, an amount allocable to
               interest equal to the Class Optimal Interest Distribution
               Amount for such Class for such Distribution Date;

                    (L) to the Class B-4 Certificates, an amount allocable to
               principal equal to its Pro Rata Share for such Distribution
               Date until the Class Certificate Balance thereof is reduced to
               zero;

                    (M) to the Class B-5 Certificates, an amount allocable to
               interest equal to the Class Optimal Interest Distribution
               Amount for such Class for such Distribution Date; and

                    (N) to the Class B-5 Certificates, an amount allocable to
               principal equal to its Pro Rata Share for such Distribution
               Date until the Class Certificate Balance thereof is reduced to
               zero; and

                    (O) to the Class A-R Certificates, any remaining funds in
               the Trust Fund.

     (4) On each Distribution Date, any amounts deposited in the Carryover
Shortfall Reserve Fund pursuant to Section 4.02(a)(1)(i) and Section
4.02(a)(3)(A) hereof will be distributed, sequentially, in the following order
of priority:

          (i) from amounts deposited in the Carryover Shortfall Reserve Fund
     from amounts allocated to any Class of Senior Class X Variable Strip
     Certificates on that Distribution Date pursuant to Section 4.02(a)(1)(i),
     sequentially, as follows (x) concurrently, to the Senior LIBOR
     Certificates in the related Senior Certificate Group (to be distributed
     pro rata among such Classes if there is more than one such Class of
     Senior LIBOR Certificates, based on the Carryover Shortfall Amount
     allocated to such Classes), in an amount up to their respective Carryover
     Shortfall Amounts with respect to each such Class of Certificates and (y)
     to such Class of Senior Class X Variable Strip Certificates, any
     remaining amount; and

          (ii) from amounts deposited in the Carryover Shortfall Reserve Fund
     from amounts allocated to the Class M-X Certificates on that Distribution
     Date pursuant to Section 4.02(a)(3)(A), sequentially, as follows (x)
     sequentially, to the Class M, Class B-1, Class B-2, Class B-3, Class B-4
     and Class B-5 Certificates, in that order, in an amount up to their
     respective Carryover Shortfall Amounts with respect to each such Class of
     Certificates and (y) to the Class M-X Certificates, any remaining amount.

     (b) On the first Distribution Date following the Distribution Date on
which the aggregate Class Certificate Balance of the Senior Certificates is
reduced to zero, the funds held in the Class C Distribution Account shall be
distributed to the holders of the Class of Certificates.


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<PAGE>


     (c) [reserved].

     (d) On each Distribution Date, the amount referred to in clause (i) of
the definition of Class Optimal Interest Distribution Amount for each Class of
Certificates or Component thereof for such Distribution Date shall be reduced
for each Class or Component of Senior Certificates of a Senior Certificate
Group and each Class of Subordinated Certificates by (i) the related Class'
pro rata share of Net Prepayment Interest Shortfalls for such Loan Group based
(x) with respect to a Class of Senior Certificates or Component thereof, on
the related Class Optimal Interest Distribution Amount for such Distribution
Date, and (y) with respect to a Class of Subordinated Certificates on and
prior to the fifth Senior Termination Date on the Assumed Interest Amount or
after such Senior Termination Date, the related Class Optimal Interest
Distribution Amount for such Distribution Date, without taking into account
such Net Prepayment Interest Shortfalls and (ii) the related Class' Allocable
Share of (A) with respect to each Mortgage Loan in the related Loan Group (or
after the Senior Credit Support Depletion Date, any Mortgage Loan) that became
subject to a Debt Service Reduction during the calendar month preceding the
month of such Distribution Date, the interest portion of the related Debt
Service Reduction and (B) each Relief Act Reduction for the Mortgage Loans in
the related Loan Group (or after the Senior Credit Support Depletion Date, any
Mortgage Loan) incurred during the calendar month preceding the month of such
Distribution Date.

     (e) Notwithstanding the priority and allocation contained in Section
4.02(a)(3), if, on any Distribution Date, with respect to any Class of
Subordinated Certificates (other than the Class of Subordinated Certificates
then outstanding with the highest priority of distribution), the sum of the
related Class Subordination Percentages of such Class and of all Classes of
Subordinated Certificates which have a higher numerical Class designation than
such Class (the "Applicable Credit Support Percentage") is less than the
Original Applicable Credit Support Percentage for such Class, no distribution
of the Net Principal Prepayment Amount for any Loan Group will be made to any
such Classes (the "Restricted Classes") and the Net Principal Prepayment
Amount from each Loan Group otherwise distributable to the Restricted Classes
shall be distributed to any Classes of Subordinated Certificates having lower
numerical Class designations than such Class, pro rata, based on their
respective Class Certificate Balances immediately prior to such Distribution
Date and shall be distributed in the sequential order provided in Section
4.02(a)(3).

     (f) If Subsequent Recoveries have been received with respect to a
Liquidated Mortgage Loan, the amount of such Subsequent Recoveries will be
applied sequentially, in the order of payment priority, to increase the Class
Certificate Balance or Component Principal Balance of each Class of
Certificates or Component thereof to which Realized Losses have been
allocated, but in each case by not more than the amount of Realized Losses
previously allocated to that Class of Certificates or Component pursuant to
Section 4.04. Holders of such Certificates will not be entitled to any payment
in respect of the Class Optimal Interest Distribution Amount on the amount of
such increases for any Interest Accrual Period preceding the Distribution Date
on which such increase occurs. Any such increases shall be applied pro rata to
the Certificate Balance or Component Balance of each Certificate of such Class
or Component thereof.

     SECTION 4.03. Allocation of Net Deferred Interest.

     On each Distribution Date, the Net Deferred Interest on the Mortgage
Loans in a Loan Group will be allocated as follows: the Senior Percentage of
that Net Deferred Interest will be


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<PAGE>


allocated, in the aggregate, to the Senior Certificates in the related Senior
Certificate Group and the Subordinated Percentage of that Net Deferred
Interest will be allocated, in the aggregate, to the Subordinated
Certificates.

     Within the Classes of Senior Certificates in any Senior Certificate
Group, on each Distribution Date, the Senior Percentage of the Net Deferred
Interest for the related Loan Group, if any, that will be added to the Class
Certificate Balance or Component Principal Balance, as the case may be, of any
such Class, will be equal to (a) with respect to each Class of Senior LIBOR
Certificates, the excess, if any, of (i) the amount of interest that accrued
on such Class of Certificates at its respective Pass-Through Rate during the
Interest Accrual Period related to that Distribution Date, over (ii) the
amount of interest that accrues on such Class at the related Adjusted Cap Rate
for the Interest Accrual Period related to that Distribution Date, (b) with
respect to each Class of Class X Fixed Strip Certificates, the excess, if any,
of (i) the amount of interest that accrued on such Class at a rate equal to
the product of (A) its respective Pass-Through Rate during the Interest
Accrual Period related to that Distribution Date and (B) a fraction, the
numerator of which is the Component Notional Amount of the Class X IO
Component of such Class of Class X Fixed Strip Certificates immediately prior
to the related Distribution Date, and the denominator of which is the
aggregate Class Certificate Balance of the related Senior LIBOR Certificates
immediately prior to the related Distribution Date, over (ii) the amount of
interest that accrued on such Class at the excess, if any, of (A) the related
Adjusted Cap Rate for the Interest Accrual Period related to that Distribution
Date over (B) the weighted average of the Pass-Through Rates of the related
Senior LIBOR Certificates for the Interest Accrual Period related to that
Distribution Date, (c) with respect to each class of Senior Class X Variable
Strip Certificates, the Senior Percentage of any Net Deferred Interest with
respect to the related Loan Group remaining after the allocation to the
related Senior LIBOR Certificates and related Class X Fixed Strip
Certificates, if any, pursuant to clauses (a) and (b) of this sentence, and
(d) with respect to the Class A-R Certificates, its interest entitlement for
that Distribution Date. Any Net Deferred Interest allocated to a Class of
Class X Certificates pursuant to clause (b) or clause (c) of the immediately
preceding sentence shall be added to the Component Principal Balance of the
Principal and Interest Component or Principal Only Component, as the case may
be, of such Class.

     Within the Subordinated Certificates, on each Distribution Date, the
Subordinated Percentage of the Net Deferred Interest for each Loan Group, if
any, that will be added to the Class Certificate Balance of each Class of
Subordinated Certificates other than the Class M-X Certificates will be
calculated based upon the product of (x) the excess, if any, of (i) the
Pass-Through Rate for such Class of Certificates for such Distribution Date
over (ii) the Subordinated Adjusted Cap Rate for such Distribution Date, and
(y) a fraction, the numerator of which is equal to the Subordinated Portion
for such Loan Group for such Distribution Date, and the denominator of which
is equal to the aggregate Subordinated Portion for all of the Loan Groups for
such Distribution Date.

     On each Distribution Date, the Subordinated Percentage of any Net
Deferred Interest remaining after the allocation to the Subordinated
Certificates (other than the Class M-X Certificates) as described above will
be added as principal to the outstanding Component Principal Balance of the
Class M-X P Component.


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<PAGE>


     SECTION 4.04. Allocation of Realized Losses.

     (a) On or prior to each Determination Date, the Trustee shall determine
the total amount of Realized Losses with respect to the related Distribution
Date. For purposes of allocating Realized Losses to the Subordinated
Certificates, the Class M-X Certificates will be deemed to have a lower
numerical Class designation, and to be of a higher relative payment priority,
than each other Class of Subordinated Certificates. Among the remaining
Classes of Subordinated Certificates, the Class M Certificates have a higher
payment priority than the Class B Certificates. Within the Class B
Certificates, the payment priorities are in numerical order.

     Realized Losses with respect to any Distribution Date shall be allocated
as follows:

          (i) [Reserved]

          (ii) any Realized Loss on the Mortgage Loans in a Loan Group shall
     be allocated (1) first, to the Subordinated Certificates in reverse order
     of their respective numerical Class designations (beginning with the
     Class of Subordinated Certificates then outstanding with the highest
     numerical Class designation) until the respective Class Certificate
     Balance of each such Class is reduced to zero, (2) second, to the Class
     M-X P Component, until its Component Principal Balance has been reduced
     to zero, (3) third, to the Senior Certificates of the related Senior
     Certificate Group (other than any Notional Amount Components), if
     applicable, pro rata, on the basis of their respective Class Certificate
     Balances and Component Principal Balances, in each case immediately prior
     to the related Distribution Date until the respective Class Certificate
     Balance or Component Principal Balance, as applicable, of each such Class
     is reduced to zero, except that (A) any Realized Losses on the Group 4
     Mortgage Loans that are otherwise allocable to the Class 4-A-1
     Certificates will instead be allocated to the Class 4-A-2 Certificates,
     until its Class Certificate Balance is reduced to zero, and (B) any
     Realized Losses on the Group 6 Mortgage Loans that are otherwise
     allocable to the Class 6-A-1 Certificates will instead be allocated to
     the Class 6-A-2 Certificates, until its Class Certificate Balance is
     reduced to zero.

     (b) The Class Certificate Balance of the Class of Subordinated
Certificates then outstanding with the highest numerical Class designation
shall be reduced on each Distribution Date by the amount, if any, by which the
aggregate of the Class Certificate Balances of all outstanding Classes of
Certificates (after giving effect to the distribution of principal and the
allocation of Realized Losses on such Distribution Date) exceeds the Pool
Stated Principal Balance as of the last day of the Prepayment Period related
to such Distribution Date.

     (c) Any Realized Loss allocated to a Class of Certificates or any
reduction in the Class Certificate Balance of a Class of Certificates pursuant
to Section 4.04(b) above shall be allocated among the Certificates of such
Class in proportion to their respective Certificate Balances.

     (d) Any allocation of Realized Losses to a Certificate or to any
Component or any reduction in the Certificate Balance of a Certificate,
pursuant to Section 4.04(b) above shall be accomplished by reducing the
Certificate Balance, Component Balance or Subordinated Portion thereof, as
applicable, immediately following the distributions made on the related
Distribution


                                      69
<PAGE>


Date in accordance with the definition of "Certificate Balance," "Component
Balance" or "Subordinated Portion," as the case may be.

     (e) For the avoidance of doubt, no Realized Losses shall be allocated to
the Class C Certificates.

     SECTION 4.05. Cross-Collateralization; Adjustments to Available Funds

     (a) On each Distribution Date prior to the earlier of the Senior Credit
Support Depletion Date and the fifth Senior Termination Date, but after a
Senior Termination Date for a Senior Certificate Group, the Trustee shall
distribute the principal portion of Available Funds on the Mortgage Loans
relating to that Senior Certificate Group that will have been paid in full to
the holders of the Senior Certificates of the other Senior Certificate Groups,
pro rata, based on Class Certificate Balances, provided, however, that the
Trustee shall not make such distribution on such Distribution Date if (a) the
Aggregate Subordinated Percentage for the Subordinated Certificates for that
Distribution Date is greater than or equal to 200% of the Aggregate
Subordinated Percentage as of the Closing Date and (b) the average aggregate
Stated Principal Balance of the Mortgage Loans delinquent 60 days or more over
the last six months, as a percentage of the aggregate Class Certificate
Balance of the Subordinated Certificates, is less than 50%.

     (b) If on any Distribution Date the aggregate Class Certificate Balance
of Senior Certificates in a Senior Certificate Group is greater than the
aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
Group (the "Undercollateralized Group(s)") at the end of the Prepayment Period
related to the immediately preceding Distribution Date, then the Trustee shall
apply the Available Funds of the other Loan Groups that are not
undercollateralized (the "Overcollateralized Group"), as follows:

     (1) to add to the Available Funds of each Undercollateralized Group an
     amount equal to the lesser of (a) one month's interest on the Transfer
     Payment Received of each Undercollateralized Group at the Weighted
     Average Adjusted Net Mortgage Rate applicable to the Undercollateralized
     Group(s) and (b) Available Funds of the Overcollateralized Group(s)
     remaining after making distributions to the Certificates of such
     Overcollateralized Group(s) on such Distribution Date pursuant to Section
     4.02; and

     (2) to the Senior Certificates of each Undercollateralized Group, to the
     extent of the principal portion of Available Funds of the
     Overcollateralized Group(s) remaining after making distributions to the
     Senior Certificates of such Overcollateralized Group(s) on such
     Distribution Date pursuant to Section 4.02, until the Class Certificate
     Balance of the Senior Certificates of each such Undercollateralized
     Group(s) equals the aggregate Stated Principal Balance of the Mortgage
     Loans in the related Loan Group, any shortfall of such Available Funds to
     be allocated among such Undercollateralized Group(s), pro rata, based
     upon the respective Transfer Payments.

     If more than one Overcollateralized Group exists on any Distribution
Date, reductions in the Available Funds of such groups to make the payments
required to be made pursuant to this Section 4.05(b) on such Distribution Date
shall be made pro rata, based on the amount of payments required to be made to
the related Undercollateralized Group(s).


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<PAGE>


     The payment received by any Undercollateralized Group is referred to as a
"Transfer Payment Received." The payment made by any Overcollateralized Group
is referred to as a "Transfer Payment Made."

     SECTION 4.06. 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 Certificateholder, the
Master Servicer, the Depositor and each Rating Agency a statement setting
forth with respect to the related distribution:

          (i) the amount thereof allocable to principal, separately
     identifying the aggregate amount of any Principal Prepayments,
     Liquidation Proceeds and Subsequent Recoveries included therein;

          (ii) the amount thereof allocable to interest, any Class Unpaid
     Interest Amounts included in such distribution and any remaining Class
     Unpaid Interest Amounts after giving effect to such distribution;

          (iii) if the distribution to the Holders of such Class of
     Certificates is less than the full amount that would be distributable to
     such Holders if there were sufficient funds available therefor, the
     amount of the shortfall and the allocation thereof as between principal
     and interest;

          (iv) (A) the Class Certificate Balance or Component Principal
     Balance of each Class of Certificates and any Component thereof after
     giving effect to the distribution of principal on such Distribution Date,
     and (B) the Component Notional Amount of each Notional Amount Component
     with respect to such Distribution Date;

          (v) the Pool Stated Principal Balance with respect to such
     Distribution Date;

          (vi) each Senior Percentage and Subordinated Percentage with respect
     to the following Distribution Date;

          (vii) the amount of the Master Servicing Fees paid to or retained by
     the Master Servicer with respect to such Distribution Date;

          (viii) the Pass-Through Rate for each Class of Certificates and any
     Component thereof, with respect to such Distribution Date;

          (ix) the amount of Advances included in the distribution on such
     Distribution Date and the aggregate amount of Advances outstanding as of
     the close of business on such Distribution Date;

          (x) the number and aggregate principal amounts of Mortgage Loans in
     each Loan Group (A) delinquent (exclusive of Mortgage Loans in
     foreclosure) (1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90 days and (4)
     91 or more days and (B) in foreclosure and delinquent (1) 1 to 30 days
     (2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days, as


                                      71
<PAGE>


     of the close of business on the last day of the calendar month preceding
     such Distribution Date;

          (xi) with respect to any Mortgage Loan that became an REO Property
     during the preceding calendar month, the loan number and Stated Principal
     Balance of such Mortgage Loan as of the close of business on the
     Determination Date preceding such Distribution Date and the date of
     acquisition thereof;

          (xii) the total number and principal balance of any REO Properties
     in each Loan Group (and market value, if available) as of the close of
     business on the Determination Date preceding such Distribution Date;

          (xiii) each Senior Prepayment Percentage and Subordinated Prepayment
     Percentage for the following Distribution Date;

          (xiv) the aggregate amount of Realized Losses in each Loan Group
     incurred during the preceding calendar month and the aggregate amount of
     Subsequent Recoveries, if any, reducing the Realized Losses from the
     preceding calendar months;

          (xv) the Carryover Shortfall Amount distributed to each Class of
     Certificates on such Distribution Date and the unpaid Carryover Shortfall
     Amount, if any, for each Class of Certificates for such Distribution
     Date; and

          (xvi) the amount of Net Deferred Interest added to the Class
     Certificate Balance or Component Principal Balance of any related Class
     of Certificates or any related Component thereof.

The Trustee may make the above information available to Certificateholders via
the Trustee's website at http://www.bnyinvestorreporting.com.

     (b) The Trustee's responsibility for disbursing the above information to
the Certificateholders is limited to the availability, timeliness and accuracy
of the information provided by the Master Servicer.

     (c) On or before the fifth Business Day following the end of each
Prepayment Period (but in no event later than the third Business Day prior to
the related Distribution Date), the Master Servicer shall deliver to the
Trustee (which delivery may be by electronic data transmission) a report in
substantially the form set forth as Schedule VI to this Agreement.

     (d) 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)(i), (a)(ii) and (a)(vii) of this Section
4.06 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.


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<PAGE>


     SECTION 4.07. [Reserved].

     SECTION 4.08. Determination of Pass-Through Rates for LIBOR Certificates.

     (a) On each Interest Determination Date so long as any LIBOR Certificates
are outstanding, the Trustee will determine LIBOR on the basis of the British
Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits
in U.S. dollars as found on Telerate page 3750 as of 11:00 a.m. London time on
each LIBOR Determination Date. "Telerate Page 3750" means the display page
currently so designated on the Moneyline Telerate Service (formerly the Dow
Jones Markets) (or such other page as may replace that page on that service
for the purpose of displaying comparable rates or prices).

     (b) If on any Interest Determination Date, LIBOR cannot be determined as
provided in paragraph (A) of this Section 4.08, the Trustee shall either (i)
request each Reference Bank to inform the Trustee of the quotation offered by
its principal London office for making one-month United States dollar deposits
in leading banks in the London interbank market, as of 11:00 a.m. (London
time) on such Interest Determination Date or (ii) in lieu of making any such
request, rely on such Reference Bank quotations that appear at such time on
the Reuters Screen LIBO Page (as defined in the International Swap Dealers
Association Inc. Code of Standard Wording, Assumptions and Provisions for
Swaps, 1986 Edition), to the extent available. LIBOR for the next Interest
Accrual Period will be established by the Trustee on each interest
Determination Date as follows:

          (i) If on any Interest Determination Date two or more Reference
     Banks provide such offered quotations, LIBOR for the next applicable
     Interest Accrual Period shall be the arithmetic mean of such offered
     quotations (rounding such arithmetic mean upwards if necessary to the
     nearest whole multiple of 1/32%).

          (ii) If on any Interest Determination Date only one or none of the
     Reference Banks provides such offered quotations, LIBOR for the next
     Interest Accrual Period shall be whichever is the higher of (i) LIBOR as
     determined on the previous Interest Determination Date or (ii) the
     Reserve Interest Rate. The "Reserve Interest Rate" shall be the rate per
     annum which the Trustee determines to be either (i) the arithmetic mean
     (rounded upwards if necessary to the nearest whole multiple of 1/32%) of
     the one-month United States dollar lending rates that New York City banks
     selected by the Trustee are quoting, on the relevant Interest
     Determination Date, to the principal London offices of at least two of
     the Reference Banks to which such quotations are, in the opinion of the
     Trustee, being so made, or (ii) in the event that the Trustee can
     determine no such arithmetic mean, the lowest one-month United States
     dollar lending rate which New York City banks selected by the Trustee are
     quoting on such Interest Determination Date to leading European banks.

          (iii) If on any Interest Determination Date the Trustee is required
     but is unable to determine the Reserve Interest Rate in the manner
     provided in paragraph (b) above, LIBOR for the related Classes of
     Certificates shall be LIBOR as determined on the preceding applicable
     Interest Determination Date or in the case of the first Distribution
     Date, 2.55875%.


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     Until all of the LIBOR Certificates are paid in full, the Trustee will at
all times retain at least four Reference Banks for the purpose of determining
LIBOR with respect to each Interest Determination Date. The Master Servicer
initially shall designate the Reference Banks. Each "Reference Bank" shall be
a leading bank engaged in transactions in Eurodollar deposits in the
international Eurocurrency market, shall not control, be controlled by, or be
under common control with, the Trustee and shall have an established place of
business in London. If any such Reference Bank should be unwilling or unable
to act as such or if the Master Servicer should terminate its appointment as
Reference Bank, the Trustee shall promptly appoint or cause to be appointed
another Reference Bank. The Trustee shall have no liability or responsibility
to any Person for (i) the selection of any Reference Bank for purposes of
determining LIBOR or (ii) any inability to retain at least four Reference
Banks which is caused by circumstances beyond its reasonable control.

     (c) The Pass-Through Rate for each Class of LIBOR Certificates for each
Interest Accrual Period shall be determined by the Trustee on each Interest
Determination Date so long as the LIBOR Certificates are outstanding on the
basis of LIBOR and the respective formulae appearing in footnotes
corresponding to the LIBOR Certificates in the table relating to the
Certificates in the Preliminary Statement.

     In determining LIBOR, any Pass-Through Rate for the LIBOR Certificates,
any Interest Settlement Rate, or any Reserve Interest Rate, the Trustee may
conclusively rely and shall be protected in relying upon the offered
quotations (whether written, oral or on the Dow Jones Markets) from the BBA
designated banks, the Reference Banks or the New York City banks as to LIBOR,
the Interest Settlement Rate or the Reserve Interest Rate, as appropriate, in
effect from time to time. The Trustee shall not have any liability or
responsibility to any Person for (i) the Trustee's selection of New York City
banks for purposes of determining any Reserve Interest Rate or (ii) its
inability, following a good-faith reasonable effort, to obtain such quotations
from, the BBA designated banks, the Reference Banks or the New York City banks
or to determine such arithmetic mean, all as provided for in this Section
4.08.

     The establishment of LIBOR and each Pass-Through Rate for the LIBOR
Certificates by the Trustee shall (in the absence of manifest error) be final,
conclusive and binding upon each Holder of a Certificate and the Trustee.


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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. The Certificates shall be issuable in registered form, in the
minimum denominations, integral multiples in excess thereof (except that one
Certificate in each Class may be issued in a different amount which must be in
excess of the applicable minimum denomination) and aggregate denominations per
Class set forth in the Preliminary Statement.

     Subject to Section 9.02 respecting the final distribution on the
Certificates, on each Distribution Date the Trustee shall make distributions
to each Certificateholder of record on the preceding Record Date either (x) by
wire transfer in immediately available funds to the account of such holder at
a bank or other entity having appropriate facilities therefor, if (i) such
Holder has so notified the Trustee at least five Business Days prior to the
related Record Date and (ii) such Holder shall hold (A) a Notional Amount
Certificate or Class X Certificate, (B) 100% of the Class Certificate Balance
of any Class of Certificates or (C) Certificates of any Class with aggregate
principal Denominations of not less than $1,000,000 or (y) by check mailed by
first class mail to such Certificateholder at the address of such holder
appearing in the Certificate Register.

     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 countersignature and delivery of such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless countersigned by the Trustee by manual signature, and
such countersignature upon any Certificate shall be conclusive evidence, and
the only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates shall be dated the date of their countersignature.
On the Closing Date, the Trustee shall countersign the Certificates to be
issued at the direction of the Depositor, or any affiliate of the Depositor.

     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, or cause to be maintained in accordance
with the provisions of Section 5.06, 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 provided in this Agreement. Upon surrender for registration of
transfer of any Certificate, the Trustee shall execute and deliver, in the
name of the designated


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<PAGE>


transferee or transferees, one or more new Certificates of the same Class and
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 which 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 cancelled 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 said 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 laws, in order to assure compliance with the
Securities Act and such laws, the Certificateholder desiring to effect such
transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee in writing the facts surrounding the transfer in
substantially the forms set forth in Exhibit J (the "Transferor Certificate")
and (i) deliver a letter in substantially the form of either Exhibit K (the
"Investment Letter") or Exhibit L (the "Rule 144A Letter") or (ii) there shall
be delivered to the Trustee at the expense of the transferor an Opinion of
Counsel that such transfer may be made pursuant to an exemption from the
Securities Act. 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 and the Depositor, the Seller and the Master
Servicer 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 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


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<PAGE>


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 to effect
such transfer or (y) in the case of a Certificate that is an ERISA-Restricted
Certificate and that has been the subject of an ERISA-Qualifying Underwriting,
a representation that the transferee is 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 that the purchase and
holding of such Certificates 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 or any other person acting on behalf
of any such plan or arrangement or using such plan's or arrangement's assets,
an Opinion of Counsel satisfactory to the Trustee, which Opinion of Counsel
shall not be an expense of the Trustee, the Master Servicer or the Trust Fund,
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 Section 406 of ERISA or Section 4975
of the Code, and will not subject the Trustee or the Master Servicer to any
obligation in addition to those expressly undertaken in this Agreement or to
any liability (such Opinion of Counsel, a "Benefit Plan Opinion"). For
purposes of the preceding sentence, with respect to an ERISA-Restricted
Certificate that is not a Residual Certificate, in the event the
representation letter or Benefit Plan Opinion referred to in the preceding
sentence is not so furnished, one of the representations in clause (i), as
appropriate, shall be deemed to have been made to the Trustee by the
transferee's (including an initial acquiror's) acceptance of the
ERISA-Restricted Certificates. Notwithstanding anything else to the contrary
in this Agreement, any purported transfer of an ERISA-Restricted Certificate
to or on behalf of an employee benefit plan or arrangement subject to ERISA or
to the Code without the delivery to the Trustee of a Benefit Plan Opinion
satisfactory to the Trustee as described above shall be void and of no effect.

     To the extent permitted under applicable law (including, but not limited
to, ERISA), 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 transfer was
registered by the Trustee in accordance with the foregoing requirements.

     (c) Each Person who has or who acquires any Ownership Interest in a
Residual 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 Residual
Certificate are expressly subject to the following provisions:


                                      77
<PAGE>


          (i) Each Person holding or acquiring any Ownership Interest in a
     Residual 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) No Ownership Interest in a Residual Certificate may be
     registered on the Closing Date or thereafter transferred, and the Trustee
     shall not register the Transfer of any Residual Certificate unless, in
     addition to the certificates required to be delivered to the Trustee
     under subparagraph (b) above, the Trustee shall have been furnished with
     an affidavit (a "Transfer Affidavit") of the initial owner or the
     proposed transferee in the form attached to this Agreement as Exhibit I.

          (iii) Each Person holding or acquiring any Ownership Interest in a
     Residual 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 Residual 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 Residual Certificate and (C)
     not to Transfer its Ownership Interest in a Residual Certificate or to
     cause the Transfer of an Ownership Interest in a Residual 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 Residual 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 Residual 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 Residual Certificate. The Trustee shall be under no
     liability to any Person for any registration of Transfer of a Residual
     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, Transferor
     Certificate and either the Rule 144A Letter or the Investment Letter. The
     Trustee shall be entitled but not obligated to recover from any Holder of
     a Residual 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 Residual
     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.

          (v) The Depositor 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 Residual Certificate to any
     Holder who is not a Permitted Transferee.

     The restrictions on Transfers of a Residual Certificate set forth in this
Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual 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 Trust Fund, the Trustee, the


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Master Servicer or the Seller, to the effect that the elimination of such
restrictions will not cause any REMIC 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 Residual Certificate
hereby consents to any amendment of this Agreement which, 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 Residual
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 Residual Certificate which is held by a Person that is not a
Permitted Transferee to a Holder that is a Permitted Transferee.

     (d) The preparation and delivery of all certificates and opinions
referred to above in this Section 5.02 in connection with transfer shall be at
the expense of the parties to such transfers.

     (e) Except as provided below, the Book-Entry Certificates shall at all
times remain registered in the name of the Depository or its nominee and at
all times: (i) registration of the Certificates may not be transferred by the
Trustee except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect to
ownership and transfers of such Book-Entry Certificates; (iii) ownership and
transfers of registration of the Book-Entry Certificates on the books of the
Depository shall be governed by applicable rules established by the
Depository; (iv) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (v) the Trustee shall
deal with the Depository, Depository Participants and indirect participating
firms as representatives of the Certificate Owners of the Book-Entry
Certificates for purposes of exercising the rights of holders under this
Agreement, and requests and directions for and votes of such representatives
shall not be deemed to be inconsistent if they are made with respect to
different Certificate Owners; and (vi) the Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its Depository Participants and furnished by the Depository Participants
with respect to indirect participating firms and persons shown on the books of
such indirect participating firms as direct or indirect Certificate Owners.

     All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.

     If (x) (i) the Depository or the Depositor advises the Trustee in writing
that the Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (ii) the Trustee or the Depositor is
unable to locate a qualified successor or (y) after the occurrence of an Event
of Default, Certificate Owners representing at least 51% of the Certificate
Balance of the Book-Entry Certificates together advise the Trustee and the
Depository through the Depository Participants in writing that the
continuation of a book-entry system through the Depository is no longer in the
best interests of the Certificate Owners, the Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of definitive, fully-registered Certificates
(the "Definitive Certificates") to Certificate Owners requesting the same.
Upon surrender to the Trustee of the related Class of Certificates by the
Depository, accompanied by the instructions from the Depository for


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registration, the Trustee shall issue the Definitive Certificates. Neither the
Master Servicer, the Depositor nor the Trustee shall be liable for any delay
in delivery of such instruction and each may conclusively rely on, and shall
be protected in relying on, such instructions. The Master Servicer shall
provide the Trustee with an adequate inventory of certificates to facilitate
the issuance and transfer of Definitive Certificates. Upon the issuance of
Definitive Certificates all references in this Agreement 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 the Definitive Certificates as Certificateholders hereunder;
provided that the Trustee shall not by virtue of its assumption of such
obligations become liable to any party for any act or failure to act of the
Depository.

     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 (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, countersign 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, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.

     SECTION 5.04. Persons Deemed Owners.

     The Master Servicer, the Trustee and any agent of the Master Servicer or
the Trustee may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as
provided in this Agreement and for all other purposes whatsoever, and neither
the Master Servicer, the Trustee nor any agent of the Master Servicer or the
Trustee 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 and/or Certificate Owners (a) request
such information in writing from the Trustee, (b) state that such
Certificateholders and/or Certificate Owners desire to communicate with other
Certificateholders and/or Certificate Owners with respect to their rights
under this Agreement or under the Certificates, and (c) provide a copy of the
communication which such Certificateholders and/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, (x) provide the Depositor,
the Master Servicer or such Certificateholders and/or Certificate Owners at
such recipients' expense the most recent list of the Certificateholders of
such Trust Fund held by the Trustee, if any, and (y) assist the Depositor, the
Master Servicer or such Certificateholders and/or


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<PAGE>


Certificate Owners at such recipients' expense with obtaining from the
Depository a list of the related Depository Participants acting on behalf of
Certificate Owners of Book Entry Certificates. The Depositor and every
Certificateholder and Certificate Owner, by receiving and holding a
Certificate or beneficial interest therein, 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 and/or Depository Participants hereunder,
regardless of the source from which such information was derived.

     SECTION 5.06. 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 Corporate Trust Office 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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<PAGE>


                                  ARTICLE VI
                     THE DEPOSITOR AND THE MASTER SERVICER

     SECTION 6.01. Respective Liabilities of the Depositor and the Master
                   Servicer.

     The Depositor and the Master Servicer shall each be liable in accordance
with this Agreement only to the extent of the obligations specifically and
respectively imposed upon and undertaken by them in this Agreement.

     SECTION 6.02. Merger or Consolidation of the Depositor or the Master
                   Servicer.

     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 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 or the Master Servicer may be merged
or consolidated, or any Person resulting from any merger or consolidation to
which the Depositor or the Master Servicer shall be a party, or any person
succeeding to the business of the Depositor or the Master Servicer, shall be
the successor of the Depositor or the Master Servicer, 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 in this Agreement to the
contrary notwithstanding; provided, however, that the successor or surviving
Person to the Master Servicer shall be qualified to service mortgage loans on
behalf of, FNMA or FHLMC.

     SECTION 6.03. Limitation on Liability of the Depositor, the Seller, the
                   Master Servicer and Others.

     None of the Depositor, the Master Servicer or the Seller or any of the
directors, officers, employees or agents of the Depositor, the Master Servicer
or the Seller shall be under any liability to 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, however, that
this provision shall not protect the Depositor, the Master Servicer, the
Seller or any such Person against any breach of representations or warranties
made by it in this Agreement or protect the Depositor, the Master Servicer,
the Seller or any such Person from any liability which would otherwise be
imposed by reasons of willful misfeasance, bad faith or gross negligence in
the performance of duties or by reason of reckless disregard of obligations
and duties hereunder. The Depositor, the Master Servicer, the Seller and any
director, officer,


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<PAGE>


employee or agent of the Depositor, the Master Servicer or the Seller may rely
in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising under this Agreement.
The Depositor, the Master Servicer or the Seller and any director, officer,
employee or agent of the Depositor, the Master Servicer, or the Seller 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 Master Servicer or the Seller shall be
under any obligation to appear in, prosecute or defend any legal action that
is not incidental to its respective duties hereunder and which in its opinion
may involve it in any expense or liability; provided, however, that any of the
Depositor, the Master Servicer or the Seller 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
Master Servicer and the Seller shall be entitled to be reimbursed therefor out
of the Certificate Account.

     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 (a) upon appointment of a successor servicer and
receipt by the Trustee of a letter from each Rating Agency that such a
resignation and appointment will not result in a downgrade or withdrawal of
the rating of any of the Certificates or (b) upon determination that its
duties hereunder are no longer permissible under applicable law. Any such
determination under clause (b) permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered
to the Trustee. No such resignation shall become effective until the Trustee
or a successor master servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities and obligations under this Agreement.


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                                  ARTICLE VII
                                    DEFAULT

     SECTION 7.01. Events of Default.

     "Event of Default," wherever used in this Agreement, means any one of the
following events:

          (i) any failure by the Master Servicer to deposit in the Certificate
     Account or remit to the Trustee any payment required to be made under the
     terms of this Agreement, which failure shall continue unremedied for five
     days after the date upon which written notice of such failure shall have
     been given to the Master Servicer by the Trustee or the Depositor or to
     the Master Servicer and the Trustee by the Holders of Certificates having
     not less than 25% of the Voting Rights evidenced by the Certificates; or

          (ii) 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, which failure materially
     affects the rights of Certificateholders, that failure continues
     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 or the Depositor, or to the Master Servicer and the Trustee by
     the Holders of Certificates evidencing not less than 25% of the Voting
     Rights evidenced by the Certificates; or

          (iii) 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

          (iv) 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

          (v) 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

          (vi) the Master Servicer shall fail to reimburse in full the Trustee
     within five days of the Master Servicer Advance Date for any Advance made
     by the Trustee pursuant to Section 4.01(b) together with accrued and
     unpaid interest.

     If an Event of Default described in clauses (i) to (vi) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, the


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<PAGE>


Trustee may, or at the direction of the Holders of Certificates evidencing not
less than 66 2/3% of the Voting Rights evidenced by the Certificates, the
Trustee shall 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
and 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 which the Master Servicer failed
to make subject to Section 4.01 whether or not the obligations of the Master
Servicer have been terminated pursuant to this Section. 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.

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

     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, the Trustee shall, subject to and to the
extent provided in Section 3.04, be the successor to the Master Servicer in
its capacity as master servicer under this Agreement and the transactions set
forth or provided for in this Agreement and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions of this Agreement and applicable law
including the obligation to make Advances pursuant to Section 4.01. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans that the Master Servicer would have been entitled to charge
to the Certificate Account or Distribution Account 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,
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 or
if it is otherwise unable to so act, appoint, or 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 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 to the Master
Servicer shall be an


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<PAGE>


institution which is a FNMA and FHLMC approved seller/servicer in good
standing, which has a net worth of at least $15,000,000, and which is willing
to service the Mortgage Loans and executes and delivers to the Depositor and
the Trustee an agreement accepting such delegation and assignment, which
contains an assumption by such Person of the rights, powers, duties,
responsibilities, obligations and liabilities of the Master Servicer (other
than liabilities of the Master Servicer under Section 6.03 incurred prior to
termination of the Master Servicer under Section 7.01), with like effect as if
originally named as a party to this Agreement; and provided further that each
Rating Agency acknowledges that its rating of the Certificates in effect
immediately prior to such assignment and delegation will not be qualified or
reduced as a result of such assignment and delegation. 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, act in
such capacity as hereinabove 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, however, that no such compensation shall be in excess
of the Master Servicing Fee 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 master servicer shall be deemed to be in
default hereunder by reason of any failure to make, or any delay in making,
any distribution hereunder or any portion thereof or any failure to perform,
or any delay in performing, any duties or responsibilities hereunder, in
either case caused by the failure of the Master Servicer to deliver or
provide, or any delay in delivering or providing, any cash, information,
documents or records to it.

     Any successor to the Master Servicer as master servicer shall give notice
to the Mortgagors of such change of servicer and shall, during the term of its
service as master servicer maintain in force the policy or policies that the
Master Servicer is required to maintain pursuant to Section 3.09.

     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 either (x) 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 or (y) in causing MERS to designate on the MERS(R) System the
successor Master Servicer as the servicer of such Mortgage Loan. 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.


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<PAGE>


     SECTION 7.03. Notification to Certificateholders.

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

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


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<PAGE>


                                 ARTICLE VIII
                            CONCERNING THE TRUSTEE

     SECTION 8.01. Duties of Trustee.

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

     The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they are
in the form required by this Agreement; provided, however, that the Trustee
shall not be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument.

     No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act
or its own willful misconduct; provided, however, that:

          (i) unless an Event of Default known to the Trustee shall have
     occurred and be continuing, the duties and obligations of the Trustee
     shall be determined solely by the express provisions of this Agreement,
     the Trustee shall not be liable 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 which it believed in
     good faith to be genuine and to have been duly executed by the proper
     authorities respecting any matters arising hereunder;

          (ii) the Trustee shall not be liable for an error of judgment made
     in good faith by a Responsible Officer or Responsible Officers of the
     Trustee, unless it shall be finally proven that the Trustee was negligent
     in ascertaining the pertinent facts;

          (iii) the Trustee shall not be liable with respect to any action
     taken, suffered or omitted to be taken by it in good faith in accordance
     with the direction of Holders of Certificates evidencing not less than
     25% of the Voting Rights of Certificates 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

          (iv) without in any way limiting the provisions of this Section 8.01
     or Section 8.02, the Trustee shall be entitled to rely conclusively on
     the information delivered to it


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<PAGE>


     by the Master Servicer in a Trustee Advance Notice in determining whether
     it is required to make an Advance under Section 4.01(b), 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(b) in the absence of a Trustee Advance Notice or
     actual knowledge of a Responsible Officer of the Trustee that (A) such
     Advance was not made by the Master Servicer and (B) such Advance is not a
     Nonrecoverable Advance.

     SECTION 8.02. Certain Matters Affecting the Trustee.

          Except as otherwise provided in Section 8.01:

          (i) the Trustee may request and rely upon and shall be protected in
     acting or refraining from acting upon any resolution, Officers'
     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 and the Trustee
     shall have no responsibility to ascertain or confirm the genuineness of
     any signature of any such party or parties;

          (ii) the Trustee may consult with counsel, financial advisers or
     accountants and the advice of any such counsel, financial advisers or
     accountants 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;

          (iii) the Trustee shall not be liable 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;

          (iv) 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
     Holders of Certificates evidencing not less than 25% of the Voting Rights
     allocated to each Class of Certificates;

          (v) 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;

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

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


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<PAGE>


          (viii) 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

          (ix) the Trustee shall be under no obligation to exercise any of the
     trusts, rights or powers vested in it by this Agreement or to institute,
     conduct or defend any litigation hereunder or in relation hereto at the
     request, order or direction of any of the Certificateholders, pursuant to
     the provisions of this Agreement, unless such Certificateholders shall
     have offered to the Trustee reasonable security or indemnity satisfactory
     to the Trustee against the costs, expenses and liabilities which may be
     incurred therein or thereby.

     SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans.

     The recitals contained in this Agreement and in the Certificates shall be
taken as the statements of the Depositor or the Seller, 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 the Certificates 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
counter-signature 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. Trustee's Fees and Expenses.

     The Trustee, as compensation for its activities hereunder, shall be
entitled to withdraw from the Distribution Account on each Distribution Date
the amount set forth in Section 3.08(b)(i). 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 (including
reasonable attorney's fees) (i) incurred in connection with any claim or legal
action relating to (a) this Agreement, (b) the Certificates or (c) 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 incurred by reason of any action of the Trustee
taken at the direction of the Certificateholders and (ii) resulting from any
error in any tax or information return prepared by the Master Servicer. Such
indemnity shall survive the termination of this Agreement or the resignation
or removal of the Trustee hereunder. Without limiting the foregoing, the
Master Servicer covenants and agrees, except as otherwise agreed upon in
writing by the Depositor and the Trustee, and except for any such expense,
disbursement or advance as may arise from the Trustee's negligence, bad faith
or willful misconduct, to pay or reimburse the Trustee, for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Agreement with respect to: (A)
the reasonable compensation and the expenses and disbursements of its counsel
not associated with the closing of the issuance


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<PAGE>


of the Certificates, (B) the reasonable compensation, expenses and
disbursements of any accountant, engineer or appraiser that is not regularly
employed by the Trustee, to the extent that the Trustee must engage such
persons to perform acts or services hereunder and (C) printing and engraving
expenses in connection with preparing any Definitive Certificates. Except as
otherwise provided in this Agreement, the Trustee shall not be entitled to
payment or reimbursement for any routine ongoing expenses incurred by the
Trustee in the ordinary course of its duties as Trustee, Registrar, Tax
Matters Person or Paying Agent hereunder or for any other expenses.

     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 which
would not cause either of the Rating Agencies to reduce or withdraw their
respective then current ratings of the Certificates (or having provided such
security from time to time as is sufficient to avoid such reduction) as
evidenced in writing by each Rating Agency. 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. The entity serving as
Trustee may have normal banking and trust relationships with the Depositor and
its affiliates or the Master Servicer and its affiliates; provided, however,
that such entity 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 giving written notice of resignation to the Depositor, the
Master Servicer and each Rating Agency not less than 60 days before the date
specified in such notice when, subject to Section 8.08, such resignation is to
take effect, and acceptance by a successor trustee in accordance with Section
8.08 meeting the qualifications set forth in Section 8.06. If no successor
trustee meeting such qualifications 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 the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.06 and shall fail to resign after written request
thereto by the Depositor, or if at any time the Trustee shall become incapable
of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, or a tax is imposed
with respect to the Trust Fund by any state in which the Trustee or the Trust
Fund is located and the imposition of such tax would be avoided by the
appointment of a different trustee, then the Depositor or the Master Servicer
may remove


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<PAGE>


the Trustee and appoint a successor trustee 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 to
the successor trustee.

     The Holders of Certificates entitled to at least 51% of the Voting Rights
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.

     SECTION 8.08. Successor Trustee.

     Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor and to 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 in this Agreement. The Depositor, the Master
Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties, and obligations.

     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 and its appointment shall not
adversely affect the then current rating 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 all Holders of Certificates. If the Depositor fails to
mail such notice within 10 days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed
at the expense of the Depositor.

     SECTION 8.09. Merger or Consolidation of Trustee.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the 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 without the execution or filing of any
paper or


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further act on the part of any of the parties hereto, anything in this
Agreement 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 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 within 15 days after
the 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 alone shall have the power
to make such appointment. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
8.06 and no notice to Certificateholders of the appointment of any co-trustee
or separate trustee shall be required under Section 8.08.

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

          (i) To the extent necessary to effectuate the purposes of this
     Section 8.10, 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 applicable 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;

          (ii) No trustee hereunder shall be held personally liable by reason
     of any act or omission of any other trustee hereunder and such
     appointment shall not, and shall not be deemed to, constitute any such
     separate trustee or co-trustee as agent of the Trustee;

          (iii) The Trustee may at any time accept the resignation of or
     remove any separate trustee or co-trustee; and


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          (iv) The Master Servicer, and not the Trustee, shall be liable for
     the payment of reasonable compensation, reimbursement and indemnification
     to any such 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 separate trustees and co-trustees, when and
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 assets with respect to which any REMIC
election is to be made, as set forth in the Preliminary Statement, shall
constitute, and that the conduct of matters relating to such assets shall be
such as to qualify such assets 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 any such
REMIC 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 Return (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 any such REMIC, 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; (c) make
or cause to be made elections that such assets be treated as a REMIC on the
federal tax return for its first taxable year (and, if necessary, under
applicable state law); (d) prepare and forward, or cause to be prepared and
forwarded, to the Certificateholders and to the Internal Revenue Service and,
if necessary, state tax authorities, all information returns and reports as
and when required to be provided to them in accordance with the REMIC
Provisions, including


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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 Residual 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 matters relating to such assets at all times that any Certificates are
outstanding so as to maintain the status 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;
(h) pay, from the sources specified in the last paragraph of this Section
8.11, the amount of any federal or state tax, including prohibited transaction
taxes as described below, imposed on any such REMIC prior to its termination
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) ensure that federal, state or local income tax or
information returns shall be signed by the Trustee or such other person as may
be required to sign such returns by the Code or state or local laws,
regulations or rules; (j) maintain records relating to any such REMIC,
including but not limited to the income, expenses, assets and liabilities
thereof and the fair market value and adjusted basis of the assets 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 any such REMIC 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 such REMIC, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of any such REMIC, and otherwise act on behalf of any such REMIC in
relation to any tax matter or controversy involving it.

          In order to enable the Trustee to perform its duties as set forth in
this Agreement, the Depositor shall provide, or cause to be provided, to the
Trustee within ten (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. 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,
reasonably request in order to enable the Trustee to perform its duties as set
forth in this Agreement. The Depositor hereby indemnifies the Trustee for any
losses, liabilities, damages, claims or expenses of the Trustee arising from
any errors or miscalculations of the Trustee that result from any failure of
the Depositor to provide, or to cause to be provided, accurate information or
data to the Trustee on a timely basis.

          In the event that any tax is imposed on "prohibited transactions" of
any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the "net
income from foreclosure property" of such REMIC as defined in Section 860G(c)
of the Code, on any contribution to any REMIC hereunder after the Startup Day
pursuant to Section 860G(d) of the Code, or any other tax is imposed,
including, without limitation, any minimum tax imposed upon any REMIC


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hereunder pursuant to Sections 23153 and 24874 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) the
Master Servicer, in the case of any such minimum tax, or if such tax arises
out of or results from a breach by the Master Servicer of any of its
obligations under this Agreement, (iii) the Seller, if any such tax arises out
of or results from the Seller's obligation to repurchase a Mortgage Loan
pursuant to Section 2.02 or 2.03 or from a breach by the Seller of any of its
obligations under this Agreement or (iv) in all other cases, or in the event
that the Trustee, the Master Servicer or the Seller fails to honor its
obligations under the preceding clauses (i), (ii) or (iii), any such tax will
be paid with amounts otherwise to be distributed to the Certificateholders, as
provided in Section 3.08(b).

          The Trustee shall treat the Carryover Shortfall 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 X Variable Strip Certificates, and
that is not an asset of any REMIC created hereunder. The Trustee shall treat
the rights of the holders of the LIBOR Certificates to receive payments from
the Carryover Shortfall Reserve Fund and payments in excess of the Adjusted
Subordinate Weighted Average Rate (in the case of the Class B and Class M
Certificates) as rights in a notional principal contract written by the
Holders of the Class X Variable Strip Certificates in respect of any monies
distributed pursuant to Sections 4.02(a)(1)(i) and 4.02(a)(3)(A),
respectively, herein, in favor of the Holders of the LIBOR and the Class X
Fixed Strip Certificates. Similarly the Trustee shall treat the rights of the
holders of the LIBOR Certificates to receive payments of interest that would
otherwise be payable to the holders of the Class X Fixed Strip Certificates at
a per annum pass-through rate of 0.80%, as rights in a notional principal
contract written by the Holders of the Class X Fixed Strip Certificates. Thus,
with respect to the preceding two sentences, the LIBOR Certificates, the Class
X Fixed Strip Certificates and the Class X Variable Strip Certificates shall
be treated as representing ownership of Master REMIC regular interests coupled
with contractual rights.


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                                  ARTICLE IX
                                  TERMINATION

          SECTION 9.01. Termination upon Liquidation or Purchase of all
                        Mortgage Loans.

     Subject to Section 9.03, the obligations and responsibilities of the
Depositor, the Seller, the Master Servicer and the Trustee with respect to the
Trust Fund created hereby shall terminate upon the earlier of: (a) the earlier
of (i) the purchase by the Master Servicer of all Mortgage Loans (and REO
Properties) remaining in the Trust Fund at the price equal to the sum of (x)
100% of the Stated Principal Balance of each Mortgage Loan plus one month's
accrued interest thereon at the applicable Adjusted Mortgage Rate and (y) the
lesser of (A) the appraised value of any REO Property as determined by the
higher of two appraisals completed by two independent appraisers selected by
the Master Servicer at the expense of the Master Servicer and (B) the Stated
Principal Balance of each Mortgage Loan related to any REO Property and (z)
any remaining unpaid costs and damages incurred by the Trust Fund that arise
out of an actual violation of any predatory or abusive lending law or
regulation, in all cases plus accrued and unpaid interest thereon at the
applicable Adjusted Mortgage Rate and (ii) the sale of the assets of the Trust
Fund following a Successful Auction pursuant to Section 9.04 hereof 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
Certificateholders of all amounts required to be distributed to them pursuant
to this Agreement. In no event shall the trusts created hereby continue beyond
the earlier of (i) the expiration of 21 years from the death of the survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James's, living on the date hereof and (ii) the
Latest Possible Maturity Date.

     If the first auction conducted pursuant to Section 9.04 hereof shall not
result in a sale of the assets of the Trust Fund, the Master Servicer shall
have the right to purchase all Mortgage Loans and REO Properties pursuant to
clause (a) in the preceding paragraph of this Section 9.01.

     SECTION 9.02. Final Distribution on the Certificates.

     (a) Timing of Notice to Trustee of Auction or Optional Termination.

          (i) If on any Determination Date, 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 promptly to send a final
     distribution notice to each Certificateholder. 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 or before 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 with respect to the Trust
     Fund and the receipt by the Trustee of a Request for Release therefor,
     the Trustee shall promptly release to the Master Servicer the Mortgage
     Files for the Mortgage Loans.

          (ii) If a Successful Auction is held pursuant to the requirements of
     Section 9.04 hereof, then the Trustee shall deposit the proceeds of the
     auction in the Distribution Account and shall cause a distribution
     thereof to the Certificateholders pursuant to Sections 4.02 and 9.04
     hereof on the Distribution Date in the calendar month


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<PAGE>


     immediately following the calendar month in which the Successful Auction
     occurs. 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 transfer to the Winning Bidder in accordance with Section 9.04
     hereof.

          (iii) If the first auction conducted pursuant to Section 9.04 hereof
     shall not result in a sale of the assets of the Trust Fund and the Master
     Servicer, after prior written notice to the Holder of the Class C
     Certificates and the Trustee, elects to terminate the Trust Fund pursuant
     to Section 9.01, then at least 20 days prior to the date notice is to be
     mailed to Certificateholders, the Master Servicer shall notify the
     Depositor and the Trustee of the date the Master Servicer intends to
     terminate the Trust Fund pursuant to Section 9.01 and of the applicable
     repurchase price of the Mortgage Loans and REO Properties. 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 or before 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 with respect to
     the Trust Fund and the receipt by the Trustee of a Request for Release
     therefor, the Trustee shall promptly release to the Master Servicer the
     Mortgage Files for the Mortgage Loans.

     (b) Timing of Notice to Certificateholders of Termination. Notice of any
termination of the Trust Fund (whether because of a Successful Auction or
because of the exercise by Master Servicer of its rights under Section 9.01
hereof), specifying the Distribution Date on which Certificateholders may
surrender their Certificates for payment of the final distribution and
cancellation, shall be given promptly by the Trustee by letter to
Certificateholders mailed not earlier than the 10th day and no later than the
15th day of the month next preceding the month of such final distribution. Any
such notice shall specify (i) the Distribution Date upon which final
distribution on the Certificates will be made upon presentation and surrender
of the Certificates at the office therein designated, (ii) the amount of such
final distribution, (iii) the location of the office or agency at which such
presentation and surrender must be made, and (iv) that the Record Date
otherwise applicable to such Distribution Date is not applicable,
distributions being made only upon presentation and surrender of the
Certificates at the office therein specified. The Master Servicer shall give
such notice to each Rating Agency at the time such notice is given to
Certificateholders.

     (c) Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Certificateholders of each Class, in each
case on the final Distribution Date and in the order set forth in Section
4.02, in proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (i) as to each Class
of Regular Certificates, the following amounts, as applicable (A) the
Certificate Balance thereof, (B) interest accrued on the Certificate Balance
or Notional Amount thereof and (C) in the case of the Class C Certificates, if
a Successful Auction was held, the Auction Excess Proceeds and (ii) as to the
Residual Certificates, the amount, if any, which remains on deposit in the
Distribution Account (other than the amounts retained to meet claims) after
application pursuant to clause (i) above. Notwithstanding the reduction of the
Class Certificate Balance of any Class of Certificates to zero, such Class
will be outstanding hereunder (solely for the purpose of receiving
distributions and not for any other purpose) until the termination of the
respective obligations and


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responsibilities of the Depositor, the Seller, the Master Servicer and the
Trustee hereunder in accordance with Article IX.

     (d) In the event that any affected Certificateholders shall not surrender
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 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 which remain a part of the Trust Fund. If within one year after the
second notice all Certificates shall not have been surrendered for
cancellation, the Class A-R Certificateholders shall be entitled to all
unclaimed funds and other assets of the Trust Fund which remain subject to
this Agreement.

     SECTION 9.03. Additional Termination Requirements.

     (a) In the event the Master Servicer exercises its purchase option as
provided in Section 9.01 or there is a Successful Auction under Section 9.04,
the Trust Fund shall be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an Opinion of Counsel,
at the expense of the Master Servicer (in the case of an exercise of its
purchase option) or the holder of the Class C Certificates (in the case of a
Successful Auction), to the effect that the failure to comply with the
requirements of this Section 9.03 will not (i) result in the imposition of
taxes on "prohibited transactions" on any REMIC as defined in section 860F of
the Code, or (ii) cause any REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding:

          (i) Within 90 days prior to the final Distribution Date set forth in
     the notice given by the Master Servicer (in the case of an exercise of
     its purchase option) or the holder of the Class C Certificates (in the
     case of a Successful Auction) under Section 9.02, the Master Servicer or
     the holder of the Class C Certificates, as applicable, shall prepare and
     the Trustee, at the expense of the "tax matters person," shall adopt a
     plan of complete liquidation of the Trust Fund within the meaning of
     section 860F(a)(4) of the Code which, as evidenced by an Opinion of
     Counsel (which opinion shall not be an expense of the Trustee or the Tax
     Matters Person), meets the requirements of a qualified liquidation; and

          (ii) Within 90 days after the time of adoption of such a plan of
     complete liquidation with respect to the Trust Fund, the Trustee shall
     sell all of the remaining assets of the Trust Fund to the Master Servicer
     or the Winning Bidder, as applicable, for cash in accordance with Section
     9.01.

     (b) The Trustee, as agent for any REMIC created hereunder, hereby agrees
to adopt and sign such a plan of complete liquidation with respect to the
Trust Fund upon the written request of the Master Servicer and the receipt of
the Opinion of Counsel referred to in Section 9.03(a)(1) and to take such
other action in connection therewith as may be reasonably requested by the
Master Servicer.


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<PAGE>


     (c) By their acceptance of the Certificates, the Holders thereof hereby
authorize the Master Servicer to prepare and the Trustee to adopt and sign a
plan of complete liquidation with respect to the Trust Fund.

     SECTION 9.04. Auction of the Mortgage Loans and REO Properties.

     (a) On the Optional Termination Date, the Trustee shall begin an auction
process to sell the Mortgage Loans and any REO Properties to the Qualified
Bidder who submits the highest bid that equals or exceeds the Minimum Bid
Price. The Trustee may engage a financial advisor, which financial advisor may
be Countrywide, in order to perform any of the duties of the Trustee specified
in Section 9.04(b). Within 5 Business Days, the Trustee shall send a notice to
each Certificateholder not later than the earlier of (A) 10 days before the
Distribution Date following the Optional Termination Date and (B) 5 Business
Days after the solicitation of bids pursuant to Section 9.04(b) indicating
that auction process has begun pursuant to the provisions of this Section 9.04
and in the event of a Successful Auction another notice will be sent by the
Trustee prior to final distribution on the Certificates pursuant to Section
9.02(b). To effectuate such sale, the Trustee (or such financial advisor)
shall follow the procedure specified in Section 9.04(b) below. The Trustee
shall sell the assets in the Trust Fund to the Winning Bidder so long as the
Trustee (or any financial advisor on its behalf) has received at least three
bids from Qualified Bidders and at least one such bid is equal to the Minimum
Bid Price. In the event the Trustee is not able to sell the assets of the
Trust Fund because such conditions are not satisfied, the Trustee shall repeat
this process every third month thereafter until a Successful Auction is
conducted or the Master Servicer purchases all of the Mortgage Loans and REO
Properties pursuant to clause (a) in the first paragraph of Section 9.01. The
Trustee shall be reimbursed for its costs, including expenses associated with
engaging any financial advisor, from the Trust Fund if the auction is not
successful, and, if the auction is successful, from the proceeds of the
auction before the proceeds are distributed to Certificateholders.

     (b) The Trustee (or any financial advisor on its behalf) shall solicit
bids for the purchase of assets owned by the Trust Fund as provided in Section
9.04(a) not later than two Business Days before the Distribution Date
following the Optional Termination Date by contacting by telephone or in
writing at least three Qualified Bidders requesting the Qualified Bidder to
bid on the Mortgage Loans and other assets of the Trust Fund (on a
non-recourse basis with no representations or warranties of any nature
whatsoever by the Trustee (or such financial advisor)) and providing to the
Qualified Bidder any information relating to the Mortgage Loans and the assets
of the Trust Fund reasonably requested by such Qualified Bidder (it being
understood no Qualified Bidder shall be obligated to submit a bid or take any
other action in connection with any auction). The Master Servicer shall
cooperate with the Trustee (and any financial advisor on its behalf) during
the auction process. The Trustee may consult any financial advisor of its
choice (including Countrywide) in order to identify potential Qualified
Bidders. At 1:00 p.m. New York time on the second Business Day after the
solicitation of bids (the "Bid Date"), the Trustee (or any financial advisor
on its behalf) will determine the highest bid for based on the bids received
by the Trustee (or any financial advisor on its behalf) on or before such
time. On or before 3:00 p.m. New York time on the Bid Date, the Trustee (or
any financial advisor on its behalf) will notify the Winning Bidder that its
bid was the highest bid and shall provide wiring instructions for payment of
the purchase price into the Distribution Account by 12:00 p.m. New York time
on the second Business Day following the Bid Date. If the such bidder fails to
wire the purchase price so it is received by the Trustee by 12:00 p.m. New
York time on the second


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Business Day following the Bid Date, the Trustee shall notify the next highest
Qualified Bidder with a bid in excess of the Minimum Bid Price (if any) that
its bid has been accepted and shall give it wiring instructions for payment of
the purchase price into the Distribution Account by 2:00 p.m. New York time on
the second Business Day thereafter. If no other bids are available to be
accepted pursuant to the preceding sentence, then the auction shall be
considered to have failed for all purposes.

     (c) The Trustee shall not be liable with regard to the selection or
engagement of, or for any act or omission of, a financial advisor pursuant to
this Section 9.04 if the Trustee engages Countrywide to be such financial
advisor.


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                                   ARTICLE X
                           MISCELLANEOUS PROVISIONS

     SECTION 10.01. Amendment.

     This Agreement may be amended from time to time by the Depositor, the
Seller, the Master Servicer and the Trustee without the consent of any of the
Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct any
defective provision in this Agreement or to supplement any provision in this
Agreement which may be inconsistent with any other provision in this
Agreement, (iii) to conform this Agreement to the Prospectus and Prospectus
Supplement provided to investors in connection with the initial offering of
the Certificates, (iv) to add to the duties of the Depositor, the Seller or
the Master Servicer, (v) to modify, alter, amend, add to or rescind any of the
terms or provisions contained in this Agreement to comply with any rules or
regulations promulgated by the Securities and Exchange Commission from time to
time, (vi) to add any other provisions with respect to matters or questions
arising hereunder or (vii) to modify, alter, amend, add to or rescind any of
the terms or provisions contained in this Agreement; provided that any action
pursuant to clauses (vi) or (vii) above shall not, as evidenced by an Opinion
of Counsel (which Opinion of Counsel shall not be an expense of the Trustee or
the Trust Fund), adversely affect in any material respect the interests of any
Certificateholder; provided, however, that the amendment shall not be deemed
to adversely affect in any material respect the interests of the
Certificateholders if the Person requesting the amendment obtains a letter
from each Rating Agency stating that the 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. 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 a Majority in Interest 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 (v) above. The Trustee, the Seller, the Depositor
and the Master Servicer also may 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
helpful to (i) maintain the qualification of any REMIC as a REMIC under the
Code, (ii) avoid or minimize the risk of the imposition of any tax on any
REMIC pursuant to the Code that would be a claim at any time prior to the
final redemption of the Certificates or (iii) comply with any other
requirements of the Code, 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 or the
Trust Fund, to the effect that such action is necessary or helpful to, as
applicable, (i) maintain such qualification, (ii) avoid or minimize the risk
of the imposition of such a tax or (iii) comply with any such requirements of
the Code.

     This Agreement may also be amended from time to time by the Depositor,
the Seller, the Master Servicer and the Trustee with the consent of the
Holders of a Majority in Interest of each Class of Certificates affected
thereby 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, however, that no
such amendment


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<PAGE>


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, as to such Class, Percentage Interests aggregating
66-2/3%, 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
shall not consent to any amendment to this Agreement unless it shall have
first received an Opinion of Counsel, which opinion shall not be an expense of
the Trustee or the Trust Fund, to the effect that such amendment will not
cause the imposition of any tax on any REMIC or the Certificateholders or
cause any REMIC 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 or a copy 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 (which Opinion shall not be
an expense of the Trustee or the Trust Fund), satisfactory to the Trustee 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, but only upon direction by the Trustee accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders.

     For the purpose of facilitating the recordation of this Agreement as in
this Agreement 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.


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     SECTION 10.03. Governing Law.

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

     SECTION 10.04. Intention of Parties.

     It is the express intent of the parties hereto that the conveyance of the
(i) of the Mortgage Loans by the Seller to the Depositor and (ii) Trust Fund
by the Depositor to the Trustee each be, and be construed as, an absolute sale
thereof to the Trustee. It is, further, not the intention of the parties that
such conveyances be deemed a pledge thereof. However, in the event that,
notwithstanding the intent of the parties, such assets are held to be the
property of the Seller or the Depositor, as the case may be, or if for any
other reason this Agreement is held or deemed to create a security interest in
either 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
conveyances provided for in this Agreement shall be deemed to be an assignment
and a grant pursuant to the terms of this Agreement (a) by the Seller to the
Depositor or (b) 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 Seller and the Depositor for the benefit of the Certificateholders
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 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 Section
2.03;

     5. The final payment to Certificateholders; and


                                     104
<PAGE>


     6. Any rating action involving the long-term credit rating of
Countrywide, which notice shall be made by first class mail within two
Business Days after the Trustee gains actual knowledge of such a rating
action.

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

     1. Each report to Certificateholders described in Section 4.06;

     2. Each annual statement as to compliance described in Section 3.16;

     3. Each annual independent public accountants' servicing report described
in Section 3.17; and

     4. Any notice of a purchase of a Mortgage Loan pursuant to Section 2.02,
2.03 or 3.11.

     (b) All directions, demands and notices under this Agreement shall be in
writing and shall be deemed to have been duly given when delivered by first
class mail, by courier or by facsimile transmission to (a) in the case of the
Depositor, CWMBS, Inc., 4500 Park Granada, Calabasas, California 91302,
facsimile number: (818) 225-4053, Attention: David A. Spector, (b) in the case
of the Seller, Goldman Sachs Mortgage Company, 85 Broad Street, New York, New
York 10004, facsimile number (212) 346-3568, Attention: Anton Kuzmanov, or
such other address as may be hereafter furnished to the Depositor and the
Trustee by Goldman Sachs Mortgage Company in writing, (c) in the case of the
Master Servicer, Countrywide Home Loans Servicing LP, 400 Countrywide Way,
Simi Valley, California 93065, facsimile number (805) 520-5623, Attention:
Mark Wong, or such other address as may be hereafter furnished to the
Depositor and the Trustee by the Master Servicer in writing, (d) in the case
of the Trustee, The Bank of New York, 101 Barclay Street, 8W, New York, New
York 10286, facsimile number: (212) 815-3986, Attention: Mortgage-Backed
Securities Group, CWMBS, Inc. Series 2005-4, or such other address as the
Trustee may hereafter furnish to the Depositor or Master Servicer and (e) in
the case of the Rating Agencies, the address specified therefor in the
definition corresponding to the name of such Rating Agency. Notices to
Certificateholders shall be deemed given when mailed, first class 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 of the
Certificates.

     SECTION 10.07. Assignment.

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


                                     105
<PAGE>


     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 created hereby, 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 created by this Agreement, 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 in
this Agreement) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything set forth in this Agreement 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 of
this Agreement.

     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
provided in this Agreement, and unless the Holders of Certificates evidencing
not less than 25% of the Voting Rights evidenced by the Certificates 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 provided in this Agreement 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 and will cause each Subservicer to permit any representative of the
Depositor 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 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 said accountants to discuss with such
representative such affairs, finances and accounts), all at such reasonable
times and as often as


                                     106
<PAGE>


may be reasonably requested. Any out-of-pocket expense incident to the
exercise by the Depositor 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 or the related Subservicer.

     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. [Reserved].

     SECTION 10.12. Protection of Assets.

     (a) Except for transactions and activities entered into in connection
with the securitization that is the subject of this Agreement, the Trust Fund
created by this Agreement is not authorized and has no power to:

          (i) borrow money or issue debt;

          (ii) merge with another entity, reorganize, liquidate or sell
     assets; or

          (iii) engage in any business or activities.

     (b) Each party to this Agreement agrees that it will not file an
involuntary bankruptcy petition against the Trustee or the Trust Fund or
initiate any other form of insolvency proceeding until after the Certificates
have been paid.

                         *    *    *    *    *    *


                                     107
<PAGE>


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

                                    CWMBS, INC.,
                                     as Depositor


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


                                    THE BANK OF NEW YORK,
                                     as Trustee


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


                                    GOLDMAN SACHS MORTGAGE COMPANY,
                                     as Seller


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


                                    COUNTRYWIDE HOME LOANS SERVICING LP,
                                     as Master Servicer

                                    By: COUNTRYWIDE GP, INC.


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


<PAGE>


                                    Acknowledged solely with respect to its
                                    obligations under Section 4.01(b):

                                    THE BANK OF NEW YORK, in its
                                    individual capacity



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


<PAGE>


                                  SCHEDULE I
                            Mortgage Loan Schedule
                       [Delivered at Closing to Trustee]


                                    S-I-1
<PAGE>


                                  SCHEDULE II
                                  CWMBS, Inc.
                      Mortgage Pass-Through Certificates
                                 Series 2005-4
                 Representations and Warranties of the Seller

     Goldman Sachs Mortgage Company (the "Seller") hereby makes the
representations and warranties set forth in this Schedule II to the Depositor,
the Master Servicer and the Trustee, as of the Closing Date. Capitalized terms
used but not otherwise defined in this Schedule II shall have the meanings
ascribed thereto in the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") relating to the above-referenced Series, among the
Seller, as seller, CWMBS, Inc., as depositor, Countrywide Home Loans Servicing
LP, as master servicer and The Bank of New York, as trustee.

               (1) The Seller is duly organized as a limited partnership 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 the Pooling and Servicing Agreement to be
     conducted by the Seller 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 perform any of its
     obligations under the Pooling and Servicing Agreement in accordance with
     the terms thereof.

               (2) The Seller has the full partnership power and authority to
     sell each Mortgage Loan, and to execute, deliver and perform, and to
     enter into and consummate the transactions contemplated by the Pooling
     and Servicing Agreement and has duly authorized by all necessary
     partnership action on the part of the Seller the execution, delivery and
     performance of the Pooling and Servicing Agreement; and the Pooling and
     Servicing Agreement, assuming the due authorization, execution and
     delivery thereof by the other parties thereto, constitutes a legal, valid
     and binding obligation of the Seller, enforceable against the Seller in
     accordance with its terms, 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.

               (3) The execution and delivery of the Pooling and Servicing
     Agreement by the Seller, the sale of the Mortgage Loans by the Seller
     under the Pooling and Servicing Agreement, the consummation of any other
     of the transactions contemplated by the Pooling and Servicing Agreement,
     and the fulfillment of or compliance with the terms thereof are in the
     ordinary course of business of the Seller and will not (A) result in a
     material breach of any term or provision of the charter or by-laws of the
     Seller 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 Seller
     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 Seller of
     any court,


                                   S-II-1
<PAGE>


     regulatory body, administrative agency or governmental body having
     jurisdiction over the Seller; and the Seller 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
     Seller's ability to perform or meet any of its obligations under the
     Pooling and Servicing Agreement.

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

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

               (6) The Seller intends to treat the transfer of the Mortgage
     Loans to the Depositor as a sale of the Mortgage Loans for all tax,
     accounting and regulatory purposes.


                                   S-II-2
<PAGE>


                                 SCHEDULE III

                                  CWMBS, Inc.

                      Mortgage Pass-Through Certificates

                                 Series 2005-4

     Representations and Warranties of the Seller as to the Mortgage Loans

     Goldman Sachs Mortgage Company (the "Seller") hereby makes the
representations and warranties set forth in this Schedule III to the
Depositor, the Master Servicer and the Trustee, with respect to the Mortgage
Loans as of the Closing Date, or if so specified herein, as of the Cut-off
Date. Capitalized terms used but not otherwise defined in this Schedule III
shall have the meanings ascribed thereto in the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement") relating to the
above-referenced Series, among the Seller, as seller, Countrywide Home Loans
Servicing LP, as master servicer, CWMBS, Inc., as depositor, and The Bank of
New York, as trustee.

          (1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to each Mortgage Loan is true and correct in
all material respects as of the Closing Date.

          (2) As of the Closing Date, all payments due with respect to each
Mortgage Loan prior to the Cut-off Date have been made; and as of the Cut-off
Date, no Mortgage Loan has been contractually delinquent for 30 or more days
more than once during the twelve months prior to the Cut-off Date.

          (3) No Mortgage Loan had a Loan-to-Value Ratio at origination in
excess of 95.00%.

          (4) Each Mortgage is a valid and enforceable first lien on the
Mortgaged Property subject only to (a) the lien of non delinquent current real
property taxes and assessments, (b) 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 (c) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by such Mortgage.

          (5) Immediately prior to the assignment of each Mortgage Loan to the
Depositor, the Seller had good title to, and was the sole owner of, such
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 the Pooling and Servicing Agreement.

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


                                   S-III-1
<PAGE>


          (7) There is no valid offset, 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.

          (8) There are no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property which are or may be a lien prior to,
or equal with, the lien of such Mortgage, except those which are insured
against by the title insurance policy referred to in item (12) below.

          (9) As of the Closing Date, to the best of the Seller's knowledge,
each Mortgaged Property is free of material damage and in good repair.

          (10) Each Mortgage Loan at origination complied in all material
respects with applicable local, state and federal laws, including, without
limitation, usury, equal credit opportunity, predatory and abusive lending
laws, real estate settlement procedures, truth-in-lending and disclosure laws,
and consummation of the transactions contemplated hereby will not involve the
violation of any such laws.

          (11) As of the Closing Date, neither the Seller 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 which has been
recorded or submitted for recordation, if necessary, to protect the interests
of the Certificateholders and the original or a copy of which has been
delivered to the Trustee); satisfied, cancelled or subordinated such Mortgage
in whole or in part; released the related Mortgaged Property in whole or in
part from the lien of such Mortgage; or executed any instrument of release,
cancellation, modification or satisfaction with respect thereto.

          (12) A lender's policy of title insurance together with a
condominium endorsement, negative amortization endorsement and extended
coverage endorsement, if applicable, in an amount at least equal to the
Cut-off Date Stated 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 FNMA or FHLMC and is in a form acceptable to FNMA or
FHLMC, which policy insures the Seller 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 (4) above and against any
loss by reason of the invalidity or the unenforceability of the lien resulting
from the provisions of the Mortgage providing for adjustment in the mortgage
interest rate and/or the monthly payment including any negative amortization
thereunder. To the best of the Seller's knowledge, no claims have been made
under such mortgage title insurance policy and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything which
would impair the coverage of such mortgage title insurance policy.

          (13) With respect to each Mortgage Loan, all mortgage rate and
payment adjustments, if any, made on or prior to the Cut-off Date have been
made in accordance with the terms of the related Mortgage Note or subsequent
modifications, if any, and applicable law.


                                    S-III-2
<PAGE>


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

          (15) To the best of the Seller's knowledge, all of the improvements
which were included for the purpose of determining the Appraised Value of a
Mortgaged Property securing a Mortgage Loan lie wholly within the boundaries
and building restriction lines of such property, and no improvements on
adjoining properties encroach upon such Mortgaged Property.

          (16) To the best of the Seller's knowledge, no improvement located
on or being part of a Mortgaged Property is in violation of any applicable
zoning law or regulation. To the best of the Seller's knowledge, all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of such 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 such Mortgaged Property is lawfully occupied under applicable law.

          (17) Each 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. To the best
of the Seller's knowledge, all parties to such Mortgage Note and such Mortgage
had legal capacity to execute such Mortgage Note and such Mortgage and each
such Mortgage Note and Mortgage have been duly and properly executed by such
parties.

          (18) The proceeds of the Mortgage Loans 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 Loans were paid.

          (19) The related Mortgage contains customary and enforceable
provisions which render the rights and remedies of the holder thereof adequate
for the realization against the related 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.

          (20) 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.

          (21) Each Mortgage Note and Mortgage is in substantially one of the
forms acceptable to FNMA or FHLMC, with such riders as have been acceptable to
FNMA or FHLMC, as the case may be.


                                    S-III-3
<PAGE>


          (22) 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 Seller have been capitalized under the Mortgage or
the related Mortgage Note.

          (23) The origination, underwriting and collection practices used
with respect to each Mortgage Loan have been in all respects legal, prudent
and customary in the mortgage lending and servicing business.

          (24) There is no pledged account or other security other than real
estate securing the Mortgagor's obligations in respect of any Mortgage Loan.

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

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

          (27) As of the Closing Date, the following numbers of Mortgage Loans
in the respective Loan Groups provide for a prepayment penalty.

              Loan Group                 Percentage of Loans
            ----------------          ------------------------
                  1                           44.34%
                  2                           60.09%
                  3                          100.00%
                  4                            0.00%
                  5                          100.00%
                  6                            0.00%

          (28) Each Mortgage Loan that had a Loan-to-Value Ratio at
origination in excess of 80% is the subject of a Primary Insurance Policy that
insures that portion of the principal balance equal to a specified percentage
times the sum of the remaining principal balance of the related Mortgage Loan,
the accrued interest thereon and the related foreclosure expenses. The
specified coverage percentage for mortgage loans with terms to maturity
between 25 and 30 years is 12% for Loan-to-Value Ratios between 80.01% and
85.00%, 25% for Loan-to-Value Ratios between 85.01% and 90.00%, 30% for
Loan-to-Value Ratios between 90.01% and 95.00% and 35% for Loan-to-Value
Ratios between 95.01% and 100%. The specified coverage percentage for mortgage
loans with terms to maturity of up to 20 years ranges from 6% to 12% for
Loan-to-Value Ratios between 80.01% to 85.00%, from 12% to 20% for
Loan-to-Value Ratios between 85.01% to 90.00% and 20% to 25% for Loan-to-Value
Ratios between 90.01% to 95.00%. Each such Primary Insurance Policy is issued
by a Qualified Insurer. All provisions of any such Primary Insurance Policy
have been and are being complied with, any such policy is in full force and
effect, and all premiums due thereunder have been paid. Any Mortgage subject
to any such Primary Insurance Policy obligates either the Mortgagor or the
mortgagee thereunder to maintain such insurance and to pay all premiums and
charges in


                                    S-III-4
<PAGE>


connection therewith, subject, in each case, to the provisions of Section
3.09(b) of the Pooling and Servicing Agreement. The Mortgage Rate for each
Mortgage Loan is net of any such insurance premium.

          (29) As of the Closing Date, the improvements upon the 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 such
Mortgaged Property is located in an amount which 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 related 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 such 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 (30) below contain a standard mortgagee clause naming the Seller or
the original mortgagee, and its successors in interest, as mortgagee, and the
Seller has received no notice that any premiums due and payable thereon have
not been paid; the Mortgage obligates the Mortgagor thereunder to maintain all
such insurance including flood insurance at the Mortgagor's cost and expense,
and upon the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to obtain and maintain such insurance at the Mortgagor's cost and
expense and to seek reimbursement therefor from the Mortgagor.

          (30) 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 related 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.

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

          (32) There is no material monetary default existing under any
Mortgage or the related Mortgage Note and, to the best of the Seller's
knowledge, there is no material event which, 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 the Seller has not waived any default, breach,
violation or event of acceleration.

          (33) Each Mortgaged Property is improved by a one- to four-family
residential dwelling including condominium units and dwelling units in PUDs,
which, to the best of the Seller's knowledge, does not include cooperatives or
mobile homes and does not constitute other than real property under state law.

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


                                    S-III-5
<PAGE>


          (35) Any future advances made prior to the Cut-off Date with respect
to any Mortgage Loan 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.

          (36) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which
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 which remains
unpaid and which has been assessed, but is not yet due and payable. Except for
(A) payments in the nature of escrow payments, and (B) interest accruing from
the date of the Mortgage Note or date of disbursement of the Mortgage
proceeds, whichever is later, to the day which 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.

          (37) Each Mortgage Loan was underwritten in all material respects in
accordance with Countrywide Home Loans, Inc.'s underwriting guidelines as set
forth in the Prospectus Supplement.

          (38) Other than with respect to any Streamlined Documentation
Mortgage Loan as to which the loan-to-value ratio of the related Original
Mortgage Loan was less than 90% at the time of the origination of such
Original Mortgage Loan, 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 such Mortgaged Property or in any loan made on the
security thereof, and whose compensation is not affected by the approval or
disapproval of such Mortgage Loan; such appraisal is in a form acceptable to
FNMA and FHLMC.

          (39) No Mortgage Loan is a graduated payment mortgage loan or a
growing equity mortgage loan, and no Mortgage Loan is subject to a buydown or
similar arrangement.

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

          (41) The Mortgage Loans were selected from among the outstanding
adjustable-rate one- to four-family mortgage loans in the portfolio of the
Seller at the Closing Date as to which the representations and warranties made
as to the Mortgage Loans set forth in this Schedule III can be made. Such
selection was not made in a manner intended to adversely affect the interests
of Certificateholders.

          (42) Each Mortgage Loan has a payment date on or before the Due Date
in the month of the first Distribution Date.


                                    S-III-6
<PAGE>


          (43) With respect to any Mortgage Loan as to which an affidavit has
been delivered to the Trustee certifying that the original Mortgage Note is a
Lost Mortgage Note, if such Mortgage Loan is subsequently in default, the
enforcement of such Mortgage Loan or of the related Mortgage by or on behalf
of the Trustee will not be materially adversely affected by the absence of the
original Mortgage Note. A "Lost Mortgage Note" is a Mortgage Note the original
of which was permanently lost or destroyed and has not been replaced.

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

          (45) No Mortgage Loan originated on or after October 1, 2002 through
March 6, 2003 is governed by the Georgia Fair Lending Act.

          (46) No Mortgage Loan is a "high cost" loan as defined by applicable
predatory and abusive lending laws.

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

          (48) All of the Mortgage Loans were originated in compliance with
all applicable laws, including, but not limited to, all applicable
anti-predatory and abusive lending laws.

          (49) No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable, and with respect to the foregoing, the terms "High Cost Loan" and
"Covered Loan" have the meaning assigned to them in the then current Standard
& Poor's LEVELS(R) Version 5.6 Glossary Revised, Appendix E which is attached
hereto as Exhibit Q (the "Glossary") where (x) a "High Cost Loan" is each loan
identified in the column "Category under applicable anti-predatory lending
law" of the table entitled "Standard & Poor's High Cost Loan Categorization"
in the Glossary as each such loan is defined in the applicable anti-predatory
lending law of the State or jurisdiction specified in such table and (y) a
"Covered Loan" is each loan identified in the column "Category under
applicable anti-predatory lending law" of the table entitled "Standard &
Poor's Covered Loan Categorization" in the Glossary as each such loan is
defined in the applicable anti-predatory lending law of the State or
jurisdiction specified in such table.

          (50) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22
et seq.).

          (51) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
New Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat. Ann.
ss.ss. 58-21A-1 et seq.).


                                    S-III-7
<PAGE>


                                  SCHEDULE IV

                                  CWMBS, Inc.

                      Mortgage Pass-Through Certificates

                                 Series 2005-4

             Representations and Warranties of the Master Servicer

     Countrywide Home Loans Servicing LP ("Countrywide Servicing") hereby
makes the representations and warranties set forth in this Schedule IV to the
Depositor, the Seller and the Trustee, as of the Closing Date. Capitalized
terms used but not otherwise defined in this Schedule IV shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement") relating to the above-referenced Series, among
Goldman Sachs Mortgage Company, as seller, Countrywide Home Loans Servicing
LP, as master servicer, CWMBS, Inc., as depositor, and The Bank of New York,
as trustee.

     (1) Countrywide Servicing is duly organized as a 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 the Pooling and Servicing Agreement to be conducted by
Countrywide Servicing 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 perform any of its obligations under the
Pooling and Servicing Agreement in accordance with the terms thereof.

     (2) Countrywide Servicing has the full partnership power and authority to
service each Mortgage Loan, and to execute, deliver and perform, and to enter
into and consummate the transactions contemplated by the Pooling and Servicing
Agreement and has duly authorized by all necessary partnership action on the
part of Countrywide Servicing the execution, delivery and performance of the
Pooling and Servicing Agreement; and the Pooling and Servicing Agreement,
assuming the due authorization, execution and delivery thereof by the other
parties thereto, constitutes a legal, valid and binding obligation of
Countrywide Servicing, enforceable against Countrywide Servicing in accordance
with its terms, 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.

     (3) The execution and delivery of the Pooling and Servicing Agreement by
Countrywide Servicing, the servicing of the Mortgage Loans by Countrywide
Servicing under the Pooling and Servicing Agreement, the consummation of any
other of the transactions contemplated by the Pooling and Servicing Agreement,
and the fulfillment of or compliance with the terms thereof are in the
ordinary course of business of Countrywide Servicing 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
Countrywide Servicing or (B) materially conflict with, result in a material
breach, violation or acceleration of, or result in a material default under,


                                    S-IV-1
<PAGE>


the terms of any other material agreement or instrument to which Countrywide
Servicing is a party or by which it may be bound, or (C) constitute a material
violation of any statute, order or regulation applicable to Countrywide
Servicing of any court, regulatory body, administrative agency or governmental
body having jurisdiction over Countrywide Servicing; and Countrywide Servicing
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 ability of Countrywide Servicing to perform or meet any of its obligations
under the Pooling and Servicing Agreement.

     (4) Countrywide Servicing is an approved servicer of conventional
mortgage loans for FNMA or FHLMC 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 Countrywide Servicing's
knowledge, threatened, against Countrywide Servicing that would materially and
adversely affect the execution, delivery or enforceability of the Pooling and
Servicing Agreement or the ability of Countrywide Servicing to service the
Mortgage Loans or to perform any of its other obligations under the Pooling
and Servicing Agreement in accordance with the terms 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 Countrywide Servicing of, or compliance by Countrywide
Servicing with, the Pooling and Servicing Agreement or the consummation of the
transactions contemplated thereby, or if any such consent, approval,
authorization or order is required, Countrywide Servicing has obtained the
same.

     (7) Countrywide Servicing 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 MERS Mortgage Loans for as long as such
Mortgage Loans are registered with MERS.


                                    S-IV-2
<PAGE>


                                  SCHEDULE V

                          Principal Balance Schedules


             *[Attached to Prospectus Supplement, if applicable.]



                                    S-V-1
<PAGE>


                                  SCHEDULE VI
                    Form of Monthly Master Servicer Report

<TABLE>
<CAPTION>

===============================================================================================================
                                         LOAN LEVEL REPORTING SYSTEM
---------------------------------------------------------------------------------------------------------------
                                             DATABASE STRUCTURE
---------------------------------------------------------------------------------------------------------------
                                                [MONTH, YEAR]
--------------------------- ----------------------- -------------------- -------------------- -----------------
       Field Number            Field Name              Field Type            Field Width            Dec
--------------------------- ----------------------- -------------------- -------------------- -----------------
<S>                         <C>                     <C>                           <C>                <C>
        1                   INVNUM                  Numeric                         4
--------------------------- ----------------------- -------------------- -------------------- -----------------
        2                   INVBLK                  Numeric                         4
--------------------------- ----------------------- -------------------- -------------------- -----------------
        3                   INACNU                  Character                       8
--------------------------- ----------------------- -------------------- -------------------- -----------------
        4                   BEGSCH                  Numeric                        15                2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        5                   SCHPRN                  Numeric                        13                2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        6                   TADPRN                  Numeric                        11                2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        7                   LIQEPB                  Numeric                        11                2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        8                   ACTCOD                  Numeric                        11
--------------------------- ----------------------- -------------------- -------------------- -----------------
        9                   ACTDAT                  Numeric                         4
--------------------------- ----------------------- -------------------- -------------------- -----------------
        10                  INTPMT                  Numeric                         8
--------------------------- ----------------------- -------------------- -------------------- -----------------
        11                  PRNPMT                  Numeric                        13                2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        12                  ENDSCH                  Numeric                        13                2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        13                  SCHNOT                  Numeric                        13                2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        14                  SCHPAS                  Numeric                         7                3
--------------------------- ----------------------- -------------------- -------------------- -----------------
        15                  PRINPT                  Numeric                         7                3
--------------------------- ----------------------- -------------------- -------------------- -----------------
        16                  PRIBAL                  Numeric                        11                2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        17                  LPIDTE                  Numeric                        13                2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        18                  DELPRN                  Numeric                         7
--------------------------- ----------------------- -------------------- -------------------- -----------------
        19                  PPDPRN                  Numeric                        11                2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        20                  DELPRN                  Numeric                        11                2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        21                  NXTCHG                  Numeric                         8
--------------------------- ----------------------- -------------------- -------------------- -----------------
        22                  ARMNOT                  Numeric                         7                3
--------------------------- ----------------------- -------------------- -------------------- -----------------
        23                  ARMPAS                  Numeric                         7                3
--------------------------- ----------------------- -------------------- -------------------- -----------------
        24                  ARMPMT                  Numeric                        11                2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        25                  ZZTYPE                  Character                       2
--------------------------- ----------------------- -------------------- -------------------- -----------------
        26                  ISSUID                  Character                       1
--------------------------- ----------------------- -------------------- -------------------- -----------------
        27                  KEYNAME                 Character                       8
--------------------------- ----------------------- -------------------- -------------------- -----------------
TOTAL                                                                             240
--------------------------- ----------------------- -------------------- -------------------- -----------------
    Suggested Format:       DBASE file
                            Modem transmission
=========================== ======================= ==================== ==================== =================

</TABLE>


<PAGE>


                                   EXHIBIT A

                         [FORM OF SENIOR CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

[UNTIL THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA QUALIFYING
UNDERWRITING, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN
MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A CERTIFICATE OF THIS
CLASS AND BY A BENEFICIAL OWNER'S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE
OF THIS CLASS. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, UNTIL
THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA QUALIFYING UNDERWRITING, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
EFFECT.]


                                     A-1
<PAGE>


Certificate No.                     :

Cut-off Date                        :

First Distribution Date             :

Initial Certificate Balance
of this Certificate
("Denomination")                    :        $

Initial Certificate Balance
of all Certificates of
this Class                          :        $


CUSIP                               :


Interest Rate                       :


Maturity Date                       :


                                  CWMBS, INC.
            Mortgage Pass-Through Certificates, Series 200____-____
                                   Class [ ]

     evidencing a percentage interest in the distributions allocable to
     the Certificates of the above-referenced Class with respect to a
     Trust Fund consisting primarily of a pool of conventional mortgage
     loans (the "Mortgage Loans") secured by first liens on one- to
     four-family residential properties

                           CWMBS, Inc., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

     This certifies that __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination
of this Certificate by the aggregate Initial Certificate Balance of all
Certificates of the Class to which this Certificate belongs) in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage


                                     A-2
<PAGE>


Loans deposited by CWMBS, Inc. (the "Depositor"). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement") among the Depositor, Goldman Sachs Mortgage
Company, as seller (the "Seller"), Countrywide Home Loans Servicing LP, as
master servicer (the "Master Servicer") and The Bank of New York, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     [Until this certificate has been the subject of an ERISA-Qualifying
Underwriting, no transfer of a Certificate of this Class shall be made unless
the Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or a plan subject to
Section 4975 of the Code, nor a person acting on behalf of or investing plan
assets of any such plan, which representation letter shall not be an expense
of the Trustee or the Master Servicer, or (ii) in the case of any such
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), or a trustee of any such plan or any other person
acting on behalf of any such plan, an Opinion of Counsel satisfactory to the
Trustee and the Master Servicer to the effect that the purchase or holding of
such Certificate will not result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, and will not subject the
Trustee or the Master Servicer to any obligation in addition to those
undertaken in the Agreement, which Opinion of Counsel shall not be an expense
of the Trustee or the Master Servicer. Such representation shall be deemed to
have been made to the Trustee by the Transferee's acceptance of a Certificate
of this Class and by a beneficial owner's acceptance of its interest in a
Certificate of this Class. Notwithstanding anything else to the contrary
herein, until such certificate has been the subject of an ERISA-Qualifying
Underwriting, any purported transfer of a Certificate of this Class to or on
behalf of an employee benefit plan subject to ERISA or to the Code without the
opinion of counsel satisfactory to the Trustee as described above shall be
void and of no effect.]

     Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.


                            *       *       *


                                     A-3
<PAGE>


     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  ____________, 20__

                                    THE BANK OF NEW YORK,
                                    as Trustee


                                    By ______________________


Countersigned:

By ___________________________
    Authorized Signatory of
    THE BANK OF NEW YORK,
    as Trustee


                                     A-4
<PAGE>


                                   EXHIBIT B


                      [FORM OF SUBORDINATED CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]

[NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS
THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR IF SUCH
CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PERSON INVESTING ON BEHALF OF OR
WITH PLAN ASSETS OF SUCH A PLAN, OR THAT SUCH TRANSFEREE IS AN INSURANCE
COMPANY WHICH IS PURCHASING CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE
COMPANY GENERAL ACCOUNTS" 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 SECTION I AND III OF PTCE
95-60 OR AN OPINION OF COUNSEL IN


                                     B-1
<PAGE>


ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER
OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO
ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE
TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]


                                     B-2
<PAGE>


Certificate No.   :

Cut-off Date                        :

First Distribution Date             :

Initial Certificate Balance
of this Certificate
("Denomination")                    :        $

Initial Certificate Balance
of all Certificates of
this Class                          :        $


CUSIP                               :


Interest Rate                       :


Maturity Date                       :


                                  CWMBS, INC.
            Mortgage Pass-Through Certificates, Series 200____-____
                                   Class [ ]

     evidencing a percentage interest in the distributions allocable to
     the Certificates of the above-referenced Class with respect to a
     Trust Fund consisting primarily of a pool of conventional mortgage
     loans (the "Mortgage Loans") secured by first liens on one- to
     four-family residential properties

                           CWMBS, Inc., as Depositor


     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

     This certifies that ________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination
of this Certificate by the aggregate Initial Certificate Balance of all
Certificates of the Class to which this Certificate


                                     B-3
<PAGE>


belongs) in certain monthly distributions with respect to a Trust Fund
consisting primarily of the Mortgage Loans deposited by CWMBS, Inc. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, Goldman Sachs Mortgage Company, as seller (the "Seller"),
Countrywide Home Loans Servicing LP, as master servicer (the "Master
Servicer") and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

     [No transfer of a Certificate of this Class 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 said Act and such laws. In the event that a
transfer is to be made in reliance upon an exemption from the Securities Act
and such laws, in order to assure compliance with the Securities Act and such
laws, the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trustee
in writing the facts surrounding the transfer. In the event that such a
transfer is to be made within three years from the date of the initial
issuance of Certificates pursuant hereto, there shall also be delivered
(except in the case of a transfer pursuant to Rule 144A of the Securities Act)
to the Trustee an Opinion of Counsel that such transfer may be made pursuant
to an exemption from the Securities Act and such state securities laws, which
Opinion of Counsel shall not be obtained at the expense of the Trustee, the
Seller, the Master Servicer or the Depositor. The Holder hereof desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee
and the Depositor 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 a Certificate of this Class shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or a plan subject to
Section 4975 of the Code, nor a person acting on behalf of or investing plan
assets of any such plan, which representation letter shall not be an expense
of the Trustee or the Master Servicer, (ii) if such certificate has been the
subject of an ERISA Qualifying Underwriting and the purchaser is an insurance
company, a representation that the purchaser is 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 that the purchase and
holding of such Certificates are covered under Sections I and III of PTCE
95-60, or (iii) in the case of any such Certificate presented for registration
in the name of an employee benefit plan subject to ERISA or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), or a trustee
of any such plan or any other person acting on behalf of any such plan, an
Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the
effect that the purchase or holding of such Certificate will


                                     B-4
<PAGE>


not result in a prohibited transaction under Section 406 of ERISA or Section
4975 of the Code, will not result in the assets of the Trust Fund being deemed
to be "plan assets" and subject to the prohibited transaction provisions of
ERISA and the Code and will not subject the Trustee to any obligation in
addition to those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of the Trustee or the Master Servicer. Notwithstanding
anything else to the contrary herein, any purported transfer of a Certificate
of this Class to or on behalf of an employee benefit plan subject to ERISA or
to the Code without the opinion of counsel satisfactory to the Trustee as
described above shall be void and of no effect.]

     Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.



                            *       *       *


                                     B-5
<PAGE>


     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  ____________, 20__

                                    THE BANK OF NEW YORK,
                                    as Trustee


                                    By ______________________


Countersigned:

By _________________________
    Authorized Signatory of
    THE BANK OF NEW YORK,
    as Trustee


                                     B-6
<PAGE>


                                   EXHIBIT C

                        [FORM OF RESIDUAL CERTIFICATE]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN, OR THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY WHICH
IS PURCHASING CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY
GENERAL ACCOUNTS" 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 SECTION I AND III OF PTCE 95-60 OR AN
OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED
TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN
SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO
THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.

[THIS CERTIFICATE REPRESENTS THE "TAX MATTERS PERSON RESIDUAL INTEREST" ISSUED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW AND MAY NOT BE
TRANSFERRED TO ANY PERSON EXCEPT IN CONNECTION WITH THE ASSUMPTION BY THE
TRANSFEREE OF THE DUTIES OF THE SERVICER UNDER SUCH AGREEMENT.]


                                     C-1
<PAGE>


Certificate No.                     :

Cut-off Date                        :

First Distribution Date             :

Initial Certificate Balance
of this Certificate
("Denomination")                    :        $

Initial Certificate Balance
of all Certificates of
this Class                          :        $


CUSIP                               :


Interest Rate                       :


Maturity Date                       :


                                  CWMBS, INC.
            Mortgage Pass-Through Certificates, Series 200____-____
                                   Class A-R

     evidencing the distributions allocable to the Class A-R Certificates
     with respect to a Trust Fund consisting primarily of a pool of
     conventional mortgage loans (the "Mortgage Loans") secured by first
     liens on one- to four-family residential properties

                           CWMBS, Inc., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

     This certifies that _______ is the registered owner of the Percentage
Interest (obtained by dividing the Denomination of this Certificate by the
aggregate Initial Certificate Balance of all Certificates of the Class to
which this Certificate belongs) in certain monthly distributions with respect
to a Trust Fund consisting of the Mortgage Loans deposited by CWMBS, Inc. (the


                                     C-2
<PAGE>


"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, Goldman Sachs Mortgage Company, as seller (the "Seller"),
Countrywide Home Loans Servicing LP, as master servicer (the "Master
Servicer") and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

     Any distribution of the proceeds of any remaining assets of the Trust
Fund will be made only upon presentment and surrender of this Class A-R
Certificate at the Corporate Trust Office or the office or agency maintained
by the Trustee in New York, New York.

     No transfer of a Class A-R Certificate shall be made unless the Trustee
shall have received either (i) a representation letter from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code,
nor a person acting on behalf of or investing plan assets of any such plan,
which representation letter shall not be an expense of the Trustee or the
Master Servicer, (ii) or that such Transferee is 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 that the purchase and
holding of such Certificates are covered under Sections I and III of PTCE
95-60 or (iii) an Opinion of Counsel satisfactory to the Trustee and the
Master Servicer to the effect that the purchase or holding of such Class A-R
Certificate will not result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code and will not subject the
Trustee or the Master Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee or the Master Servicer. Notwithstanding anything else to the
contrary herein, any purported transfer of a Class A-R Certificate to or on
behalf of an employee benefit plan subject to ERISA or to the Code without the
opinion of counsel satisfactory to the Trustee as described above shall be
void and of no effect.

     Each Holder of this Class A-R Certificate will be deemed to have agreed
to be bound by the restrictions of the Agreement, including but not limited to
the restrictions that (i) each person holding or acquiring any Ownership
Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no
Ownership Interest in this Class A-R Certificate may be transferred without
delivery to the Trustee of (a) a transfer affidavit of the proposed transferee
and (b) a transfer certificate of the transferor, each of such documents to be
in the form described in the Agreement, (iii) each person holding or acquiring
any Ownership Interest in this Class A-R Certificate must agree to require a
transfer affidavit and to deliver a transfer certificate to the Trustee as
required pursuant to the Agreement, (iv) each person holding or acquiring an
Ownership Interest in this Class A-R Certificate must agree not to transfer an
Ownership Interest in this Class A-R Certificate if it has actual knowledge
that the proposed transferee is not a


                                     C-3
<PAGE>


Permitted Transferee and (v) any attempted or purported transfer of any
Ownership Interest in this Class A-R Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee.

     Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.


                             *      *      *


                                     C-4
<PAGE>


     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  ____________, 20__

                                    THE BANK OF NEW YORK,
                                    as Trustee


                                    By ______________________

Countersigned:

By ___________________________
     Authorized Signatory of
     THE BANK OF NEW YORK,
     as Trustee


                                     C-5
<PAGE>


                                   EXHIBIT D

                     [FORM OF NOTIONAL AMOUNT CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTION IN RESPECT OF PRINCIPAL.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

[UNTIL THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA QUALIFYING
UNDERWRITING, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN
MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A CERTIFICATE OF THIS
CLASS AND BY A BENEFICIAL OWNER'S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE
OF THIS CLASS. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, UNTIL
THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA QUALIFYING UNDERWRITING, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
EFFECT.]


                                     D-1
<PAGE>


Certificate No.                     :

Cut-off Date                        :

First Distribution Date             :

Initial Notional Amount
of this Certificate
("Denomination")                    :        $

Initial Notional Amount
of all Certificates
of this Class                       :        $

CUSIP                               :


Interest Rate                       :        Interest Only


Maturity Date                       :


                                  CWMBS, INC.
            Mortgage Pass-Through Certificates, Series 200____-____
                                   Class [ ]

     evidencing a percentage interest in the distributions allocable to
     the Certificates of the above-referenced Class with respect to a
     Trust Fund consisting primarily of a pool of conventional mortgage
     loans (the "Mortgage Loans") secured by first liens on one- to
     four-family residential properties

                           CWMBS, Inc., as Depositor


     The Notional Amount of this certificate at any time, may be less than the
Notional Amount as set forth herein. This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the Depositor, the
Seller, the Master Servicer or the Trustee referred to below or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.

     This certifies that ____________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate Initial Notional Amount of
all Certificates of the Class to which this Certificate belongs) in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by CWMBS, Inc. (the "Depositor"). The Trust Fund was
created


                                     D-2
<PAGE>


pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement") among the Depositor, Goldman Sachs Mortgage
Company, as seller (the "Seller"), Countrywide Home Loans Servicing LP, as
master servicer (the "Master Servicer") and The Bank of New York, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     [Until this certificate has been the subject of an ERISA-Qualifying
Underwriting, no transfer of a Certificate of this Class shall be made unless
the Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or a plan subject to
Section 4975 of the Code, nor a person acting on behalf of or investing plan
assets of any such plan, which representation letter shall not be an expense
of the Trustee or the Master Servicer, or (ii) in the case of any such
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), or a trustee of any such plan or any other person
acting on behalf of any such plan, an Opinion of Counsel satisfactory to the
Trustee and the Master Servicer to the effect that the purchase or holding of
such Certificate will not result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, and will not subject the
Trustee or the Master Servicer to any obligation in addition to those
undertaken in the Agreement, which Opinion of Counsel shall not be an expense
of the Trustee or the Master Servicer. Such representation shall be deemed to
have been made to the Trustee by the Transferee's acceptance of a Certificate
of this Class and by a beneficial owner's acceptance of its interest in a
Certificate of this Class. Notwithstanding anything else to the contrary
herein, until such certificate has been the subject of an ERISA-Qualifying
Underwriting, any purported transfer of a Certificate of this Class to or on
behalf of an employee benefit plan subject to ERISA or to the Code without the
opinion of counsel satisfactory to the Trustee as described above shall be
void and of no effect.]

     Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.

                             *        *        *


                                     D-3
<PAGE>


     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  ____________, 20__

                                    THE BANK OF NEW YORK,
                                    as Trustee


                                    By ____________________________


Countersigned:

By ___________________________
     Authorized Signatory of
     THE BANK OF NEW YORK,
     as Trustee


                                     D-4
<PAGE>


                                   EXHIBIT E

                       [FORM OF REVERSE OF CERTIFICATES]

                                  CWMBS, INC.
                      Mortgage Pass-Through Certificates

     This Certificate is one of a duly authorized issue of Certificates
designated as CWMBS, Inc. Mortgage Pass-Through Certificates, of the Series
specified on the face hereof (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust Fund created by
the Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified on the face hereof, to the Person in whose name
this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date applicable to
each Distribution Date is the last Business Day of the month next preceding
the month of such Distribution Date.

     Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days
prior to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the Corporate Trust Office or
such other location specified in the notice to Certificateholders of such
final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Master Servicer and the


                                     E-1
<PAGE>


Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office or the office or agency maintained by
the Trustee in New York, New York, accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the holder hereof or such holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust Fund will be issued to the designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Master Servicer, the Seller and the Trustee and any
agent of the Depositor or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, nor any such agent shall be affected by any notice
to the contrary.

     On any Distribution Date on which the Pool Stated Principal Balance is
less than or equal to 10% of the Cut-off Date Pool Principal Balance, the
Master Servicer will have the option, subject to the limitations set forth in
the Agreement, to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property in respect
thereof and the distribution to Certificateholders of all amounts required to
be distributed pursuant to the Agreement. In no event, however, will the trust
created by the Agreement continue beyond the


                                     E-2
<PAGE>


expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the
Agreement.

     Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


                                     E-3
<PAGE>



                                  ASSIGNMENT


FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto _________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to
assignee on the Certificate Register of the Trust Fund.

     I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

          ____________________________________________________________________


Dated:

                                         _____________________________________
                                         Signature by or on behalf of assignor



                           DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to, _____________________________________________
_____________________________________________________________________________
____________________________________________________________________________,
for the account of _________________________________________________________,
account number ____________________, or, if mailed by check, to ____________.
Applicable statements should be mailed to __________________________________,
____________________________________________________________________________
____________________________________________________________________________.

     This information is provided by _______________________________________,
the assignee named above, or _______________________________________________,
as its agent.


                                     E-4
<PAGE>



STATE OF           )
                   )  ss.:
COUNTY OF          )


     On the _____day of ___________________, 20__ before me, a notary public
in and for said State, personally appeared _________________________________,
known to me who, being by me duly sworn, did depose and say that he executed
the foregoing instrument.


                                         ______________________________
                                                  Notary Public



                                [Notarial Seal]


                                     E-5
<PAGE>


                                   EXHIBIT F

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE


                                    [date]


[Depositor]

[Seller]

[Master Servicer]



     Re:  Pooling and Servicing Agreement among CWMBS, Inc., as Depositor,
          Goldman Sachs Mortgage Company, as Seller, Countrywide Home Loans
          Servicing LP, as Master Servicer, and The Bank of New York, as
          Trustee, CHL Mortgage Pass-Through Trust 2005-4, Mortgage
          Pass-Through Certificates, Series 2005-4
          -----------------------------------------------------------------

Gentlemen:

     In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), 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 on
the attached schedule) it has received:

     (i) (a) the original Mortgage Note endorsed in the following form: "Pay
to the order of __________, without recourse" or (b) with respect to any Lost
Mortgage Note, a lost note affidavit from Countrywide stating that the
original Mortgage Note was lost or destroyed; and

     (ii) a duly executed assignment of the Mortgage (which may be included in
a blanket assignment or assignments).

     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 collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.


                                     F-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:


                                     F-2
<PAGE>



                                   EXHIBIT G

                                  [RESERVED]



                                      G-1
<PAGE>


                                   EXHIBIT H


                    FORM OF FINAL CERTIFICATION OF TRUSTEE


                                    [date]


[Depositor]

[Seller]

[Master Servicer]




     Re:  Pooling and Servicing Agreement among CWMBS, Inc., as Depositor,
          Goldman Sachs Mortgage Company, as Seller, Countrywide Home Loans
          Servicing LP, as Master Servicer, and The Bank of New York, as
          Trustee, CHL Mortgage Pass-Through Trust 2005-4, Mortgage
          Pass-Through Certificates, Series 2005-4
          ----------------------------------------

Gentlemen:

     In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), 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 on
the attached Document Exception Report) it has received:

     (i)  the original Mortgage Note, endorsed by Countrywide or the
          originator of such Mortgage Loan, without recourse 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 Countrywide, or, if the original
          Mortgage Note has been lost or destroyed and not replaced, an
          original lost note affidavit from Countrywide, 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 Mortgage
          Loan that is a MERS Mortgage Loan, the original Mortgage, noting
          thereon 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];



                                      H-1
<PAGE>



     (iii)in the case of each Mortgage Loan that is not a MERS Mortgage Loan,
          a duly executed assignment of the Mortgage to "The Bank of New York,
          as trustee under the Pooling and Servicing Agreement dated as of
          January 1, 2005, without recourse", or, in the case of each 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 Mortgage Loan
          that is a 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 Mortgage Loan that is not a MERS
Mortgage Loan Countrywide 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 Countrywide, the
applicable title company, escrow agent or attorney, or the originator of such
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
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v),
(vi), (viii), (xi) and (xiv) of the definition of the "Mortgage Loan Schedule"
in Article I 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
above-referenced 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][Loan Number



                                      H-2
<PAGE>



and Borrower Identification Mortgage Loan Schedule] or (ii) the
collectibility, insurability, effectiveness or suitability of any such
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:



                                      H-3
<PAGE>




                                   EXHIBIT I

                              TRANSFER AFFIDAVIT

                                  CWMBS, Inc.
                      Mortgage Pass-Through Certificates
                                 Series 200_-_

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, (the "Agreement"), relating
to the above-referenced Series, by and among CWMBS, Inc., as depositor (the
"Depositor"), Goldman Sachs Mortgage Company, as 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, as of the date hereof, and will be, as of the date
of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate for its own account or as the nominee,
trustee or agent of another Person, in which case the Transferee has attached
hereto an affidavit from such Person in substantially the same form as this
affidavit. The Transferee has no knowledge that any such affidavit is false.

     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



                                      I-1
<PAGE>



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.)

     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 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
Certificate.

     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 Certificate may be a "noneconomic
residual interest" 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.

     11. The Transferee anticipates that it will, so long as it holders the
Class A-R Certificates, have sufficient assets to pay any taxes owed by the
holder of such Class A-R Certificates, and hereby represents to and for the
benefit of the person from whom it acquired the Class A-R Certificates that
the Transferee intends to pay taxes associated with holding such Class A-R
Certificates as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class A-R
Certificates. 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



                                      I-2
<PAGE>



the Transferee to pay such taxes. The Transferee is not an employee benefit
plan that is subject to ERISA or a plan that is subject to Section 4975 of the
Code, and the Transferee is not acting on behalf of such a plan.

     12. Either (i) the Transferee is not an employee benefit plan subject to
Section 406 of ERISA or Section 4975 of the Code, nor a person acting on
behalf of any such plan or using the assets of such plan to effect such
acquisition, or, (ii) the source of funds for the purchase of such Class A-R
Certificate is an "insurance company general account" within the meaning of
Prohibited Transaction Class Exemption 95-60 (PTCE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), and the terms and conditions of Sections I and III of PTCE
95-60 are applicable to the acquisition and holding of such Class A-R
Certificate.

                                     * * *



                                      I-3
<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__.


                              ----------------------------------
                              PRINT 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-4
<PAGE>




                                                                     EXHIBIT 1
                                                                  to EXHIBIT I


                              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 Code Section
521) which is exempt from tax imposed by Chapter 1 of the Code (including the
tax imposed by Code Section 511 on unrelated business taxable income) on any
excess inclusions (as defined in Code Section 860E(c)(1)) with respect to any
Class A-R Certificate, (iv) rural electric and telephone cooperatives
described in Code Section 1381(a)(2)(c), (v) a Person that is not a citizen or
resident of the United States, a corporation, partnership, or other entity
created or organized in or under the laws of the United States or any
political subdivision thereof, 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 the authority to control all
substantial decisions of the trust, (v) an "electing large partnership" within
the meaning of Section 775 of the Code, 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
the Trust Fund to fail to qualify as a REMIC at any time that certain
Certificates are Outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in Code Section
7701 or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof if all of its activities are subject to tax, and, with the exception
of the FHLMC, a majority of its board of directors is not selected by such
governmental unit.

     "Person": Any individual, corporation, 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-5
<PAGE>



                                                                     EXHIBIT 2
                                                                  to EXHIBIT I


                       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) 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, in
     addition to the certificates required to be delivered to the Trustee
     under subparagraph (b) above, 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, Transferor
     Certificate and either the Rule 144A Letter or the Investment Letter. 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



                                      I-6
<PAGE>



     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.

          (v) The Depositor 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.



                                      I-7
<PAGE>





                                  EXHIBIT J-1


                        FORM OF TRANSFEROR CERTIFICATE
                                  (RESIDUAL)


                                                         ---------------------
                                                         Date


CWMBS, Inc.
4500 Park Granada
Calabasas, California  91302
Attention:  David A. Spector

The Bank of New York
101 Barclay Street - 8W
New York, New York 10286

Attention:  Mortgage-Backed Securities Group
            Series 200_-_
            Re:CWMBS, Inc. Mortgage Pass-Through Certificates,
            Series 200_-_, Class
            ------------------------------------

Ladies and Gentlemen:

          In connection with our disposition of the above Certificates we
certify that to the extent we are disposing of a Class A-R Certificate, we
have no knowledge the Transferee is not a Permitted Transferee.

                               Very truly yours,


                               ---------------------------------
                               Print Name of Transferor


                               By:------------------------------
                                      Authorized Officer



                                      J-1-1
<PAGE>





                                  EXHIBIT J-2


                        FORM OF TRANSFEROR CERTIFICATE
                                   (PRIVATE)


                                                         ---------------------
                                                         Date


CWMBS, Inc.
4500 Park Granada
Calabasas, California  91302
Attention:  David A. Spector

The Bank of New York
101 Barclay Street - 8W
New York, New York 10286

Attention:  Mortgage-Backed Securities Group
            Series 200_-_
            Re:CWMBS, Inc. Mortgage Pass-Through Certificates,
            Series 200_-_, Class
            ------------------------------------

Ladies and Gentlemen:

          In connection with our disposition of the above 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.

                               Very truly yours,



                               --------------------------------
                               Print Name of Transferor


                                By:----------------------------
                                        Authorized Officer



                                      J-2-1
<PAGE>




                                   EXHIBIT K

                   FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                               ---------------------------
                                               Date


CWMBS, Inc.
4500 Park Granada
Calabasas, California  91302
Attention:  David A. Spector

The Bank of New York
101 Barclay Street - 8W
New York, New York 10286

Attention: Mortgage-Backed Securities Group
           Series 200_-_


         Re:  CWMBS, Inc. Mortgage Pass-Through Certificates,
              Series 200_-_, Class
              -----------------------------------------

Ladies and Gentlemen:

          In connection with our acquisition of the above 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, nor are we 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 and we are an insurance
company, 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



                                      K-1
<PAGE>



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 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.

                               Very truly yours,

                               -----------------------------------
                               Print Name of Transferee


                               By:--------------------------------
                               Authorized Officer




                                      K-2
<PAGE>



                                   EXHIBIT L

                           FORM OF RULE 144A LETTER



                                                 ------------------
                                                 Date


CWMBS, Inc.
4500 Park Granada
Calabasas, California  91302
Attention:  David A. Spector

The Bank of New York
101 Barclay Street - 8W
New York, New York 10286

Attention:   Mortgage-Backed Securities Group
             Series 200_-_


         Re:  CWMBS, Inc. Mortgage Pass-Through Certificates,
              Series 200_-_, Class
              -----------------------------------------------

Ladies and Gentlemen:

          In connection with our acquisition of the above 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, nor are we 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 and we are an insurance
company, 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



                                      L-1
<PAGE>




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, 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.



                                Very truly yours,

                                ----------------------------------
                                Print 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:

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

          2. 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 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.



                                      L-3
<PAGE>



                  ___      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 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.

          3. 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.

          4. 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



                                      L-4
<PAGE>



another enterprise and the Buyer is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.

          5. 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.

          6. 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.

          2. 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).

          3. 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).



                                      L-6
<PAGE>



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

          5. The Buyer is familiar with Rule 144A and understands 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.

          6. 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

                              REQUEST FOR RELEASE
                                 (for Trustee)

CWMBS, Inc.
Mortgage Pass-Through Certificates
Series 200_-_

Loan Information

     Name of Mortgagor:          ____________________________________________

     Servicer Loan No.:          ____________________________________________

Trustee

         Name:                   ____________________________________________

         Address:                ____________________________________________

                                 ____________________________________________

                                 ____________________________________________

         Trustee
         Mortgage File No.:
                             ________________________________________________

          The undersigned Master Servicer hereby acknowledges that it has
received from The Bank of New York, as Trustee for the Holders of Mortgage
Pass-Through Certificates, of the above-referenced Series, the documents
referred to below (the "Documents"). All capitalized terms not otherwise
defined in this Request for Release shall have the meanings given them in the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
relating to the above-referenced Series among the Trustee, Goldman Sachs
Mortgage Company, as Seller, Countrywide Home Loans Servicing LP, as Master
Servicer and CWMBS, Inc., as Depositor.

(   ) Mortgage Note dated _______________, 20__, 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 _______________________________.



                                      M-1
<PAGE>



(   )  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.

      (   )__________________________________________________________________

      (   )__________________________________________________________________

      (   )___________________________________________________________________

      (   )__________________________________________________________________

      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 Trustee, solely for the
     purposes provided in the 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 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
     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 Trustee, 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.



                                      M-2
<PAGE>






                                 COUNTRYWIDE HOME LOANS
                                 SERVICING LP



                                 By -------------------------------------

                                 Its-------------------------------------

Date:_________________, 20__



                                      M-3
<PAGE>




                                   EXHIBIT N

                       REQUEST FOR RELEASE OF DOCUMENTS

To: The Bank of New York                                Attn:  Mortgage Custody
                                                        Services

     Re:  The Pooling & Servicing Agreement dated January 1, 2005, among
          Goldman Sachs Mortgage Company, as Seller, Countrywide Home Loans
          Servicing LP, as Master Servicer, CWMBS, Inc. and The Bank of New
          York, as Trustee
          ---------------------------------------------------------------------

Ladies and Gentlemen:

     In connection with the administration of the Mortgage Loans held by you
as Trustee for CWMBS, Inc., we request the release of the Mortgage Loan File
for the Mortgage Loan(s) described below, for the reason indicated.

FT Account #:                                     Pool #:

Mortgagor's Name, Address and Zip Code:

Mortgage Loan Number:

Reason for Requesting Documents (check one)

          1.   Mortgage Loan paid in full (Countrywide Home Loans, Inc. hereby
               certifies that all amounts have been received).

          2.   Mortgage Loan Liquidated (Countrywide Home Loans, Inc. hereby
               certifies that all proceeds of foreclosure, insurance, or other
               liquidation have been finally received).

          3.   Mortgage Loan in Foreclosure.

          4.   Other (explain):

     If item 1 or 2 above is checked, and if all or part of the Mortgage File
was previously released to us, please release to us our previous receipt on
file with you, as well as any additional documents in your possession relating
to the above-specified Mortgage Loan. If item 3 or 4 is checked, upon return
of all of the above documents to you as Trustee, please acknowledge your
receipt by signing in the space indicated below, and returning this form.



                                      N-1
<PAGE>




COUNTRYWIDE HOME LOANS, INC.
4500 Park Granada
Calabasas, California  91302


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


TRUSTEE CONSENT TO RELEASE AND
ACKNOWLEDGEMENT OF RECEIPT


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



                                      N-2
<PAGE>




                                   EXHIBIT O
                 [FORM OF FINANCIAL GUARANTY INSURANCE POLICY]

                                  [RESERVED]



                                      O-1
<PAGE>




                                   EXHIBIT P

                                  [RESERVED]



                                      P-1
<PAGE>






                                   EXHIBIT Q
       FORM OF STANDARD & POOR'S LEVELS(R) VERSION 5.6 GLOSSARY REVISED,
                                  APPENDIX E

        APPENDIX E: STANDARD & POOR'S PREDATORY LENDING CATEGORIZATION


Standard & Poor's has categorized loans governed by anti-predatory lending
laws in the jurisdictions listed below into three categories based upon a
combination of factors that include (a) the risk exposure associated with the
assignee liability and (b) the tests and thresholds set forth in those laws.
Note that certain loans classified by the relevant statute as Covered are
included in Standard & Poor's High Cost Loan category because they included
thresholds and tests that are typical of what is generally considered High
Cost by the industry.


<TABLE>
<CAPTION>

         ---------------------------------------------------------------------------------------------
                               Standard & Poor's High-Cost Loan Categorization
         ---------------------------------------------------------------------------------------------
         <S>                                      <C>


         State/jurisdiction                       Name of Anti-Predatory Lending Law/Effective Date
         ---------------------------------------- ----------------------------------------------------
         Arkansas                                 Arkansas Home Loan Protection Act, Ark. Code Ann.
                                                  ss.ss. 23-53-101 et seq. Effective July 16, 2003
         ---------------------------------------- ----------------------------------------------------
         Cleveland Heights, Ohio                  Ordinance No. 72-2003 (PSH), Mun. Code ss.ss. 757.01
                                                  et seq. Effective June 2, 2003
         ---------------------------------------- ----------------------------------------------------
                                                  Consumer Equity Protection, Colo. Stat. Ann. ss.ss.
                                                  5-3.5-101 et seq. Effective for covered loans
         Colorado                                 offered or entered into on or after Jan. 1, 2003.
                                                  Other provisions of the Act took effect on June 7,
                                                  2002
         ---------------------------------------- ----------------------------------------------------
                                                  Connecticut Abusive Home Loan Lending Practices
         Connecticut                              Act, Conn. Gen. Stat. ss.ss. 36a-746 et seq. Effective
                                                  Oct. 1, 2001
         ---------------------------------------- ----------------------------------------------------
                                                  Home Loan Protection Act, D.C. Code ss.ss. 26-1151.01
         District of Columbia                     et seq. Effective for loans closed on or after
                                                  Jan. 28, 2003
         ---------------------------------------- ----------------------------------------------------
         Florida                                  Fair Lending Act, Fla. Stat. Ann. ss.ss. 494.0078 et
                                                  seq. Effective Oct. 2, 2002
         ---------------------------------------- ----------------------------------------------------
         Georgia (Oct. 1, 2002 -                  Georgia Fair Lending Act, Ga. Code Ann. ss.ss. 7-6A-1
         March 6, 2003)                           et seq. Effective Oct. 1, 2002-March 6, 2003
         ---------------------------------------- ----------------------------------------------------
         Georgia as amended                       Georgia Fair Lending Act, Ga. Code Ann. ss.ss. 7-6A-1
         (March 7, 2003 -                         et seq. Effective for loans closed on or after
         current) March 7, 2003
         ---------------------------------------- ----------------------------------------------------
                                                  Home Ownership and Equity Protection Act of 1994,
         HOEPA Section 32                         15 U.S.C. ss. 1639, 12 C.F.R. ss.ss. 226.32 and 226.34.
                                                  Effective Oct. 1, 1995, amendments Oct. 1, 2002
         ---------------------------------------- ----------------------------------------------------
                                                  High Risk Home Loan Act, Ill. Comp. Stat. tit.
                                                  815, ss.ss. 137/5 et seq. Effective Jan. 1, 2004
         Illinois                                 (prior to this date, regulations under
                                                  Residential Mortgage License Act effective from May 14,
                                                  2001)
         ---------------------------------------- ----------------------------------------------------
                                                  Consumer Credit Code, Kan. Stat. Ann. ss.ss. 16a-1-101
                                                  et seq. Sections 16a-1-301 and 16a-3-207 became
         Kansas                                   effective April 14, 1999; Section 16a-3-308a
                                                  became effective July



                                        Q-1
<PAGE>


 ---------------------------------------------------------------------------------------------
                       Standard & Poor's High-Cost Loan Categorization
 ---------------------------------------------------------------------------------------------


         State/jurisdiction                       Name of Anti-Predatory Lending Law/Effective Date

                                                  1, 1999
         ---------------------------------------- ----------------------------------------------------
                                                  2003 KY H.B. 287 - High Cost Home Loan Act, Ky.
         Kentucky                                 Rev. Stat. ss.ss. 360.100 et seq. Effective June 24,
                                                  2003
         ---------------------------------------- ----------------------------------------------------
                                                  Truth in Lending, Me. Rev. Stat. tit. 9-A, ss.ss.
         Maine                                    8-101 et seq. Effective Sept. 29, 1995, and as
                                                  amended from time to time
         ---------------------------------------- ----------------------------------------------------
                                                  Part 40 and Part 32, 209 C.M.R. ss.ss. 32.00 et seq.
         Massachusetts                            and 209 C.M.R. ss.ss. 40.01 et seq. Effective March
                                                  22, 2001, and amended from time to time
         ---------------------------------------- ----------------------------------------------------
         Nevada                                   Assembly Bill No. 284, Nev. Rev. Stat. ss.ss. 598D.010
                                                  et seq. Effective Oct. 1, 2003
         ---------------------------------------- ----------------------------------------------------
                                                  New Jersey Home Ownership Security Act of 2002,
         New Jersey                               N.J. Rev. Stat. ss.ss. 46:10B-22 et seq. Effective for
                                                  loans closed on or after Nov. 27, 2003
         ---------------------------------------- ----------------------------------------------------
                                                  Home Loan Protection Act, N.M. Rev. Stat. ss.ss.
         New Mexico                               58-21A-1 et seq. Effective as of Jan. 1, 2004;
                                                  Revised as of Feb. 26, 2004
         ---------------------------------------- ----------------------------------------------------
         New York                                 N.Y. Banking Law Article 6-l. Effective for
                                                  applications made on or after April 1, 2003
         ---------------------------------------- ----------------------------------------------------
                                                  Restrictions and Limitations on High Cost Home
                                                  Loans, N.C. Gen. Stat. ss.ss. 24-1.1E et seq.
         North Carolina                           Effective July 1, 2000; amended October 1, 2003
                                                  (adding open-end lines of credit)
         ---------------------------------------- ----------------------------------------------------
                                                  H.B. 386 (codified in
                                                  various sections of the Ohio
         Ohio                                     Code), Ohio Rev. Code Ann. ss.ss. 1349.25 et seq.
                                                  Effective May 24, 2002
         ---------------------------------------- ----------------------------------------------------
                                                  Consumer Credit Code (codified in various sections
         Oklahoma                                 of Title 14A). Effective July 1, 2000; amended
                                                  effective Jan. 1, 2004
         ---------------------------------------- ----------------------------------------------------
                                                  South Carolina High Cost and Consumer Home Loans
         South Carolina                           Act, S.C. Code Ann. ss.ss. 37-23-10 et seq. Effective
                                                  for loans taken on or after Jan. 1, 2004
         ---------------------------------------- ----------------------------------------------------
         West Virginia                            West Virginia Residential Mortgage Lender, Broker
                                                  and Servicer Act, W. Va. Code Ann. ss.ss. 31-17-1 et
                                                  seq. Effective June 5, 2002

         -------------------------------------------------------------------------------------
</TABLE>




<TABLE>
<CAPTION>

         ---------------------------------------------------------------------------------------------
                                Standard & Poor's Covered Loan Categorization
         ---------------------------------------------------------------------------------------------
         ---------------------------------------- ----------------------------------------------------
         State/jurisdiction                       Name of Anti-Predatory Lending Law/Effective Date
         ---------------------------------------- ----------------------------------------------------

         <S>                                      <C>

         Georgia (Oct. 1, 2002 -                  Georgia Fair Lending Act, Ga. Code Ann. ss.ss. 7-6A-1
         March 6, 2003)                           et seq. Effective Oct. 1, 2002-March 6, 2003
         ---------------------------------------- ----------------------------------------------------
         New Jersey                               New Jersey Home Ownership Security Act of 2002,
                                                  N.J. Rev. Stat. ss.ss. 46:10B-22 et seq. Effective
                                                  Nov. 27, 2003-July 5, 2004
         ---------------------------------------------------------------------------------------------

</TABLE>


                                                Q-2
<PAGE>

<TABLE>
<CAPTION>

         ---------------------------------------------------------------------------------------------
                                  Standard & Poor's Home Loan Categorization
         ---------------------------------------------------------------------------------------------



            State/jurisdiction         Name of Anti-Predatory Lending                   Category under
                                       Law/Effective Date                               applicable anti-
                                                                                        predatory
                                                                                        lending law
           -------------------------- --------------------------------------------- ---------------------


           <S>                        <C>
           Georgia (Oct. 1, 2002-     Georgia Fair Lending Act, Ga. Code Ann. ss.ss.    Home Loan
           March 6, 2003)             7-6A-1 et seq. Effective Oct. 1, 2002-March
                                      6, 2003
           -------------------------- --------------------------------------------- ---------------------
                                      New Jersey Home Ownership Security Act of         Home Loan
                                      2002, N.J. Rev. Stat. ss.ss. 46:10B-22 et seq.
           New Jersey                 Effective for loans closed on or after Nov.
                                      27, 2003
           -------------------------- --------------------------------------------- ---------------------
                                      Home Loan Protection Act, N.M. Rev. Stat.         Home Loan
           New Mexico                 ss.ss. 58-21A-1 et seq. Effective as of Jan. 1,
                                      2004; revised as of Feb. 26, 2004
           -------------------------- --------------------------------------------- ---------------------
                                      Restrictions and Limitations on High Cost         Consumer Home Loan
                                      Home Loans, N.C. Gen. Stat. ss.ss. 24-1.1E et
           North Carolina             seq. Effective July 1, 2000; amended Oct.
                                      1, 2003 (adding open-end lines of credit)
           -------------------------- --------------------------------------------- ---------------------
           South Carolina             South Carolina High Cost and Consumer Home        Consumer Home Loan
                                      Loans Act, S.C. Code Ann. ss.ss. 37-23-10 et
                                      seq. Effective for loans taken on or after
                                      Jan. 1, 2004
           -------------------------- --------------------------------------------- ---------------------



</TABLE>


                                                Q-3