EXHIBIT 4.1
                                  -----------

                                                             EXECUTION VERSION


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

                                 CWMBS, INC.,
                                   Depositor
                         COUNTRYWIDE HOME LOANS, INC.,
                                    Seller
                               PARK GRANADA LLC,
                                    Seller
                     COUNTRYWIDE HOME LOANS SERVICING LP,
                                Master Servicer
                                      and
                             THE BANK OF NEW YORK,
                                    Trustee

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


                        POOLING AND SERVICING AGREEMENT
                         Dated as of February 1, 2005
                      ----------------------------------



                    CHL MORTGAGE PASS-THROUGH TRUST 2005-3


              MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-3



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



                                      6
<PAGE>

                               Table of Contents
                                                                          Page
                                                                          ----


                                   ARTICLE I

                                  DEFINITIONS


                                  ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

      SECTION 2.01.  Conveyance of Mortgage Loans...........................33
      SECTION 2.02.  Acceptance by Trustee of the Mortgage Loans............37
      SECTION 2.03.  Representations, Warranties and Covenants of the
                     Sellers 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.................................48
      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.......................49
      SECTION 3.09.  Maintenance of Hazard Insurance; Maintenance of
                     Primary Insurance Policies.............................51
      SECTION 3.10.  Enforcement of Due-on-Sale Clauses; Assumption
                     Agreements.............................................52

                                      i
<PAGE>

      SECTION 3.11.  Realization Upon Defaulted Mortgage Loans;
                     Repurchase of Certain Mortgage Loans...................54
      SECTION 3.12.  Trustee to Cooperate; Release of Mortgage Files........57
      SECTION 3.13.  Documents, Records and Funds in Possession of
                     Master Servicer to be Held for the Trustee.............58
      SECTION 3.14.  Servicing Compensation.................................58
      SECTION 3.15.  Access to Certain Documentation........................59
      SECTION 3.16.  Annual Statement as to Compliance......................59
      SECTION 3.17.  Annual Independent Public Accountants' Servicing
                     Statement; Financial Statements........................59
      SECTION 3.18.  Errors and Omissions Insurance; Fidelity Bonds.........60
      SECTION 3.19.  Notification of Adjustments............................60

                                  ARTICLE IV

              DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

      SECTION 4.01.  Advances...............................................61
      SECTION 4.02.  Priorities of Distribution.............................62
      SECTION 4.03.  Allocation of Net Deferred Interest....................66
      SECTION 4.04.  Allocation of Realized Losses..........................67
      SECTION 4.05.  Cross-Collateralization; Adjustments to Available
                     Funds..................................................68
      SECTION 4.06.  Monthly Statements to Certificateholders...............69
      SECTION 4.07.  [Reserved].............................................71
      SECTION 4.08.  Determination of Pass-Through Rates for LIBOR
                     Certificates...........................................71
      SECTION 4.09.  Carryover Shortfall Reserve Fund.......................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
                     Sellers, 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....................98

                                   ARTICLE X

                           MISCELLANEOUS PROVISIONS

      SECTION 10.01. Amendment.............................................100
      SECTION 10.02. Recordation of Agreement; Counterparts................101
      SECTION 10.03. Governing Law.........................................102
      SECTION 10.04. Intention of Parties..................................102
      SECTION 10.05. Notices...............................................102
      SECTION 10.06. Severability of Provisions............................103
      SECTION 10.07. Assignment............................................104

                                     iii
<PAGE>

      SECTION 10.08. Limitation on Rights of Certificateholders............104
      SECTION 10.09. Inspection and Audit Rights...........................104
      SECTION 10.10. Certificates Nonassessable and Fully Paid.............105
      SECTION 10.11. [Reserved]............................................105
      SECTION 10.12. Protection of Assets..................................105


                                      iv

<PAGE>



                                   SCHEDULES
Schedule I:       Mortgage Loan Schedule.................................S-I-1
Schedule II-A:    Representations and Warranties of Countrywide.......S-II-A-1
Schedule II-B:    Representations and Warranties of Park Granada......S-II-B-1
Schedule III-A:   Representations and Warranties of Countrywide as to all
                  of the Mortgage Loans..............................S-III-A-1
Schedule III-B:   Representations and Warranties of Countrywide as to the
                  Countrywide Mortgage Loans.........................S-III-B-1
Schedule III-C:   Representations and Warranties of Park Granada as to the
                  Park Granada Mortgage Loans........................S-III-C-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:        Form of Delay Delivery Certification of Trustee .........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


                                      v

<PAGE>



      THIS POOLING AND SERVICING AGREEMENT, dated as of February 1, 2005,
among CWMBS, INC., a Delaware corporation, as depositor (the "Depositor"),
COUNTRYWIDE HOME LOANS, INC. ("Countrywide"), a New York corporation, as a
seller (a "Seller"), PARK GRANADA LLC ("Park Granada"), a Delaware limited
liability company, as a seller (a "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 three real
estate mortgage investment conduits (each a "REMIC" or, in the alternative,
the "Lower Tier REMIC," the "Middle Tier REMIC" and the "Master REMIC,"
respectively). The Lower Tier REMIC 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 Regular Interests, which will be
uncertificated and will represent the "REMIC regular interests" in the Lower
Tier REMIC, and (ii) the Class LTR-A-R Interest, which will represent the
"REMIC residual interest" in the Lower Tier REMIC. The Middle Tier REMIC will
hold as assets the Lower Tier 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 MTR-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, 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 Interests:

                                      Initial      Pass-Through   Corresponding
Lower Tier REMIC Interests            Balance          Rate         Loan Group
--------------------------            -------          ----         ----------
LT-A-1 (0.9% of SP Gr. 1).....          (1)             (2)             1
LT-B-1 (0.1% of SP Gr. 1).....          (1)             (2)             1
LT-C-1 (Excess of Gr. 1)......          (1)             (2)             1
LT-A-2 (0.9% of SP Gr. 2).....          (1)             (2)             2
LT-B-2 (0.1% of SP Gr. 2).....          (1)             (2)             2
LT-C-2 (Excess of Gr. 2)......          (1)             (2)             2
LT-A-R........................          (3)             (3)            N/A
---------------
(1)   With respect to the Interests, each Lower Tier REMIC Interest having an
      "A" designation (each, an "LT-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 Interest having a "B"
      designation (each, an "LT-B Interest") will have a principal balance
      initially equal to 0.1% of the SP of its Corresponding Loan Group. The
      initial principal balance of each Lower Tier REMIC Interest having a "C"
      designation (each, an "LT-C Interest") will equal the excess of its
      Corresponding Loan Group over the initial aggregate principal balances
      of the LT-A and LT-B 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)   This Lower Tier REMIC Interest is the sole class of residual interest in
      the Lower Tier REMIC. 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 Interests in the following manner:

(1)   Interest. Interest is to be distributed with respect to each Lower Tier
      REMIC 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 Interest, then principal
      amounts distributable with respect to each Loan Group will be allocated:
      first to cause the Loan Group's corresponding LT-A and LT-B Interests to
      equal, respectively, 0.9% of the SP and 0.1% of the SP of the
      Corresponding Loan Group, and then to the corresponding LT-C Interest.

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

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


                                      2
<PAGE>


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

      (c) The outstanding aggregate LT-A and LT-B Interests for both 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 (c) prevents the
distribution of principal to the LT-A and LT-B Interests of a Loan Group, and
if the Loan Group's corresponding LT-C Interest has already been reduced to
zero, then the excess principal from that Loan Group will be paid to the LT-C
Interest of the other Loan Group, the aggregate LT-A and LT-B Interests of
which are less than one percent of the Subordinated Portion. If the Loan Group
of the corresponding LT-C 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 as a Realized Loss. Conversely, if the Loan Group
of the LT-C 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
the Lower Tier REMIC as a reimbursement for prior Realized Losses.



                                      3
<PAGE>


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

--------------------------------------------------------------------------------
 Middle Tier REMIC   Initial Principal   Interest Rate   Corresponding Master
      Interest            Balance                          REMIC Certificate

--------------------------------------------------------------------------------
MT-1-A-1                   (1)                (2)             Class 1-A-1
--------------------------------------------------------------------------------
MT-1-A-2                   (1)                (2)             Class 1-A-2
--------------------------------------------------------------------------------
MT-1-A-3                   (1)                (2)             Class 1-A-3
--------------------------------------------------------------------------------
MT-1-A-4                   (1)                (2)             Class 1-A-4
--------------------------------------------------------------------------------
MT-1-A-5                   (1)                (2)             Class 1-A-5
--------------------------------------------------------------------------------
MT-1-X-Accrual             (1)                (2)                 N/A
--------------------------------------------------------------------------------
MT-2-A-1                   (3)                (4)             Class 2-A-1
--------------------------------------------------------------------------------
MT-2-A-2                   (3)                (4)             Class 2-A-2
--------------------------------------------------------------------------------
MT-2-X-Accrual             (3)                (4)                 N/A
--------------------------------------------------------------------------------
MT-$100                   $100.00             (2)              Class A-R
--------------------------------------------------------------------------------
MT-M-1                     (5)                (6)              Class M-1
--------------------------------------------------------------------------------
MT-M-2                     (5)                (6)              Class M-2
--------------------------------------------------------------------------------
MT-M-3                     (5)                (6)              Class M-3
--------------------------------------------------------------------------------
MT-M-4                     (5)                (6)              Class M-4
--------------------------------------------------------------------------------
MT-M-5                     (5)                (6)              Class M-5
--------------------------------------------------------------------------------
MT-M-6                     (5)                (6)              Class M-6
--------------------------------------------------------------------------------
MT-M-7                     (5)                (6)              Class M-7
--------------------------------------------------------------------------------
MT-B-1                     (5)                (6)              Class B-1
--------------------------------------------------------------------------------
MT-B-2                     (5)                (6)              Class B-2
--------------------------------------------------------------------------------
MT-B-3                     (5)                (6)              Class B-3
--------------------------------------------------------------------------------
MT-B-4                     (5)                (6)              Class B-4
--------------------------------------------------------------------------------
MT-B-5                     (5)                (6)              Class B-5
--------------------------------------------------------------------------------
MT-MX-Accrual              (5)                (6)                 N/A
--------------------------------------------------------------------------------
MT-A-R                     (7)                (7)                 N/A
------------------------------------------------------------------------------
(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

                                      4
<PAGE>

      Accrual Interest to have a principal balance equal to the principal
      balance of the Class MT-1-A-1, Class MT-1-A-2, Class MT-1-A-3, Class
      MT-1-A-4 and Class MT-1-A-5 Interests (the "MT-1-A Interests" and
      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)   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
      Loan Group 1 (the "Group 1 Net Rate Cap").

(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
      and Class MT-2-A-2 Interests (the "MT-2-A Interests" and 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)   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
      Loan Group 2 (the "Group 2 Net Rate Cap").

(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-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-1,
      Class MT-M-2, Class MT-M-3, Class MT-M-4, Class MT-M-5, Class MT-M-6,
      Class MT-M-7, Class MT-B-1, Class MT-B-2, Class MT-B-3, Class MT-B-4 and
      Class 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.

(6)   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 Subordinate Weighted Average Rate.

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

                                      5
<PAGE>

      On each Distribution Date, the Available Funds payable with respect to
the Lower Tier REMIC Interest (other than the Class LT-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):

--------------------------------------------------------------------------------
                                    Pass-Through                     Integral
                   Initial Class      Rate                           Multiples
     Class         Certificate     (per annum)      Minimum        in Excess of
  Designation        Balance           (8)        Denomination        Minimum
--------------------------------------------------------------------------------
Class 1-A-1       $275,000,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class 1-A-2       $590,463,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class 1-A-3       $169,305,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class 1-A-4        $76,636,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class 1-A-5       $147,700,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class 1-X       $1,259,104,000(2)      (3)        $100,000.00(4)    $1,000.00
--------------------------------------------------------------------------------
Class 2-A-1        $81,223,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class 2-A-2        $54,149,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class 2-X         $135,372,000(2)      (3)        $100,000.00(4)    $1,000.00
--------------------------------------------------------------------------------
Class A-R(5)              $100         (6)              (7)             (7)
--------------------------------------------------------------------------------
Class M-X         $122,083,318(2)      (3)        $100,000.00(4)    $1,000.00
--------------------------------------------------------------------------------
Class M-1          $18,957,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class M-2          $17,440,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class M-3           $9,858,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class M-4          $16,682,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------

                                      6
<PAGE>


--------------------------------------------------------------------------------
                                    Pass-Through                     Integral
                   Initial Class      Rate                           Multiples
     Class         Certificate     (per annum)      Minimum        in Excess of
  Designation        Balance           (8)        Denomination        Minimum
--------------------------------------------------------------------------------
Class M-5           $9,858,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class M-6           $8,341,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class M-7           $8,341,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class B-1           $1,517,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class B-2           $2,275,000         (1)         $25,000.00       $1,000.00
--------------------------------------------------------------------------------
Class B-3          $12,132,000         (1)        $100,000.00       $1,000.00
--------------------------------------------------------------------------------
Class B-4          $10,616,000         (1)        $100,000.00       $1,000.00
--------------------------------------------------------------------------------
Class B-5           $6,066,318         (1)        $100,000.00       $1,000.00
--------------------------------------------------------------------------------

------------------------------------
(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
                       Certificates       Pass-Through Rate
                       ------------       -----------------
                  Class 1-A-1..........        2.960%
                  Class 1-A-2..........        2.950%
                  Class 1-A-3..........        2.890%
                  Class 1-A-4..........        3.030%
                  Class 1-A-5..........        3.000%
                  Class 2-A-1..........        2.940%
                  Class 2-A-2..........        2.970%
                  Class M-1............        1.567%
                  Class M-2............        1.567%
                  Class M-3............        1.567%
                  Class M-4............        1.567%
                  Class M-5............        1.567%
                  Class M-6............        1.567%
                  Class M-7............        1.567%
                  Class B-1............        1.567%
                  Class B-2............        1.567%
                  Class B-3............        1.567%
                  Class B-4............        1.567%
                  Class B-5............        1.567%

------------------------------------------------------------------------------
(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

                                      7
<PAGE>

      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  Certificates  are  entitled  to, for each  Interest
            Accrual Period,  the "Class 1-X Distributable  Amount," which is a
            specified  portion of the interest on the MT-1 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-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  Certificates  shall be a rate sufficient to entitle the Class
            1-X  Certificate  to all  interest  accrued on the MT-1  Interests
            less the interest accrued on the Class 1-A-1,  Class 1-A-2,  Class
            1-A-3,  Class  1-A-4 and Class 1-A-5  Certificates.  The Class 1-X
            Distributable   Amount  for  any  Distribution  Date  (except  for
            amounts  reducing  the  balance  of  its  Principal  and  Interest
            Component)  is  payable  from  current  interest  on the  Group  2
            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  and Class  2-A-2
            Certificates.   The  Class  2-X   Distributable   Amount  for  any
            Distribution  Date (except for amounts reducing the balance of its
            Principal   and  Interest   Component)  is  payable  from  current
            interest on the Group 2 Mortgage Loans.

      C.    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  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-1, Class M-2,
            Class M-3,  Class M-4, Class M-5, Class M-6, Class M-7, Class B-1,
            Class B-2,  Class B-3, Class B-4 and

                                      8
<PAGE>

            Class B-5 Certificates. The Class M-X Distributable Amount for any
            Distribution Date (except for amounts reducing the balance of its
            Principal and Interest Component) is payable from current interest
            on the Mortgage Loans in all Loan Groups.

(4)   Minimum denomination is based on the Notional Amount of such Class.
(5)   The Class A-R Certificates represent the sole Class of residual interest
      in the Master REMIC.
(6)   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 1.608465% per annum.
(7)   The Class A-R Certificates 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.
(8)   For income tax purposes, the entitlement of any Certificate to any
      Carryover Shortfall Amount shall be treated as described in Section 8.11
      hereof.

It is not intended that the Class A-R Certificates be entitled to any cash
flows pursuant to this agreement except as provided in Sections 4.02(a)(1)(ii)
and 4.04(a)(1)(ii)(A) hereunder, (that is, its entitlement to $100 plus
interest thereon).


                                      9
<PAGE>



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

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, Class 2-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
                              Principal and Interest Component.  The
                              following table sets forth each Class of
                              Component Certificates, its Notional Amount
                              Component, its Principal and Interest
                              Component, the respective initial Component
                              Notional Amount or Component Principal Balance,
                              as the case may be, and Pass-Through Rate.

                       Notional Amount
                     Component/Principal  Initial     Initial
                        and Interest      Component  Component
Class of Component   Component/Principal  Principal   Notional   Pass-Through
   Certificates        Only Component      Balance     Amount      Rate
   ------------        --------------      -------     ------      ----
Class 1-X           Class 1-X IO Component   N/A    $1,259,104,000  (1)
                    Class 1-X P Component    $0         N/A         (2)

Class 2-X           Class 2-X IO Component   N/A    $135,372,000    (1)
                    Class 2-X P Component    $0         N/A         (2)

Class M-X           Class M-X IO Component   N/A    $122,083,318    (3)
                    Class M-X P Component    $0         N/A         (4)

                              (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). The Pass-Through Rate for

                                      10
<PAGE>

                              the Notional Amount Component of each Class of
                              Senior Class X Certificates for the Interest
                              Accrual Period related to the first Distribution
                              Date is 0.000000% per annum.

                              (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.

                                                                 Initial
                                         Designation        Pass-Through Rate
                                         -----------        -----------------
                                   Class 1-X P Component        1.608139%
                                   Class 2-X P Component        1.184864%

                              (3) 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
                              0.000000% per annum.

                              (4) 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
                              Class M-X P Component for the Interest Accrual
                              Period related to the first Distribution Date is
                              1.567049% 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 ...........      The Class 1-A-1, Class 1-A-2, Class 1-A-3,
                              Class 1-A-4, Class 1-A-5, Class 1-X and Class
                              A-R Certificates.

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

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

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

                                      11
<PAGE>

LIBOR Certificates......      The  Class  1-A-1,  Class  1-A-2,  Class  1-A-3,
                              Class  1-A-4,  Class 1-A-5,  Class 2-A-1,  Class
                              2-A-2,  Class M-1,  Class M-2,  Class M-3, Class
                              M-4,  Class  M-5,  Class M-6,  Class M-7,  Class
                              B-1,  Class B-2,  Class B-3, Class B-4 and Class
                              B-5 Certificates.

Non-Delay Certificates..      The LIBOR Certificates.

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

Notional Amount
Components..............      The Class 1-X IO, Class 2-X IO and Class M-X IO
                              Components.

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

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

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

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

Principal and Interest
Components..............      The Class 1-X P, Class 2-X P and Class M-X P
                              Components.

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

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

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

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

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

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

Senior Certificate
Group...................      The Group 1 Senior  Certificates and Group
                              2 Senior Certificates, as applicable.

Senior Certificates.....      Collectively,  the  Group 1 Senior  Certificates
                              and the Group 2 Senior Certificates.

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

                                      12
<PAGE>

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

Subordinated
Certificates............      Class M-X, Class M-1, Class M-2, Class M-3,
                              Class M-4, Class M-5, Class M-6, Class M-7,
                              Class B-1, Class B-2, Class B-3, Class B-4 and
                              Class B-5 Certificates.

Subordinated LIBOR
Certificates............      Class  M-1,  Class M-2,  Class  M-3,  Class M-4,
                              Class  M-5,  Class M-6,  Class  M-7,  Class B-1,
                              Class B-2,  Class B-3,  Class B-4  and Class B-5
                              Certificates.

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

Underwriter.............      UBS Securities LLC

      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.



                                      13
<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 and each Class of Class X 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 Due Date occurring in the month immediately preceding the
month in which such Distribution Date occurs (after giving effect to Principal
Prepayments received in the Prepayment Period relating to such Due Date) 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.


<PAGE>

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

                                      2
<PAGE>

pursuant to Section 4.02(d)) or the definition of Assumed Interest Amount for
such Loan Group and Class, as applicable).

      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.

      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 a Senior Termination
Date, Available Funds with respect to the Loan Group relating to the remaining
Senior Certificate Group shall include the Available Funds from the other Loan
Group and on any Distribution

                                      3
<PAGE>

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.

      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 Certificates and designated "The Bank of New York in trust for
registered holders of CWMBS, Inc., CHL Mortgage Pass-Through Trust 2005-3,
Mortgage Pass-Through Certificates, Series 2005-3." Funds in the Carryover
Shortfall Reserve Fund shall be held in trust for the Holders of the LIBOR
Certificates and the Class X Certificates for the uses and purposes set forth
in this Agreement.

      Carryover Shortfall Reserve Fund Additional Deposit Amount: $1,185,821.28.

      Certificate:  Any one of the Certificates executed by the Trustee in
substantially the forms attached to 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 2005-3, Mortgage Pass-Through Certificates
Series 2005-3."

      Certificate Balance: With respect to any Certificate (other than any
Notional Amount Component) 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 or Group 2 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 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

                                      5
<PAGE>

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, 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, 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.

      Closing Date:  February 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.

      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 Certificates, the
aggregate Class Certificate Balance of the Senior LIBOR Certificates in the
same Senior Certificate Group immediately prior to such Distribution Date, and
(ii) the Class M-X IO Component, the aggregate Class

                                      6
<PAGE>

Certificate Balance of the Subordinated Certificates (other than the Class M-X
Certificates) immediately prior to such Distribution Date.

      Component Principal Balance: As of any Distribution Date, each Principal
and Interest Component will have a Component Principal Balance equal to (i)
the aggregate Net Deferred Interest allocated to such Component prior to that
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 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 2005-3, facsimile no. (212) 815-3986), and which is the address to
which notices to and correspondence with the Trustee should be directed.

      Countrywide:  Countrywide Home Loans, Inc., a New York corporation and
its successors and assigns, in its capacity as the seller of the Countrywide
Mortgage Loans to the Depositor.

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

      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

                                      7
<PAGE>

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 February 1, 2005.

      Cut-off Date Pool Principal Balance:  $1,516,559,418.91.

      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.

      Delay Delivery Certification:  As defined in Section 2.02(a).

      Delay Delivery Mortgage Loans: The Mortgage Loans for which all or a
portion of a related Mortgage File is not delivered to Trustee on the Closing
Date. With respect to up to 50% of the Mortgage Loans in each Loan Group, the
Depositor may deliver all or a portion of each related Mortgage File to the
Trustee not later than thirty days after the Closing Date. To the extent that
Countrywide Servicing shall be in possession of any Mortgage Files with
respect to any Delay Delivery Mortgage Loan, until delivery of such Mortgage
File to the Trustee as

                                      8
<PAGE>

provided in Section 2.01, Countrywide Servicing shall hold such files as
Master Servicer hereunder, as agent and in trust for the Trustee.

      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 22nd day of each
month or, if such 22nd day is not a Business Day, the next preceding Business
Day; provided, however, that if such 22nd day or such Business Day, whichever
is applicable, is less than two Business Days prior to the related
Distribution Date, the Determination Date shall be the first Business Day that
is two Business Days preceding such Distribution Date.

      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
2005-3 Mortgage Pass-Through Certificates, Series 2005-3." 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 March 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.

                                      9
<PAGE>

      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 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 sum of (a) the Master Servicing Fee Rate and (b) the
Trustee Fee Rate.

                                      10
<PAGE>

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

      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.

      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.

      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.

                                      11
<PAGE>

      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 and any Distribution
Date, the calendar month prior to the month in which such Distribution Date
occurs. With respect to any Class of Non-Delay Certificates that is a Class of
Senior LIBOR Certificates, its corresponding REMIC Regular Interest and any
Distribution Date, the period commencing on the Distribution Date in the month
preceding the month in which such Distribution Date occurs (or, with respect
to the first Distribution Date, commencing on the Closing Date) and ending on
the day immediately preceding that Distribution Date. With respect to any
Class of Non-Delay Certificates that is a Class of Subordinated LIBOR
Certificates, its corresponding REMIC Regular Interest and any Distribution
Date, the period commencing on the 25th day of the month preceding the month
in which such Distribution Date occurs (or, with respect to the first
Distribution Date, commencing on the Closing Date) and ending on the 24th day
of the month in which such Distribution Date occurs.

      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.

                                      12
<PAGE>

      Loan Group:  Loan Group 1 or Loan Group 2, as applicable.

      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-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 LP, 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 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 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.

                                      13
<PAGE>

      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 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.

      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;

                                      14
<PAGE>

            (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;

            (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) a code indicating whether the Mortgage Loan is a Countrywide
            Mortgage Loan or a Park Granada Mortgage Loan;

            (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.

                                      15
<PAGE>

      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.

      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 sum of the amounts described in clauses (a) through (f) of the
definition of Principal Amount for those Mortgage Loans received during the
related Due Period and Prepayment Period.

      Net Payments: As to any Distribution Date and Loan Group, the sum of the
Net 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 the
other Loan Group for such Distribution Date over Prepayment Interest
Shortfalls experienced by the Mortgage Loans in such other Loan Group during
such Prepayment Period.

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

      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

                                      16
<PAGE>

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 any Distribution Date and (i) any Class of Senior
LIBOR Certificates, the Weighted Average Adjusted Net Mortgage Rate of the
Mortgage Loans in the related Loan Group for that Distribution Date, adjusted
for the related Interest Accrual Period and (ii) any Class of Subordinated
Certificates, the Subordinate Weighted Average Rate for that Distribution
Date.

      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:  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 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, any 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, any Seller and the Master
Servicer, (ii) not have any direct financial interest in the Depositor, any
Seller or the Master Servicer or in any affiliate of either, and (iii) not be
connected with the Depositor, any 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.

                                      17
<PAGE>

      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-1.....     8.05%
                     Class M-2.....     6.80%
                     Class M-3.....     5.65%
                     Class M-4.....     5.00%
                     Class M-5.....     3.90%
                     Class M-6.....     3.25%
                     Class M-7.....     2.70%
                     Class B-1.....     2.15%
                     Class B-2.....     2.05%
                     Class B-3.....     1.90%
                     Class B-4.....     1.10%
                     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 a 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 a 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:

            (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.

                                      18
<PAGE>

      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.

      Park Granada: Park Granada LLC, a Delaware limited liability company,
and its successors and assigns, in its capacity as the seller of the Park
Granada Mortgage Loans to the Depositor.

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

      Pass-Through Margin: With respect to the Interest Accrual Period for 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 1-A-2......      0.300%           0.600%
            Class 1-A-3......      0.240%           0.480%
            Class 1-A-4......      0.380%           0.760%
            Class 1-A-5......      0.350%           0.700%
            Class 2-A-1......      0.290%           0.580%
            Class 2-A-2......      0.320%           0.640%
            Class M-1........      0.460%           0.690%
            Class M-2........      0.500%           0.750%
            Class M-3........      0.520%           0.780%
            Class M-4........      0.640%           0.960%
            Class M-5........      0.750%           1.125%
            Class M-6........      1.050%           1.575%
            Class M-7........      1.450%           2.175%
            Class B-1........      1.550%           2.325%
            Class B-2........      2.000%           3.000%
            Class B-3........      2.000%           3.000%
            Class B-4........      2.000%           3.000%
            Class B-5........      2.000%           3.000%

            ------------------
            (1)   For the 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 the Interest Accrual Period related to each
Distribution Date and each Class of Certificates or Component, the per annum
rate set forth or calculated in the manner described in the Preliminary
Statement for such Class or Component.

      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.

      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

                                      19
<PAGE>

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 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

                                      20
<PAGE>

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.

      Planned Principal Components:  As specified in the Preliminary
Statement.

                                      21
<PAGE>

      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 on or after the sixteenth day of
the month preceding the month of such Distribution Date (or, in the case of
the first Distribution Date, on or after February 1, 2005) and on or before
the last day of the month preceding 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 and the related Due Date,
the period from the 16th day of the calendar month immediately preceding the
month in which the Distribution Date occurs (or, in the case of the first
Distribution Date, from February 1, 2005) through the 15th day of the calendar
month in which the 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 applicable
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) the principal portion
of any Transfer Payments Received for such Loan Group, minus the principal
portion of 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.

                                      22
<PAGE>

      Principal Payment Amount: As to any Distribution Date and any Loan
Group, the sum of 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 the amounts 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 REMIC
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 February 9, 2005 generally relating to
mortgage pass-through certificates to be sold by the Depositor.

      Prospectus Supplement: The prospectus supplement dated February 24, 2005
relating to the Offered Certificates.

      PUD:  Planned Unit Development.

      Purchase Price: With respect to any Mortgage Loan required to be
purchased by the applicable 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

                                      23
<PAGE>

principal balance of the 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 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.

      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.

                                      24
<PAGE>

      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.

      Residual Certificates:  As specified in the Preliminary Statement.

                                      25
<PAGE>

      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:  Countrywide or Park Granada, as applicable.

      Senior Certificate Group:  As specified in the Preliminary Statement.

      Senior Certificates:  As specified in the Preliminary Statement.

      Senior Class X 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) 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 a 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) immediately prior to such
Distribution Date and the denominator of which is the aggregate of the Class
Certificate Balances of all Classes of Certificates immediately prior to such
Distribution Date. In no event will the Senior Percentage be greater than
100%.

                                      26
<PAGE>

      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 related Senior Prepayment Percentage 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 February 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
February 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
Net 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) the principal portion of any Transfer Payments
Received for that Loan Group and Distribution Date; provided, however that on
any Distribution Date after a 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 a 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 a 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 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

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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 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.

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<PAGE>

      Subordinate Weighted Average Rate: For each Interest Accrual Period
related to each Distribution Date, a per annum rate equal to 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, adjusted
as necessary to reflect the accrual of interest on the basis of a 360-day year
consisting of twelve 30-day months and (y) a fraction, the numerator of which
is the related Subordinated Portion immediately prior to that Distribution
Date, and the denominator of which is the aggregate Class Certificate Balance
of the Subordinated Certificates immediately prior to that Distribution Date.

      Subordinated Adjusted Cap Rate: For any Distribution Date, the weighted
average of each of the Adjusted Cap Rates (as adjusted to reflect the accrual
of interest on the basis of a 360-day year consisting of twelve 30-day
months), 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 a
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 a 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 Net 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) the principal portion of any Transfer Payments Made
for such Loan Group; provided, however, that on any Distribution Date after a
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.

                                      29
<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 applicable
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 no lower than and 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.

      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.

      Transfer Payment Made:  As defined in Section 4.05.

      Transfer Payment Received:  As defined in Section 4.05.

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<PAGE>

      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%.

      Trustee Fee: As to any Distribution Date, an amount equal to one-twelfth
of the Trustee Fee Rate multiplied by the Pool Stated Principal Balance with
respect to such Distribution Date.

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

      Two 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 (iii) the cumulative Realized Losses on all the Mortgage Loans do not
exceed (x) with respect to any Distribution Date on or before February 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 February 2008, 30% of the aggregate Class Certificate Balance of the
Subordinated Certificates on the Closing Date.

      Undercollateralized Group: As defined in Section 4.05.

      Underwriter: 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
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), and (b) the remaining Voting Rights (or 100% of the
Voting Rights if there is no Class of Class X Certificates) shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.

                                      31
<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.

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<PAGE>

                                  ARTICLE II
                         CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

      SECTION 2.01.     Conveyance of Mortgage Loans

      (a) Each 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 such 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,
Countrywide 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 (except that, in the case
of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage
Loans and Park Granada Mortgage Loans), such delivery may take place within
thirty (30) days following the Closing Date). Such delivery of the Mortgage
Files shall be made against payment by the Depositor of the purchase price,
previously agreed to by the Sellers 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,
Countrywide shall deposit into 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.

      (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 each Seller to cure
any breach of a representation or warranty made in this Agreement by such
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 (or, in the case of the Delay Delivery Mortgage Loans, will deliver or
cause 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

                                      33
<PAGE>

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

               (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 Countrywide 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;

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<PAGE>

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

                    (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, each Seller agrees that it will cause, at the Trustee's expense, the
MERS(R) System to indicate that the Mortgage Loans sold by such Seller to the
Depositor have been assigned by that 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. Each Seller further agrees that it will not, and
will not permit the Master Servicer to, and the Master Servicer agrees that it
will not, alter the information referenced in this paragraph with respect to
any Mortgage Loan sold by such 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

                                      35
<PAGE>

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, Countrywide 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 2005-3, 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.

      Notwithstanding anything to the contrary in this Agreement, within
thirty (30) days after the Closing Date with respect to the Mortgage Loans,
Countrywide (on its own behalf and on behalf of Park Granada) shall either (i)
deliver to the Depositor, or at the Depositor's direction, to the Trustee or
other designee of the Depositor the Mortgage File as required pursuant to this
Section 2.01 for each Delay Delivery Mortgage Loan or (ii) either (A)
substitute a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or
(B) repurchase the Delay Delivery Mortgage Loan, which substitution or
repurchase shall be accomplished in the manner and subject to the conditions
set forth in Section 2.03 (treating each Delay Delivery Mortgage Loan as a
Deleted Mortgage Loan for purposes of such Section 2.03); provided, however,
that if Countrywide fails to deliver a Mortgage File for any Delay Delivery
Mortgage Loan within the thirty (30)-day period provided in the prior
sentence, Countrywide (on its own behalf and on behalf of Park Granada) shall
use its best reasonable efforts to effect a substitution, rather than a
repurchase of, such Deleted Mortgage Loan and provided further that the cure
period provided for in Section 2.02 or in Section 2.03 shall not apply to the
initial delivery of the Mortgage File for such Delay Delivery Mortgage Loan,
but rather Countrywide (on its own behalf and on behalf of Park Granada) shall
have five (5) Business Days to cure such failure to deliver. At the end of
such thirty (30)-day period the Trustee shall send a Delay Delivery
Certification for the Delay Delivery Mortgage Loans delivered during such
thirty (30)-day period in accordance with the provisions of Section 2.02.

                                      36
<PAGE>

      (d) Neither the Depositor nor the Trust will acquire or hold any
Mortgage Loan that would violate the representations made by Countrywide set
forth in clauses (48) and (49) of Schedule III-A 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 Countrywide (on its own behalf and on
behalf of Park Granada) 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.

      On or about the thirtieth (30th) day after the Closing Date, the Trustee
shall deliver to the Depositor, the Master Servicer and Countrywide (on its
own behalf and on behalf of Park Granada) a Delay Delivery Certification with
respect to the Mortgage Loans in the form annexed hereto as Exhibit G (a
"Delay Delivery Certification"), with any applicable exceptions noted thereon.

      Not later than 90 days after the Closing Date, the Trustee shall deliver
to the Depositor, the Master Servicer and Countrywide (on its own behalf and
on behalf of Park Granada) 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. Countrywide (on
its own behalf and on behalf of Park Granada) shall promptly correct or cure
such defect within 90 days from the date it was so notified of such defect
and, if Countrywide does not correct or cure such defect within such period,
Countrywide (on its own behalf and on behalf of Park Granada) 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

                                      37
<PAGE>

Countrywide (on its own behalf and on behalf of Park Granada) 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 Countrywide (on its own behalf
and on behalf of Park Granada) 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
Countrywide (on its own behalf and on behalf of Park Granada) 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
Countrywide (on its own behalf and on behalf of Park Granada) and shall
execute and deliver at Countrywide's (on its own behalf and on behalf of Park
Granada) request such instruments of transfer or assignment prepared by
Countrywide, in each case without recourse, as shall be necessary to vest in
Countrywide (on its own behalf and on behalf of Park Granada), or its
designee, the Trustee's interest in any Mortgage Loan released pursuant
hereto. If pursuant to the foregoing provisions Countrywide (on its own behalf
and on behalf of Park Granada) 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 Countrywide (on its own behalf and on behalf of Park
Granada) 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 Countrywide
(on its own behalf and on behalf of Park Granada) or its designee as the
beneficial holder of such Mortgage Loan.

      (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 each
Seller to substitute for or to purchase any Mortgage Loan sold to the
Depositor by it which does not meet the

                                      38
<PAGE>

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 Sellers and Master Servicer.

      (a) Countrywide hereby makes the representations and warranties set
forth in (i) Schedule II-A and Schedule II-B hereto, and by this reference
incorporated herein, to the Depositor, the Master Servicer and the Trustee, as
of the Closing Date, (ii) Schedule III-A 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, and (iii) Schedule III-B 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 that are Countrywide Mortgage Loans.
Park Granada hereby makes the representations and warranties set forth in (i)
Schedule II-B 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-C 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 that are Park Granada 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. Each 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 for such breach. With respect to the representations and warranties
described in this Section which are made to the best of a Seller's knowledge,
if it is discovered by either the Depositor, a Seller or the Trustee that the
substance of such representation and warranty is

                                      39
<PAGE>

inaccurate and such inaccuracy materially and adversely affects the value of
the related Mortgage Loan or the interests of the Certificateholders therein,
notwithstanding that 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. Any breach of a representation
set forth in clauses (47), (53), (54), (55), (56) or (57) of Schedule III-A
with respect to any Mortgage Loan in the Mortgage Pool or clause (44) of
Schedule III-A (but only to the extent such representation relates to Freddie
Mac's dollar amount limits for conforming one- to four-family mortgage loans)
with respect to a Mortgage Loan in Loan Group 1 shall be deemed to materially
and adversely affect the Certificateholders.

      With respect to any Substitute Mortgage Loan or Loans sold to the
Depositor by a Seller, Countrywide (on its own behalf and on behalf of Park
Granada) 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 related 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 that 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
related 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 related Seller and shall execute
and deliver at such Seller's direction such instruments of transfer or
assignment prepared by Countrywide (on its own behalf and on behalf of Park
Granada), in each case without recourse, as shall be necessary to vest title
in that 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 a 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 that Seller as of the
date of substitution is less than the aggregate Stated Principal Balance of
all Deleted Mortgage Loans repurchased by that 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 Countrywide (on its own behalf and on behalf of Park
Granada) on or before the Distribution Account Deposit Date for the
Distribution Date in the month succeeding

                                      40
<PAGE>

the calendar month during which the related Mortgage Loan became required to
be purchased or replaced hereunder.

      In the event that a Seller shall have repurchased a Mortgage Loan, the
Purchase Price therefor shall be deposited in the Certificate Account pursuant
to Section 3.05 on or before the Distribution Account Deposit Date for the
Distribution Date in the month following the month during which that 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 each 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 each Seller made pursuant to
Section 2.03(a), together with all rights of the Depositor to require a 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 Countrywide 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

                                      41
<PAGE>

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.

      (b) Upon discovery by the Depositor, a 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 Countrywide (on its own behalf and on
behalf of Park Granada) 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 Countrywide 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.

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

      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

                                      44
<PAGE>

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.

      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

                                      45
<PAGE>

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 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

                                      46
<PAGE>

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 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
      for which it is responsible; 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 Permitted Investments, which shall mature
not later than (i) in the case of the Certificate Account, the second Business
Day next preceding the related Distribution Account Deposit Date (except that
if such Permitted Investment is an obligation of the institution that
maintains such account, then such Permitted Investment shall mature not later
than the Business Day next preceding such Distribution Account Deposit 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

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losses realized from any such investment of funds on deposit in the
Certificate Account or the Distribution 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. The amount of any realized losses in
the Certificate Account or the Distribution Account incurred in any such
account in respect of any such investments shall promptly be deposited by the
Master Servicer in the Certificate Account or paid to the Trustee for deposit
into the Distribution Account, as applicable. 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
or the Distribution Account and made in accordance with this Section 3.05.

      (f) The Master Servicer shall give notice to the Trustee, each 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, each 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 therein an amount equal to
the sum of $5,000 and the Carryover Shortfall Reserve Fund Additional Deposit
Amount 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.

      In addition, on each Distribution Date, the Trustee shall deposit all
amounts distributable to each Class of Class X 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 4.09 exclusively (other than as expressly
provided for in Section 3.08). Amounts on deposit in the Carryover Shortfall
Reserve Fund shall remain uninvested.

      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

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<PAGE>

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 each 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.

      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;

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<PAGE>

            (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 Sellers, 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;

            (ix) on or prior to the Distribution Account Deposit Date, to
      withdraw an amount equal to the related Available Funds and the Trustee
      Fee 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) to pay itself the Trustee Fee for the related Distribution
      Date;

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

                                      50
<PAGE>

            (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.

      (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 Certificates in the manner specified in Section 4.09 (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 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

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<PAGE>

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]

      (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

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<PAGE>

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 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

                                      53
<PAGE>

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 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

                                      54
<PAGE>

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 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

                                      55
<PAGE>

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.

      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

                                      56
<PAGE>

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 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

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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.

      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

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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 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, a
Seller 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

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<PAGE>

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.

      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.

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<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 Loan Group 1, 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 Loan Group 1 remaining:

            (i) concurrently, to each interest-bearing Class and Component of
      Senior Certificates in such Senior Certificate Group, 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 the Class 1-X Certificates shall be deposited into the
      Carryover Shortfall Reserve Fund and shall be distributed in accordance
      with Section 4.09;

            (ii) to each Class of Senior LIBOR Certificates in the related
      Senior Certificate Group, the Class 1-X P Component and the Class A-R
      Certificates, the related Principal Amount, up to the amount of the
      Senior Principal Distribution Amount for Loan Group 1 for such
      Distribution Date, sequentially as follows:

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

                  (B) concurrently, pro rata, based on their aggregate Class
            Certificate Balances, (a) concurrently, to the Class 1-A-1, Class
            1-A-2 and Class 1-A-5 Certificates, pro rata, until their
            respective Class Certificate Balances are reduced to zero, and (b)
            sequentially, to the Class 1-A-3 and Class 1-A-4 Certificates, in
            that order, until their respective Class Certificate Balances are
            reduced to zero; and

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

      (2) With respect to the Available Funds for Loan Group 2, 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

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<PAGE>

Certificate Group in the following order and priority and, in each case, to
the extent of Available Funds for Loan Group 2 remaining:

            (i) concurrently, to each interest-bearing Class and Component of
      Senior Certificates in such Senior Certificate Group, 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 the Class 2-X Certificates shall be deposited into the
      Carryover Shortfall Reserve Fund and shall be distributed in accordance
      with Section 4.09;

            (ii) to each Class of Senior LIBOR Certificates in the related
      Senior Certificate Group and the Class 2-X P Component, the related
      Principal Amount, up to the amount of the Senior Principal Distribution
      Amount for Loan Group 2 for such Distribution Date, sequentially as
      follows:

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

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

      (3) On each Distribution Date, Available Funds from each Loan Group
remaining after making the distributions described in Sections 4.02(a)(1) and
4.02(a)(2) 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.

      (4) On each Distribution Date, Available Funds from each Loan Group
remaining after making the distributions described in Sections 4.02(a)(1),
4.02(a)(2) and 4.02(a)(3) 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 Certificates, 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
                  Certificates shall be deposited into the Carryover Shortfall
                  Reserve Fund and shall be distributed in accordance with
                  Section 4.09; 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-1 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>

                         (D) to the Class M-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;

                         (E) to the Class M-2 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 M-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;

                         (G) to the Class M-3 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 M-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;

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

                         (J) to the Class M-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;
                         (K) to the Class M-5 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 M-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;

                         (M) to the Class M-6 Certificates, an amount
                   allocable to interest equal to the Class Optimal Interest
                   Distribution Amount for such Class for such Distribution
                   Date;

                         (N) to the Class M-6 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;

                         (O) to the Class M-7 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>

                         (P) to the Class M-7 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;

                         (Q) 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;

                         (R) 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;

                         (S) 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;

                         (T) 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;

                         (U) 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;

                         (V) 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;

                         (W) 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;

                         (X) 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;

                         (Y) 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;

                         (Z) 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

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

      (b) [Reserved].

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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 a 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)(4), 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)(4).

      (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 for each Loan Group
will be allocated as follows: the Senior Percentage of that Net Deferred
Interest will be allocated, in the

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<PAGE>

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 allocated to 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 Senior Class X Certificates, the Senior Percentage of
any Net Deferred Interest with respect to the related Loan Group remaining
after allocation to the related Senior LIBOR Certificates pursuant to clause
(a) of this sentence, and (c) with respect to the Class A-R Certificates, its
interest entitlement for that Distribution Date. Any Net Deferred Interest
allocated to a Class of Senior LIBOR Certificates shall be added to the Class
Certificate Balance thereof and any Net Deferred Interest allocated to the
Class 1-X or Class 2-X Certificates shall be added to the Component Principal
Balance of the Principal and Interest Component 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 allocated to each Class of Subordinated Certificates other
than the Class M-X Certificates will be 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 allocated to the Class M-X Certificates. Any Net Deferred Interest
allocated to a Class of Subordinated LIBOR Certificates shall be added to the
Class Certificate Balance thereof and any Net Deferred Interest allocated to
the Class M-X Certificates shall be added as principal to the outstanding
Component Principal Balance of the Class M-X P Component.

      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 higher
payment priorities than the Class B Certificates. Within the Class M and Class
B Certificates, the payment priorities are in numerical order.

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      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 (other than the
      Class M-X IO Component) 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 or Component
      Principal Balance of each such Class is reduced to zero, and (2) second,
      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, in each case
      immediately prior to the related Distribution Date until the respective
      Class Certificate Balance of each such Class is reduced to zero; except
      that (A) any Realized Losses on the Group 1 Mortgage Loans that are
      otherwise allocable to the Class 1-A-2 Certificates will instead be
      allocated first to the Class 1-A-5 Certificates, until their Class
      Certificate Balance is reduced to zero, and then to the Class 1-A-3 and
      Class 1-A-4 Certificates, pro rata, until their Class Certificate
      Balances are reduced to zero, (B) any Realized Losses on the Group 1
      Mortgage Loans that are otherwise allocable to the Class 1-A-3 and Class
      1-A-4 Certificates will instead be allocated to the Class 1-A-5
      Certificates, until their Class Certificate Balance is reduced to zero,
      and (C) any Realized Losses on the Group 2 Mortgage Loans that are
      otherwise allocable to the Class 2-A-1 Certificates will instead be
      allocated to the Class 2-A-2 Certificates, until their 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 Date in accordance with the definition of "Certificate Balance,"
"Component Balance" or "Subordinated Portion," as the case may be.

      SECTION 4.05.     Cross-Collateralization; Adjustments to Available
                        Funds

      (a) [Reserved].

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      (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 Loan Group that is not undercollateralized
(the "Overcollateralized Group"), as follows:

      (1) to add to the Available Funds of the Undercollateralized Group an
      amount equal to the lesser of (a) one month's interest on the Transfer
      Payment Received of the Undercollateralized Group at the Weighted
      Average Adjusted Net Mortgage Rate applicable to the Undercollateralized
      Group and (b) Available Funds of the Overcollateralized Group 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 the Undercollateralized Group, to the
      extent of the principal portion of Available Funds of the
      Overcollateralized Group remaining after making distributions to the
      Senior Certificates of such Overcollateralized Group on such
      Distribution Date pursuant to Section 4.02, until the Class Certificate
      Balance of the Senior Certificates of the Undercollateralized Group
      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, pro rata, based upon the
      respective Transfer Payments.

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

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<PAGE>

      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 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;

            (xvi) with respect to the second Distribution Date, the number and
      aggregate balance of any Delay Delivery Mortgage Loans not delivered
      within thirty days after the Closing Date; and

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            (xvii) 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.

      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:

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            (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, 2.650%.

      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

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<PAGE>

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.

      SECTION 4.09.     Carryover Shortfall Reserve Fund

      On each Distribution Date, any amounts deposited in the Carryover
Shortfall Reserve Fund pursuant to Section 4.02(a)(1)(i), Section
4.02(a)(2)(i) and Section 4.02(a)(4)(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 the Class 1-X Certificates on that
      Distribution Date pursuant to Section 4.02(a)(1)(i), sequentially, as
      follows (x) concurrently, to the Class 1-A-1, Class 1-A-2, Class 1-A-3,
      Class 1-A-4 and Class 1-A-5 Certificates (to be distributed pro rata
      among such Classes based on the Carryover Shortfall Amount allocated to
      such Classes), in an amount up to their respective Carryover Shortfall
      Amounts and (y) to the Class 1-X Certificates, any remaining amount; and

            (ii) from amounts deposited in the Carryover Shortfall Reserve
      Fund from amounts allocated to the Class 2-X Certificates on that
      Distribution Date pursuant to Section 4.02(a)(2)(i), sequentially, as
      follows (x) concurrently, to the Class 2-A-1 and Class 2-A-2
      Certificates (to be distributed pro rata among such Classes based on the
      Carryover Shortfall Amount allocated to such Classes), in an amount up
      to their respective Carryover Shortfall Amounts and (y) to the Class 2-X
      Certificates, any remaining amount; and

            (iii) 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)(4)(A), sequentially, as
      follows (x) sequentially, to the Class M-1, Class M-2, Class M-3, Class
      M-4, Class M-5, Class M-6, Class M-7, Class 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 and (y) to the Class M-X
      Certificates, any remaining amount.

      In addition, on the first Distribution Date, following the distribution
pursuant to the preceding paragraph of amounts deposited in the Carryover
Shortfall Reserve Fund pursuant to Section 4.02(a)(1)(i), Section
4.02(a)(2)(i) and Section 4.02(a)(4)(A), the Trustee shall distribute the
Carryover Shortfall Reserve Fund Additional Deposit Amount first to the Senior
LIBOR Certificates, pro rata, based upon the amount of any unpaid Carryover
Shortfall Amounts with respect to each such Class of Certificates, and then
sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
Certificates, in that order, in each case based upon the amount of any unpaid

                                      73
<PAGE>

Carryover Shortfall Amounts with respect to each such Class of Certificates.
On the first Distribution Date, following the distributions specified in the
immediately preceding sentence, the Trustee shall distribute any remaining
Carryover Shortfall Reserve Fund Additional Deposit to the Depositor or its
designee.


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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

                                      75
<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 Sellers 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 any 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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                                  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 Sellers,
                        the Master Servicer and Others.

      None of the Depositor, the Master Servicer or any Seller or any of the
directors, officers, employees or agents of the Depositor, the Master Servicer
or any 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, any
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,
any 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, each Seller and

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any director, officer, employee or agent of the Depositor, the Master Servicer
or each 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 each Seller and
any director, officer, employee or agent of the Depositor, the Master
Servicer, or any 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 any 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 any 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 each
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; provided, however,
      that the sixty day cure period shall not apply to the initial delivery
      of the Mortgage File for Delay Delivery Mortgage Loans nor the failure
      to substitute or repurchase in lieu of delivery; 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.

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<PAGE>

      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 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

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<PAGE>

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 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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            (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 a 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
an amount equal to the Trustee Fee for such Distribution Date. 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

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the closing of the issuance 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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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 or a Seller of any of
their obligations under this Agreement, (iii) any Seller, if any such tax
arises out of or results from that Seller's obligation to repurchase a
Mortgage Loan pursuant to Section 2.02 or 2.03 or (iv) in all other cases, or
in the event that the Trustee, the Master Servicer or any 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 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
Certificates in respect of any monies distributed pursuant to Sections
4.02(a)(1)(i), 4.02(a)(2)(i) and 4.02(a)(4)(A), respectively, herein, in favor
of the Holders of the LIBOR Certificates. Thus, with respect to the preceding
sentence, the LIBOR Certificates and the Class X 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 Sellers, the Master Servicer and the Trustee with respect to
the Trust Fund created hereby shall terminate upon the earlier of (a) 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 (i) 100% of the
Stated Principal Balance of each Mortgage Loan plus one month's accrued
interest thereon at the applicable Adjusted Mortgage Rate, (ii) the lesser of
(x) 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 (y) the Stated Principal
Balance of each Mortgage Loan related to any REO Property, and (iii) 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 (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.

      The Master Servicer shall have the right to purchase all Mortgage Loans
and REO Properties in the Trust Fund pursuant to clause (a) in the preceding
paragraph of this Section 9.01 only on or after the Optional Termination Date.

      SECTION 9.02.     Final Distribution on the Certificates.

      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. If the Master Servicer elects to terminate the Trust Fund
pursuant to clause (a) of Section 9.01, at least 20 days prior to the date
notice is to be mailed to the affected Certificateholders, the Master Servicer
shall notify the Depositor and the Trustee of the date the Master Servicer
intends to terminate the Trust Fund and of the applicable repurchase price of
the Mortgage Loans and REO Properties.

      Notice of any termination of the Trust Fund, 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 (a) the Distribution Date
upon which final distribution on the Certificates will be made upon
presentation and surrender of Certificates at the office therein designated,
(b) the amount of such final distribution, (c) the location of the office or
agency at which such presentation and surrender must be made, and (d) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
distributions being made

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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 the affected Certificateholders.

      In the event such notice is given, the Master Servicer shall cause all
funds in the Certificate Account to be remitted to the Trustee for deposit in
the Distribution Account on 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.

      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 Certificate Balance thereof plus accrued interest
thereon (or on their Notional Amount, if applicable) in the case of an
interest bearing Certificate 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
responsibilities of the Depositor, each Seller, the Master Servicer and the
Trustee hereunder in accordance with Article IX.

      In the event that any affected Certificateholders shall not surrender
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, 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, 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 created hereunder 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 under Section 9.02, the
      Master Servicer shall prepare and the Trustee, at the expense of the
      "tax matters person," shall adopt a plan of complete

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      liquidation 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, the Trustee shall sell all of the assets of the
      Trust Fund to the Master Servicer 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 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.

      (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.

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                                  ARTICLE X
                           MISCELLANEOUS PROVISIONS

      SECTION 10.01.    Amendment.

      This Agreement may be amended from time to time by the Depositor, each
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, any 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, each 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,
each 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

                                     100
<PAGE>

amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of any Class of Certificates in a manner
other than as described in (i), without the consent of the Holders of
Certificates of such Class evidencing, 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.

                                     101
<PAGE>

      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) Mortgage Loans by the Sellers 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 any 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 each 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.

      Each 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

                                     102
<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 Countrywide, Countrywide Home Loans, Inc., 4500 Park Granada, Calabasas,
California 91302, facsimile number: (818) 225-4053, Attention: David A.
Spector, or such other address as may be hereafter furnished to the Depositor
and the Trustee by Countrywide in writing, (c) in the case of Park Granada,
Park Granada LLC, c/o Countrywide Financial Corporation, 4500 Park Granada,
Calabasas, California 91302, facsimile number: (818) 225-4041, Attention:
David A. Spector or such other address as may be hereafter furnished to the
Depositor and the Trustee by Park Granada in writing, (d) 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, (e) 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 2005-3, or such other address as the
Trustee may hereafter furnish to the Depositor or Master Servicer and (f) 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.

                                     103
<PAGE>

      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.

      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

                                     104
<PAGE>

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 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.

                                  * * * * * *


                                     105
<PAGE>


      IN WITNESS WHEREOF, the Depositor, the Trustee, the Sellers 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:


                             COUNTRYWIDE HOME LOANS, INC.,
                                as a Seller


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


                             PARK GRANADA LLC,
                               as a 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-A
                                  CWMBS, Inc.
                      Mortgage Pass-Through Certificates
                                 Series 2005-3
                Representations and Warranties of Countrywide
                ---------------------------------------------

      Countrywide Home Loans, Inc. ("Countrywide") hereby makes the
representations and warranties set forth in this Schedule II-A 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-A shall
have the meanings ascribed thereto in the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") relating to the above-referenced Series,
among Countrywide, as a seller, Park Granada LLC, as a seller, CWMBS, Inc., as
depositor, Countrywide Home Loans Servicing LP, as master servicer and The
Bank of New York, as trustee.

                  (1) Countrywide is duly organized as a New York corporation
      and is validly existing and in good standing under the laws of the State
      of New York and is duly authorized and qualified to transact any and all
      business contemplated by the Pooling and Servicing Agreement to be
      conducted by Countrywide 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 has the full corporate power and authority
      to sell each Countrywide 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 corporate action on the part of Countrywide 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, enforceable
      against Countrywide 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, the sale of the Countrywide Mortgage Loans by
      Countrywide 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 and will
      not (A) result in a material breach of any term or provision of the
      charter or by-laws of Countrywide 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 Countrywide is a party or by which it may be bound,
      or (C) constitute a material violation of any statute, order or
      regulation applicable to

                                   S-II-A-1
<PAGE>


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

                  (4) Countrywide 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's knowledge, threatened, against Countrywide that would
      materially and adversely affect the execution, delivery or
      enforceability of the Pooling and Servicing Agreement or the ability of
      Countrywide to sell the Countrywide 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 of, or compliance by Countrywide
      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 has obtained the same.

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

                  (8) Countrywide 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 in the
      Trust Fund for as long as such Mortgage Loans are registered with MERS.


                                   S-II-A-2
<PAGE>


                                 SCHEDULE II-B

                                  CWMBS, Inc.

                      Mortgage Pass-Through Certificates

                                 Series 2005-3

                Representations and Warranties of Park Granada
                ----------------------------------------------

      Park Granada LLC ("Park Granada") and Countrywide Home Loans, Inc.
("Countrywide"), each hereby makes the representations and warranties set
forth in this Schedule II-B 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-B shall have the meanings ascribed thereto in the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
relating to the above-referenced Series, among Park Granada, as a seller,
Countrywide, as a seller, Countrywide Home Loans Servicing LP, as master
servicer, CWMBS, Inc., as depositor, and The Bank of New York, as trustee.

            (1) Park Granada is a limited liability company duly formed and
validly existing and in good standing under the laws of the State of Delaware.

            (2) Park Granada has the full corporate power and authority to
sell each Park Granada 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 corporate action
on the part of Park Granada 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 Park
Granada, enforceable against Park Granada 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 Park Granada, the sale of the Park Granada Mortgage Loans by Park
Granada 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 Park Granada and will not (A) result in a
material breach of any term or provision of the certificate of formation or
the limited liability company agreement of Park Granada or (B) materially
conflict with, result in a material breach, violation or acceleration of, or
result in a material default under, the terms of any other material agreement
or instrument to which Park Granada is a party or by which it may be bound, or
(C) constitute a material violation of any statute, order or regulation
applicable to Park Granada of any court, regulatory body, administrative
agency or governmental body having jurisdiction over Park Granada; and Park
Granada 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,

                                   S-II-B-1
<PAGE>


regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair Park
Granada'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 Park Granada's
knowledge, threatened, against Park Granada that would materially and
adversely affect the execution, delivery or enforceability of the Pooling and
Servicing Agreement or the ability of Park Granada to sell the Park Granada
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 Park Granada of, or compliance by Park Granada 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, Park Granada has obtained the same.

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

                                   S-II-B-2
<PAGE>



                                SCHEDULE III-A

                                  CWMBS, Inc.

                      Mortgage Pass-Through Certificates

                                 Series 2005-3

Representations and Warranties of Countrywide as to all of the Mortgage Loans
-----------------------------------------------------------------------------

      Countrywide Home Loans, Inc. ("Countrywide") hereby makes the
representations and warranties set forth in this Schedule III-A to the
Depositor, the Master Servicer and the Trustee, with respect to all of 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-A shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") relating to the
above-referenced Series, among Countrywide, as a seller, Park Granada LLC, as
a 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) [Reserved].

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

            (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.

                                  S-III-A-1
<PAGE>

            (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 Countrywide'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 Countrywide 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 Countrywide 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 Countrywide's knowledge, no claims have been made
under such mortgage title insurance policy and no prior holder of the related
Mortgage, including Countrywide, 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.

            (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

                                  S-III-A-2
<PAGE>

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 Countrywide's knowledge, all of the
improvements which were included for the purpose of determining the Appraised
Value of the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property, and no improvements on adjoining
properties encroach upon the Mortgaged Property.

            (16) To the best of Countrywide's knowledge, no improvement
located on or being part of the Mortgaged Property is in violation of any
applicable zoning law or regulation. To the best of Countrywide's knowledge,
all inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect
to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been made
or obtained from the appropriate authorities, unless the lack thereof would
not have a material adverse effect on the value of such Mortgaged Property,
and the Mortgaged Property is lawfully occupied under applicable law.

            (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 Countrywide's knowledge, all parties to the Mortgage Note and the Mortgage
had legal capacity to execute the Mortgage Note and the Mortgage and each
Mortgage Note and Mortgage have been duly and properly executed by such
parties.

            (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 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.

            (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 Countrywide have been capitalized under the
Mortgage or the related Mortgage Note.

                                  S-III-A-3
<PAGE>

            (23) The origination, underwriting and collection practices used
by Countrywide 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, 2,003 of the Group 1 Mortgage Loans
and none of the Group 2 Mortgage Loans provide for a prepayment charge.

            (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 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 each Mortgaged
Property are covered by a valid and existing hazard insurance policy with a
generally acceptable carrier that provides for fire and extended coverage and
coverage for such other hazards as are customary in the area where the
Mortgaged Property is located in an amount 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 Mortgage Loan and (b) an amount such that the proceeds of such policy
shall be sufficient to prevent the Mortgagor and/or the mortgagee from
becoming a co-insurer. If the Mortgaged Property is a condominium unit, it is
included under the coverage afforded by a blanket policy for the condominium
unit. All such individual insurance policies and all flood policies referred
to in item (29) below contain a standard mortgagee clause naming Countrywide
or the original mortgagee, and its successors in interest, as mortgagee, and
Countrywide has received no notice


                                  S-III-A-4
<PAGE>


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 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 Countrywide'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 Countrywide'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 Countrywide 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 Countrywide'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.

            (35) Any future advances made prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and the secured principal amount, as consolidated, bears a single interest
rate and single repayment term reflected on the Mortgage Loan Schedule. The
consolidated principal amount does not exceed the original principal amount of
the Mortgage Loan. The Mortgage Note does not permit or obligate the Master
Servicer to make future advances to the Mortgagor at the option of the
Mortgagor.

            (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

                                  S-III-A-5
<PAGE>

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'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 the Mortgaged Property or in any loan made on the
security thereof, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan; such appraisal is in a form acceptable to
FNMA and FHLMC.

            (39) None of the Mortgage Loans is a graduated payment mortgage
loan or a growing equity mortgage loan, and none of the Mortgage Loans 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 the related Mortgage Loan.

            (41) The Mortgage Loans were selected from among the outstanding
adjustable-rate one- to four-family mortgage loans in the portfolios of the
Sellers at the Closing Date as to which the representations and warranties
made as to the Mortgage Loans set forth in this Schedule III-A can be made.
Such selection was not made in a manner intended to adversely affect the
interests of Certificateholders.

            (42) Except for 21 of the Group 1 Mortgage Loans and 96 of the
Group 2 Mortgage Loans, each Mortgage Loan has a payment date on or before the
Due Date in the month of the first Distribution Date.

            (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.

                                  S-III-A-6
<PAGE>

            (46) None of the Mortgage Loans is a "high cost" loan as defined
by applicable predatory and abusive lending laws.

            (47) None of the Mortgage Loans 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.).

            (52) No Mortgage Loan is a "High-Cost Home Mortgage Loan" as
defined in the Massachusetts Predatory Home Loan Practices Act effective
November 7, 2004 (Mass. Gen. Laws ch. 183C).

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

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

            (55) No Mortgage Loan in the Trust Fund is a "high cost home,"
"covered" (excluding home loans defined as "covered home loans" pursuant to
the New Jersey Home Ownership Security Act of 2002), "high risk home" or
"predatory" loan under any applicable state, federal or local law (or a
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees).

                                  S-III-A-7
<PAGE>

            (56) No Mortgage Loan originated prior to October 1, 2002 will
impose prepayment penalties for a term in excess of five years after
origination.


                                  S-III-A-8
<PAGE>


                                SCHEDULE III-B

                                  CWMBS, Inc.

                      Mortgage Pass-Through Certificates

                                 Series 2005-3

      Representations and Warranties of Countrywide as to the Countrywide
      -------------------------------------------------------------------
                                Mortgage Loans
                                --------------

      Countrywide Home Loans, Inc. ("Countrywide") hereby makes the
representations and warranties set forth in this Schedule III-B to the
Depositor, the Master Servicer and the Trustee, with respect to the
Countrywide Mortgage Loans that are 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-B shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") relating to the above-referenced Series, among Countrywide, as a
seller, Park Granada LLC, as a seller, Countrywide Home Loans Servicing LP, as
master servicer, CWMBS, Inc., as depositor, and The Bank of New York, as
trustee.

      (1) Immediately prior to the assignment of each Countrywide Mortgage
Loan to the Depositor, Countrywide had good title to, and was the sole owner
of, such Countrywide 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.



                                  S-III-B-1

<PAGE>



                                SCHEDULE III-C

                                  CWMBS, Inc.

                      Mortgage Pass-Through Certificates

                                 Series 2005-3

    Representations and Warranties of Park Granada as to the Park Granada
    ---------------------------------------------------------------------
                                Mortgage Loans
                                --------------

      Park Granada LLC ("Park Granada") hereby makes the representations and
warranties set forth in this Schedule III-C to the Depositor, the Master
Servicer and the Trustee, with respect to the Park Granada Mortgage Loans that
are 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-C shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") relating to the
above-referenced Series, among Countrywide Home Loans, Inc., as a seller, Park
Granada, as a seller, Countrywide Home Loans Servicing LP, as master servicer,
CWMBS, Inc., as depositor, and The Bank of New York, as trustee.

      (1) Immediately prior to the assignment of each Park Granada Mortgage
Loan to the Depositor, Park Granada had good title to, and was the sole owner
of, such Park Granada 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.


                                   S-III-C-1
<PAGE>


                                  SCHEDULE IV

                                  CWMBS, Inc.

                      Mortgage Pass-Through Certificates

                                 Series 2005-3

            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 Sellers 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
Countrywide Home Loans, Inc., as a seller, Park Granada LLC, as a 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

                                    S-IV-1
<PAGE>

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 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's Servicing
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

=============================================================================
                          LOAN LEVEL REPORTING SYSTEM
-----------------------------------------------------------------------------
                              DATABASE STRUCTURE
-----------------------------------------------------------------------------
                                 [MONTH, YEAR]
-----------------------------------------------------------------------------
   Field Number      Field Name      Field Type   Field Width       Dec
-----------------------------------------------------------------------------
     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
=============================================================================
                                    S-VI-1

<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 Sellers, 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, Countrywide Home Loans,
Inc., as a seller ("CHL"), Park Granada LLC, as a seller ("Park Granada" and,
together with CHL, the "Sellers"), 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 Sellers, 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, Countrywide Home Loans, Inc., as a seller ("CHL"), Park Granada
LLC, as a seller ("Park Granada" and, together with CHL, the "Sellers"),
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
Sellers, 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 CERTIFICATE" 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 TRUSTEE 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 Sellers, 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, Countrywide Home Loans, Inc., as a seller ("CHL"), Park Granada
LLC, as a seller ("Park Granada" and together with CHL, the "Sellers"),
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

                                     C-3
<PAGE>

in this Class A-R Certificate if it has actual knowledge that the proposed
transferee is not a 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
Sellers, 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, Countrywide Home Loans,
Inc., as a seller ("CHL"), Park Granada LLC, as a seller ("Park Granada" and,
together with CHL, the "Sellers"), 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 Sellers 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]

[Master Servicer]

[Countrywide]

 ______________________
 ______________________


               Re:  Pooling and Servicing Agreement among
                    CWMBS, Inc., as Depositor, Countrywide
                    Home Loans, Inc. ("Countrywide"), as a
                    Seller, Park Granada LLC, as a Seller,
                    Countrywide Home Loans Servicing LP, as Master
                    Servicer, and The Bank of New York, as Trustee,
                    Mortgage Pass-Through Certificates, Series 200_-_
                    -------------------------------------------------

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 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

                                     F-1
<PAGE>

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.

      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

                     FORM OF DELAY DELIVERY CERTIFICATION


                                    [date]

[Depositor]

[Master Servicer]

[Countrywide]
 ______________________
 ______________________


            Re:   Pooling and Servicing Agreement among
                  CWMBS, Inc., as Depositor, Countrywide
                  Home Loans, Inc., as a Seller ("Countrywide"),
                  Park Granada LLC, as a Seller, Countrywide
                  Home Loans Servicing LP, as Master
                  Servicer, and The Bank of New York, as Trustee,
                  Mortgage Pass-Through Certificates, Series 200_-_
                  -------------------------------------------------
Gentlemen:

      Reference is made to the Initial Certification of Trustee relating to
the above-referenced series, with the schedule of exceptions attached thereto
(the "Schedule A"), delivered by the undersigned, as Trustee, on the Closing
Date in accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"). The undersigned
hereby certifies that, as to each Delay Delivery Mortgage Loan listed on
Schedule A attached hereto (other than any Mortgage Loan paid in full or
listed on Schedule B attached hereto) 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, 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];

                                     G-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 [month] 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 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
and Borrower Identification Mortgage Loan Schedule] or (ii) the
collectibility, insurability, effectiveness or suitability of any such
Mortgage Loan.

                                     G-2
<PAGE>

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

                                    THE BANK OF NEW YORK,
                                      as Trustee


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



                                     G-3
<PAGE>


                                   EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF TRUSTEE


                                    [date]


[Depositor]

[Master Servicer]

[Countrywide]
 ______________________
 ______________________


             Re:    Pooling and Servicing Agreement among
                    CWMBS, Inc., as Depositor, Countrywide
                    Home Loans, Inc., as Seller ("Countrywide"),
                    Park Granada LLC, as a Seller, Countrywide
                    Home Loans Servicing LP, as Master
                    Servicer, and The Bank of New York, as Trustee,
                    Mortgage Pass-Through Certificates, Series 200_-_
                    -------------------------------------------------

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, 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

                                     H-1
<PAGE>

            MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of
            recording indicated thereon, or a copy of the Mortgage certified
            by the public recording office in which such Mortgage has been
            recorded];

      (iii) in the case of each Mortgage Loan that is not a MERS Mortgage
            Loan, a duly executed assignment of the Mortgage to "The Bank of
            New York, as trustee under the Pooling and Servicing Agreement
            dated as of [month] 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.

                                     H-2
<PAGE>

      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
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"), Countrywide Home Loans, Inc., as a seller, Park Granada LLC, as
a seller, Countrywide Home Loans Servicing LP, as master servicer and The Bank
of New York, as Trustee. Capitalized terms used, but not defined herein or in
Exhibit 1 hereto, shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this
affidavit on behalf of the Transferee.

      2. The Transferee is, 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


                                     I-6
<PAGE>

      Certificate that was in fact not a Permitted Transferee at the time it
      became a Holder or, at such subsequent time as it became other than a
      Permitted Transferee, all payments made on such Class A-R Certificate at
      and after either such time. Any such payments so recovered by the
      Trustee shall be paid and delivered by the Trustee to the last preceding
      Permitted Transferee of such Certificate.

            (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, Countrywide Home Loans, Inc., as a
Seller, Park Granada LLC, as a 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 [month] 1, 2005, among
            Countrywide Home Loans, Inc., as a Seller, Park Granada LLC, as a
            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.

      ----------------------------------------------------------------
              Standard & Poor's High-Cost Loan Categorization
      ----------------------------------------------------------------
      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
      ----------------------------------------------------------------
                                  Ordinance No. 72-2003 (PSH), Mun.
      Cleveland Heights, Ohio     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 Act, Conn. Gen.
      Connecticut                 Stat. ss.ss. 36a-746 et seq. Effective
                                 Oct. 1, 2001
      ----------------------------------------------------------------
                                  Home Loan Protection Act, D.C.
                                  Code ss.ss. 26-1151.01 et seq.
      District of Columbia        Effective for loans closed on or
                                  after Jan. 28, 2003
      ----------------------------------------------------------------
                                  Fair Lending Act, Fla. Stat. Ann.
      Florida                     ss.ss. 494.0078 et seq. Effective Oct.
                                    2, 2002
      ----------------------------------------------------------------
                                  Georgia Fair Lending Act, Ga. Code
      Georgia (Oct. 1, 2002 -     Ann. ss.ss. 7-6A-1 et seq. Effective
      March 6, 2003)              Oct. 1, 2002-March 6, 2003
      ----------------------------------------------------------------
                                  Georgia Fair Lending Act, Ga. Code
      Georgia as amended          Ann. ss.ss. 7-6A-1 et seq. Effective
      (March 7, 2003 -            for loans closed on or after March
      current)                    7, 2003
      ----------------------------------------------------------------
                                  Home Ownership and Equity Protection Act of
                                  1994, 15 U.S.C.
      HOEPA Section 32            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 (prior
      Illinois                    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. Rev. Stat. ss.ss.
      Kentucky                    360.100 et seq. Effective June 24,
                                  2003
      ----------------------------------------------------------------
                                  Truth in Lending, Me. Rev. Stat.
                                  tit. 9-A, ss.ss. 8-101 et seq.
      Maine                       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. and 209 C.M.R. ss.ss.
      Massachusetts               40.01 et seq. Effective March 22,
                                  2001, and amended from time to time
      ----------------------------------------------------------------
                                  Assembly Bill No. 284, Nev. Rev.
      Nevada                      Stat. ss.ss. 598D.010 et seq.
                                  Effective Oct. 1, 2003
      ----------------------------------------------------------------
                                  New Jersey Home Ownership Security
                                  Act of 2002, N.J. Rev. Stat. ss.ss.
      New Jersey                  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. 58-21A-1 et seq.
      New Mexico                  Effective as of Jan. 1, 2004;
                                  Revised as of Feb. 26, 2004
      ----------------------------------------------------------------
                                  N.Y. Banking Law Article 6-l.
      New York                    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. Effective
      North Carolina              July 1, 2000; amended October 1,
                                  2003 (adding open-end lines of
                                  credit)
      ----------------------------------------------------------------
                                  H.B. 386 (codified in various sections of
                                  the Ohio Code), Ohio
      Ohio                        Rev. Code Ann. ss.ss. 1349.25 et seq.
                                  Effective May 24, 2002
      ----------------------------------------------------------------
                                  Consumer Credit Code (codified in various
                                  sections of Title 14A).
      Oklahoma                    Effective July 1, 2000; amended
                                  effective Jan. 1, 2004
      ----------------------------------------------------------------
                                  South Carolina High Cost and
                                  Consumer Home Loans Act, S.C. Code
      South Carolina              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
      ----------------------------------------------------------------

      ----------------------------------------------------------------
               Standard & Poor's Covered Loan Categorization
      ----------------------------------------------------------------
      State/jurisdiction          Name of Anti-Predatory Lending
                                  Law/Effective Date
      ----------------------------------------------------------------
                                  Georgia Fair Lending Act, Ga. Code
      Georgia (Oct. 1, 2002 -     Ann. ss.ss. 7-6A-1 et seq. Effective
      March 6, 2003)              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
      ----------------------------------------------------------------


                                     Q-2
<PAGE>



      ----------------------------------------------------------------
                Standard & Poor's Home Loan Categorization
        ----------------------------------------------------------------
        State/           Name of Anti-Predatory Lending  Category
        jurisdictio      Law/Effective Date              under
                                                         applicable
                                                         anti-predatory
                                                         lending law
        ----------------------------------------------------------------
        Georgia (Oct.    Georgia Fair Lending Act, Ga.       Home Loan
        1, 2002- March   Code Ann. ss.ss. 7-6A-1 et seq.
        6, 2003)         Effective Oct. 1, 2002-March
                         6, 2003
        ----------------------------------------------------------------
                         New Jersey Home Ownership           Home Loan
                         Security Act of 2002, N.J.
                         Rev. Stat. ss.ss. 46:10B-22 et
        New Jersey       seq. Effective for loans
                         closed on or after Nov. 27,
                         2003
        ----------------------------------------------------------------
                         Home Loan Protection Act, N.M.      Home Loan
                         Rev. Stat. ss.ss. 58-21A-1 et seq.
        New Mexico       Effective as of Jan. 1, 2004;
                         revised as of Feb. 26, 2004
        ----------------------------------------------------------------
                         Restrictions and Limitations        Consumer Home
                         on High Cost Home Loans, N.C.       Loan
                         Gen. Stat. ss.ss. 24-1.1E et seq.
        North Carolina   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 Loans Act, S.C.       Loan
                         Code Ann. ss.ss. 37-23-10 et seq.
                         Effective for loans taken on
                         or after Jan. 1, 2004
        ----------------------------------------------------------------



                                     Q-3
<PAGE>



                                   EXHIBIT R

                          FORM OF NOVATION AGREEMENT
                          [On file with the Trustee.]


                                     R-1
<PAGE>

[Computational Materials to come]