<PAGE>

                                                                     EXHIBIT 4.1

                                  CWMBS, INC.,

                                    Depositor

                         [COUNTRYWIDE HOME LOANS, INC.],

                                     Seller

                     [COUNTRYWIDE HOME LOANS SERVICING LP],

                                 Master Servicer

                                       and

                             [THE BANK OF NEW YORK],

                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT

                             Dated as of      , 2003

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


                      CHL MORTGAGE PASS-THROUGH TRUST 2003-

                MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       ----
<S>                                                                                                   <C>
                                    ARTICLE I
                                   DEFINITIONS

                                   ARTICLE II

          CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

SECTION 2.01.   Conveyance of Mortgage Loans............................................................II-1
SECTION 2.02.   Acceptance by Trustee of the Mortgage Loans.............................................II-4
SECTION 2.03.   Representations, Warranties and Covenants of the Seller and  Master Servicer............II-6
SECTION 2.04.   Representations and Warranties of the Depositor as to the Mortgage Loans................II-7
SECTION 2.05.   Delivery of Opinion of Counsel in Connection with Substitutions.........................II-8
SECTION 2.06.   Execution and Delivery of Certificates..................................................II-8
SECTION 2.07.   REMIC Matters...........................................................................II-8
SECTION 2.08.   Covenants of the Master Servicer........................................................II-9

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 3.01.   Master Servicer to Service Mortgage Loans..............................................III-1
SECTION 3.02.   Subservicing; Enforcement of the Obligations of Servicers..............................III-2
SECTION 3.03.   Rights of the Depositor and the Trustee in Respect of the Master Servicer..............III-2
SECTION 3.04.   Trustee to Act as Master Servicer......................................................III-2
SECTION 3.05.   Collection of Mortgage Loan Payments; Certificate Account; Distribution Account........III-3
SECTION 3.06.   Collection of Taxes, Assessments and Similar Items; Escrow Accounts....................III-5
SECTION 3.07.   Access to Certain Documentation and Information Regarding the Mortgage Loans...........III-6
SECTION 3.08.   Permitted Withdrawals from the Certificate Account and the Distribution Account........III-6
SECTION 3.09.   Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies.............III-8
SECTION 3.10.   Enforcement of Due-on-Sale Clauses; Assumption Agreements..............................III-9
SECTION 3.11.   Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.......III-10
SECTION 3.12.   Trustee to Cooperate; Release of Mortgage Files.......................................III-13
SECTION 3.13.   Documents, Records and Funds in Possession of Master Servicer to be Held for the
                Trustee...............................................................................III-14
SECTION 3.14.   Servicing Compensation................................................................III-14
SECTION 3.15.   Access to Certain Documentation.......................................................III-14
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>                                                                                                   <C>
SECTION 3.16.   Annual Statement as to Compliance.....................................................III-15
SECTION 3.17.   Annual Independent Public Accountants' Servicing Statement; Financial Statements......III-15
SECTION 3.18.   Errors and Omissions Insurance; Fidelity Bonds........................................III-16

                                   ARTICLE IV

                DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

SECTION 4.01.   Advances................................................................................IV-1
SECTION 4.02.   Priorities of Distribution..............................................................IV-1
SECTION 4.03.   [Reserved]..............................................................................IV-5
SECTION 4.04.   Allocation of Realized Losses...........................................................IV-5
SECTION 4.05.   [Reserved]..............................................................................IV-6
SECTION 4.06.   Monthly Statements to Certificateholders................................................IV-6
SECTION 4.07.   Determination of Pass-Through Rates for COFI Certificates...............................IV-7
SECTION 4.08.   Determination of Pass-Through Rates for LIBOR Certificates..............................IV-8

                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01.   The Certificates.........................................................................V-1
SECTION 5.02.   Certificate Register; Registration of Transfer and Exchange of Certificates..............V-1
SECTION 5.03.   Mutilated, Destroyed, Lost or Stolen Certificates........................................V-5
SECTION 5.04.   Persons Deemed Owners....................................................................V-5
SECTION 5.05.   Access to List of Certificateholders' Names and Addresses................................V-6
SECTION 5.06.   Maintenance of Office or Agency..........................................................V-6

                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

SECTION 6.01.   Respective Liabilities of the Depositor and the Master Servicer.........................VI-1
SECTION 6.02.   Merger or Consolidation of the Depositor or the Master Servicer.........................VI-1
SECTION 6.03.   Limitation on Liability of the Depositor, the Seller, the Master Servicer and
                Others..................................................................................VI-1
SECTION 6.04.   Limitation on Resignation of Master Servicer............................................VI-2

                                   ARTICLE VII

                                     DEFAULT

SECTION 7.01.   Events of Default......................................................................VII-1
SECTION 7.02.   Trustee to Act; Appointment of Successor...............................................VII-2
SECTION 7.03.   Notification to Certificateholders.....................................................VII-3

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

SECTION 8.01.   Duties of Trustee.....................................................................VIII-1
SECTION 8.02.   Certain Matters Affecting the Trustee.................................................VIII-1
SECTION 8.03.   Trustee Not Liable for Certificates or Mortgage Loans.................................VIII-2
SECTION 8.04.   Trustee May Own Certificates..........................................................VIII-3
</TABLE>



                                       ii
<PAGE>

<TABLE>
<S>                                                                                                   <C>
SECTION 8.05.   Trustee's Fees and Expenses...........................................................VIII-3
SECTION 8.06.   Eligibility Requirements for Trustee..................................................VIII-3
SECTION 8.07.   Resignation and Removal of Trustee....................................................VIII-4
SECTION 8.08.   Successor Trustee.....................................................................VIII-4
SECTION 8.09.   Merger or Consolidation of Trustee....................................................VIII-5
SECTION 8.10.   Appointment of Co-Trustee or Separate Trustee.........................................VIII-5
SECTION 8.11.   Tax Matters...........................................................................VIII-6
SECTION 8.12.   [Reserved]............................................................................VIII-7

                                   ARTICLE IX
                                   TERMINATION

SECTION 9.01.   Termination upon Liquidation or Purchase of all Mortgage Loans..........................IX-1
SECTION 9.02.   Final Distribution on the Certificates..................................................IX-1
SECTION 9.03.   Additional Termination Requirements.....................................................IX-2

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

SECTION 10.01.  Amendment................................................................................X-1
SECTION 10.02.  Recordation of Agreement; Counterparts...................................................X-2
SECTION 10.03.  Governing Law............................................................................X-2
SECTION 10.04.  Intention of Parties.....................................................................X-2
SECTION 10.05.  Notices..................................................................................X-3
SECTION 10.06.  Severability of Provisions...............................................................X-4
SECTION 10.07.  Assignment...............................................................................X-4
SECTION 10.08.  Limitation on Rights of Certificateholders...............................................X-4
SECTION 10.09.  Inspection and Audit Rights..............................................................X-5
SECTION 10.10.  Certificates Nonassessable and Fully Paid................................................X-5
SECTION 10.11.  [Reserved]...............................................................................X-5
SECTION 10.12.  Protection of Assets.....................................................................X-5


                                    SCHEDULES

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

                                    EXHIBITS

Exhibit A:   Form of Senior Certificate (excluding Notional Amount Certificates).........................A-1
Exhibit B:   Form of Subordinated Certificate............................................................B-1
Exhibit C:   Form of Class A-R Certificate...............................................................C-1
Exhibit D:   Form of Notional Amount Certificate.........................................................D-1
Exhibit E:   Form of Reverse of Certificates.............................................................E-1
Exhibit F-1: Form of Initial Certification of Trustee (Mortgage Loans)...................................F-1
</TABLE>



                                      iii
<PAGE>

<TABLE>
<S>                                                                                                   <C>
Exhibit F-2: [Reserved]..................................................................................F-2
Exhibit G-1: Form of Delay Delivery Certification of Trustee (Mortgage Loans)............................G-1
Exhibit G-2: [Reserved]..................................................................................G-2
Exhibit H-1: Form of Final Certification of Trustee (Mortgage Loans).....................................H-1
Exhibit H-2: [Reserved]..................................................................................H-2
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
</TABLE>



                                       iv
<PAGE>
               THIS POOLING AND SERVICING AGREEMENT, dated as of      , 2003,
among CWMBS, INC., a Delaware corporation, as depositor (the "Depositor"),
[COUNTRYWIDE HOME LOANS, INC.], a [New York corporation], as seller (the
"Seller"), [COUNTRYWIDE HOME LOANS SERVICING LP], a [Texas limited partnership],
as master servicer (the "Master Servicer"), and [THE BANK OF NEW YORK], a
[banking corporation organized under the laws of the State of New York], as
trustee (the "Trustee").

                                 WITNESSETH THAT

               In consideration of the mutual agreements herein contained, the
parties hereto 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 be treated, for federal income tax
purposes, as a single real estate mortgage investment conduit (the "REMIC"). The
Certificates will represent the entire beneficial ownership interest in the
REMIC. The Classes of Certificates that are designated as the Regular
Certificates will constitute Regular Interests in the REMIC. The Class A-R
Certificates will represent the sole Class of Residual Interests in the REMIC.
The "latest possible maturity date", for federal income tax purposes, of all
Regular Interests created hereby will be the Latest Possible Maturity Date.

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

<TABLE>
<CAPTION>
===================== =================== ================== =============== ====================
                                                                             Integral Multiples
                         Initial Class      Pass-Through        Minimum         in Excess of
 Class Designation    Certificate Balance Rate (per annum)    Denomination         Minimum
===================== =================== ================== =============== ====================
<S>                   <C>                 <C>                <C>             <C>
 Class A-1               $                           %           $25,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class A-2               $                           %           $25,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class A-3               $                           %           $25,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class A-4               $                           %           $25,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class A-5               $                           %           $25,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class A-6               $                           %           $25,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class A-7               $                           %           $25,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class PO                $                       (1)             $25,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class A-R(2)            $                           %            (3)                (3)
--------------------- ------------------- ------------------ --------------- --------------------
 Class M                 $                           %           $25,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class B-1               $                           %           $25,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class B-2               $                           %           $25,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class B-3               $                           %          $100,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class B-4               $                           %          $100,000.00      $1,000.00
--------------------- ------------------- ------------------ --------------- --------------------
 Class B-5               $                           %          $100,000.00      $1,000.00
===================== =================== ================== =============== ====================
</TABLE>

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

(1)     The Class PO Certificates will be Principal Only Certificates and will
        not receive any distributions of interest.

(2)     The Class A-R Certificate evidences the sole class of residual interest
        in the REMIC.


<PAGE>

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



                                       2
<PAGE>

Set forth below are designations of Classes of Certificates to the categories
used herein:

Accretion Directed Certificates ....None.

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

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

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

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

Component Certificates .............None.

Components .........................For purposes of calculating distributions of
                                    principal and/or interest, the Component
                                    Certificates, if any, will be comprised of
                                    multiple payment components having the
                                    designations, Initial Component Balances or
                                    Notional Amounts and Pass-Through Rates set
                                    forth below:

<TABLE>
<CAPTION>
                                                    Initial
                                                   Component
                                    Designation     Balance    Pass-Through Rate
                                    -----------     -------    -----------------
<S>                                 <C>            <C>         <C>
                                        N/A           N/A             N/A
</TABLE>

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

ERISA-Restricted Certificates ......The Residual Certificates and Private
                                    Certificates; until an ERISA-Qualifying
                                    Underwriting has occurred with respect to
                                    such Class, the [Class PO] Certificates; and
                                    any Certificate of a Class that ceases to
                                    satisfy the applicable rating requirement
                                    under the Underwriter's Exemption.

Floating Rate Certificates .........None.

Inverse Floating Rate Certificates .None.

LIBOR Certificates .................None.

Non-Delay Certificates .............None.

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

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

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

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

Principal Only Certificates ........Class PO Certificates.



                                       3
<PAGE>

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

Rating Agencies ....................            and             .

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

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

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

Senior Certificates ................Class A-1, Class A-2, Class A-3, Class A-4,
                                    Class A-5, Class A-6, Class A-7, Class PO
                                    and Class A-R Certificates.

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

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

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



                                       4
<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
and any Distribution Date prior to the Accrual Termination Date, the amount
allocable to interest on such Class of Accrual Certificates with respect to such
Distribution Date pursuant to Section 4.02(a)(ii).

               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 Basic 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 sum of (x) with
respect to each Lender PMI Mortgage Loan, the interest premium charged by the
related lender for the related Primary Insurance Policy and (y) the sum of the
Trustee Fee Rate and the Basic Master Servicing Fee Rate. For purposes of
determining whether any Substitute Mortgage Loan is a Discount Mortgage Loan or
a Non-Discount Mortgage Loan and for purposes of calculating the applicable PO
Percentage, the applicable Non-PO Percentage, and the related Excess Master
Servicing Fee, each Substitute Mortgage Loan shall be deemed to have an Adjusted
Net Mortgage Rate equal to the Adjusted Net Mortgage Rate of the Deleted
Mortgage Loan for which it is substituted.

               Advance: 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 Basic Master Servicing Fee and net of any net income in the
case of any REO Property and, for so long as [Countrywide Home Loans Servicing
LP] is the Master Servicer, the related Excess Master Servicing Fee) on the
Mortgage Loans that were due on the related Due Date and not received as of the
close of business on the related Determination Date, 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 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.



                                      I-1
<PAGE>

               Agreement: This Pooling and Servicing Agreement and all
amendments or supplements hereto.

               Allocable Share: As to any Distribution Date and any Mortgage
Loan (i) with respect to Class PO Certificates, zero, and (ii) with respect to
each other Class of Certificates, the product of (a) the lesser of (I) the ratio
that the Required Coupon bears to the Adjusted Mortgage Rate of such Mortgage
Loan and (II) one, multiplied by (b) the ratio that the amount calculated with
respect to such Distribution Date for such Class 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 amount
calculated with respect to such Distribution Date for each Class of Certificates
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)).

               Amount Available for Senior Principal: As to any Distribution
Date, Available Funds for such Distribution Date, reduced by the aggregate
amount distributable (or allocable to the Accrual Amount, if applicable) on such
Distribution Date in respect of interest on the Senior Certificates pursuant to
Section 4.02(a)(ii).

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

               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
90% 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 90%, 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.

               Available Funds: As to any Distribution Date, the sum of (a) the
aggregate amount held in the Certificate Account at the close of business on the
related Determination Date net of the 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) and amounts permitted to
be withdrawn from the Distribution Account pursuant to clauses (i)--(iii)
inclusive of Section 3.08(b), (b) the amount of the related Advance and (c) in
connection with Defective Mortgage Loans, as applicable, the aggregate of the
Purchase Prices and Substitution Adjustment Amounts deposited on the related
Distribution Account Deposit Date.

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



                                      I-2
<PAGE>

               Bankruptcy Coverage Termination Date: The point in time at which
the Bankruptcy Loss Coverage Amount is reduced to zero.

               Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the Master Servicer
has notified the Trustee in writing that the Master Servicer is diligently
pursuing any remedies that may exist in connection with the related Mortgage
Loan and either (A) the related Mortgage Loan is not in default with regard to
payments due thereunder or (B) delinquent payments of principal and interest
under the related Mortgage Loan and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer,
in either case without giving effect to any Debt Service Reduction or Deficient
Valuation.

               Bankruptcy Loss Coverage Amount: As of any Determination Date,
the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Coverage
Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to
the Certificates since the Cut-off Date and (ii) any permissible reductions in
the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating
Agency to the Trustee to the effect that any such reduction will not result in a
downgrading of the then current ratings assigned to the Classes of Certificates
rated by it.

               Basic 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 Basic 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.

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

               Blanket Mortgage: The mortgage or mortgages encumbering the
Cooperative Property.

               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 State of California 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.

               Certificate: Any one of the Certificates executed by the Trustee
in substantially the forms attached hereto 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 "[Countrywide Home Loans,
Inc.] in trust for the registered holders of CHL Mortgage Pass-Through Trust
2003-   , Mortgage Pass-Through Certificates, Series 2003-   ."

               Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the Denomination thereof (A)
minus the sum of (i) all distributions of principal previously made with respect
thereto and (ii) all Realized Losses allocated thereto and, in the case of any
Subordinated Certificates, all



                                      I-3
<PAGE>

other reductions in Certificate Balance previously allocated thereto pursuant to
Section 4.03 and (B) in the case of any Class of Accrual Certificates, increased
by the Accrual Amount added to the Class Certificate Balance of such Class prior
to such date.

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

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

               Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register, 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
hereof (other than the second sentence of Section 10.01 hereof) that requires
the consent of the Holders of Certificates of a particular Class as a condition
to the taking of any action hereunder. The Trustee is entitled to rely
conclusively on a certification of the Depositor or any affiliate of the
Depositor in determining which Certificates are registered in the name of an
affiliate of the Depositor.

               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 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, with respect to any interest
bearing Component, any Component thereof, the sum of (i) one month's interest
accrued during the related Interest Accrual Period at the Pass-Through Rate for
such Class on the related Class Certificate Balance, Component Balance or
Notional Amount, as applicable, subject to reduction as provided in Section
4.02(d) and (ii) any Class Unpaid Interest Amounts for such Class or Component.

               Class PO Deferred Amount: As to any Distribution Date, the
aggregate of the applicable PO Percentage of each Realized Loss, other than any
Excess Loss, to be allocated to the Class PO Certificates on such Distribution
Date on or prior to the Senior Credit Support Depletion Date or previously
allocated to the Class PO Certificates and not yet paid to the Holders of the
Class PO Certificates.

               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 immediately prior to such Distribution Date of all
Classes of Certificates.



                                      I-4
<PAGE>

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

               Closing Date:                  , 2003.

               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.

               Component:  As specified in the Preliminary Statement.

               Component Balance: With respect to any Component and any
Distribution Date, the Initial Component Balance thereof on the Closing Date,
less all amounts applied in reduction of the principal balance of such Component
and Realized Losses allocated thereto on previous Distribution Dates.

               Component Certificates: As specified in the Preliminary
Statement.

               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.

               Coop Shares: Shares issued by a Cooperative Corporation.

               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 2003-   , 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.]

               Cut-off Date:               , 2003.

               Cut-off Date Pool Principal Balance:  $                      .



                                      I-5
<PAGE>
               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 which 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 which is required to
be repurchased pursuant to Section 2.02 or 2.03.

               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)
hereof.

               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. The number of Delay Delivery Mortgage Loans shall not exceed 50%
of the aggregate number of Mortgage Loans as of the Closing Date. To the extent
that [Countrywide Home Loans Servicing LP] 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 provided in Section 2.01, [Countrywide
Home Loans Servicing LP] 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) hereof.

               Denomination: With respect to each Certificate, the amount set
forth on the face thereof 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.



                                      I-6
<PAGE>

               Determination Date: As to any Distribution Date, the   nd day of
each month or if such nd day is not a Business Day the next preceding Business
Day; provided, however, that if such nd 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 which is two
Business Days preceding such Distribution Date.

               Discount Mortgage Loan: Any Mortgage Loan with an Adjusted Net
Mortgage Rate that is less than the Required Coupon.

               Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of the Trustee
for the benefit of the Certificateholders and designated "[The Bank of New York]
in trust for registered holders of CHL Mortgage Pass-Through Trust 2003-    ,
Mortgage Pass-Through Certificates, Series 2003-    ." 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    th day of each calendar month after
the initial issuance of the Certificates, or if such     th day is not a
Business Day, the next succeeding Business Day, commencing in            , 2003.

               Due Date: With respect to any Distribution Date, the first day of
the month in which the related Distribution Date occurs.

               Eligible Account: Any of (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of Moody's or Fitch and one of the two highest short-term
ratings of S&P, if 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 hereof.

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

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

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



                                      I-7
<PAGE>

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

               Event of Default: As defined in Section 7.01 hereof.

               Excess Loss: The amount of any (i) Fraud Loss realized after the
Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss realized after
the Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss realized
after the Bankruptcy Coverage Termination Date.

               Excess Master Servicing Fee: As to any Distribution Date, the
Excess Master Servicing Fee Amount.

               Excess Master Servicing Fee Amount: As to each Non-Discount
Mortgage Loan and any Distribution Date, an amount payable out of each full
payment of interest received on such Mortgage Loan equal to [one-twelfth of] the
related Excess Master Servicing Fee Rate multiplied by the Stated Principal
Balance of such Mortgage Loan.

               Excess Master Servicing Fee Rate: As to any Non-Discount Mortgage
Loan, the excess of (x) the Adjusted Net Mortgage Rate of such Non-Discount
Mortgage Loan over (y) the Required Coupon. As to any Discount Mortgage Loan,
0.00%.

               Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the amount, if any, by which the sum of any Liquidation Proceeds of such
Mortgage Loan received in the calendar month in which such Mortgage Loan became
a Liquidated 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 Rate: As to each Mortgage Loan, the sum of the Basic
Master Servicing Fee Rate, the Excess Master Servicing Fee Rate and the Trustee
Fee Rate.

               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 thereto.

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

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

               Fitch: Fitch Ratings, 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 Ratings, 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.



                                      I-8
<PAGE>

               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 thereto.

               Fraud Loan: A Liquidated Mortgage Loan as to which a Fraud Loss
has occurred.

               Fraud Loss Coverage Amount: As of the Closing Date, $
subject to reduction from time to time, by the amount of Fraud Losses allocated
to the Certificates. In addition, on each anniversary of the Cut-off Date, the
Fraud Loss Coverage Amount will be reduced as follows: (a) on the [first,
second, third and fourth] anniversaries of the Cut-off Date, to an amount equal
to the lesser of (i) [1]% of the then current Pool Stated Principal Balance and
(ii) the excess of the Fraud Loss Coverage Amount as of the preceding
anniversary of the Cut-off Date over the cumulative amount of Fraud Losses
allocated to the Certificates since such preceding anniversary; and (b) on the
fifth anniversary of the Cut-off Date, to zero.

               Fraud Loss Coverage Termination Date: The point in time at which
the Fraud Loss Coverage Amount is reduced to zero.

               Fraud Losses: Realized Losses on Mortgage Loans as to which a
loss is sustained by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including a loss
by reason of the denial of coverage under any related Primary Insurance Policy
because of such fraud, dishonesty or misrepresentation.

               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 Bankruptcy Coverage Amount:  $                  .

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

               Initial Component 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.

               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, the calendar month prior to the month of such Distribution Date.
With respect to any Class of Non-Delay Certificates, the one month period
commencing on the   th day of the month preceding the month in which such
Distribution Date occurs (other than the first Distribution Date, for which it
is the Closing Date) and ending on the   th day of the month in which such
Distribution Date occurs.]



                                      I-9
<PAGE>

               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 borrower) acquires the Primary Insurance Policy and
charges the related borrower 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) which 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 Basic Master Servicing Fees,
Servicing Advances and Advances.

               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 such
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: Not applicable.

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

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



                                      I-10
<PAGE>

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

               MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the
MERS 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.

               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
hereof pertaining to a particular Mortgage Loan and any additional documents
delivered to the Trustee to be added to the Mortgage File pursuant to this
Agreement.

               Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to the provisions hereof as from time to time
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 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 hereto as
Schedule I, setting forth the following information with respect to each
Mortgage Loan:

               (i) the loan number;

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

               (iii) the maturity date;

               (iv) the original principal balance;

               (v) the Cut-off Date Principal Balance;



                                      I-11
<PAGE>

               (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 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;

               (xii) [reserved];

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

               (xiv) the purpose for the Mortgage Loan;

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

               (xvi) [reserved]; and

               (xvii) a code indicating whether the Mortgage Loan is a MERS
               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.

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

               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 Prepayment Interest Shortfalls: As to any Distribution Date,
the amount by which the aggregate of Prepayment Interest Shortfalls during the
related Prepayment Period exceeds an amount



                                      I-12
<PAGE>

equal to [one-half of] the aggregate Basic Master Servicing Fee for such
Distribution Date before reduction of the Basic Master Servicing Fee in respect
of such Prepayment Interest Shortfalls.

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

               Non-Discount Mortgage Loan: Any Mortgage Loan with an Adjusted
Net Mortgage Rate that is greater than or equal to the Required Coupon.

               Non-PO Formula Principal Amount: As to any Distribution Date, the
sum of the applicable Non-PO Percentage of (a) the principal portion of each
Scheduled Payment (without giving effect, prior to the Bankruptcy Coverage
Termination Date, to any reductions thereof caused by any Debt Service
Reductions or Deficient Valuations) due on each Mortgage Loan on the related Due
Date, (b) the Stated Principal Balance of each Mortgage Loan that was
repurchased by the Seller or the Master Servicer pursuant to this Agreement as
of such Distribution Date, (c) the Substitution Adjustment Amount in connection
with any Deleted Mortgage Loan received with respect to such Distribution Date,
(d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of
principal of Mortgage Loans 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 that became a Liquidated Mortgage Loan during
the calendar month preceding the month of such Distribution Date, the amount of
the Liquidation Proceeds allocable to principal received during the calendar
month preceding the month of such Distribution Date with respect to such
Mortgage Loan and (f) all Principal Prepayments received during the related
Prepayment Period.

               Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage) the numerator of which is the Adjusted Net Mortgage
Rate of such Discount Mortgage Loan and the denominator of which is the Required
Coupon. As to any Non-Discount Mortgage Loan, 100%.

               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.



                                      I-13
<PAGE>

               Opinion of Counsel: A written opinion of counsel, who may be
counsel for the Depositor 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 and the Master Servicer, (ii) not have
any direct financial interest in the Depositor or the Master Servicer or in any
affiliate of either, and (iii) not be connected with the Depositor or the Master
Servicer as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

               Optional Termination: The termination of the trust created
hereunder in connection with the purchase of the Mortgage Loans pursuant to
Section 9.01(a) hereof.

               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            %
               Class B-1          %
               Class B-2          %
               Class B-3          %
               Class B-4          %
               Class B-5          %

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

               Original Subordinate Principal Balance: 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 of the month 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 such Due Date and which did not become a
Liquidated Mortgage Loan prior to such Due Date.

               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.



                                      I-14
<PAGE>

               Pass-Through Rate: For any interest bearing Class of Certificates
or Component, the per annum rate set forth or calculated in the manner described
in the Preliminary Statement.

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

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

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

               (ii) general obligations of or obligations guaranteed by any
               state of the United States or the District of Columbia receiving
               the highest long-term debt rating of each Rating Agency, or such
               lower rating as will not result in the downgrading or withdrawal
               of the ratings then assigned to the Certificates by each Rating
               Agency;

               (iii) commercial or finance company paper which is then receiving
               the highest commercial or finance company paper rating of each
               Rating Agency, or such lower rating as will not result in the
               downgrading or withdrawal of the ratings then assigned to the
               Certificates by each Rating Agency;

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

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

               (vi) units of a taxable money-market portfolio having the highest
               rating assigned by each Rating Agency (except if Fitch is a
               Rating Agency and has not rated the portfolio, the highest rating
               assigned by Moody's) and restricted to obligations issued or
               guaranteed by the United States of America or entities whose
               obligations are backed by the full faith and credit of the United
               States of America and repurchase agreements collateralized by
               such obligations; and

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



                                      I-15
<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)(l) 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 the REMIC hereunder 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,
limited liability company, association, 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.

               PO Formula Principal Amount: As to any Distribution Date, the sum
of the applicable PO Percentage of (a) the principal portion of each Scheduled
Payment (without giving effect, prior to the Bankruptcy Coverage Termination
Date, to any reductions thereof caused by any Debt Service Reductions or
Deficient Valuations) due on each Mortgage Loan on the related Due Date, (b) the
Stated Principal Balance of each Mortgage Loan that was repurchased by the
Seller or the Master Servicer pursuant to this Agreement as of such Distribution
Date, (c) the Substitution Adjustment Amount in connection with any Deleted
Mortgage Loan received with respect to such Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of principal of
Mortgage Loans that are not yet Liquidated Mortgage Loans received during the
calendar month preceding the month of such



                                      I-16
<PAGE>

Distribution Date, (e) with respect to each Mortgage Loan that became a
Liquidated Mortgage Loan during the calendar month preceding the month of the
Distribution Date, the amount of Liquidation Proceeds allocable to principal
received during the calendar month preceding the month of the Distribution Date
with respect to such Mortgage Loan and (f) all Principal Prepayments received
during the related Prepayment Period.

               PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage) the numerator of which is the excess of the Required
Coupon over the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and
the denominator of which is the Required Coupon. As to any Non-Discount Mortgage
Loan, 0%.

               Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans which were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.

               [Prepayment Interest Excess: As to any Principal Prepayment
received by the Master Servicer from the first day through the fifteenth day of
any calendar month (other than the calendar month in which the Cut-off Date
occurs), all amounts paid by the related Mortgagor in respect of interest on
such Principal Prepayment. All Prepayment Interest Excess shall be paid to the
Master Servicer as additional master servicing compensation.]

               Prepayment Interest Shortfall: [As to any Distribution Date,
Mortgage Loan and 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 the Cut-off Date) 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
Basic Master Servicing Fee Rate and, so long as [Countrywide Home Loans
Servicing LP] is the Master Servicer, the related Excess Master Servicing Fee
Rate, on such Principal Prepayment exceeds the amount of interest paid in
connection with such Principal Prepayment.]

               Prepayment Period: [As to any Distribution Date, the period from
the 16th day of the calendar month preceding the month of such Distribution Date
(or, in the case of the first Distribution Date, from the Cut-off Date) through
the 15th day of the month of such Distribution Date.]

               Prepayment Shift Percentage: As to any Distribution Date
occurring during the five years beginning on the first Distribution Date, 0%.
Thereafter, the Prepayment Shift Percentage for any Distribution Date occurring
on or after the fifth anniversary of the first Distribution Date will be as
follows: for any Distribution Date in the first year thereafter, 30%; for any
Distribution Date in the second year thereafter, 40%; for any Distribution Date
in the third year thereafter, 60%; for any Distribution Date occurring in the
fourth year thereafter, 80%; for any Distribution Date thereafter, 100%.

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

               Primary Planned Principal Classes: As specified in the
Preliminary Statement.

               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.



                                      I-17
<PAGE>

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

               Priority Amount: As to any Distribution Date, the amount equal to
the sum of (i) the product of (A) the Scheduled Principal Distribution Amount,
(B) the Shift Percentage and (C) the Priority Percentage and (ii) the product of
(A) the Unscheduled Principal Distribution Amount, (B) the Prepayment Shift
Percentage and (C) the Priority Percentage.

               Priority Percentage: As to any Distribution Date, the percentage
equal to a fraction, the numerator of which is the aggregate Class Certificate
Balance of the Class A-3 and Class A-4 Certificates immediately prior to such
Distribution Date, and the denominator of which is the aggregate Class
Certificate Balance of the Certificates (other than the Class PO Certificates)
immediately prior to such Distribution Date.

               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.

               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 Supplement:  The Prospectus Supplement dated
        , 2003 relating to the Offered Certificates.

               PUD: Planned Unit Development.

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

               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



                                      I-18
<PAGE>

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 herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.

               Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount (not less than zero or more than the Stated Principal Balance of the
Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated
Principal Balance of 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 which 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 which 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.

               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, 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 Soldiers' and Sailors' Civil Relief Act of 1940,
as amended.

               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



                                      I-19
<PAGE>

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,
as appropriate.

               Required Coupon:           % per annum.

               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.

               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 herein, 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.

               Scheduled Principal Distribution Amount: As to any Distribution
Date, an amount equal to the sum of all amounts described in clauses (a) through
(d) of the definition of "Non PO Formula Principal Amount" for such Distribution
Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is
sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage
Loan, the Scheduled Principal Distribution Amount will be reduced on the related
Distribution Date by the applicable Non-PO Percentage of the principal portion
of such Bankruptcy Loss.

               Secondary Planned Principal Classes: As specified in the
Preliminary Statement.

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

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

               Senior 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.



                                      I-20
<PAGE>

               Senior Percentage: As to any 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 (other than the
Notional Amount Certificates and the Class PO Certificates) as of such date and
the denominator of which is the aggregate of the Class Certificate Balances of
all Classes of Certificates (other than the Notional Amount Certificates and the
Class PO Certificates) as of such date.

               Senior Prepayment Percentage: For any Distribution Date during
the five years beginning on the first Distribution Date, 100%. The Senior
Prepayment Percentage for any Distribution Date occurring on or after the fifth
anniversary of the first Distribution Date will, except as provided herein, be
as follows: for any Distribution Date in the first year thereafter, the Senior
Percentage plus 70% of the Subordinated Percentage for such Distribution Date;
for any Distribution Date in the second year thereafter, the Senior Percentage
plus 60% of the Subordinated Percentage for such Distribution Date; for any
Distribution Date in the third year thereafter, the Senior Percentage plus 40%
of the Subordinated Percentage for such Distribution Date; for any Distribution
Date in the fourth year thereafter, the Senior Percentage plus 20% of the
Subordinated Percentage for such Distribution Date; and for any Distribution
Date thereafter, the Senior Percentage for such Distribution Date (unless on any
Distribution Date the Senior Percentage exceeds the initial Senior Percentage,
in which case the Senior Prepayment Percentage for such Distribution Date will
once again equal 100%). Notwithstanding the foregoing, no decrease in the Senior
Prepayment Percentage will occur unless both of the Senior Step Down Conditions
are satisfied.

               Senior Principal Distribution Amount: As to any Distribution
Date, the sum of (i) the Senior Percentage of the applicable Non-PO Percentage
of all amounts described in clauses (a) through (d) of the definition of "Non-PO
Formula Principal Amount" for such Distribution Date, (ii) with respect to each
Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month
preceding the month of such Distribution Date, the lesser of (x) the Senior
Percentage of the applicable Non-PO Percentage of the Stated Principal Balance
of such Mortgage Loan and (y) either (A) the Senior Prepayment Percentage, or
(B) if an Excess Loss was sustained with respect to such Liquidated Mortgage
Loan during such prior calendar month, the Senior Percentage, of the applicable
Non-PO Percentage of the amount of the Liquidation Proceeds allocable to
principal received with respect to such Mortgage Loan, and (iii) the Senior
Prepayment Percentage of the applicable Non-PO Percentage of the amounts
described in clause (f) of the definition of "Non-PO Formula Principal Amount"
for such Distribution Date; provided, however, that if a Bankruptcy Loss that is
an Excess Loss is sustained on a mortgage loan that is not a Liquidated Mortgage
Loan, the Senior Principal Distribution Amount will be reduced on the related
Distribution Date by the Senior Percentage of the applicable Non-PO Percentage
of the principal portion of the Bankruptcy Loss.

               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 delinquent 60 days or more
(averaged over the preceding six month period), as a percentage of the aggregate
principal balance of the Subordinated Certificates on such Distribution Date,
does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to
the Mortgage Loans do not exceed (a) with respect to the Distribution Date on
the fifth anniversary of the first Distribution Date, 30% of the Original
Subordinate Principal Balance, (b) with respect to the Distribution Date on the
sixth anniversary of the first Distribution Date, 35% of the Original
Subordinate Principal Balance, (c) with respect to the Distribution Date on the
seventh anniversary of the first Distribution Date, 40% of the Original
Subordinate Principal Balance, (d) with respect to the Distribution Date on the
eighth anniversary of the first Distribution Date, 45% of the Original
Subordinate Principal Balance and (e) with respect to the Distribution Date on
the ninth anniversary of the first Distribution Date, 50% of the Original
Subordinate Principal Balance.



                                      I-21
<PAGE>

               Servicing Advances: All customary, reasonable and necessary "out
of pocket" costs and expenses incurred in the performance by the Master Servicer
of its servicing obligations, 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.

               Shift Percentage: As to any Distribution Date occurring during
the five years beginning on the first Distribution Date, 0%. Thereafter, the
Shift Percentage for any Distribution Date occurring on or after the fifth
anniversary of the first Distribution Date, 100%.

               Special Hazard Coverage Termination Date: The point in time at
which the Special Hazard Loss Coverage Amount is reduced to zero.

               Special Hazard Loss: Any Realized Loss suffered by a Mortgaged
Property on account of direct physical loss but not including (i) any loss of a
type covered by a hazard insurance policy or a flood insurance policy required
to be maintained with respect to such Mortgaged Property pursuant to Section
3.09 to the extent of the amount of such loss covered thereby, or (ii) any loss
caused by or resulting from:

               (a) normal wear and tear;

               (b) fraud, conversion or other dishonest act on the part of the
        Trustee, the Master Servicer or any of their agents or employees
        (without regard to any portion of the loss not covered by any errors and
        omissions policy);

               (c) errors in design, faulty workmanship or faulty materials,
        unless the collapse of the property or a part thereof ensues and then
        only for the ensuing loss;

               (d) nuclear or chemical reaction or nuclear radiation or
        radioactive or chemical contamination, all whether controlled or
        uncontrolled, and whether such loss be direct or indirect, proximate or
        remote or be in whole or in part caused by, contributed to or aggravated
        by a peril covered by the definition of the term "Special Hazard Loss;"

               (e) hostile or warlike action in time of peace and war, including
        action in hindering, combating or defending against an actual, impending
        or expected attack:

                      1. by any government or sovereign power, de jure or de
               facto, or by any authority maintaining or using military, naval
               or air forces; or

                      2. by military, naval or air forces; or

                      3. by an agent of any such government, power, authority or
               forces;

               (f) any weapon of war employing nuclear fission, fusion or other
        radioactive force, whether in time of peace or war; or



                                      I-22
<PAGE>

               (g) insurrection, rebellion, revolution, civil war, usurped power
        or action taken by governmental authority in hindering, combating or
        defending against such an occurrence, seizure or destruction under
        quarantine or customs regulations, confiscation by order of any
        government or public authority or risks of contraband or illegal
        transportation or trade.

               Special Hazard Loss Coverage Amount: With respect to the first
Distribution Date, $         . With respect to any Distribution Date after the
first Distribution Date, the lesser of (a) the greatest of (i) 1% of the
aggregate of the principal balances of the Mortgage Loans, (ii) twice the
principal balance of the largest Mortgage Loan and (iii) the aggregate of the
principal balances of all Mortgage Loans secured by Mortgaged Properties located
in the single California postal zip code area having the highest aggregate
principal balance of any such zip code area and (b) the Special Hazard Loss
Coverage Amount as of the Closing Date less the amount, if any, of Special
Hazard Losses allocated to the Certificates since the Closing Date. All
principal balances for the purpose of this definition will be calculated as of
the first day of the calendar month preceding the month of such Distribution
Date after giving effect to Scheduled Payments on the Mortgage Loans then due,
whether or not paid.

               Special Hazard Mortgage Loan: A Liquidated Mortgage Loan as to
which a Special Hazard Loss has occurred.

               S&P: Standard & Poor's, 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, 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.

               SR-A-R Interest: Not applicable.

               Startup Day: The Closing Date.

               Stated Principal Balance: As to any Mortgage Loan and Due Date,
the unpaid principal balance of such Mortgage Loan as of such Due 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 any previous partial prepayments
and Liquidation Proceeds received and to the payment of principal due on the Due
Date and irrespective of any delinquency in payment by the related Mortgagor.

               Streamlined Documentation Mortgage Loan: Any Mortgage Loan
originated pursuant to the Seller's Streamlined Loan Documentation Program then
in effect.

               Subordinated Certificates: As specified in the Preliminary
Statement.

               Subordinated Percentage: As to any Distribution Date, 100% minus
the Senior Percentage for such Distribution Date.

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

               Subordinated Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (A) the sum, not less than
zero, of (i) the Subordinated Percentage of the applicable Non-PO Percentage of
all amounts described in clauses (a) through (d) of the definition of "Non-PO
Formula Principal Amount" for such Distribution Date, (ii) with respect to each
Mortgage Loan



                                      I-23
<PAGE>

that became a Liquidated Mortgage Loan during the calendar month preceding the
month of such Distribution Date, the applicable Non-PO Percentage of the amount
of the Liquidation Proceeds allocated to principal received with respect thereto
remaining after application thereof pursuant to clause (ii) of the definition of
Senior Principal Distribution Amount, up to the Subordinated Percentage of the
applicable Non-PO Percentage of the Stated Principal Balance of such Mortgage
Loan and (iii) the Subordinated Prepayment Percentage of the applicable Non-PO
Percentage of all amounts described in clause (f) of the definition of "Non-PO
Formula Principal Amount" for such Distribution Date reduced by (B) the amount
of any payments in respect of Class PO Deferred Amounts on the related
Distribution Date.

               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 hereof.

               Subsidiary REMIC: Not applicable.

               Subsidiary REMIC Interest: Not applicable.

               Subsidiary REMIC Regular Interest: Not applicable.

               Substitute Mortgage Loan: A Mortgage Loan substituted by the
Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
as confirmed in a Request for Release, substantially in the form of Exhibit M,
(i) have a Stated Principal Balance, after deduction of the principal portion of
the Scheduled Payment due in the month of substitution, not in excess of, and
not more than 10% less than the Stated Principal Balance of the Deleted Mortgage
Loan; (ii) be accruing interest at a rate no lower than and not more than 1% per
annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value
Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining
term to maturity no greater than (and not more than one year less than that of)
the Deleted Mortgage Loan; (v) not be a Cooperative Loan unless the Deleted
Mortgage Loan was a Cooperative Loan and (vi) comply with each representation
and warranty set forth in Section 2.03 hereof.

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

               Support Classes: As specified in the Preliminary Statement.

               Targeted Balances: 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 Section 1.860F-4(d) and
temporary Treasury regulation Section 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 $      .

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



                                      I-24
<PAGE>

               Trust Fund: The corpus of the trust created hereunder consisting
of (i) the Mortgage Loans and all interest and principal received on or with
respect thereto after the Cut-off Date to the extent not applied in computing
the Cut-off Date Principal Balance thereof; (ii) the Certificate Account, the
Distribution Account, 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 hereunder, such successor.

               Trustee Fee: As to any Distribution Date, an amount equal to
[one-twelfth of] the Trustee Fee Rate multiplied by (i) 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.

               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.

               Unscheduled Principal Distribution Amount: As to any Distribution
Date, an amount equal to the sum of (i) with respect to each Mortgage Loan that
became a Liquidated Mortgage Loan during the calendar month preceding the month
of such Distribution Date, the Non-PO Percentage of the Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan and (ii) the
applicable Non-PO Percentage of the amount described in clause (f) of the
definition of "Non-PO Formula Principal Amount" for such Distribution Date.

               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
Notional Amount 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 Notional Amount 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.



                                      I-25
<PAGE>
                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

               SECTION 2.01.        Conveyance of Mortgage Loans.

               (a) The Seller, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the
Depositor, without recourse, all the right, title and interest of the Seller in
and to the Mortgage Loans, including all interest and principal received or
receivable by the Seller on or with respect to the Mortgage Loans after the
Cut-off Date and all interest and principal payments on the 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 the Mortgage Loans on or before the Cut-off Date. On or prior
to the Closing Date, the Seller shall deliver to the Depositor or, at the
Depositor's direction, to the Trustee or other designee of the Depositor, the
Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule
(except that, in the case of the Delay Delivery 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 Seller and Depositor, for the
Mortgage Loans. With respect to any Mortgage Loan that does not have a first
payment date on or before the Due Date in the month of the first Distribution
Date, the Seller shall deposit into the Distribution Account on or before the
Distribution Account Deposit Date relating to the first applicable 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 the Seller to cure
any breach of a representation or warranty made herein by the Seller or to
repurchase or substitute for any affected Mortgage Loan in accordance herewith.

               (c) In connection with the transfer and assignment set forth in
clause (b) above, the Depositor has delivered or caused to be delivered to the
Trustee (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

                      (B) with respect to any Lost Mortgage Note, a lost note
               affidavit from the Seller 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 the



                                      II-1
<PAGE>

        Seller as being a true and complete copy of the Mortgage (or, in the
        case of a Mortgage for which the related Mortgaged Property is located
        in the Commonwealth of Puerto Rico, a true copy of the Mortgage
        certified as such by the applicable notary) [and in the case of each
        MERS Mortgage Loan, the original Mortgage, noting the presence of the
        MIN of the Mortgage Loans and either language indicating that the
        Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the
        Mortgage Loan was not a MOM Loan at origination, the original Mortgage
        and the assignment thereof to MERS, with evidence of recording indicated
        thereon, or a copy of the Mortgage certified by the public recording
        office in which such Mortgage has been recorded];

               (iii) [in the case of each Mortgage Loan that is not a MERS
        Mortgage Loan, a duly executed assignment of the Mortgage (which may be
        included in a blanket assignment or assignments), together with, except
        as provided below, all interim recorded assignments of such mortgage
        (each such assignment, when duly and validly completed, to be in
        recordable form and sufficient to effect the assignment of and transfer
        to the assignee thereof, under the Mortgage to which the assignment
        relates); provided that, if the related Mortgage has not been returned
        from the applicable public recording office, such assignment of the
        Mortgage may exclude the information to be provided by the recording
        office; provided, further, that such assignment of Mortgage need not be
        delivered in the case of a Mortgage for which the related Mortgaged
        Property is located in the Commonwealth of Puerto Rico];

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

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

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

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

                        (B) The executed Security Agreement;

                        (C) The executed Proprietary Lease;

                        (D) The executed Recognition Agreement;

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

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

                [In addition, in connection with the assignment of any MERS
Mortgage Loan, the Seller agrees that it will cause, at the [Trustee's] expense,
the MERS(R) System to indicate that such Mortgage Loans have been assigned by
the Seller to the Trustee in accordance with this Agreement for the benefit of
the Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
the information required by the MERS(R)



                                      II-2
<PAGE>

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

               As promptly as practicable subsequent to such transfer and
assignment, and in any event, within thirty (30) days thereafter, the Trustee
shall (i) as the assignee thereof, affix the following language to each
assignment of Mortgage: "CWMBS Series 2003-   , [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.



                                      II-3
<PAGE>

               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 hereof.

               Notwithstanding anything to the contrary in this Agreement,
within thirty (30) days after the Closing Date with respect to the Delay
Delivery Mortgage Loans, the Seller 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) (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 the Seller fails to deliver a Mortgage
File for any Delay Delivery Mortgage Loan within the thirty (30) day period
provided in the prior sentence, the Seller 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 the Seller 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.

               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-1 and
declares that it holds and will hold such documents and the other documents
delivered to it constituting the Mortgage Files, and that it holds or will hold
such other assets as are included in the Trust Fund, in trust for the exclusive
use and benefit of all present and future Certificateholders. The Trustee
acknowledges that it will maintain possession of the Mortgage Notes in the State
of California, unless otherwise permitted by the Rating Agencies.

               The Trustee agrees to execute and deliver on the Closing Date to
the Depositor, the Master Servicer and the Seller an Initial Certification in
the form annexed hereto as Exhibit F-1. 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 such
Mortgage Loan. 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 the Seller a
Delay Delivery Certification with respect to the Mortgage Loans in the form
annexed hereto as Exhibit G-1, 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 the Seller a Final
Certification with respect to the Mortgage Loans in the form annexed hereto as
Exhibit H-1, 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 which 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



                                      II-4
<PAGE>

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

               (b) [Reserved]

               (c) The Trustee shall retain possession and custody of each
Mortgage File in accordance with and subject to the terms and conditions set
forth herein. 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.

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



                                      II-5
<PAGE>

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

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

               (b) The Master Servicer hereby makes the representations and
warranties set forth in Schedule IV hereto, and by 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 made pursuant to Section 2.03(a)(ii) that materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan, the party discovering such breach shall give prompt notice thereof to the
other parties. The Seller hereby covenants that within 90 days of the earlier of
its discovery or its receipt of written notice from any party of a breach of any
representation or warranty made pursuant to Section 2.03(a)(ii) which materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan, it shall cure such breach in all material respects, and if such breach is
not so cured, shall, (i) if such 90-day period expires prior to the second
anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage
Loan") from the Trust Fund and substitute in its place a 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
hereof, 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 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 the Seller's knowledge, if it is discovered by
either the Depositor, the Seller or the Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan or the interests of the
Certificateholders therein, notwithstanding the Seller's lack of knowledge with
respect to the substance of such representation or warranty, such inaccuracy
shall be deemed a breach of the applicable representation or warranty.

               With respect to any Substitute Mortgage Loan or Loans, the Seller
shall deliver to the Trustee for the benefit of the Certificateholders the
Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such
other documents and agreements as are required by Section 2.01, with the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Scheduled Payments due with respect to
Substitute Mortgage Loans in the month of substitution shall not be part of the
Trust Fund and will be retained by the Seller on the next succeeding
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the monthly payment due on any Deleted Mortgage
Loan for such month and thereafter the Seller shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan. The Master Servicer
shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders
to reflect the removal of such Deleted Mortgage Loan and the substitution of the
Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the
amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the
Substitute Mortgage Loan or Loans



                                      II-6
<PAGE>

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

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

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

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

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

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

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



                                      II-7
<PAGE>

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

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

               (a) Notwithstanding any contrary provision of this Agreement, no
substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90
days after the Closing Date unless the Seller delivers to the Trustee an Opinion
of Counsel, which Opinion of Counsel shall not be at the expense of either the
Trustee or the Trust Fund, addressed to the Trustee, to the effect that such
substitution will not (i) result in the imposition of the tax on "prohibited
transactions" on the Trust Fund or contributions after the Startup Date, as
defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii)
cause the REMIC created hereunder to fail to qualify as a REMIC at any time that
any Certificates are outstanding.

               (b) Upon discovery by the Depositor, the Seller, the Master
Servicer, or the Trustee that any Mortgage Loan does not constitute a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code, the party
discovering such fact shall promptly (and in any event within five (5) Business
Days of discovery) give written notice thereof to the other parties. In
connection therewith, the Trustee shall require the Seller, at the Seller's
option, to either (i) substitute, if the conditions in Section 2.03(c) with
respect to substitutions are satisfied, a Substitute Mortgage Loan for the
affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90
days of such discovery in the same manner as it would a Mortgage Loan for a
breach of representation or warranty made pursuant to Section 2.03. The Trustee
shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in
the same manner, and on the same terms and conditions, as it would a Mortgage
Loan repurchased for breach of a representation or warranty contained in Section
2.03.

               SECTION 2.06.        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 the REMIC hereunder shall
be the Trustee and the Trustee shall hold the Tax Matters Person Certificate.
The REMIC's fiscal year shall be the calendar year.



                                      II-8
<PAGE>

               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.



                                      II-9
<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 hereof, subject to the terms hereof (i)
to execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(iii) to collect any Insurance Proceeds and other Liquidation Proceeds, 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 the REMIC created hereunder 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.]

               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



                                     III-1
<PAGE>

calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balances of the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit.

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

               (a) The Master Servicer may arrange for the subservicing of any
Mortgage Loan by a Subservicer pursuant to a subservicing agreement; provided,
however, that such subservicing arrangement and the terms of the related
subservicing agreement must provide for the servicing of such Mortgage Loans in
a manner consistent with the servicing arrangements contemplated hereunder.
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 hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master
Servicer hereunder and in connection with any such defaulted obligation to
exercise the related rights of the Master Servicer hereunder; provided that the
Master Servicer shall not be relieved of any of its obligations hereunder 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 hereunder or
otherwise.

               SECTION 3.04.        Trustee to Act as Master Servicer.

               In the event that the Master Servicer shall for any reason no
longer be the Master Servicer hereunder (including by reason of an Event of
Default), the Trustee or its successor shall thereupon assume all of the rights
and obligations of the Master Servicer hereunder arising thereafter (except that
the Trustee shall not be (i) liable for losses of the Master Servicer pursuant
to Section 3.09 hereof or any acts or omissions of the predecessor Master
Servicer hereunder), (ii) obligated to make Advances if it is prohibited from
doing so by applicable law, (iii) obligated to effectuate repurchases or
substitutions of Mortgage Loans hereunder including, but not limited to,
repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03
hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section
2.03 or (v) deemed to have made any representations and warranties of the Master
Servicer hereunder). Any such assumption shall be subject to Section 7.02
hereof. If the Master Servicer shall for



                                     III-2
<PAGE>

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; provided,
however, that, if [Countrywide Home Loans Servicing LP] shall no longer be the
Master Server, [Countrywide Home Loans Servicing LP] shall thereafter continue
to be entitled to receive the Excess Master Servicing Fee, and any successor
servicer shall be entitled to receive only the Basic Master Servicing Fee.

               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.

               (a) The Master Servicer shall make reasonable efforts in
accordance with the customary and usual standards of practice of prudent
mortgage servicers to collect all payments called for under the terms and
provisions of the Mortgage Loans to the extent such procedures shall be
consistent with this Agreement and the terms and provisions of any related
Required Insurance Policy. Consistent with the foregoing, the Master Servicer
may in its discretion (i) waive any late payment charge or any prepayment charge
or penalty interest in connection with the prepayment of a Mortgage Loan and
(ii) extend the due dates for payments due on a Mortgage Note for a period not
greater than 180 days; provided, however, that the Master Servicer cannot extend
the maturity of any such Mortgage Loan past the date on which the final payment
is due on the latest maturing Mortgage Loan as of the Cut-off Date. In the event
of any such arrangement, the Master Servicer shall make Advances on the related
Mortgage Loan in accordance with the provisions of Section 4.01 during the
scheduled period in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements. The Master
Servicer shall not be required to institute or join in litigation with respect
to collection of any payment (whether under a Mortgage, Mortgage Note or
otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing the provision
of the Mortgage or other instrument pursuant to which such payment is required
is prohibited by applicable law.

               (b) The Master Servicer shall establish and maintain a
Certificate Account into which the Master Servicer shall deposit or cause to be
deposited [no later than two Business Days after 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 herein, the following payments and collections remitted by Subservicers
or received by it in respect of Mortgage Loans subsequent to the Cut-off Date
(other than in respect of principal and interest due on the Mortgage Loans on or
before the Cut-off Date) and the following amounts required to be deposited
hereunder:

               (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 Basic Master Servicing Fee and, for so long as [Countrywide
        Home Loans Servicing LP] is the Master Servicer, the related Excess
        Master Servicing Fee;



                                     III-3
<PAGE>

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

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

               (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 hereof;

               (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 hereunder.

               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 Basic Master Servicing Fee and, for so long
as [Countrywide Home Loans Servicing LP] is the Master Servicer, the related
Excess Master Servicing Fee.

               The foregoing requirements for remittance by the Master Servicer
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of prepayment penalties,
late payment charges or assumption fees, if collected, need not be remitted by
the Master Servicer. In the event that the Master Servicer shall remit any
amount not required to be remitted, it may at any time withdraw or direct the
institution maintaining the Certificate Account to withdraw such amount from the
Certificate Account, any provision herein 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 (other than any funds
attributed to any Excess Master Servicing Fee) 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 therein the following:

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

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



                                     III-4
<PAGE>

               (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 herein 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 (other than any funds
attributed to any Excess Master Servicing Fee) 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 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 herein. 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, the
Seller, each Rating Agency and the Depositor of any proposed change of the
location of the Certificate Account prior to any change thereof. The Trustee
shall give notice to the Master Servicer, the Seller, each Rating Agency and the
Depositor of any proposed change of the location of the Distribution Account
prior to any change thereof.

               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 herein 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



                                     III-5
<PAGE>

payments made pursuant to Sections 3.01 hereof (with respect to taxes and
assessments and insurance premiums) and 3.09 hereof (with respect to hazard
insurance), to refund to any Mortgagors any sums determined to be overages, to
pay interest, if required by law or the terms of the related Mortgage or
Mortgage Note, to Mortgagors on balances in the Escrow Account or to clear and
terminate the Escrow Account at the termination of this Agreement in accordance
with Section 9.01 hereof. The Escrow Accounts shall not be a part of the Trust
Fund.

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

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

               The Master Servicer shall afford the 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 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 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 for actual expenses incurred by the Master Servicer in
providing such reports and access.

               If [Countrywide Home Loans Servicing LP] is not acting as Master
Servicer, the successor Master Servicer shall provide [Countrywide Home Loans
Servicing LP] with such information as may be necessary to verify the amount of
the Excess Master Servicing Fee for each Distribution Date. If a question should
arise as to the proper amount of the Excess Master Servicing Fee, the successor
Master Servicer shall provide [Countrywide Home Loans Servicing LP] with access
to such books and records and personnel of the successor Master Servicer as may
be necessary to establish the proper amount of the Excess Master Servicing Fee.

               SECTION 3.08.        Permitted Withdrawals from the Certificate
                                    Account and the Distribution Account.

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



                                     III-6
<PAGE>

               (iii) to reimburse the Master Servicer for any Nonrecoverable
        Advance previously made;

               (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) which 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 Basic Master
        Servicing Fees as provided in Section 3.11 hereof;

               (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 thereon after the
        date of such purchase;

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

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

               (ix) on or prior to the Distribution Account Deposit Date, to
        withdraw an amount equal to the related Available Funds and the Trustee
        Fee and, if, [Countrywide Home Loans Servicing LP] is not the Master
        Servicer, an amount equal to the Excess Master Servicing 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 hereof.

               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 to 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;



                                     III-7
<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 clear and terminate the Distribution Account upon
        termination of the Agreement pursuant to Section 9.01 hereof; and

               (v) if [Countrywide Home Loans Servicing LP] is not the Master
        Servicer, to pay to [Countrywide Home Loans Servicing LP] the Excess
        Master Servicing Fee for the related Distribution Date.

               (c) [Reserved].

               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 and (z) an amount such that the proceeds of such
policy shall be sufficient to prevent the Mortgagor and/or the mortgagee from
becoming a co-insurer. Each such policy of standard hazard insurance shall
contain, or have an accompanying endorsement that contains, a standard mortgagee
clause. Any amounts collected by the Master Servicer under any such policies
(other than the amounts to be applied to the restoration or repair of the
related Mortgaged Property or amounts released to the Mortgagor in accordance
with the Master Servicer's normal servicing procedures) shall be deposited in
the Certificate Account. Any cost incurred by the Master Servicer in maintaining
any such insurance shall not, for the purpose of calculating monthly
distributions to the Certificateholders or remittances to the Trustee for their
benefit, be added to the principal balance of the Mortgage Loan, notwithstanding
that the terms of the Mortgage Loan so permit. Such costs shall be recoverable
by the Master Servicer out of late payments by the related Mortgagor or out of
Liquidation Proceeds to the extent permitted by Section 3.08 hereof. It is
understood and agreed that no earthquake or other additional insurance is to be
required of any Mortgagor or maintained on property acquired in respect of a
Mortgage other than pursuant to such applicable laws and regulations as shall at
any time be in force and as shall require such additional insurance. If the
Mortgaged Property is located at the time of origination of the Mortgage Loan in
a federally designated special flood hazard area and such area is participating
in the national flood insurance program, the Master Servicer shall cause flood
insurance to be maintained with respect to such Mortgage Loan. Such flood
insurance shall be in an amount equal to the least of (i) the original 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) 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



                                     III-8
<PAGE>

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
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.

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

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

               (a) Except as otherwise provided in this Section, when any
property subject to a Mortgage has been conveyed by the Mortgagor, the Master
Servicer shall to the extent that it has knowledge of such conveyance, enforce
any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent
permitted under applicable law and governmental regulations, but only to the
extent that such enforcement will not adversely affect or jeopardize coverage
under any Required Insurance Policy. Notwithstanding the foregoing, the Master
Servicer is not required to exercise such rights with respect to a Mortgage Loan
if the Person to whom the related Mortgaged Property has been conveyed or is
proposed to be conveyed satisfies the terms and conditions contained in the
Mortgage Note and Mortgage related thereto and the consent of the mortgagee
under such Mortgage Note or Mortgage is not otherwise so required under such
Mortgage Note or Mortgage as a condition to such transfer. In the event that the
Master Servicer is prohibited by law from enforcing any such due-on-sale clause,
or if coverage under any Required Insurance Policy would be adversely affected,
or if nonenforcement is otherwise permitted hereunder, the Master Servicer is
authorized, subject to Section 3.10(b), to take or enter into an assumption and
modification agreement from or with the person to whom such property has been or
is about to be conveyed, pursuant to which such person becomes liable under the
Mortgage Note and, unless prohibited by applicable state law, the Mortgagor
remains liable thereon, provided that the Mortgage Loan shall continue to be
covered (if so covered 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) hereof, in any
case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor,
and such Person is to enter into an assumption agreement or modification
agreement or supplement to the Mortgage Note or Mortgage that requires the
signature of the Trustee, or if an instrument of release signed by the Trustee
is required releasing the Mortgagor from liability on the Mortgage Loan, the
Master Servicer shall prepare and deliver or cause to be prepared and delivered
to the Trustee for signature and shall direct, in writing, the Trustee to
execute the assumption agreement with the Person to whom the Mortgaged Property
is to be conveyed and such modification agreement or supplement to the Mortgage
Note or Mortgage or other instruments as are reasonable or necessary to



                                     III-9
<PAGE>

carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with
any applicable laws regarding assumptions or the transfer of the Mortgaged
Property to such Person. In connection with any such assumption, no material
term of the Mortgage Note may be changed. In addition, the substitute Mortgagor
and the Mortgaged Property must be acceptable to the Master Servicer in
accordance with its underwriting standards as then in effect. Together with each
such substitution, assumption or other agreement or instrument delivered to the
Trustee for execution by it, the Master Servicer shall deliver an Officer's
Certificate signed by a Servicing Officer stating that the requirements of this
subsection have been met in connection therewith. The Master Servicer shall
notify the Trustee that any such substitution or assumption agreement has been
completed by forwarding to the Trustee the original of such substitution or
assumption agreement, which in the case of the original shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by the Master Servicer for
entering into an assumption or substitution of liability agreement will be
retained by the Master Servicer as additional servicing compensation.

               SECTION 3.11.        Realization Upon Defaulted Mortgage Loans;
                                    Repurchase of Certain Mortgage Loans.

               (a) The Master Servicer shall use reasonable efforts to foreclose
upon or otherwise comparably convert the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Master Servicer shall
follow such practices and procedures as it shall deem necessary or advisable and
as shall be normal and usual in its general mortgage servicing activities and
meet the requirements of the insurer under any Required Insurance Policy;
provided, however, that the Master Servicer shall not be required to expend its
own funds in connection with any foreclosure or towards the restoration of any
property unless it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan after
reimbursement 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 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



                                     III-10
<PAGE>

statement with respect to each REO Property that has been rented showing the
aggregate rental income received and all expenses incurred in connection with
the maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions. The
net monthly rental income, if any, from such REO Property shall be deposited in
the Certificate Account no later than the close of business on each
Determination Date. The Master Servicer shall perform the tax reporting and
withholding required by Sections 1445 and 6050J of the Code with respect to
foreclosures and abandonments, the tax reporting required by Section 6050H of
the Code with respect to the receipt of mortgage interest from individuals and
any tax reporting required by Section 6050P of the Code with respect to the
cancellation of indebtedness by certain financial entities, by preparing such
tax and information returns as may be required, in the form required, and
delivering the same to the Trustee for filing.

               In the event that the Trust Fund acquires any Mortgaged Property
as aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property as
soon as practicable in a manner that maximizes the Liquidation Proceeds thereof,
but in no event later than three years after its acquisition by the Trust Fund.
In that event, the Trustee shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to a three-year period, if applicable, will not result in the
imposition of taxes on "prohibited transactions" of the REMIC hereunder as
defined in section 860F of the Code or cause the REMIC hereunder to fail to
qualify as a REMIC at any time that any Certificates are outstanding, the Trust
Fund may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel) after the expiration of such three-year
period. Notwithstanding any other provision of this Agreement, no Mortgaged
Property acquired by the Trust Fund shall be rented (or allowed to continue to
be rented) or otherwise used for the production of income by or on behalf of the
Trust Fund in such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify as "foreclosure property" within the
meaning of section 860G(a)(8) of the Code or (ii) subject the 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 Basic 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



                                     III-11
<PAGE>

Mortgage Loan for such calendar month, such excess shall be considered to be a
partial prepayment of principal of the related Mortgage Loan.

               The proceeds from any liquidation of a Mortgage Loan, as well as
any income from an REO Property, will be applied in the following order of
priority: first, to reimburse the Master Servicer for any related unreimbursed
Servicing Advances and Basic Master Servicing Fees; second, to reimburse the
Master Servicer 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 hereunder 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 hereto, shall release or cause to be released to the purchaser
of such Mortgage Loan the related Mortgage File and shall execute and deliver
such instruments of transfer or assignment prepared by the purchaser of such
Mortgage Loan, in each case without recourse, as shall be necessary to vest in
the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto
and the purchaser of such Mortgage Loan shall succeed to all the Trustee's
right, title and interest in and to such Mortgage Loan and all security and
documents related thereto. Such assignment shall be an assignment outright and
not for security. The purchaser of such Mortgage Loan shall thereupon own such
Mortgage Loan, and all security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.

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

               The Master Servicer shall deposit the Purchase Price for any
Modified Mortgage Loan in the Certificate Account pursuant to Section 3.05
within one Business Day after the purchase of the Modified Mortgage Loan. Upon
receipt by the Trustee of written notification of any such deposit signed



                                     III-12
<PAGE>

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. Upon receipt of such request, the
Trustee shall promptly release the related Mortgage File to the Master Servicer,
and the Trustee shall at the Master Servicer's direction execute and deliver to
the Master Servicer the request for reconveyance, deed of reconveyance or
release or satisfaction of mortgage or such instrument releasing the lien of the
Mortgage in each case provided by the Master Servicer, together with the
Mortgage Note with written evidence of cancellation thereon. The Master Servicer
is authorized to cause the removal from the registration on the MERS System of
such Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release. Expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to
the related Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose,
collection under any policy of flood insurance, any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee shall, upon delivery to the Trustee
of a Request for Release in the form of Exhibit M signed by a Servicing Officer,
release the Mortgage File to the Master Servicer. Subject to the further
limitations set forth below, the Master Servicer shall cause the Mortgage File
or documents so released to be returned to the Trustee when the need therefor by
the Master Servicer no longer exists, unless the Mortgage Loan is liquidated and
the proceeds thereof are deposited in the Certificate Account, in which case the
Master Servicer shall deliver to the Trustee a Request for Release in the form
of Exhibit N, signed by a Servicing Officer.

               If the Master Servicer at any time seeks to initiate a
foreclosure proceeding in respect of any Mortgaged Property as authorized by
this Agreement, the Master Servicer shall deliver or cause to be delivered to
the Trustee, for signature, as appropriate, any court pleadings, requests for
trustee's sale or other documents necessary to effectuate such foreclosure or
any legal action brought to obtain judgment against the Mortgagor on the
Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce
any other remedies or rights provided by the Mortgage Note or the Mortgage or
otherwise available at law or in equity.



                                     III-13
<PAGE>

               SECTION 3.13.        Documents, Records and Funds in Possession
                                    of Master Servicer to be Held for the
                                    Trustee.

               Notwithstanding any other provisions of this Agreement, the
Master Servicer shall transmit to the Trustee as required by this Agreement all
documents and instruments in respect of a Mortgage Loan coming into the
possession of the Master Servicer from time to time and shall account fully to
the Trustee for any funds received by the Master Servicer or which otherwise are
collected by the Master Servicer as Liquidation Proceeds or Insurance Proceeds
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, 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 sum of the Basic Master Servicing Fee and the Excess Master
Servicing Fee; provided, that the aggregate Basic 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 below an amount equal to [one-half of] the aggregate
Basic Master Servicing Fee for such Distribution Date before reduction thereof
in respect of such Prepayment Interest Shortfalls, and (ii) with respect to the
first Distribution Date, 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; provided further, that if a successor to [Countrywide Home Loans
Servicing LP] shall be approved as Master Servicer for any reason, the Excess
Master Servicing Fee for each Distribution Date following such appointment shall
be paid, pursuant to this Section 3.14, to [Countrywide Home Loans Servicing LP]
pursuant to Section 3.08(b)(v) hereof, and not to such successor to the Master
Servicer.

               Additional servicing compensation in the form of Excess Proceeds,
Prepayment Interest Excess, prepayment penalties, assumption fees, late payment
charges and all income and gain net of any losses realized from Permitted
Investments shall be retained by the Master Servicer to the extent not required
to be deposited in the Certificate Account pursuant to Section 3.05 hereof. 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 of Subordinated
Certificates and the examiners and supervisory agents of



                                     III-14
<PAGE>

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.

               As part of its servicing activities, the Master Servicer shall
furnish, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information on its borrower credit files
related to the Mortgage Loans to the nationally recognized credit bureaus on a
monthly basis.

               SECTION 3.16.        Annual Statement as to Compliance.

               The Master Servicer shall deliver to the Depositor and the
Trustee on or before 120 days after the end of the Master Servicer's fiscal
year, commencing with its 2003 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 120 days after the end of the Master Servicer's
fiscal year, commencing with its 2003 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,
the 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 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.



                                     III-15
<PAGE>

               SECTION 3.18.        Errors and Omissions Insurance; Fidelity
                                    Bonds.

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



                                     III-16
<PAGE>
                                   ARTICLE IV

                                DISTRIBUTIONS AND

                         ADVANCES BY THE MASTER SERVICER

               SECTION 4.01.        Advances.

               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.

               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) On each Distribution Date, the Trustee shall withdraw the
Available Funds from the Distribution Account and apply such funds to
distributions on the Certificates in the following order and priority and, in
each case, to the extent of Available Funds remaining:

               (i)    [Reserved];

               (ii) concurrently, to each interest-bearing Class of Senior
        Certificates, an amount allocable to interest equal to the related Class
        Optimal Interest Distribution Amount, any shortfall being allocated
        among such Classes in proportion to the amount of the Class Optimal
        Interest Distribution Amount that would have been distributed in the
        absence of such shortfall, provided that prior to the Accrual
        Termination Date, the Accrual Amount shall be distributed as provided in
        Section 4.02(a)(iii);

               (iii)  [Reserved];

               (iv) to each Class of Senior Certificates, concurrently as
        follows:

                      (x) to the Class PO Certificates, an amount allocable to
               principal equal to the PO Formula Principal Amount up to the
               outstanding Class Certificate Balance of such Class PO
               Certificates; and

                      (y) on each Distribution Date prior to the Senior Credit
               Support Depletion Date the Non-PO Formula Principal Amount up to
               the amount of the Senior Principal Distribution Amount for such
               Distribution Date will be distributed, sequentially, as follows:



                                      IV-1
<PAGE>

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

                         (2) concurrently, to the Class A-3 and Class A-4
                             Certificates, pro rata, the Priority Amount, until
                             their respective Class Certificate Balances are
                             reduced to zero;

                         (3) concurrently, to the following Classes of
                             Certificates in the following order:

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

                             (b)      % to the Class A-7 Certificates;

                             (c)      %, sequentially, in the following order:

                                  (1)  Concurrently,      % to the Class A-6
                                       Certificates,      % to the Class A-7
                                       Certificates and      % to the Class A-5
                                       Certificates, until the respective Class
                                       Certificate Balances of the Class A-6 and
                                       A-7 Certificates Are reduced to zero; and

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

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

                         (5) concurrently, to the Class A-3 and Class A-4
                             Certificates, pro rata, without regard to the
                             Priority Amount, until their respective Class
                             Certificate Balances are reduced to zero.

               (v) to the Class PO Certificates, any Class PO Deferred Amount,
        up to an amount not to exceed the amount calculated pursuant to clause
        (A) of the definition of the Subordinated Principal Distribution Amount
        actually received or advanced for such Distribution Date (with such
        amount to be allocated first from amounts calculated pursuant to (A)(i)
        and (ii) then (iii) of the definition of Subordinated Principal
        Distribution Amount);

               (vi) to each Class of Subordinated Certificates, subject to
        paragraph (e) below, in the following order of priority:

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

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




                                      IV-2
<PAGE>

                      (C) 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;

                      (D) 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;

                      (E) 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;

                      (F) 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;

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

                      (H) 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;

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

                      (J) 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;

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

                      (L) 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;

               (vii)  [Reserved]; and

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

On any Distribution Date, amounts distributed in respect of Class PO Deferred
Amounts will not reduce the Class Certificate Balance of the Class PO
Certificates.

               On any Distribution Date, to the extent the Amount Available for
Senior Principal is insufficient to make the full distribution required to be
made pursuant to clause (a)(iv)(x) above, (A) the amount distributable on the
Class PO Certificates in respect of principal pursuant to such subclause (a)
shall be equal to the product of (1) the Amount Available for Senior Principal
and (2) a fraction, the numerator of which is the PO Formula Principal Amount
and the denominator of which is the sum of the PO Formula Principal Amount and
the Senior Principal Distribution Amount and (B) the amount




                                      IV-3
<PAGE>

distributable on the Senior Certificates, other than the Class PO Certificates,
in respect of principal pursuant to clause (a)(iv)(y) shall be equal to the
product of (1) the Amount Available for Senior Principal and (2) a fraction, the
numerator of which is the Senior Principal Distribution Amount and the
denominator of which is the sum of the Senior Principal Distribution Amount and
the PO Formula Principal Amount.

               (b) On each Distribution Date prior to and including the
applicable Accrual Termination Date with respect to each Class of Accrual
Certificates, the Accrual Amount for such Class for such Distribution Date shall
not (except as provided in the second to last sentence in this paragraph) be
distributed as interest with respect to such Class of Accrual Certificates, but
shall instead be added to the related Class Certificate Balance of such Class on
the related Distribution Date. With respect to any Distribution Date prior to
and including the applicable Accrual Termination Date on which principal
payments on any Class of Accrual Certificates are distributed pursuant to
Section 4.02(a)(iv)(y), the related Accrual Amount shall be deemed to have been
added on such Distribution Date to the related Class Certificate Balance (and
included in the amount distributable on the related Class or Classes of
Accretion Directed Certificates pursuant to Section 4.02(a)(iii) for such
Distribution Date) and the related distribution thereon shall be deemed to have
been applied concurrently towards the reduction of all or a portion of the
amount so added and, to the extent of any excess, towards the reduction of the
Class Certificate Balance of such Class of Accrual Certificates immediately
prior to such Distribution Date. Notwithstanding any such distribution, the
Accrual Certificates shall continue to be a Class of Accrual Certificates on
each subsequent Distribution Date until the applicable Accrual Termination Date.

               (c) On each Distribution Date on or after the Senior Credit
Support Depletion Date, notwithstanding the allocation and priority set forth in
Section 4.02(a)(iv)(y), the portion of Available Funds available to be
distributed as principal of the Senior Certificates (other than the Class PO
Certificates) shall be distributed concurrently, as principal, on such Classes,
pro rata, on the basis of their respective Class Certificate Balances, until the
Class Certificate Balances thereof are reduced to zero.

               (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 for such Distribution Date shall be reduced by (i) the
related Class' pro rata share of Net Prepayment Interest Shortfalls based on
such Class' 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) after the Special Hazard Coverage
Termination Date, with respect to each Mortgage Loan that became a Special
Hazard Mortgage Loan during the calendar month preceding the month of such
Distribution Date, the excess of one month's interest at the related Adjusted
Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of
the Due Date in such month over the amount of Liquidation Proceeds applied as
interest on such Mortgage Loan with respect to such month, (B) after the
Bankruptcy Coverage Termination Date, with respect to each Mortgage Loan that
became subject to a Bankruptcy Loss during the calendar month preceding the
month of such Distribution Date, the interest portion of the related Debt
Service Reduction or Deficient Valuation, (C) each Relief Act Reduction incurred
during the calendar month preceding the month of such Distribution Date and (D)
after the Fraud Loss Coverage Termination Date, with respect to each Mortgage
Loan that became a Fraud Loan during the calendar month preceding the month of
such Distribution Date, the excess of one month's interest at the related
Adjusted Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan
as of the Due Date in such month over the amount of Liquidation Proceeds applied
as interest on such Mortgage Loan with respect to such month.

               (e) Notwithstanding the priority and allocation contained in
Section 4.02(a)(vi), if with respect to any Class of Subordinated Certificates
on any Distribution Date the sum of the related Class Subordination Percentages
of such Class and of all Classes of Subordinated Certificates which have




                                      IV-4
<PAGE>

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 Principal Prepayments will be made
to any such Classes (the "Restricted Classes") and the amount of such Principal
Prepayments 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)(vi).

               SECTION 4.03.        [Reserved].

               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, including Excess Losses, with
respect to the related Distribution Date. For purposes of allocating losses to
the Subordinated Certificates, the Class M 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.

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

               (i) the applicable PO Percentage of any Realized Loss, including
        any Excess Loss, shall be allocated to the Class PO Certificates until
        the Class Certificate Balance thereof is reduced to zero; and

               (ii) (A) the applicable Non-PO Percentage of any Realized Loss
        (other than an Excess Loss) shall be allocated first to the Subordinated
        Certificates in reverse order of their respective numerical Class
        designations (beginning with the Class of Subordinated Certificates then
        outstanding with the highest numerical Class designation) until the
        respective Class Certificate Balance of each such Class is reduced to
        zero, and second to the Senior Certificates (other than any Notional
        Amount Certificates, if applicable, and the Class PO Certificates), pro
        rata on the basis of their respective Class Certificate Balances or, in
        the case of any Class of Accrual Certificates, on the basis of the
        lesser of their Class Certificate Balance and their initial Class
        Certificate Balance, in each case immediately prior to the related
        Distribution Date, until the respective Class Certificate Balance of
        each such Class is reduced to zero; and

                      (B) the applicable Non-PO Percentage of any Excess Losses
               shall be allocated to the Senior Certificates (other than any
               Notional Amount Certificates, if applicable, and the Class PO
               Certificates) and the Subordinated Certificates then outstanding,
               pro rata, on the basis of their respective Class Certificate
               Balances or, in the case of any Class of Accrual Certificates, on
               the basis of the lesser of their respective Class Certificate
               Balances and their respective initial Class Certificate Balances,
               in each case immediately prior to the related Distribution Date.

               (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 sum of (i) the amount of any
payments on the Class PO Certificates in respect of Class PO Deferred Amounts
and (ii) 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 and Class PO
Deferred Amounts on such Distribution Date) exceeds the Pool Stated Principal
Balance for the following Distribution Date.




                                      IV-5
<PAGE>

               (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(a) 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(a) above shall be accomplished by reducing the Certificate
Balance or Component Balance thereof, as applicable, immediately following the
distributions made on the related Distribution Date in accordance with the
definition of "Certificate Balance" or "Component Balance," as the case may be.

               SECTION 4.05.        [Reserved].

               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 and
        Liquidation Proceeds 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) the Class Certificate Balance of each Class of Certificates
        after giving effect to the distribution of principal on such
        Distribution Date;

               (v) the Pool Stated Principal Balance for the following
        Distribution Date;

               (vi) the Senior Percentage and Subordinated Percentage for the
        following Distribution Date;

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

               (viii) the Pass-Through Rate for each such Class of Certificates
        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
        (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




                                      IV-6
<PAGE>

        (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 (and market value, if available) as of the close of business
        on the Determination Date preceding such Distribution Date;

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

               (xiv) the aggregate amount of Realized Losses incurred during the
        preceding calendar month; and

               (xv) the Special Hazard Loss Coverage Amount, the Fraud Loss
        Coverage Amount and the Bankruptcy Loss Coverage Amount, in each case as
        of the related Determination Date.

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

               (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.        Determination of Pass-Through Rates for COFI
                                    Certificates.

               The Pass-Through Rate for each Class of COFI Certificates for
each Interest Accrual Period after the initial Interest Accrual Period shall be
determined by the Trustee as provided below on the basis of the Index and the
applicable formulae appearing in footnotes corresponding to the COFI
Certificates in the table relating to the Certificates in the Preliminary
Statement.

               Except as provided below, with respect to each Interest Accrual
Period following the initial Interest Accrual Period, the Trustee shall not
later than two Business Days prior to such Interest Accrual Period but following
the publication of the applicable Index determine the Pass-Through Rate at which
interest shall accrue in respect of the COFI Certificates during the related
Interest Accrual Period.




                                      IV-7
<PAGE>

               Except as provided below, the Index to be used in determining the
respective Pass-Through Rates for the COFI Certificates for a particular
Interest Accrual Period shall be COFI for the second calendar month preceding
the Outside Reference Date for such Interest Accrual Period. If at the Outside
Reference Date for any Interest Accrual Period, COFI for the second calendar
month preceding such Outside Reference Date has not been published, the Trustee
shall use COFI for the third calendar month preceding such Outside Reference
Date. If COFI for neither the second nor third calendar months preceding any
Outside Reference Date has been published on or before the related Outside
Reference Date, the Index for such Interest Accrual Period and for all
subsequent Interest Accrual Periods shall be the National Cost of Funds Index
for the third calendar month preceding such Interest Accrual Period (or the
fourth preceding calendar month if such National Cost of Funds Index for the
third preceding calendar month has not been published by such Outside Reference
Date). In the event that the National Cost of Funds Index for neither the third
nor fourth calendar months preceding an Interest Accrual Period has been
published on or before the related Outside Reference Date, then for such
Interest Accrual Period and for each succeeding Interest Accrual Period, the
Index shall be LIBOR, determined in the manner set forth below.

               With respect to any Interest Accrual Period for which the
applicable Index is LIBOR, LIBOR for such Interest Accrual Period will be
established by the Trustee on the related Interest Determination Date as
provided in Section 4.08.

               In determining LIBOR and any Pass-Through Rate for the COFI
Certificates 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 Reuters Screen) from the Reference Banks or the New York City banks as
to LIBOR 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 Reference Banks
or the New York City banks or to determine such arithmetic mean, all as provided
for in this Section 4.07.

               The establishment of LIBOR and each Pass-Through Rate for the
COFI 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 4.08.        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 Bridge 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




                                      IV-8
<PAGE>

Edition), to the extent available. LIBOR for the next Interest Accrual Period
will be established by the Trustee on each interest Determination Date as
follows:

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

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

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

               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 applicable Interest Accrual Period shall be determined by the Trustee
on each Interest Determination Date so long as the LIBOR Certificates are
outstanding on the basis of LIBOR and the respective formulae appearing in
footnotes corresponding to the LIBOR Certificates in the table relating to the
Certificates in the Preliminary Statement.

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




                                      IV-9
<PAGE>

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.



















                                     IV-10
<PAGE>

                                    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 hereof 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, (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 thereof.

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

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

               (a) The Trustee shall maintain, or cause to be maintained in
accordance with the provisions of Section 5.06 hereof, a Certificate Register
for the Trust Fund in which, subject to the provisions of subsections (b) and
(c) below and to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. Upon surrender for registration of
transfer of any Certificate, the Trustee shall execute and deliver, in the name
of the designated 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




                                      V-1
<PAGE>

Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing.

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

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

               (b) No transfer of a Private Certificate shall be made unless
such transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. In the
event that a transfer is to be made in reliance upon an exemption from the
Securities Act and such laws, in order to assure compliance with the Securities
Act and such laws, the Certificateholder desiring to effect such transfer and
such Certificateholder's prospective transferee shall each certify to the
Trustee in writing the facts surrounding the transfer in substantially the forms
set forth in Exhibit J (the "Transferor Certificate") and (i) deliver a letter
in substantially the form of either Exhibit K (the "Investment Letter") or
Exhibit L (the "Rule 144A Letter") or (ii) there shall be delivered to the
Trustee at the expense of the transferor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Securities Act. The
Depositor shall provide to any Holder of a Private Certificate and any
prospective transferee designated by any such Holder, information regarding the
related Certificates and the Mortgage Loans and such other information as shall
be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption provided by Rule
144A. The Trustee and the Master Servicer shall cooperate with the Depositor in
providing the Rule 144A information referenced in the preceding sentence,
including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee and the
Depositor, the Seller and the Master Servicer against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.

               No transfer of an ERISA-Restricted Certificate shall be made
unless the Trustee shall have received either (i) a representation from the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
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 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, nor 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, (ii)
in the case of a Certificate that is an ERISA-Restricted Certificate and that
has been the subject of an ERISA-Qualifying Underwriting, if 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




                                      V-2
<PAGE>

(iii) in the case of any such ERISA-Restricted Certificate presented for
registration in the name of an employee benefit plan subject to ERISA, or a plan
or arrangement subject to Section 4975 of the Code (or comparable provisions of
any subsequent enactments), or a trustee of any such plan or 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 either the Trustee or the Trust
Fund, addressed to the Trustee 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 to any obligation in addition to those expressly undertaken
in this Agreement or to any liability. For purposes of the preceding sentence,
with respect to an ERISA-Restricted Certificate that is not a Private
Certificate or a Residual Certificate, in the event the representation letter
referred to in the preceding sentence is not so furnished, such representation
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 herein, any purported transfer of
an ERISA-Restricted Certificate to or on behalf of an employee benefit plan
subject to ERISA or to the Code without the delivery to the Trustee of an
Opinion of Counsel 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:

               (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 hereto 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




                                      V-3
<PAGE>

        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 Seller or
the Master Servicer, to the effect that the elimination of such restrictions
will not cause the 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.




                                      V-4
<PAGE>

               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, (y) the Depositor at its option advises
the Trustee in writing that it elects to terminate the book-entry system through
the Depository or (z) 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 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 herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of 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.




                                      V-5
<PAGE>

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

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

               SECTION 5.06.        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.




                                      V-6
<PAGE>

                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

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

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

               SECTION 6.02.        Merger or Consolidation of the Depositor 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 herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC.

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

               None of the Depositor, the Seller, the Master Servicer or any of
the directors, officers, employees or agents of the Depositor, the Seller or the
Master Servicer 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 Seller, the Master Servicer
or any such Person against any breach of representations or warranties made by
it herein or protect the Depositor, the Seller, the Master Servicer 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 Seller, the Master Servicer and any director, officer, employee or agent of
the Depositor, the Seller or the Master Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Seller, the Master
Servicer and any director, officer, employee or agent of the Depositor, the
Seller or the Master Servicer shall be indemnified by the Trust Fund and held
harmless against any loss, liability or expense incurred in connection with any
audit, controversy or judicial proceeding relating to a governmental taxing
authority or any legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense related to any specific Mortgage Loan
or Mortgage Loans (except as any such loss, liability or expense shall be
otherwise reimbursable




                                      VI-1
<PAGE>

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 Seller or the Master Servicer shall be
under any obligation to appear in, prosecute or defend any legal action that is
not incidental to its respective duties hereunder and which in its opinion may
involve it in any expense or liability; provided, however, that any of the
Depositor, the Seller or the Master Servicer may in its discretion undertake any
such action that it may deem necessary or desirable in respect of this Agreement
and the rights and duties of the parties hereto and interests of the Trustee and
the Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Seller and the Master
Servicer 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 downgrading 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 hereunder.










                                      VI-2
<PAGE>

                                   ARTICLE VII

                                     DEFAULT

               SECTION 7.01.        Events of Default.

               "Event of Default," wherever used herein, 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 thereof; 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.

               If an Event of Default described in clauses (i) to (v) 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


                                      VII-1
<PAGE>

which the Master Servicer failed to make subject to Section 4.01 hereof 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
hereunder.

               SECTION 7.02.        Trustee to Act; Appointment of Successor.

               On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, 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 herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto placed on the Master Servicer by the
terms and provisions hereof and applicable law including the obligation to make
Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall
be entitled to all 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; provided,
however, that neither the Trustee nor any other successor to [Countyrwide Home
Loans Servicing LP] as Master Servicer shall be entitled to receive the Excess
Master Servicing Fee. Notwithstanding the foregoing, if the Trustee has become
the successor to the Master Servicer in accordance with Section 7.01 hereof, the
Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited
by applicable law from making Advances pursuant to Section 4.01 hereof or if it
is otherwise unable to so act, 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 hereof
incurred prior to termination of the Master Servicer under Section 7.01), with
like effect as if originally named as a party to this Agreement; and provided
further that each Rating Agency acknowledges that its rating of the Certificates
in effect immediately prior to such assignment and delegation will not be
qualified or reduced as a result of such assignment and delegation. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee, unless
the Trustee is prohibited by law from so acting, shall, subject to Section 3.04
hereof, act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee




                                     VII-2
<PAGE>

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 Basic 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.]

               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.




                                     VII-3
<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; and

               (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.

               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,




                                     VIII-1
<PAGE>

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);

               (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 herein and in the Certificates shall be
taken as the statements of the Depositor or the Seller, as the case may be, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document [or of MERS or the MERS
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.




                                     VIII-2
<PAGE>

               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 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 herein, 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 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 hereof. 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.




                                     VIII-3
<PAGE>

               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 hereof 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 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 hereof.

               SECTION 8.08.        Successor Trustee.

               Any successor trustee appointed as provided in Section 8.07
hereof shall execute, acknowledge and deliver to the Depositor 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 herein. 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 hereof 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.




                                     VIII-4
<PAGE>

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 hereof without the execution or
filing of any paper or further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

               SECTION 8.10.        Appointment of Co-Trustee or Separate
                                    Trustee.

               Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust Fund or property securing any Mortgage Note may at
the time be located, the Master Servicer and the Trustee acting jointly shall
have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Trustee 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;




                                     VIII-5
<PAGE>

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

               (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 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)




                                     VIII-6
<PAGE>

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; (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
herein, 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 herein. The
Depositor hereby indemnifies the Trustee for any losses, liabilities, damages,
claims or expenses of the Trustee arising from any errors or miscalculations of
the Trustee that result from any failure of the Depositor to provide, or to
cause to be provided, accurate information or data to the Trustee on a timely
basis.

               In the event that any tax is imposed on "prohibited transactions"
of 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 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 Seller of any of their
obligations under this Agreement, (iii) the Seller, if any such tax arises out
of or results from the Seller's obligation to repurchase a Mortgage Loan
pursuant to Section 2.02 or 2.03 or (iv) in all other cases, or in the event
that the Trustee, the Master Servicer or the Seller fails to honor its
obligations under the preceding clauses (i),(ii) or (iii), any such tax will be
paid with amounts otherwise to be distributed to the Certificateholders, as
provided in Section 3.08(b).

               SECTION 8.12.        [Reserved].




                                     VIII-7
<PAGE>

                                   ARTICLE IX

                                   TERMINATION

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

               Subject to Section 9.03, the obligations and responsibilities of
the Depositor, the Seller, the Master Servicer and the Trustee created hereby
with respect to the Trust Fund 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 and (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, in each case 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 date on which
the Master Servicer determines that the customary and reasonable costs and
expenses incurred in the performance of the Master Servicer of its servicing
obligations hereunder exceed the benefits accruing to the Master Servicer;
provided, however, that in no event shall the Master Servicer exercise its 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 before the date on
which the Pool Stated Principal Balance, at the time of any such repurchase, is
less than or equal to ten percent (10%) of the aggregate Cut-off Date Principal
Balance of the Mortgage Loans.

               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




                                      IX-1
<PAGE>

must be made, and (d) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office therein specified.
The Master Servicer will give such notice to each Rating Agency at the time such
notice is given to 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 (a) accrued interest
thereon (or on their Notional Amount, if applicable) in the case of an interest
bearing Certificate and (b) any Class PO Deferred Amounts in the case of Class
PO Certificates, 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.

               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 hereto.

               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 to
fail to qualify as a REMIC at any time that any Certificates are outstanding:

                             (1) 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 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


                                      IX-2
<PAGE>

                             (2) 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 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.









                                      IX-3
<PAGE>

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

               SECTION 10.01.       Amendment.

               This Agreement may be amended from time to time by the Depositor,
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 herein or to supplement any provision herein which may be
inconsistent with any other provision herein, (iii) to conform this agreement to
the Prospectus Supplement provided to investors in connection with the initial
offering of the Certificates, (iv) to add to the duties of the Depositor, the
Seller or the Master Servicer, (v) to add any other provisions with respect to
matters or questions arising hereunder or (vi) 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 (iv) or (v) 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. The Trustee, the Depositor and
the Master Servicer also may at any time and from time to time amend this
Agreement without the consent of the Certificateholders to modify, eliminate or
add to any of its provisions to such extent as shall be necessary or helpful to
(i) maintain the qualification of any REMIC as a REMIC under the Code, (ii)
avoid or minimize the risk of the imposition of any tax on any REMIC pursuant to
the Code that would be a claim at any time prior to the final redemption of the
Certificates or (iii) comply with any other requirements of the Code, provided
that the Trustee has been provided an Opinion of Counsel, which opinion shall be
an expense of the party requesting such opinion but in any case shall not be an
expense of the Trustee or the Trust Fund, to the effect that such action is
necessary or helpful to, as applicable, (i) maintain such qualification, (ii)
avoid or minimize the risk of the imposition of such a tax or (iii) comply with
any such requirements of the Code.

               This Agreement may also be amended from time to time by the
Depositor, the Master Servicer and the Trustee with the consent of the Holders
of a Majority in Interest of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment 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.




                                      X-1
<PAGE>

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

               SECTION 10.03.       Governing Law.

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

               SECTION 10.04.       Intention of Parties.

               It is the express intent of the parties hereto that the
conveyance of the (i) of the Mortgage Loans by the Seller to the Depositor and
(ii) Trust Fund by the Depositor to the Trustee each be, and be construed as, an
absolute sale thereof to the Trustee. It is, further, not the intention of the
parties that such conveyances be deemed a pledge thereof. However, in the event
that, notwithstanding the intent of the parties, such assets are held to be the
property of the Seller or 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


                                      X-2
<PAGE>

to the terms of this Agreement (i) by the Seller to the Depositor or (ii) by the
Depositor to the Trustee, for the benefit of the Certificateholders, of a
security interest in all of the assets that constitute the Trust Fund, whether
now owned or hereafter acquired.

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

               SECTION 10.05.       Notices.

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

               1.  Any material change or amendment to this Agreement;

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

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

               4. The repurchase or substitution of Mortgage Loans pursuant to
Section 2.03;

               5. The final payment to Certificateholders; and

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

               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 hereunder 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 (1) in the case of the
Depositor, CWMBS, Inc., 4500 Park Granada, Calabasas, California 91302,
facsimile number: (818) 225-4053, Attention: David A. Spector, (2) in the case
of the Seller, [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 the Seller in writing, (3) in the case of the Master Servicer,
[Countrywide Home Loans Servicing LP], [400 Countrywide Way, Simi Valley,
California, facsimile number (805) 520-5623, Attention: Mark Wong], or such
other address as may be hereafter furnished to the Depositor




                                      X-3
<PAGE>

and the Trustee by the Master Servicer in writing, (4) 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 2003- ], or such other address as the Trustee may
hereafter furnish to the Depositor or Master Servicer and (5) 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 thereof.

               SECTION 10.07.       Assignment.

               Notwithstanding anything to the contrary contained herein, 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 hereby, or otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

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

               No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of an Event of Default and of the continuance thereof, as herein
provided, 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 herein provided and for the
common benefit




                                      X-4
<PAGE>

of all Certificateholders. For the protection and enforcement of the provisions
of this Section 10.08, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

               SECTION 10.09.       Inspection and Audit Rights.

               The Master Servicer agrees that, on reasonable prior notice, it
will permit and will cause each Subservicer to permit any representative of the
Depositor or the Trustee during the Master Servicer's normal business hours, to
examine all the books of account, records, reports and other papers of the
Master Servicer relating to the Mortgage Loans, to make copies and extracts
therefrom, to cause such books to be audited by independent certified public
accountants selected by the Depositor or the Trustee and to discuss its affairs,
finances and accounts relating to the Mortgage Loans with its officers,
employees and independent public accountants (and by this provision the Master
Servicer hereby authorizes said accountants to discuss with such representative
such affairs, finances and accounts), all at such reasonable times and as often
as 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.

                                   * * * * * *





                                      X-5
<PAGE>

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


                                       CWMBS, INC.,
                                        as Depositor



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



                                       [THE BANK OF NEW YORK],
                                        as Trustee



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



                                       [COUNTRYWIDE HOME LOANS, INC.],
                                        as Seller



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



                                       [COUNTRYWIDE HOME LOANS SERVICING LP],
                                        as Master Servicer

                                       By Countrywide GP, Inc.



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

<PAGE>

                                   SCHEDULE I

                             Mortgage Loan Schedule

                        [Delivered at Closing to Trustee]





















                                     S-I-1
<PAGE>

                                   SCHEDULE II

                                   CWMBS, Inc.

                       Mortgage Pass-Through Certificates

                                  Series 2003-

                  Representations and Warranties of the Seller

               [Countrywide Home Loans, Inc.] ("[Countrywide"]) hereby makes the
representations and warranties set forth in this Schedule II to the Depositor,
the Master Servicer and the Trustee, as of the Closing Date. Capitalized terms
used but not otherwise defined in this Schedule II shall have the meanings
ascribed thereto in the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") relating to the above-referenced Series, among
[Countrywide], as seller, [Countrywide Home Loans Servicing LP], as master
servicer, CWMBS, Inc., as depositor, 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 and 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 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 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 [Countrywide] of any
        court, regulatory body, administrative agency or governmental body
        having jurisdiction over [Countrywide]; and [Countrywide] is not in
        breach or




                                     S-II-1
<PAGE>

        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 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
        Mortgage Loans to the Depositor as a sale of the 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 for
        as long as such Mortgage Loans are registered with MERS.]




                                     S-II-2
<PAGE>

                                  SCHEDULE III

                                   CWMBS, Inc.

                       Mortgage Pass-Through Certificates

                                  Series 2003-

      Representations and Warranties of the Seller as to the Mortgage Loans

               [Countrywide Home Loans, Inc.] ("[Countrywide]") hereby makes the
representations and warranties set forth in this Schedule III to the Depositor,
the Master Servicer and the Trustee, as of the Closing Date, or if so specified
herein, as of the Cut-off Date. Capitalized terms used but not otherwise defined
in this Schedule III shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") relating to the
above-referenced Series, among [Countrywide], as seller, [Countrywide Home Loans
Servicing LP], as master servicer, CWMBS, Inc., as depositor, and [The Bank of
New York], as trustee.

                      (1) The information set forth on Schedule I to the Pooling
        and Servicing Agreement with respect to each Mortgage Loan is true and
        correct in all material respects as of the Closing Date.

                      (2) As of the Closing Date, all payments due with respect
        to each Mortgage Loan prior to the Cut-off Date have been made; and as
        of the Cut-off Date, no Mortgage Loan has been contractually delinquent
        for 30 or more days 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   %.

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

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

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

                      (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-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 with respect to the Mortgage
        Loans, to the best of the Seller's knowledge, each Mortgaged Property is
        free of material damage and in good repair.

                      (10) Each Mortgage Loan at origination complied in all
        material respects with applicable state and federal laws, including,
        without limitation, usury, equal credit opportunity, real estate
        settlement procedures, truth-in-lending and disclosure laws, and
        consummation of the transactions contemplated hereby will not involve
        the violation of any such laws.

                      (11) As of the Closing Date, neither the Seller nor any
        prior holder of any Mortgage has modified the Mortgage in any material
        respect (except that a Mortgage Loan may have been modified by a written
        instrument which has been recorded or submitted for recordation, if
        necessary, to protect the interests of the Certificateholders and the
        original or a copy of which has been delivered to the Trustee);
        satisfied, cancelled or subordinated such Mortgage in whole or in part;
        released the related Mortgaged Property in whole or in part from the
        lien of such Mortgage; or executed any instrument of release,
        cancellation, modification or satisfaction with respect thereto.

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

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

                      (14) To the best of the Seller'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.

                      (15) To the best of the Seller'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 the Seller'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




                                     S-III-2
<PAGE>

        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.

                      (16) Each Mortgage Note and the related Mortgage are
        genuine, and each is the legal, valid and binding obligation of the
        maker thereof, enforceable in accordance with its terms and under
        applicable law. To the best of the Seller's knowledge, all parties to
        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.

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

                      (18) 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.

                      (19) 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.

                      (20) Each Mortgage Note and each 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.

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

                      (22) The origination, underwriting and collection
        practices used by the Seller with respect to each Mortgage Loan have
        been in all respects legal, prudent and customary in the mortgage
        lending and servicing business.

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

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

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

                      (26) of the Mortgage Loans provide for a prepayment
        penalty.

                      (27) Each Mortgage Loan which 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




                                     S-III-3
<PAGE>

        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
        percentage 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%.] 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.

                      (28) As of the Cut-off Date, the improvements upon each
        Mortgaged Property are covered by a valid and existing hazard insurance
        policy with a generally acceptable carrier that provides for fire and
        extended coverage and coverage for such other hazards as are customary
        in the area where the Mortgaged Property is located in an amount 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 the Seller or the
        original mortgagee, and its successors in interest, as mortgagee, and
        the Seller has received no notice that any premiums due and payable
        thereon have not been paid; the Mortgage obligates the Mortgagor
        thereunder to maintain all such insurance including flood insurance at
        the Mortgagor's cost and expense, and upon the Mortgagor's failure to do
        so, authorizes the holder of the Mortgage to obtain and maintain such
        insurance at the Mortgagor's cost and expense and to seek reimbursement
        therefor from the Mortgagor.

                      (29) 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.

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

                      (31) There is no material monetary default existing under
        any Mortgage or the related Mortgage Note and, to the best of the
        Seller's knowledge, there is no material event which, with the passage
        of time or with notice and the expiration of any grace or cure period,
        would constitute a default, breach, violation or event of acceleration
        under the Mortgage or the related Mortgage Note; and the Seller has not
        waived any default, breach, violation or event of acceleration.




                                     S-III-4
<PAGE>

                      (32) 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 Seller's knowledge, does
        not include cooperatives or mobile homes and does not constitute other
        than real property under state law.

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

                      (34) 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.

                      (35) All taxes, governmental assessments, insurance
        premiums, water, sewer and municipal charges, leasehold payments or
        ground rents which previously became due and owing have been paid, or an
        escrow of funds has been established in an amount sufficient to pay for
        every such item which remains unpaid and which has been assessed, but is
        not yet due and payable. Except for (A) payments in the nature of escrow
        payments, and (B) interest accruing from the date of the Mortgage Note
        or date of disbursement of the Mortgage proceeds, whichever is later, to
        the day which precedes by one month the Due Date of the first
        installment of principal and interest, including without limitation,
        taxes and insurance payments, the Master Servicer has not advanced
        funds, or induced, solicited or knowingly received any advance of funds
        by a party other than the Mortgagor, directly or indirectly, for the
        payment of any amount required by the Mortgage.

                      (36) [Each Mortgage Loan was underwritten in all material
        respects in accordance with the Seller's underwriting guidelines as set
        forth in the Prospectus Supplement.]

                      (37) [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.

                      (38) [None] of the Mortgage Loans are graduated payment
        mortgage loans or a growing equity mortgage loans, and [none] of the
        Mortgage Loans are subject to a buydown or similar arrangement.

                      (39) 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.

                      (40) The Mortgage Loans were selected from among the
        outstanding fixed-rate one- to four-family mortgage loans in
        [Countrywide]'s portfolio at the Closing Date as to which the
        representations and warranties made as to the Mortgage Loans set forth
        in this Schedule III can be made. Such selection was not made in a
        manner intended to adversely affect the interests of Certificateholders.




                                     S-III-5
<PAGE>

                      (41) Except for Mortgage Loans, each Mortgage Loan has a
        payment date on or before the Due Date in the month of the first
        Distribution Date.

                      (42) 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.

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

                      (44) The aggregate principal balance of the Discount
        Mortgage Loans will not exceed $ .

                      (45) [None of the Mortgage Loans are subject to the
        Georgia Fair Lending Act, as amended.]














                                     S-III-6
<PAGE>

                                   SCHEDULE IV

                                   CWMBS, Inc.

                       Mortgage Pass-Through Certificates

                                  Series 2003-

              Representations and Warranties of the Master Servicer

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

                      (1) [Countrywide Servicing] is duly organized as a
        [limited partnership] and is validly existing and in good standing under
        the laws of the State of [Texas] and is duly authorized and qualified to
        transact any and all business contemplated by the Pooling and Servicing
        Agreement to be conducted by [Countrywide Servicing] in any state in
        which a Mortgaged Property is located or is otherwise not required under
        applicable law to effect such qualification and, in any event, is in
        compliance with the doing business laws of any such state, to the extent
        necessary to perform any of its obligations under the Pooling and
        Servicing Agreement in accordance with the terms thereof.

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

                      (3) The execution and delivery of the Pooling and
        Servicing Agreement by [Countrywide Servicing], the servicing of the
        Mortgage Loans by [Countrywide Servicing] under the Pooling and
        Servicing Agreement, the consummation of any other of the transactions
        contemplated by the Pooling and Servicing Agreement, and the fulfillment
        of or compliance with the terms thereof are in the ordinary course of
        business of [Countrywide Servicing] and will not (A) result in a
        material breach of any term or provision of the certificate of [limited
        partnership], [partnership agreement] or other organizational document
        of [Countrywide Servicing] or (B) materially conflict with, result in a
        material breach, violation or acceleration of, or result in a material
        default under, 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,


                                     S-IV-1
<PAGE>

        regulatory body, administrative agency or governmental body having
        jurisdiction over [Countrywide Servicing]; and [Countrywide Servicing]
        is not in breach or violation of any material indenture or other
        material agreement or instrument, or in violation of any statute, order
        or regulation of any court, regulatory body, administrative agency or
        governmental body having jurisdiction over it which breach or violation
        may materially impair the ability of [Countrywide Servicing] to perform
        or meet any of its obligations under the Pooling and Servicing
        Agreement.

                      (4) [Countrywide Servicing] is an approved servicer of
        conventional mortgage loans for FNMA or FHLMC and is a mortgagee
        approved by the Secretary of Housing and Urban Development pursuant to
        sections 203 and 211 of the National Housing Act.

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

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

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








                                     S-IV-2
<PAGE>

                                   SCHEDULE V

                           Principal Balances Schedule

                                 [if applicable]

























                                      S-V-1
<PAGE>

                                   SCHEDULE VI

                     Form of Monthly Master Servicer Report


                           LOAN LEVEL REPORTING SYSTEM

                               DATABASE STRUCTURE

                                  [MONTH, YEAR]
<TABLE>
<CAPTION>
  Field Number         Field Name          Field Type      Field Width         Dec
  ------------         ----------          ----------      -----------         ---
<S>                    <C>                 <C>             <C>                 <C>
      1                INVNUM              Numeric                4

      2                INVBLK              Numeric                4

      3                INACNU              Character              8

      4                BEGSCH              Numeric               15             2

      5                SCHPRN              Numeric               13             2

      6                TADPRN              Numeric               11             2

      7                LIQEPB              Numeric               11             2

      8                ACTCOD              Numeric               11

      9                ACTDAT              Numeric                4

      10               INTPMT              Numeric                8

      11               PRNPMT              Numeric               13             2

      12               ENDSCH              Numeric               13             2

      13               SCHNOT              Numeric               13             2

      14               SCHPAS              Numeric                7             3

      15               PRINPT              Numeric                7             3

      16               PRIBAL              Numeric               11             2

      17               LPIDTE              Numeric               13             2

      18               DELPRN              Numeric                7

      19               PPDPRN              Numeric               11             2

      20               DELPRN              Numeric               11             2

      21               NXTCHG              Numeric                8

      22               ARMNOT              Numeric                7             3

      23               ARMPAS              Numeric                7             3

      24               ARMPMT              Numeric               11             2

      25               ZZTYPE              Character              2

      26               ISSUID              Character              1

      27               KEYNAME             Character              8

TOTAL                                                           240

  Suggested Format:    DBASE file
                       Modem transmission
</TABLE>


                                     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").]



                                      A-1
<PAGE>

Certificate No.                   :

Cut-off Date                      :

First Distribution Date           :

Initial Certificate Balance
of this Certificate
("Denomination")                  :      $

Initial Certificate Balances
of all Certificates of
this Class                        :      $


CUSIP                             :


                                   CWMBS, INC.
             Mortgage Pass-Through Certificates, Series 200____-____
                                    Class [ ]

        evidencing a percentage interest in the distributions allocable to the
        Certificates of the above-referenced Class with respect to a Trust Fund
        consisting primarily of a pool of conventional mortgage loans (the
        "Mortgage Loans") secured by first liens on one- to four-family
        residential properties

                            CWMBS, Inc., as Depositor

        Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Seller, the Master Servicer or the Trustee referred to below or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.

        This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate Initial Certificate Balances
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 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 seller (the "Seller"), [Countrywide Home Loans Servicing LP],
as master servicer (the "Master Servicer"), and [The Bank of New York], as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.



                                      A-2
<PAGE>

        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.

[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES UNDER THE CODE TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS _______, 200 _. THE
INITIAL PER ANNUM RATE OF INTEREST ON THIS CERTIFICATE IS ____%. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT OF ____% PER ANNUM
(THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH $________
OF OID PER $1,000 OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS CERTIFICATE; THE
ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE FOR PURPOSES OF COMPUTING THE
ACCRUAL OF OID IS APPROXIMATELY ____% (COMPOUNDED MONTHLY); THE AMOUNT OF OID
ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD IS $________ PER $1,000 OF THE
ORIGINAL PRINCIPAL AMOUNT OF THIS CERTIFICATE COMPUTED USING THE MONTHLY YIELD
AND DAILY COMPOUNDING DURING THE SHORT ACCRUAL PERIOD. NO REPRESENTATION IS MADE
THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT ASSUMPTION
OR AT ANY OTHER RATE. THE ACTUAL YIELD TO MATURITY MAY DIFFER FROM THAT SET
FORTH ABOVE, AND THE ACCRUAL OF OID WILL BE ADJUSTED, IN ACCORDANCE WITH SECTION
1272(a)(6) OF THE CODE, TO TAKE INTO ACCOUNT EVENTS WHICH HAVE OCCURRED DURING
ANY ACCRUAL PERIOD. THE PREPAYMENT ASSUMPTION IS INTENDED TO BE THE PREPAYMENT
ASSUMPTION REFERRED TO IN SECTION 1272(a)(6)(B)(iii) OF THE CODE.]

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.



                                      B-1
<PAGE>

[NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE REPRESENTS TO THE TRUSTEE 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 DELIVERS TO THE
TRUSTEE AN ALTERNATIVE REPRESENTATION 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, 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 Balances
of all Certificates of
this Class                        :      $


                                   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 loans (the "Mortgage
        Loans") secured by first liens on one- to four-family residential
        properties

                            CWMBS, Inc., as Depositor


        Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Seller, the Master Servicer or the Trustee referred to below or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.

        This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate Initial Certificate Balances
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 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 seller (the "Seller"), [Countrywide Home Loans Servicing LP],
as master servicer (the "Master Servicer"), and [The Bank of New York], as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

        [No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is



                                      B-3
<PAGE>

exempt from the registration requirements under said Act and such laws. In the
event that a transfer is to be made in reliance upon an exemption from the
Securities Act and such laws, in order to assure compliance with the Securities
Act and such laws, the Certificateholder desiring to effect such transfer and
such Certificateholder's prospective transferee shall each certify to the
Trustee in writing the facts surrounding the transfer. In the event that such a
transfer is to be made within three years from the date of the initial issuance
of Certificates pursuant hereto, there shall also be delivered (except in the
case of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee
an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Securities Act and such state securities laws, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Seller, the Master
Servicer or the Depositor. The Holder hereof desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.]

        [No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received either (i) a representation [letter] from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or a plan subject to
Section 4975 of the Code, nor a person acting on behalf of any such plan, which
representation letter shall not be an expense of the Trustee or the Master
Servicer, (ii) if 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 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. [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, 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-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



                                      B-5
<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.

[THIS CERTIFICATE REPRESENTS THE "TAX MATTERS PERSON RESIDUAL INTEREST" ISSUED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW AND MAY NOT BE
TRANSFERRED TO ANY PERSON EXCEPT IN CONNECTION WITH THE ASSUMPTION BY THE
TRANSFEREE OF THE DUTIES OF THE SERVICER UNDER SUCH AGREEMENT.]

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 AN ALTERNATIVE REPRESENTATION 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.



                                      C-1
<PAGE>

Certificate No.                   :

Cut-off  Date                     :

Initial Certificate Balance
of this Certificate
("Denomination")                  :      $

Initial Certificate Balances
of all Certificates of
this Class                        :      $

CUSIP                             :


                                   CWMBS, INC.
             Mortgage Pass-Through Certificates, Series 200____-____

        evidencing the distributions allocable to the Class A-R Certificates
        with respect to a Trust Fund consisting primarily of a pool of
        conventional loans (the "Mortgage Loans") secured by first liens on one-
        to four-family residential properties

                            CWMBS, Inc., as Depositor


        Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Seller, the Master Servicer or the Trustee referred to below or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.

        This certifies that _________________ is the registered owner of the
Percentage Interest (obtained by dividing the Denomination of this Certificate
by the aggregate Initial Certificate Balances 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
"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 seller (the "Seller"),
[Countrywide Home Loans Servicing LP], as master servicer (the "Master
Servicer"), and [The Bank of New York], as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

        Any distribution of the proceeds of any remaining assets of the Trust
Fund will be made only upon presentment and surrender of this Class A-R
Certificate at the Corporate Trust Office or the office or agency maintained by
the Trustee in New York, New York.



                                      C-2
<PAGE>

        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 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 Class A-R 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 Class A-R Certificate will 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 or the Master Servicer to any obligation in
addition to those undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee or the Master Servicer. Notwithstanding
anything else to the contrary herein, any purported transfer of a Class A-R
Certificate to or on behalf of an employee benefit plan subject to ERISA or to
the Code without the opinion of counsel satisfactory to the Trustee as described
above shall be void and of no effect.

        Each Holder of this Class A-R Certificate will be deemed to have agreed
to be bound by the restrictions of the Agreement, including but not limited to
the restrictions that (i) each person holding or acquiring any Ownership
Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no
Ownership Interest in this Class A-R Certificate may be transferred without
delivery to the Trustee of (a) a transfer affidavit of the proposed transferee
and (b) a transfer certificate of the transferor, each of such documents to be
in the form described in the Agreement, (iii) each person holding or acquiring
any Ownership Interest in this Class A-R Certificate must agree to require a
transfer affidavit and to deliver a transfer certificate to the Trustee as
required pursuant to the Agreement, (iv) each person holding or acquiring an
Ownership Interest in this Class A-R Certificate must agree not to transfer an
Ownership Interest in this Class A-R Certificate if it has actual knowledge that
the proposed transferee is not a 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-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



                                      C-4
<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.]

[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 HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.

[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES UNDER THE CODE TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ________, 200_. THE
INITIAL PER ANNUM RATE OF INTEREST ON THIS CERTIFICATE IS ____%. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT OF ____% PER ANNUM
(THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH $______ OF
OID ON THE INITIAL POOL STATED PRINCIPAL BALANCE; THE ANNUAL YIELD TO MATURITY
OF THIS CERTIFICATE FOR PURPOSES OF COMPUTING THE ACCRUAL OF OID IS
APPROXIMATELY ____% (COMPOUNDED MONTHLY); THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD IS $______ ON THE INITIAL POOL STATED PRINCIPAL
BALANCE; AND THE METHOD USED TO CALCULATE THE ANNUAL YIELD TO MATURITY AND THE
AMOUNT OF OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD IS THE EXACT METHOD AS
DEFINED IN PROPOSED TREASURY REGULATIONS. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT ASSUMPTION OR AT
ANY OTHER RATE. THE ACTUAL YIELD TO MATURITY MAY DIFFER FROM THAT SET FORTH
ABOVE, AND THE ACCRUAL OF OID WILL BE ADJUSTED, IN ACCORDANCE WITH SECTION
1272(A)(6) OF THE CODE, TO TAKE INTO ACCOUNT EVENTS WHICH HAVE OCCURRED DURING
ANY ACCRUAL PERIOD. THE PREPAYMENT ASSUMPTION IS INTENDED TO BE THE PREPAYMENT
ASSUMPTION REFERRED TO IN SECTION 1272(A)(6)(B)(III) OF THE CODE.]

[NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE REPRESENTS TO THE TRUSTEE 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



                                      D-1
<PAGE>

CODE, OR DELIVERS TO THE TRUSTEE AN ALTERNATIVE REPRESENTATION 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, 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-2
<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                             :


                                   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 loans (the "Mortgage
        Loans") secured by first liens on one- to four-family residential
        properties

                            CWMBS, Inc., as Depositor


        This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Seller, the Master Servicer or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.

        This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate specified above 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 Cut-off Date
specified above (the "Agreement") among the Depositor, [Countrywide Home Loans,
Inc.], as seller (the "Seller"), [Countrywide Home Loans Servicing LP], as
master servicer (the "Master Servicer"), and The Bank of New York, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        [No transfer of a Certificate of this Class shall be made unless 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



                                      D-3
<PAGE>

subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code,
nor a person acting on behalf of any such plan, which representation letter
shall not be an expense of the Trustee or the Master Servicer, (ii) if
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 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. [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, 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.

                                   *    *    *

        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 [Reserved]



                                      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 th day of each month or, if such th 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 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.



                                      E-1
<PAGE>

        As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office or the office or agency maintained by the
Trustee in New York, New York, accompanied by a written instrument of transfer
in form satisfactory to the Trustee and the Certificate Registrar duly executed
by the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
Fund will be issued to the designated transferee or transferees.

        The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

        No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        The Depositor, the Master Servicer, the Seller and the Trustee and any
agent of the Depositor or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Trustee, nor any such agent shall be affected by any notice to
the contrary.

        On any Distribution Date on which the Pool Stated Principal Balance is
less than [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 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-2
<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-3
<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-4
<PAGE>

                                   EXHIBIT F-1

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE


                                     [date]


[Depositor]

[Master Servicer]

[Seller]

_____________________

_____________________

                  Re:   Pooling and Servicing Agreement among
                        CWMBS, Inc., as Depositor, [Countrywide
                        Home Loans, Inc.], as 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 from the Seller stating that the original
Mortgage Note was lost or destroyed; and

        (ii) a duly executed assignment of the Mortgage (which may be included
in a blanket assignment or assignments).

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

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage



                                     F-1-1
<PAGE>

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-1-2
<PAGE>

                                   EXHIBIT G-1

                      FORM OF DELAY DELIVERY CERTIFICATION


                                     [date]

[Depositor]

[Master Servicer]

[Seller]
_____________________

_____________________

               Re:    Pooling and Servicing Agreement among
                      CWMBS, Inc., as Depositor, [Countrywide
                      Home Loans, Inc.], as 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 the Seller 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 the Seller, or, if
               the original Mortgage Note has been lost or destroyed and not
               replaced, an original lost note affidavit from the Seller,
               stating that the original Mortgage Note was lost 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-1-1
<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 [        ], 2003, 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 the Seller cannot deliver the original recorded Mortgage or
all interim recorded assignments of the Mortgage satisfying the requirements of
clause (ii), (iii) or (iv), as applicable, the Trustee has received, in lieu
thereof, a true and complete copy of such Mortgage and/or such assignment or
assignments of the Mortgage, as applicable, each certified by the Seller, 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
Section 1.01 of the Pooling and Servicing Agreement accurately reflects
information set forth in the Mortgage File.

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
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-1-2
<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-1-3
<PAGE>

                                   EXHIBIT H-1


                     FORM OF FINAL CERTIFICATION OF TRUSTEE


                                     [date]


[Depositor]

[Master Servicer]

[Seller]

____________________

____________________

                Re:     Pooling and Servicing Agreement among
                        CWMBS, Inc., as Depositor, [Countrywide
                        Home Loans, Inc.], as 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 the Seller 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 the Seller, or, if
               the original Mortgage Note has been lost or destroyed and not
               replaced, an original lost note affidavit from the Seller,
               stating that the original Mortgage Note was lost 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



                                     H-1-1
<PAGE>

               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 [        ], 2003, 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 the Seller cannot deliver the original recorded Mortgage or
all interim recorded assignments of the Mortgage satisfying the requirements of
clause (ii), (iii) or (iv), as applicable, the Trustee has received, in lieu
thereof, a true and complete copy of such Mortgage and/or such assignment or
assignments of the Mortgage, as applicable, each certified by the Seller, 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
Section 1.01 of the Pooling and Servicing Agreement accurately reflects
information set forth in the Mortgage File.



                                     H-1-2
<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-1-3
<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 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 Floor
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 Floor
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 Floor
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 Floor
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.



                                      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).

               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



                                      L-6
<PAGE>

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

               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
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 [         ], 2003 among
              [Countrywide Home Loans, Inc.], as Seller, [Countrywide Home Loans
              Servicing LP], as Master Servicer, CWMBS, Inc. and [The Bank of
              New York], as Trustee

Ladies and Gentlemen:

        In connection with the administration of the Mortgage Loans held by you
as Trustee for CWMBS, Inc., we request the release of the Mortgage Loan File for
the Mortgage Loan(s) described below, for the reason indicated.

FT Account #:                                           Pool #:

Mortgagor's Name, Address and Zip Code:

Mortgage Loan Number:

Reason for Requesting Documents (check one)

        1.     Mortgage Loan paid in full ([Countrywide Home Loans, Inc.] hereby
               certifies that all amounts have been received).

        2.     Mortgage Loan Liquidated ([Countrywide Home Loans, Inc.] hereby
               certifies that all proceeds of foreclosure, insurance, or other
               liquidation have been finally received).

        3.     Mortgage Loan in Foreclosure.

        4.     Other (explain):

        If item 1 or 2 above is checked, and if all or part of the Mortgage File
was previously released to us, please release to us our previous receipt on file
with you, as well as any additional documents in your possession relating to the
above-specified Mortgage Loan. If item 3 or 4 is checked, upon return of all of
the above documents to you as Trustee, please acknowledge your receipt by
signing in the space indicated below, and returning this form.



                                      N-1
<PAGE>

                                             [COUNTRYWIDE HOME LOANS, INC.
                                             4500 Park Granada
                                             Calabasas, California  91302]


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


TRUSTEE CONSENT TO RELEASE AND
ACKNOWLEDGEMENT OF RECEIPT


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



                                      N-2
<PAGE>

                                    EXHIBIT O

                                   [RESERVED]



                                      O-1