Exhibit 4.1



                                                             EXECUTION VERSION

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




                                 CWABS, INC.,
                                   Depositor

                         COUNTRYWIDE HOME LOANS, INC.,
                                    Seller

                               PARK MONACO INC.,
                                    Seller

                               PARK SIENNA LLC,
                                    Seller

                     COUNTRYWIDE HOME LOANS SERVICING LP,
                                Master Servicer

                                      and

                             THE BANK OF NEW YORK,
                                    Trustee


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

                        POOLING AND SERVICING AGREEMENT

                         Dated as of September 1, 2005

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

                   ASSET-BACKED CERTIFICATES, SERIES 2005-10



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

                                                                                                                Page
                                                                                                                ----

<S>              <C>                                                                                            <C>
ARTICLE I. DEFINITIONS                                                                                           13

Section 1.01      Defined Terms..................................................................................13
Section 1.02      Certain Interpretive Provisions................................................................61

ARTICLE II. CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES                                         61

Section 2.01      Conveyance of Mortgage Loans...................................................................61
Section 2.02      Acceptance by Trustee of the Mortgage Loans....................................................68
Section 2.03      Representations, Warranties and Covenants of the Master Servicer and the Sellers...............74
Section 2.04      Representations and Warranties of the Depositor................................................92
Section 2.05      Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases................94
Section 2.06      Authentication and Delivery of Certificates....................................................95
Section 2.07      Covenants of the Master Servicer...............................................................95

ARTICLE III. ADMINISTRATION AND SERVICING OF MORTGAGE LOANS                                                      95

Section 3.01      Master Servicer to Service Mortgage Loans......................................................95
Section 3.02      Subservicing; Enforcement of the Obligations of Master Servicer................................97
Section 3.03      Rights of the Depositor, the Sellers, the Certificateholders, the NIM Insurer and the
                  Trustee in Respect of the Master Servicer......................................................98
Section 3.04      Trustee to Act as Master Servicer..............................................................98
Section 3.05      Collection of Mortgage Loan Payments; Certificate Account; Distribution Account;
                  Pre-Funding Account; Seller Shortfall Interest Requirement.....................................99
Section 3.06      Collection of Taxes, Assessments and Similar Items; Escrow Accounts...........................102
Section 3.07      Access to Certain Documentation and Information Regarding the Mortgage Loans..................103
Section 3.08      Permitted Withdrawals from the Certificate Account, Distribution Account, Carryover
                  Reserve Fund and the Principal Reserve Fund...................................................103
Section 3.09      [Reserved]....................................................................................106
Section 3.10      Maintenance of Hazard Insurance...............................................................106
Section 3.11      Enforcement of Due-On-Sale Clauses; Assumption Agreements.....................................107
Section 3.12      Realization Upon Defaulted Mortgage Loans; Determination of Excess Proceeds and
                  Realized Losses; Repurchase of Certain Mortgage Loans.........................................108
Section 3.13      Trustee to Cooperate; Release of Mortgage Files...............................................112
Section 3.14      Documents, Records and Funds in Possession of Master Servicer to be Held for the
                  Trustee.......................................................................................113
Section 3.15      Servicing Compensation........................................................................113
Section 3.16      Access to Certain Documentation...............................................................114
Section 3.17      Annual Statement as to Compliance.............................................................114

                                                         i

<PAGE>

Section 3.18      Annual Independent Public Accountants' Servicing Statement; Financial Statements..............114
Section 3.19      The Corridor Contracts........................................................................115
Section 3.20      Prepayment Charges............................................................................115

ARTICLE IV. DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER                                                   117

Section 4.01      Advances; Remittance Reports..................................................................117
Section 4.02      Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls.........118
Section 4.03      [Reserved]....................................................................................118
Section 4.04      Distributions.................................................................................119
Section 4.05      Monthly Statements to Certificateholders......................................................128
Section 4.06      [Reserved]....................................................................................131
Section 4.07      Carryover Reserve Fund........................................................................131
Section 4.08      Credit Comeback Excess Account................................................................132

ARTICLE V. THE CERTIFICATES                                                                                     133

Section 5.01      The Certificates..............................................................................133
Section 5.02      Certificate Register; Registration of Transfer and Exchange of Certificates...................135
Section 5.03      Mutilated, Destroyed, Lost or Stolen Certificates.............................................139
Section 5.04      Persons Deemed Owners.........................................................................139
Section 5.05      Access to List of Certificateholders' Names and Addresses.....................................139
Section 5.06      Book-Entry Certificates.......................................................................140
Section 5.07      Notices to Depository.........................................................................141
Section 5.08      Definitive Certificates.......................................................................141
Section 5.09      Maintenance of Office or Agency...............................................................141

ARTICLE VI. THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS                                                  142

Section 6.01      Respective Liabilities of the Depositor, the Master Servicer and the Sellers..................142
Section 6.02      Merger or Consolidation of the Depositor, the Master Servicer or the Sellers..................142
Section 6.03      Limitation on Liability of the Depositor, the Sellers, the Master Servicer, the NIM
                  Insurer and Others............................................................................142
Section 6.04      Limitation on Resignation of Master Servicer..................................................143
Section 6.05      Errors and Omissions Insurance; Fidelity Bonds................................................143

ARTICLE VII. DEFAULT; TERMINATION OF MASTER SERVICER                                                            144

Section 7.01      Events of Default.............................................................................144
Section 7.02      Trustee to Act; Appointment of Successor......................................................146
Section 7.03      Notification to Certificateholders............................................................147

                                                        ii

<PAGE>

ARTICLE VIII. CONCERNING THE TRUSTEE                                                                            147

Section 8.01      Duties of Trustee.............................................................................147
Section 8.02      Certain Matters Affecting the Trustee.........................................................149
Section 8.03      Trustee Not Liable for Mortgage Loans.........................................................150
Section 8.04      Trustee May Own Certificates..................................................................150
Section 8.05      Master Servicer to Pay Trustee's Fees and Expenses............................................150
Section 8.06      Eligibility Requirements for Trustee..........................................................151
Section 8.07      Resignation and Removal of Trustee............................................................151
Section 8.08      Successor Trustee.............................................................................152
Section 8.09      Merger or Consolidation of Trustee............................................................153
Section 8.10      Appointment of Co-Trustee or Separate Trustee.................................................153
Section 8.11      Tax Matters...................................................................................154
Section 8.12      [RESERVED]....................................................................................157
Section 8.13      Access to Records of the Trustee..............................................................157
Section 8.14      Suits for Enforcement.........................................................................157

ARTICLE IX. TERMINATION                                                                                         157

Section 9.01      Termination upon Liquidation or Repurchase of all Mortgage Loans..............................157
Section 9.02      Final Distribution on the Certificates........................................................158
Section 9.03      Additional Termination Requirements...........................................................159

ARTICLE X. MISCELLANEOUS PROVISIONS                                                                             160

Section 10.01     Amendment.....................................................................................160
Section 10.02     Recordation of Agreement; Counterparts........................................................162
Section 10.03     Governing Law.................................................................................162
Section 10.04     Intention of Parties..........................................................................163
Section 10.05     Notices.......................................................................................163
Section 10.06     Severability of Provisions....................................................................164
Section 10.07     Assignment....................................................................................164
Section 10.08     Limitation on Rights of Certificateholders....................................................165
Section 10.09     Inspection and Audit Rights...................................................................165
Section 10.10     Certificates Nonassessable and Fully Paid.....................................................166
Section 10.11     Rights of NIM Insurer.........................................................................166
</TABLE>


Exhibits
--------

EXHIBIT A              Forms of Certificates
     EXHIBIT A-1       Form of Class AF-1 Certificate
     EXHIBIT A-2       Form of Class AF-2 Certificate
     EXHIBIT A-3       Form of Class AF-3 Certificate
     EXHIBIT A-4       Form of Class AF-4 Certificate
     EXHIBIT A-5       Form of Class AF-5 Certificate
     EXHIBIT A-6       Form of Class AF-6 Certificate
     EXHIBIT A-7       Form of Class MF-1 Certificate

                                      iii

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     EXHIBIT A-8       Form of Class MF-2 Certificate
     EXHIBIT A-9       Form of Class MF-3 Certificate
     EXHIBIT A-10      Form of Class MF-4 Certificate
     EXHIBIT A-11      Form of Class MF-5 Certificate
     EXHIBIT A-12      Form of Class MF-6 Certificate
     EXHIBIT A-13      Form of Class MF-7 Certificate
     EXHIBIT A-14      Form of Class MF-8 Certificate
     EXHIBIT A-16      Form of Class BF Certificate
     EXHIBIT A-17      Form of Class 2-AV-1 Certificate
     EXHIBIT A-18      Form of Class 3-AV-1 Certificate
     EXHIBIT A-19      Form of Class 3-AV-2 Certificate
     EXHIBIT A-20      Form of Class 3-AV-3 Certificate
     EXHIBIT A-21      Form of Class MV-1 Certificate
     EXHIBIT A-22      Form of Class MV-2 Certificate
     EXHIBIT A-23      Form of Class MV-3 Certificate
     EXHIBIT A-24      Form of Class MV-4 Certificate
     EXHIBIT A-25      Form of Class MV-5 Certificate
     EXHIBIT A-26      Form of Class MV-6 Certificate
     EXHIBIT A-27      Form of Class MV-7 Certificate
     EXHIBIT A-28      Form of Class MV-8 Certificate
     EXHIBIT A-29      Form of Class MV-9 Certificate
     EXHIBIT A-30      Form of Class MV-10 Certificate
     EXHIBIT A-31      Form of Class BV Certificate
EXHIBIT B              Forms of Class P Certificate
     EXHIBIT B-1       Form of Class PF Certificate
     EXHIBIT B-2       Form of Class PV Certificate
EXHIBIT C              Forms of Class C Certificate
     EXHIBIT C-1       Form of Class CF Certificate
     EXHIBIT C-2       Form of Class CV Certificate
EXHIBIT D              Form of Class A-R Certificate
EXHIBIT E              Form of Tax Matters Person Certificate (Class A-R)
EXHIBIT F              Mortgage Loan Schedule
     EXHIBIT F-1       List of Mortgage Loans
     EXHIBIT F-2       Mortgage Loans for which All or a
                           Portion of a Related Mortgage File is
                           not Delivered to the Trustee on or
                           prior to the Closing Date
EXHIBIT G              Forms of Certification of Trustee
     EXHIBIT G-1       Form of Initial Certification of Trustee
                           (Initial Mortgage Loans)
     EXHIBIT G-2       Form of Interim Certification of Trustee
     EXHIBIT G-3       Form of Delay Delivery Certification
     EXHIBIT G-4       Form of Initial Certification of Trustee
                           (Subsequent Mortgage Loans)
EXHIBIT H              Form of Final Certification of Trustee
EXHIBIT I              Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1            Form of Transferor Certificate for Class A-R Certificates
EXHIBIT J-2            Form of Transferor Certificate for Private Certificates

                                      iv

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EXHIBIT K              Form of Investment Letter (Non-Rule 144A)
EXHIBIT L              Form of Rule 144A Letter
EXHIBIT M              Form of Request for Document Release
EXHIBIT N              Form of Request for File Release
EXHIBIT O              Copy of Depository Agreement
EXHIBIT P              Form of Subsequent Transfer Agreement
EXHIBIT Q              Form of Corridor Contracts
     EXHIBIT Q-1       Form of Class AF-1 Corridor Contract
     EXHIBIT Q-2       Form of Class 2-AV-1 Corridor Contract
     EXHIBIT Q-3       Form of Class 3-AV Corridor Contract
     EXHIBIT Q-4       Form of Adjustable Rate Subordinate Corridor Contract
EXHIBIT R              [Reserved]
EXHIBIT S-1            Form of Corridor Contract Assignment Agreement
EXHIBIT S-2            Form of Corridor Contract Administration Agreement
EXHIBIT T              Officer's Certificate with respect to Prepayments
SCHEDULE I             Prepayment Charge Schedule and Prepayment Charge Summary
SCHEDULE II            Collateral Schedule


                                      v

<PAGE>


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

                             PRELIMINARY STATEMENT

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

         REMIC 1:

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


<PAGE>



                                    Initial    Pass-Through   Corresponding
REMIC 1 Interests                   Balance        Rate       Loan Group(s)
-------------------------------- ------------ -------------  ----------------
R-1-1-I.........................      (1)           (5)              1
R-1-1-S.........................      (2)           (6)              1
R-1-2-I.........................      (1)           (5)              2
R-1-2-S.........................      (2)           (6)              2
R-1-3-I.........................      (1)           (5)              3
R-1-3-S.........................      (2)           (6)              3
R-1-XF..........................      (3)           (7)              1
R-1-XV..........................      (3)           (7)            2 and 3
R-1-PF..........................     $100           (8)             N/A
R-1-PV..........................     $100           (9)             N/A
R-1-R...........................      (4)           (4)             N/A
---------------

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

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

(3)      This REMIC 1 Interest pays no principal.

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

(5)      The interest rate for this REMIC 1 Interest with respect to any
         Distribution Date (and the related Accrual Period) through the
         Distribution Date in December 2005 is a per annum rate equal to the
         weighted average of the Adjusted Net Mortgage Rates of the Initial
         Mortgage Loans in the Corresponding Loan Group. For any Distribution
         Date (and the related Accrual Period) following the Distribution Date
         in December 2005, the interest rate for this REMIC 1 Interest is a
         per annum rate equal to the weighted average of the Adjusted Net
         Mortgage Rates of all the Mortgage Loans in the Corresponding Loan
         Group.

(6)      The interest rate for this REMIC 1 Interest with respect to any
         Distribution Date (and the related Accrual Period) through the
         Distribution Date in December 2005 is a per annum rate equal to
         0.00%. For any Distribution Date (and the related Accrual Period)
         following the Distribution Date in December 2005, the interest rate
         for this REMIC 1 Interest is a per annum rate equal to the weighted
         average of the Adjusted Net Mortgage Rates of all the Mortgage Loans
         in the Corresponding Loan Group.

(7)      For any Distribution Date (and the related Accrual Period) through
         the Distribution Date in December 2005, this REMIC 1 Interest is
         entitled to all the interest payable with


                                      2

<PAGE>

         respect to the Subsequent Mortgage Loans in the Corresponding Loan
         Group (or Groups). For any Distribution Date (and the related Accrual
         Period) following the Distribution Date in December 2005, the
         interest rate for this REMIC 1 Interest is a per annum rate equal to
         0.00%.

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

(9)      The R-1-PV Interest is entitled to all Prepayment Charges collected
         with respect to the Mortgage Loans in Loan Group 2 and Loan Group 3.
         It pays no interest.

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

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

         (2) Principal. For any Distribution Date (and the related Accrual
Period) through the Distribution Date in December 2005, the Principal
Distribution Amount with respect to the Initial Mortgage Loans in a Loan Group
shall be allocated to its corresponding "I" REMIC 1 Interests, and the
Principal Distribution Amount with respect to the Subsequent Mortgage Loans in
a Loan Group shall be allocated to its corresponding "S" REMIC 1 Interests.
For any Distribution Date (and the related Accrual Period) after the
Distribution Date in December 2005, the Principal Distribution Amount with
respect to all Mortgage Loans in a Loan Group shall be allocated in proportion
to its corresponding REMIC 1 Interests.

         REMIC 2:

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

                                         Initial   Pass-Through   Corresponding
REMIC 2 Interests                        Balance       Rate         Loan Group
--------------------------------------- --------- -------------- ---------------
R-2-F .............................        (1)          (2)             1
R-2-A-2 (0.9% of SCB Group 2)......        (3)          (4)             2
R-2-B-2 (0.1% of SCB Group 2)......        (3)          (4)             2
R-2-C-2 (0.9% of ASCB Group 2).....        (3)          (4)             2
R-2-D-2 (0.1% of ASCB Group 2).....        (3)          (4)             2
R-2-E-2 (Excess of Group 2)........        (3)          (4)             2
R-2-A-3 (0.9% of SCB Group 3)......        (3)          (5)             3
R-2-B-3 (0.1% of SCB Group 3)......        (3)          (5)             3

                                      3

<PAGE>

                                         Initial   Pass-Through   Corresponding
REMIC 2 Interests                        Balance       Rate         Loan Group
--------------------------------------- --------- -------------- ---------------
R-2-C-3 (0.9% of ASCB Group 3).....        (3)          (5)             3
R-2-D-3 (0.1% of ASCB Group 3).....        (3)          (5)             3
R-2-E-3 (Excess of Group 3)........        (3)          (5)             3
R-2-PF.............................       $100          (6)            N/A
R-2-PV.............................       $100          (7)            N/A
R-2-R..............................        (8)          (8)            N/A
R-2-XF.............................        (9)         (10)            N/A
R-2-XV.............................        (9)         (11)            N/A
---------------

(1)      The Class F Interest will have a principal balance equal to the
         principal balance of the R-1-1-I and R-1-1-S Interests.

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

(3)      With respect to the Variable Interests, each REMIC 2 Interest having
         an "R-2-A-" designation (each, an "R-2-A Interest") will have a
         principal balance initially equal to 0.9% of the Subordinate
         Component Balance ("SCB") of its Corresponding Loan Group. Each REMIC
         2 Interest having an "R-2-B-" designation (each, an "R-2-B Interest")
         will have a principal balance initially equal to 0.1% of the SCB of
         its Corresponding Loan Group. Each REMIC 2 Interest having an
         "R-2-C-" designation (each, an "R-2-C Interest") will have a
         principal balance initially equal to 0.9% of the Adjusted Subordinate
         Component Balance ("ASCB") of its Corresponding Loan Group. Each
         REMIC 2 Interest having an "R-2-D-" designation (each, an "R-2-D
         Interest") will have a principal balance initially equal to 0.1% of
         the ASCB of its Corresponding Loan Group. The initial principal
         balance of each REMIC 2 Interest having an "R-2-E-" designation
         (each, an "R-2-E Interest") will equal the excess of its
         Corresponding Loan Group over the initial aggregate principal
         balances of the R-2-A, R-2-B, R-2-C and R-2-D Interests corresponding
         to such Loan Group.

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

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

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

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

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



                                      4
<PAGE>

(9)      This REMIC 2 Interest pays no principal.

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

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

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

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

         (2) Principal. All Principal Distribution Amounts arising with
respect to Loan Group 1 shall be allocated to the Fixed Interests.

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

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

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

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

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

         (c) The outstanding aggregate R-2-A and R-2-B Interests for both
Variable Loan Groups will not be reduced below 1 percent of the excess of (i)
the aggregate outstanding Stated


                                      5
<PAGE>

Principal Balances of all Variable Loan Groups as of the end of any Due Period
over (ii) the Senior Certificates related to the Variable Loan Groups as of
the related Distribution Date (after taking into account distributions of
principal on such Distribution Date).

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

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

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

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

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

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

If (and to the extent that) the limitation in paragraph (f) prevents the
distribution of principal to the R-2-C and R-2-D Interests of a Variable Loan
Group, and if the Variable Loan Group's R-2-E Interest has already been
reduced to zero, then the excess principal from that Variable Loan Group will
be paid to the R-2-E Interests of the other Variable Loan Group, the aggregate
R-2-C


                                      6
<PAGE>

and R-2-D Interests of which are less than one percent of the Adjusted
Subordinate Component Balance. If the Variable Loan Group of the R-2-E
Interest that receives such payment has a Group Net Rate Cap below the Group
Net Rate Cap of the Variable Loan Group making the payment, then the payment
will be treated by REMIC 2 as a Realized Loss. Conversely, if the Variable
Loan Group of the R-2- E Interest that receives such payment has a Group Net
Rate Cap above the Group Net Rate Cap of the Variable Loan Group making the
payment, then the payment will be treated by REMIC 2 as a reimbursement for
prior Realized Losses.


                                      7
<PAGE>



         REMIC 3:

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                  Pass-Through           Corresponding Class of
      REMIC 3 Interests         Initial Principal Balance              Rate                   Certificates
-------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                         <C>                        <C>
R-3-AF-1......................             (1)                         (2)                        AF-1
-------------------------------------------------------------------------------------------------------------------
R-3-AF-2......................             (1)                         (2)                        AF-2
-------------------------------------------------------------------------------------------------------------------
R-3-AF-3......................             (1)                         (2)                        AF-3
-------------------------------------------------------------------------------------------------------------------
R-3-AF-4......................             (1)                         (2)                        AF-4
-------------------------------------------------------------------------------------------------------------------
R-3-AF-5......................             (1)                         (2)                        AF-5
-------------------------------------------------------------------------------------------------------------------
R-3-AF-6......................             (1)                         (2)                        AF-6
-------------------------------------------------------------------------------------------------------------------
R-3-MF-1......................             (1)                         (2)                        MF-1
-------------------------------------------------------------------------------------------------------------------
R-3-MF-2......................             (1)                         (2)                        MF-2
-------------------------------------------------------------------------------------------------------------------
R-3-MF-3......................             (1)                         (2)                        MF-3
-------------------------------------------------------------------------------------------------------------------
R-3-MF-4......................             (1)                         (2)                        MF-4
-------------------------------------------------------------------------------------------------------------------
R-3-MF-5......................             (1)                         (2)                        MF-5
-------------------------------------------------------------------------------------------------------------------
R-3-MF-6......................             (1)                         (2)                        MF-6
-------------------------------------------------------------------------------------------------------------------
R-3-MF-7......................             (1)                         (2)                        MF-7
-------------------------------------------------------------------------------------------------------------------
R-3-MF-8......................             (1)                         (2)                        MF-8
-------------------------------------------------------------------------------------------------------------------
R-3-BF........................             (1)                         (2)                         BF
-------------------------------------------------------------------------------------------------------------------
R-3-PF........................            $100                         (3)                         PF
-------------------------------------------------------------------------------------------------------------------
R-3-F-Accrual.................             (1)                         (2)                         N/A
-------------------------------------------------------------------------------------------------------------------
R-3-2-AV-1....................             (4)                         (5)                       2-AV-1
-------------------------------------------------------------------------------------------------------------------
R-3-3-AV-1....................             (4)                         (5)                       3-AV-1
-------------------------------------------------------------------------------------------------------------------
R-3-3-AV-2....................             (4)                         (5)                       3-AV-2
-------------------------------------------------------------------------------------------------------------------
R-3-3-AV-3....................             (4)                         (5)                       3-AV-3
-------------------------------------------------------------------------------------------------------------------
R-3-MV-1......................             (4)                         (5)                        MV-1
-------------------------------------------------------------------------------------------------------------------
R-3-MV-2......................             (4)                         (5)                        MV-2
-------------------------------------------------------------------------------------------------------------------
R-3-MV-3......................             (4)                         (5)                        MV-3
-------------------------------------------------------------------------------------------------------------------
R-3-MV-4......................             (4)                         (5)                        MV-4
-------------------------------------------------------------------------------------------------------------------
R-3-MV-5......................             (4)                         (5)                        MV-5
-------------------------------------------------------------------------------------------------------------------
R-3-MV-6......................             (4)                         (5)                        MV-6
-------------------------------------------------------------------------------------------------------------------
R-3-MV-7......................             (4)                         (5)                        MV-7
-------------------------------------------------------------------------------------------------------------------
R-3-MV-8......................             (4)                         (5)                        MV-8
-------------------------------------------------------------------------------------------------------------------
R-3-MV-9......................             (4)                         (5)                        MV-9
-------------------------------------------------------------------------------------------------------------------
R-3-MV-10.....................             (4)                         (5)                        MV-10
-------------------------------------------------------------------------------------------------------------------
R-3-BV........................             (4)                         (5)                         BV
-------------------------------------------------------------------------------------------------------------------
R-3-$100......................                  $100                   (6)                         A-R
-------------------------------------------------------------------------------------------------------------------
R-3-V-Accrual.................             (4)                         (5)                         N/A
-------------------------------------------------------------------------------------------------------------------
R-3-PV........................                  $100                   (7)                         PV
-------------------------------------------------------------------------------------------------------------------
R-3-R.........................             (8)                         (8)                         N/A
-------------------------------------------------------------------------------------------------------------------
R-3-XF........................             (9)                        (10)                         CF
-------------------------------------------------------------------------------------------------------------------
R-3-XV........................             (9)                        (11)                         CV
-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      8
<PAGE>

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

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

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

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

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

(6) This REMIC 3 Interest pays no interest.

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

(8) The R-3-R Interest is the sole class of residual interest in REMIC 3. It
has no principal balance and pays no principal or interest...

(9) This REMIC 3 Interest pays no principal.

(10) This REMIC 3 Interest is entitled to all amounts payable with respect to
the R-2-XF Interest.

(11) This REMIC 3 Interest is entitled to all amounts payable with respect to
the R-2-XV Interest.



                                      9
<PAGE>

         On each Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to the REMIC 2 Interests shall be
payable with respect to the REMIC 3 Interests in the following manner:

         (1) Interest. Interest is to be distributed with respect to each
REMIC 3 Interest at the rate, or according to the formulas, described above.

         (2) Principal. Principal Distribution Amounts shall be allocated
among the REMIC 3 Interests as described above.


                                      10
<PAGE>


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

                             Original Certificate           Pass-Through
Class                         Principal Balance                  Rate
-------------------------- ------------------------  -------------------------
Class AF-1................        $81,794,000                    (1)
Class AF-2................        $15,915,000                    (1)
Class AF-3................        $50,357,000                    (1)
Class AF-4................        $14,691,000                    (1)
Class AF-5................        $21,744,000                    (1)
Class AF-6................        $25,000,000                    (1)
Class MF-1................        $7,250,000                     (1)
Class MF-2................        $6,625,000                     (1)
Class MF-3................        $4,125,000                     (1)
Class MF-4................        $3,625,000                     (1)
Class MF-5................        $3,250,000                     (1)
Class MF-6................        $3,125,000                     (1)
Class MF-7................        $2,750,000                     (1)
Class MF-8................        $2,375,000                     (1)
Class BF..................        $2,500,000                     (1)
Class 2-AV-1..............       $273,131,000                    (1)
Class 3-AV-1..............        $43,518,000                    (1)
Class 3-AV-2..............        $37,822,000                    (1)
Class 3-AV-3..............        $3,529,000                     (1)
Class MV-1................        $26,750,000                    (1)
Class MV-2................        $26,250,000                    (1)
Class MV-3................        $9,000,000                     (1)
Class MV-4................        $10,500,000                    (1)
Class MV-5................        $9,500,000                     (1)
Class MV-6................        $6,250,000                     (1)
Class MV-7................        $8,500,000                     (1)
Class MV-8................        $6,000,000                     (1)
Class MV-9................        $7,750,000                     (1)
Class MV-10...............        $8,250,000                     (1)
Class BV..................        $5,000,000                     (1)
Class CF..................                (2)                    (3)
Class CV..................                (2)                    (4)
Class PF..................                $100                   (5)
Class PV..................                $100                   (5)
Class A-R.................                $100                   (6)

(1)      The Certificates will accrue interest at the related Pass-Through
         Rates identified in this Agreement. For federal income tax purposes,
         the Pass Through Rate in respect of (i) each of the Class AF, Class
         MF and Class BF Certificates will be subject to a cap equal to the
         Fixed Rate Net Rate Cap, (ii) the Class 2-AV-1 Certificates will be
         subject to a cap equal to the Class 2-AV-1 Net Rate Cap, (iii) the
         Class 3-AV Certificates will be subject to a cap equal to the Class
         3-AV Net Rate Cap, and (iv) the Class MV Certificates and the Class
         BV Certificates will be subject to a cap equal to the lesser of the
         Modified Adjustable Rate Subordinate Net Rate Cap and the Adjustable
         Rate Subordinate Net Rate Cap.


                                      11
<PAGE>

(2)      The Class CF and Class CV Certificates will have Certificate
         Principal Balances equal to the Fixed Rate Overcollateralized Amount
         and Adjustable Rate Overcollateralized Amount, respectively.
(3)      For each Interest Accrual Period the Class CF Certificates are
         entitled to an amount (the "Class CF Distributable Amount") equal to
         the sum of (a) the interest payable on the R-3-XF Interests and (b) a
         specified portion of the interest on the REMIC 3 Regular Interests
         having an "F" designation in the column entitled "REMIC 3 Interests"
         (other than the R-3-PF and R-3-XF Interests) equal to the excess of
         the Group 1 Rate Net Rate Cap over the product of two and the
         weighted average interest rate of the REMIC 3 Regular Interests
         having an "F" designation in the column entitled "REMIC 3 Interests"
         (other than the R-3-PF and R-3-XF Interests) with each such Class
         other than the R-3-F-Accrual Interest, subject to a cap and a floor
         equal to the Pass-Through Rate of the Corresponding Master REMIC
         Class and the R-3-F-Accrual Interest subject to a cap of 0.00%. The
         Pass-Through Rate of the Class CF Certificates shall be a rate
         sufficient to entitle it to all interest accrued on the REMIC 1 Group
         1 "I" and "S" Interests less the interest accrued on the other F
         Class interests issued by the Master REMIC. The Class CF
         Distributable Amount for any Distribution Date is payable from
         current interest on the Group 1 Mortgage Loans and from any Principal
         Remittance Amount for Loan Group 1 not distributed to the Class AF,
         Class MF and Class BF Certificates due to a decrease in the Fixed
         Rate Overcollateralization Target Amount with respect to any
         Distribution Date.
(4)      For each Interest Accrual Period the Class CV Certificates are
         entitled to an amount (the "Class CV Distributable Amount") equal to
         the sum of (a) the interest payable on the R-3-XV Interests and (b) a
         specified portion of the interest on the REMIC 3 Regular Interests
         having a "V" designation in the column entitled "REMIC 3 Interests"
         (other than the R-3-PV and R-3-XV Interests) equal to the excess of
         the Blended Net Rate Cap over the product of two and the weighted
         average interest rate of the REMIC 3 Regular Interests having a "V"
         designation in the column entitled "REMIC 3 Interests" (other than
         the R-3-PV and R-3-XV Interests) with each such Class other than the
         R-3-V-Accrual Interest, subject to a cap and a floor equal to the
         Pass-Through Rate of the Corresponding Master REMIC Class and the
         R-3-V-Accrual Interest subject to a cap of 0.00%. The Pass-Through
         Rate of the Class CV Certificates shall be a rate sufficient to
         entitle it to all interest accrued on the REMIC 1 Group 2 and Group 3
         "I" and "S" Interests less the interest accrued on the other V Class
         interests issued by the Master REMIC . The Class CV Distributable
         Amount for any Distribution Date is payable from current interest on
         the Group 2 and Group 3 Mortgage Loans and from any Principal
         Remittance Amounts for Loan Group 2 and Loan Group 3 not distributed
         to the Class AV, Class MV and Class BV Certificates due to a decrease
         in the Adjustable Rate Overcollateralization Target Amount with
         respect to any Distribution Date.
(5)      For each Distribution Date the Class PF and Class PV Certificates are
         entitled to all Prepayment Charges distributed with respect to the
         R-3-PF and R-3-PV Interests, respectively.
(6)      The Class A-R Certificates represent the sole class of residual
         interest in each REMIC created hereunder. The Class A-R Certificates
         are not entitled to distributions of interest.

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



                                      12
<PAGE>

                                  ARTICLE I.
                                  DEFINITIONS

                  Section 1.01 Defined Terms.
                               --------------

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

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

                  Adjustable Rate Certificates: The Class AF-1 Certificates,
the Class AV Certificates and the Adjustable Rate Subordinate Certificates.

                  Adjustable Rate Cumulative Loss Trigger Event: With respect
to any Distribution Date on or after the Adjustable Rate Stepdown Date, an
Adjustable Rate Cumulative Loss Trigger Event occurs if (x) the aggregate
amount of Realized Losses on the Mortgage Loans in Loan Group 2 and Loan Group
3 from the Cut-off Date for each such Mortgage Loan to (and including) the
last day of the related Due Period (reduced by the aggregate amount of any
Subsequent Recoveries related to the Mortgage Loans in Loan Group 2 and Loan
Group 3 received through the last day of that Due Period) exceeds (y) the
applicable percentage, for such Distribution Date, of the sum of the aggregate
Cut-off Date Principal Balance of the Initial Mortgage Loans in Loan Group 2
and Loan Group 3, the Group 2 Pre-Funded Amount and the Group 3 Pre-Funded
Amount, as set forth below:


                                      13
<PAGE>



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

                    <S>                                                <C>
                     October 2007 -- September 2008.................... 0.75% with respect to October 2007, plus
                                                                        an additional 1/12th of 1.00% for each
                                                                        month thereafter through September 2008
                     October 2008 -- September 2009.................... 1.75% with respect to October 2008, plus
                                                                        an additional 1/12th of 1.00% for each
                                                                        month thereafter through September 2009
                     October 2009 -- September  2010................... 2.75% with respect to October 2009, plus
                                                                        an additional 1/12th of 0.75% for each
                                                                        month thereafter through September 2010
                     October 2010 -- September  2011................... 3.50% with respect to October 2010, plus
                                                                        an additional 1/12th of 0.75% for each
                                                                        month thereafter through September 2011
                     October 2011 -- September  2012................... 4.25% with respect to October 2011, plus
                                                                        an additional 1/12th of 0.25% for each
                                                                        month thereafter through September 2012
                     October 2012 and thereafter......................  4.50%
</TABLE>

         Adjustable Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date, an Adjustable
Rate Delinquency Trigger Event exists if the Rolling Sixty-Day Delinquency
Rate for Outstanding Mortgage Loans in Loan Group 2 and Loan Group 3 equals or
exceeds the product of (x) the Adjustable Rate Senior Enhancement Percentage
for such Distribution Date and (y) the applicable percentage listed below for
the most senior class of outstanding Class AV Certificates and Adjustable Rate
Subordinate Certificates:

                                Class                        Percentage
                                ---------------------------- ----------

                                AV                             35.00%
                                MV-1                           43.00%
                                MV-2                           55.75%
                                MV-3                           62.00%
                                MV-4                           71.50%
                                MV-5                           82.75%
                                MV-6                           92.50%
                                MV-7                           109.75%
                                MV-8                           126.50%
                                MV-9                           157.75%
                                MV-10                          213.75%
                                BF                             272.25%


                                      14
<PAGE>

                  Adjustable Rate Excess Overcollateralization Amount: With
respect to any Distribution Date, is the excess, if any, of the Adjustable
Rate Overcollateralized Amount on that Distribution Date over the Adjustable
Rate Overcollateralization Target Amount.

                  Adjustable Rate Loan Group Excess Cashflow: With respect to
any Distribution Date the sum of (i) the amount remaining after the
distribution of interest to Certificateholders for such Distribution Date
pursuant to Section 4.04(b)(iii)(b), (ii) the amount remaining after the
distribution of principal to Certificateholders for such Distribution Date,
pursuant to Section 4.04(d)(1)(B)(ii) or 4.04(d)(2)(C) and (iii) the
Adjustable Rate Overcollateralization Reduction Amount for such Distribution
Date.

                  Adjustable Rate Mortgage Loans: The Mortgage Loans
identified in the Mortgage Loan Schedule as having a Mortgage Rate which is
adjustable in accordance with the terms of the related Mortgage Note.

                  Adjustable Rate OC Floor: For any Distribution Date, an
amount equal to 0.50% of the sum of the aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans in Loan Group 2 and Loan Group 3, the
Group 2 Pre-Funded Amount and the Group 3 Pre-Funded Amount.

                  Adjustable Rate Overcollateralization Deficiency Amount:
With respect to any Distribution Date, the amount, if any, by which the
Adjustable Rate Overcollateralization Target Amount exceeds the Adjustable
Rate Overcollateralized Amount on such Distribution Date (after giving effect
to distribution of the Principal Distribution Amount (other than the portion
thereof consisting of the Extra Principal Distribution Amount) for Loan Group
2 and Loan Group 3 on such Distribution Date).

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

                  Adjustable Rate Overcollateralization Target Amount: With
respect to any Distribution Date (a) prior to the Adjustable Rate Stepdown
Date, an amount equal to 3.65% of the sum of the aggregate Cut-off Date
Principal Balance of the Initial Mortgage Loans in Loan Group 2 and Loan Group
3, the Group 2 Pre-Funded Amount and the Group 3 Pre-Funded Amount and (b) on
or after the Adjustable Rate Stepdown Date, the greater of (i) an amount equal
to 7.30% of the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group 2 and Loan Group 3 for the current Distribution Date and (ii) the
Adjustable Rate OC Floor; provided, however, that if an Adjustable Rate
Trigger Event is in effect on any Distribution Date, the Adjustable Rate
Overcollateralization Target Amount will be the Adjustable Rate
Overcollateralization Target Amount as in effect for the prior Distribution
Date.

                  Adjustable Rate Overcollateralized Amount: With respect to
any Distribution Date, the amount, if any, by which (x) the sum of the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 and
Loan Group 3 for such Distribution Date and any amount



                                      15
<PAGE>

on deposit in the Pre-Funding Account in respect of Loan Group 2 and Loan
Group 3 exceeds (y) the sum of the aggregate Certificate Principal Balance of
the Class AV Certificates and the Adjustable Rate Subordinate Certificates as
of such Distribution Date (after giving effect to distributions of the
Principal Remittance Amount for Loan Group 2 and Loan Group 3 on such
Distribution Date and, in the case of the Distribution Date immediately
following the end of the Funding Period, any amounts to be released from the
Pre-Funding Account in respect of Loan Group 2 and Loan Group 3).

                  Adjustable Rate Senior Enhancement Percentage: With respect
to a Distribution Date on or after the Adjustable Rate Stepdown Date, the
fraction (expressed as a percentage) (1) the numerator of which is the excess
of (a) the aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group 2 and Loan Group 3 for the preceding Distribution Date over (b) (i)
before the Certificate Principal Balances of the Class AV Certificates have
been reduced to zero, the sum of the Certificate Principal Balances of the
Class AV Certificates, or (ii) after such time, the Certificate Principal
Balance of the most senior class of Adjustable Rate Subordinate Certificates
outstanding, as of the preceding Master Servicer Advance Date, and (2) the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans in Loan Group 2 and Loan Group 3 for the preceding Distribution Date.

                  Adjustable Rate Stepdown Date: The earlier to occur of: (1)
the Distribution Date on which the aggregate Certificate Principal Balance of
the Class AV Certificates is reduced to zero, and (2) the later to occur of
(x) the Distribution Date in October 2008 and (y) the first Distribution Date
on which the aggregate Certificate Principal Balance of the Class AV
Certificates (after calculating anticipated distributions on such Distribution
Date) is less than or equal to 43.20% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
Distribution Date.

                  Adjustable Rate Subordinate Certificates: Any Class MV-1,
Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7, Class
MV-8, Class MV-9, Class MV-10 or Class BV Certificates.

                  Adjustable Rate Subordinate Class Principal Distribution
Amount: With respect to any Distribution Date and any Class of Adjustable Rate
Subordinate Certificates, the excess of (1) the sum of (a) the aggregate
Certificate Principal Balance of the Class AV Certificates (after taking into
account distribution of the Class AV Principal Distribution Amount for such
Distribution Date), (b) the aggregate Certificate Principal Balance of any
Class(es) of Adjustable Rate Subordinate Certificates that are senior to the
subject Class (in each case, after taking into account distribution of the
Adjustable Rate Subordinate Class Principal Distribution Amount(s) for such
senior Class(es) of Certificates for such Distribution Date), and (c) the
Certificate Principal Balance of the subject Class of Adjustable Rate
Subordinate Certificates immediately prior to such Distribution Date over (2)
the lesser of (a) the product of (x) 100% minus the Stepdown Target
Subordination Percentage for the subject Class of Certificates and (y) the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 and
Loan Group 3 for such Distribution Date and (b) the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
Distribution Date minus the Adjustable Rate OC Floor; provided, however, that
if such Class of Adjustable Rate Subordinate Certificates is the only Class of
Adjustable Rate Subordinate Certificates outstanding on such Distribution
Date,



                                      16
<PAGE>

that Class will be entitled to receive the entire remaining Principal
Distribution Amount for Loan Group 2 and Loan Group 3 until the Certificate
Principal Balance thereof is reduced to zero.

                  Adjustable Rate Subordinate Corridor Contract: The
transaction evidenced by the related Confirmation (as assigned to the Corridor
Contract Administrator pursuant to the Corridor Contract Assignment
Agreement), a form of which is attached hereto as Exhibit Q-4.

                  Adjustable Rate Subordinate Corridor Contract Termination
Date: With respect to the Adjustable Rate Subordinate Corridor Contract, the
Distribution Date in August 2009.

                  Adjustable Rate Subordinate Net Rate Cap: With respect to
any Distribution Date and each Class of Adjustable Rate Subordinate
Certificates, the weighted average of (a) the weighted average Adjusted Net
Mortgage Rate of the Mortgage Loans in Loan Group 2 on such Distribution Date
(weighted by an amount equal to the positive difference (if any) of the sum of
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2
and the amount on deposit in the Pre-Funding Account in respect of Loan Group
2 over the outstanding Certificate Principal Balance of the Class 2-AV-1
Certificates) and (b) the weighted average Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Group 3 on such Distribution Date (weighted by an
amount equal to the positive difference (if any) of the sum of the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 3 and the amount
on deposit in the Pre-Funding Account in respect of Loan Group 3 over the
outstanding aggregate Certificate Principal Balance of the Class 3-AV
Certificates), adjusted to an effective rate reflecting the calculation of
interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year.

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

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

                  Adjusted Subordinate Component Balance: With respect to any
Distribution Date and for any Variable Loan Group, (i) the principal balance
of such Variable Loan Group as of the first day of the related Due Period
(after giving effect to Principal Prepayments received in the Prepayment
Period ending during such Due Period) less (ii) the product of (a) the
Adjustable Rate Overcollateralized Amount and (b)(I) the principal balance of
such Variable Loan Group, divided by (II) the sum of the principal balance of
both Variable Loan Groups, in each case as of the first day of the related Due
Period, less (iii) the aggregate Certificate Principal Balance of the related
Classes of Senior Certificates in either case immediately prior to such
Distribution Date.

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

                  Advance: The aggregate of the advances required to be made
by the Master Servicer with respect to any Distribution Date pursuant to
Section 4.01, the amount of any such



                                      17
<PAGE>

advances being equal to the aggregate of payments of principal of, and
interest on the Stated Principal Balance of, the Mortgage Loans (net of the
Servicing Fees) that were due on the related Due Date and not received by the
Master Servicer as of the close of business on the related Determination Date
including an amount equivalent to interest on the Stated Principal Balance of
each Mortgage Loan as to which the related Mortgaged Property is an REO
Property or as to which the related Mortgaged Property has been liquidated but
such Mortgage Loan has not yet become a Liquidated Mortgage Loan; provided,
however, that the net monthly rental income (if any) from such REO Property
deposited in the Certificate Account for such Distribution Date pursuant to
Section 3.12 may be used to offset such Advance for the related REO Property;
provided, further, that for the avoidance of doubt, no Advances shall be
required to be made in respect of any Liquidated Mortgage Loan.

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

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

                  Applied Realized Loss Amount: With respect to any
Distribution Date and (i) Loan Group 1 and the Fixed Rate Subordinate
Certificates, the amount, if any, by which, the aggregate Certificate
Principal Balance of the Fixed Rate Certificates (after all distributions of
principal on such Distribution Date) exceeds the sum of (x) the Stated
Principal Balance of the Mortgage Loans in Loan Group 1 for such Distribution
Date and (y) the amount on deposit in the Pre-Funding Account in respect of
Loan Group 1 and (ii) Loan Group 2 and Loan Group 3 and the Adjustable Rate
Subordinate Certificates, the amount, if any, by which, the aggregate
Certificate Principal Balance of the Adjustable Rate Certificates (after all
distributions of principal on such Distribution Date) exceeds the sum of (x)
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2
and Loan Group 3 and (y) the amount on deposit in the Pre-Funding Account in
respect of Loan Group 2 and Loan Group 3.

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

                  Bankruptcy Code:  Title 11 of the United States Code.

                  Book-Entry Certificates: Any of the Certificates that shall
be registered in the name of the Depository or its nominee, the ownership of
which is reflected on the books of the Depository or on the books of a person
maintaining an account with the Depository (directly, as



                                      18
<PAGE>

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

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

                  Calculation Rate: For each Distribution Date, in the case of
the R-2-A and R-2-B Interests, the product of (i) 10 and (ii) the weighted
average rate of the outstanding R-2-A and R-2-B Interests, treating each R-2-A
Interest as capped at zero or reduced by a fixed percentage of 100% of the
interest accruing on such Class. For each Distribution Date, in the case of
the R-2-C and R-2-D Interests, the product of (i) 10 and (ii) the weighted
average rate of the outstanding R-2-C and R-2-D Interests, treating each R-2-C
Interest as capped at zero or reduced by a fixed percentage of 100% of the
interest accruing on such Class.

                  Carryover Reserve Fund: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section 4.07 in
the name of the Trustee for the benefit of the Certificateholders and
designated "The Bank of New York in trust for registered Holders of CWABS,
Inc., Asset-Backed Certificates, Series 2005-10". Funds in the Carryover
Reserve Fund shall be held in trust for the Certificateholders for the uses
and purposes set forth in this Agreement.

                  Certificate: Any one of the certificates of any Class
executed and authenticated by the Trustee in substantially the forms attached
hereto as Exhibits A-1 through A-31, Exhibits B-1 and B-2, Exhibits C-1 and
C-2, Exhibit D and Exhibit E.

                  Certificate Account: The separate Eligible Account created
and initially maintained by the Master Servicer pursuant to Section 3.05(b)
with a depository institution in the name of the Master Servicer for the
benefit of the Trustee on behalf of the Certificateholders and designated
"Countrywide Home Loans Servicing LP in trust for registered Holders of CWABS,
Inc., Asset-Backed Certificates, Series 2005-10". Funds in the Certificate
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement.

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

                 Certificate Principal Balance: As to any Certificate (other
than the Class C Certificates) and as of any Distribution Date, the Initial
Certificate Principal Balance of such Certificate (A) less the sum of (i) all
amounts distributed with respect to such Certificate in reduction of the
Certificate Principal Balance thereof on previous Distribution Dates pursuant
to Section 4.04(c) or 4.04(d) and (ii) with respect to any Class of
Subordinate Certificates, any Applied Realized Loss Amounts allocated to such
Certificate on previous Distribution Dates pursuant to Section 4.04(j), and
(B) increased by, with respect to any Class of Subordinate Certificates, any
Subsequent Recoveries allocated to such Class of Certificate pursuant to
Section 4.04(k) on such Distribution Date. References herein to the
Certificate Principal Balance



                                      19
<PAGE>

of a Class of Certificates shall mean the Certificate Principal Balances of
all Certificates in such Class. The Class C Certificates do not have a
Certificate Principal Balance. With respect to any Certificate (other than the
Class C Certificates) of a Class and any Distribution Date, the portion of the
Certificate Principal Balance of such Class represented by such Certificate
equal to the product of the Percentage Interest evidenced by such Certificate
and the Certificate Principal Balance of such Class.

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

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

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

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

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

                  Class 2-AV-1 Certificate: Any Certificate designated as a
"Class 2-AV-1 Certificate" on the face thereof, in the form of Exhibit A-17
hereto, representing the right to distributions as set forth herein.

                  Class 2-AV-1 Corridor Contract: The transaction evidenced by
the related Confirmation (as assigned to the Corridor Contract Administrator
pursuant to the Corridor Contract Assignment Agreement), a form of which is
attached hereto as Exhibit Q-2.

                  Class 2-AV-1 Corridor Contract Termination Date: With
respect to the Class 2-AV-1 Corridor Contract, the Distribution Date in
February 2009.

                  Class 2-AV-1 Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 2 for such Distribution Date, adjusted to an effective rate reflecting
the calculation of interest on the basis of the actual number of days elapsed
during the related Accrual Period and a 360-day year.



                                      20
<PAGE>

                  Class 2-AV-1 Principal Distribution Amount: With respect to
any Distribution Date, the product of (x) the Class AV Principal Distribution
Target Amount and (y) a fraction, the numerator of which is the Class 2-AV-1
Principal Distribution Target Amount and the denominator of which is the sum
of the Class 2-AV-1 Principal Distribution Target Amount and Class 3-AV
Principal Distribution Target Amount.

                  Class 2-AV-1 Principal Distribution Target Amount: With
respect to any Distribution Date, the excess of (1) the aggregate Certificate
Principal Balance of the Class 2-AV-1 Certificates immediately prior to such
Distribution Date, over (2) the lesser of (x) 43.20% of the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 2 for such Distribution
Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group 2 for such Distribution Date minus 0.50% of the sum of the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 as of
the Cut-off Date and the original Group 2 Pre-Funded Amount.

                  Class 3-AV-1 Certificate: Any Certificate designated as a
"Class 3-AV-1 Certificate" on the face thereof, in the form of Exhibit A-18
hereto, representing the right to distributions as set forth herein.

                  Class 3-AV-2 Certificate: Any Certificate designated as a
"Class 3-AV-2 Certificate" on the face thereof, in the form of Exhibit A-19
hereto, representing the right to distributions as set forth herein.

                  Class 3-AV-3 Certificate: Any Certificate designated as a
"Class 3-AV-3 Certificate" on the face thereof, in the form of Exhibit A-20
hereto, representing the right to distributions as set forth herein.

                  Class 3-AV Certificate: Any Class 3-AV-1, Class 3-AV-2 or
Class 3-AV-3 Certificate.

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

                  Class 3-AV Corridor Contract Termination Date: With respect
to the Class 3-AV Corridor Contract, the Distribution Date in August 2009.

                  Class 3-AV Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group 3 for such Distribution Date, adjusted to an effective rate reflecting
the calculation of interest on the basis of the actual number of days elapsed
during the related Accrual Period and a 360-day year.

                  Class 3-AV Principal Distribution Amount: With respect to
any Distribution Date, the product of (x) the Class AV Principal Distribution
Target Amount and (y) a fraction, the numerator of which is the Class 3-AV
Principal Distribution Target Amount and the denominator of which is the sum
of the Class 2-AV-1 Principal Distribution Target Amount and the Class 3-AV
Principal Distribution Target Amount.



                                      21
<PAGE>

                  Class 3-AV Principal Distribution Target Amount: With
respect to any Distribution Date, the excess of (1) the aggregate Certificate
Principal Balance of the Class 3-AV Certificates immediately prior to such
Distribution Date, over (2) the lesser of (x) 43.20% of the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 3 for such Distribution
Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group 3 for such Distribution Date minus 0.50% of the sum of the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 3 as of
the Cut-off Date and the original Group 3 Pre-Funded Amount.

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

                  Class AF Principal Distribution Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal
Balance of the Class AF Certificates immediately prior to such Distribution
Date, over (2) the lesser of (x) 65.00% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 1 for such Distribution Date and
(y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
1 for such Distribution Date minus the Fixed Rate OC Floor.

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

                  Class AF-1 Corridor Contract: The transaction evidenced by
the related Confirmation (as assigned to the Corridor Contract Administrator
pursuant to the Corridor Contract Assignment Agreement), a form of which is
attached hereto as Exhibit Q-1.

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

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

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

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

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



                                      22
<PAGE>

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

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

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

                  Class AV Certificate: Any Class 2-AV-1 or Class 3-AV
Certificate.

                  Class AV Principal Distribution Allocation Amount: With
respect to any Distribution Date, (a) in the case of the Class 2-AV-1
Certificates, the Class 2-AV-1 Principal Distribution Amount and (b) in the
case of the Class 3-AV Certificates, the Class 3-AV Principal Distribution
Amount.

                  Class AV Principal Distribution Target Amount: With respect
to any Distribution Date will equal the excess of: (1) the aggregate
Certificate Principal Balance of the Class AV Certificates immediately prior
to such Distribution Date, over (2) the lesser of (i) 43.20% of the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 2 and Loan Group
3 for such Distribution Date and (ii) the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such Distribution
Date minus the Adjustable Rate OC Floor.

                  Class BF Certificate: Any Certificate designated as a "Class
BF Certificate" on the face thereof, in the form of Exhibit A-16 hereto,
representing the right to distributions as set forth herein.

                  Class BV Certificate: Any Certificate designated as a "Class
BV Certificate" on the face thereof, in the form of Exhibit A-31 hereto,
representing the right to distributions as set forth herein.

                  Class C Certificate:  Any Class CF or Class CV Certificate.

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

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



                                      23
<PAGE>

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

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

                  Class MF-1 Certificate: Any Certificate designated as a
"Class MF-1 Certificate" on the face thereof, in the form of Exhibit A-7
hereto, representing the right to distributions as set forth herein.

                  Class MF-2 Certificate: Any Certificate designated as a
"Class MF-2 Certificate" on the face thereof, in the form of Exhibit A-8
hereto, representing the right to distributions as set forth herein.

                  Class MF-3 Certificate: Any Certificate designated as a
"Class MF-3 Certificate" on the face thereof, in the form of Exhibit A-9
hereto, representing the right to distributions as set forth herein.

                  Class MF-4 Certificate: Any Certificate designated as a
"Class MF-4 Certificate" on the face thereof, in the form of Exhibit A-10
hereto, representing the right to distributions as set forth herein.

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

                  Class MF-6 Certificate: Any Certificate designated as a
"Class MF-6 Certificate" on the face thereof, in the form of Exhibit A-12
hereto, representing the right to distributions as set forth herein.

                  Class MF-7 Certificate: Any Certificate designated as a
"Class MF-7 Certificate" on the face thereof, in the form of Exhibit A-13
hereto, representing the right to distributions as set forth herein.

                  Class MF-8 Certificate: Any Certificate designated as a
"Class MF-8 Certificate" on the face thereof, in the form of Exhibit A-14
hereto, representing the right to distributions as set forth herein.

                  Class MF Certificate: Any Class MF-1, Class MF-2, Class
MF-3, Class MF-4, Class MF-5, Class MF-6, Class MF-7 or Class MF-8
Certificate.
                  Class MV-1 Certificate: Any Certificate designated as a
"Class MV-1 Certificate" on the face thereof, in the form of Exhibit A-21
hereto, representing the right to distributions as set forth herein.

                  Class MV-2 Certificate: Any Certificate designated as a
"Class MV-2 Certificate" on the face thereof, in the form of Exhibit A-22
hereto, representing the right to distributions as set forth herein.



                                      24
<PAGE>

                  Class MV-3 Certificate: Any Certificate designated as a
"Class MV-3 Certificate" on the face thereof, in the form of Exhibit A-23
hereto, representing the right to distributions as set forth herein.

                  Class MV-4 Certificate: Any Certificate designated as a
"Class MV-4 Certificate" on the face thereof, in the form of Exhibit A-24
hereto, representing the right to distributions as set forth herein.

                  Class MV-5 Certificate: Any Certificate designated as a
"Class MV-5 Certificate" on the face thereof, in the form of Exhibit A-25
hereto, representing the right to distributions as set forth herein.

                  Class MV-6 Certificate: Any Certificate designated as a
"Class MV-6 Certificate" on the face thereof, in the form of Exhibit A-26
hereto, representing the right to distributions as set forth herein.

                  Class MV-7 Certificate: Any Certificate designated as a
"Class MV-7 Certificate" on the face thereof, in the form of Exhibit A-27
hereto, representing the right to distributions as set forth herein.

                  Class MV-8 Certificate: Any Certificate designated as a
"Class MV-8 Certificate" on the face thereof, in the form of Exhibit A-28
hereto, representing the right to distributions as set forth herein.

                  Class MV-9 Certificate: Any Certificate designated as a
"Class MV-9 Certificate" on the face thereof, in the form of Exhibit A-29
hereto, representing the right to distributions as set forth herein.

                  Class MV-10 Certificate: Any Certificate designated as a
"Class MV-10 Certificate" on the face thereof, in the form of Exhibit A-30
hereto, representing the right to distributions as set forth herein.

                  Class MV Certificate: Any Class MV-1, Class MV-2, Class
MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7, Class MV-8, Class MV-9
or Class MV-10 Certificate.

                  Class P Certificate: Any Class PF Certificate or Class PV
Certificate.

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

                  Class PF Principal Distribution Date: The first Distribution
Date that occurs after the end of the latest Prepayment Charge Period for all
Mortgage Loans in Loan Group 1 that have a Prepayment Charge Period.

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



                                      25
<PAGE>

                  Class PV Principal Distribution Date: The first Distribution
Date that occurs after the end of the latest Prepayment Charge Period for all
Mortgage Loans in Loan Group 2 and Loan Group 3 that have a Prepayment Charge
Period.

                  Closing Date: September 20, 2005.

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

                  Collateral Schedule: Schedule II hereto.

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

                  Confirmation: Any of the Confirmations dated September 1,
2005 evidencing a transaction between the Corridor Contract Counterparty and
CHL relating to the Corridor Contracts.

                  Corporate Trust Office: The designated office of the Trustee
in the State of New York where at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 101 Barclay Street,
New York, New York 10286 (Attention: Corporate Trust MBS Administration),
telephone: (212) 815-3236, facsimile: (212) 815-3986.

                  Corridor Contract: The Class AF-1 Corridor Contract, Class
2-AV-1 Corridor Contract, Class 3-AV Corridor Contract or Adjustable Rate
Subordinate Corridor Contract, as applicable.

                  Corridor Contract Administration Agreement: The corridor
contract administration agreement dated as of the Closing Date among CHL, the
Trustee and the Corridor Contract Administrator, a form of which is attached
hereto as Exhibit S-2.

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

                  Corridor Contract Assignment Agreement: The Assignment
Agreement dated as of the Closing Date among CHL, the Corridor Contract
Administrator and the Corridor Contract Counterparty, a form of which is
attached hereto as Exhibit S-1.

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

                  Corridor Contract Termination Date: The Adjustable Rate
Subordinate Corridor Contract Termination Date, Class 2-AV-1 Corridor Contract
Termination Date, Class 3-AV Corridor Contract Termination Date and Class AF-1
Corridor Contract Termination Date, as applicable.



                                      26
<PAGE>

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

                  Credit Comeback Excess Account: The separate Eligible
Account created and initially maintained by the Trustee pursuant to Section
4.08 in the name of the Trustee for the benefit of the Certificateholders and
designated "The Bank of New York in trust for registered Holders of CWABS,
Inc., Asset-Backed Certificates, Series 2005-10". Funds in the Credit Comeback
Excess Account shall be held in trust for the Certificateholders for the uses
and purposes set forth in this Agreement.

                  Credit Comeback Excess Cashflow: With respect to any
Distribution Date, any amounts in the Credit Comeback Excess Account available
for such Distribution Date.

                  Credit Comeback Excess Amount: With respect to the Credit
Comeback Loans in Loan Group 1 and any Master Servicer Advance Date, the
portion of the sum of the following (without duplication) attributable to the
excess, if any, of the actual mortgage rate on each Credit Comeback Loan and
the Mortgage Rate on such Credit Comeback Loan: (i) all scheduled interest
collected during the related Due Period with respect to the Credit Comeback
Loans, (ii) all interest on Prepayments received during the related Prepayment
Period with respect to the Credit Comeback Loans, other than Prepayment
Interest Excess, (iii) all Advances relating to interest with respect to the
Credit Comeback Loans, (iv) all Compensating Interest with respect to the
Credit Comeback Loans and (v) Liquidation Proceeds with respect to the Credit
Comeback Loans collected during the related Due Period (to the extent such
Liquidation Proceeds relate to interest), less all Nonrecoverable Advances
relating to interest reimbursed during the related Due Period.

                  Credit Comeback Loan: Any Fixed Rate Mortgage Loan for which
the related Mortgage Rate is subject to reduction (not exceeding 0.375% per
annum) for good payment history of Scheduled Payments by the related
Mortgagor.

                  Cross-Over Situation: With respect to any Distribution Date
and Loan Group 2 and Loan Group 3 (after taking into account principal
distributions on such Distribution Date), a Cross-Over Situation shall exist
(i) with respect to the R-2-A, R-2-B and R-2-C Interests, if the R-2-A, R-2-B
and R-2-C Interests are in the aggregate less than 1% of the Subordinate
Component Balance of Loan Group 2 and Loan Group 3.

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

                  Cut-off Date: In the case of any Initial Mortgage Loan, the
later of (x) September 1, 2005 and (y) the date of origination of such
Mortgage Loan (the "Initial Cut-off Date"), and in the case of any Subsequent
Mortgage Loan, the later of (x) the first day of the month of the related
Subsequent Transfer Date and (y) the date of origination of such Subsequent


                                      27
<PAGE>

Mortgage Loan (the related "Subsequent Cut-off Date"). When used with respect
to any Mortgage Loan the "Cut-off Date" shall mean the related Cut-off Date.

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

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

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

                  Definitive Certificates:  As defined in Section 5.06.

                  Delay Delivery Mortgage Loans: The Initial Mortgage Loans
identified on the Mortgage Loan Schedule hereto set forth on Exhibit F-2
hereof for which all or a portion of a related Mortgage File is not delivered
to the Trustee on or prior to the Closing Date, and the Subsequent Mortgage
Loans identified on the schedule of Subsequent Mortgage Loans set forth in
Annex A to each related Subsequent Transfer Agreement for which all or a
portion of the related Mortgage File is not delivered to the Trustee on or
prior to the related Subsequent Transfer Date. The Depositor shall deliver (or
cause delivery of) the Mortgage Files to the Trustee: (A) with respect to at
least 50% of the Initial Mortgage Loans in each Loan Group, not later than the
Closing Date and with respect to at least 10% of the Subsequent Mortgage Loans
in each Loan Group conveyed on a Subsequent Transfer Date, not later than such
Subsequent Transfer Date, (B) with respect to at least an additional 40% of
the Initial Mortgage Loans, not later than 20 days after the Closing Date, and
not later than 20 days after the relevant Subsequent Transfer Date with
respect to the remaining Subsequent Mortgage Loans conveyed on such Subsequent
Transfer Date, and (C) with respect to the remaining Initial Mortgage Loans,
not later than thirty days after the Closing Date. To the extent that
Countrywide Home Loans, Inc. shall be in possession of any Mortgage Files with
respect to any Delay Delivery Mortgage Loan, until delivery of such Mortgage
File to the Trustee as provided in Section 2.01, Countrywide Home Loans, Inc.
shall hold such files as agent and in trust for the Trustee.

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



                                      28
<PAGE>

                  Delinquent: A Mortgage Loan is "delinquent" if any payment
due thereon is not made pursuant to the terms of such Mortgage Loan by the
close of business on the day such payment is scheduled to be due. A Mortgage
Loan is "30 days delinquent" if such payment has not been received by the
close of business on the corresponding day of the month immediately succeeding
the month in which such payment was due, or, if there is no such corresponding
day (e.g., as when a 30-day month follows a 31-day month in which a payment
was due on the 31st day of such month), then on the last day of such
immediately succeeding month. Similarly for "60 days delinquent," "90 days
delinquent" and so on.

                  Denomination: With respect to each Certificate, the amount
set forth on the face thereof as the "Initial Certificate Balance of this
Certificate" or, if not the foregoing, the Percentage Interest appearing on
the face thereof, as applicable.

                  Depositor: CWABS, Inc., a Delaware corporation, or its
successor in interest.

                  Depository: The initial Depository shall be The Depository
Trust Company, the nominee of which is Cede & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall initially be the
registered Holder of the Book-Entry Certificates. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York.

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

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

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

                  Distribution Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.05(c) in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York, in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-10". Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this Agreement.

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

                  Distribution Date: The 25th day of each month, or if such
day is not a Business Day, on the first Business Day thereafter, commencing in
October 2005.


                                      29
<PAGE>

                  Due Date: With respect to any Mortgage Loan and Due Period,
the due date for Scheduled Payments of interest and/or principal on that
Mortgage Loan occurring in such Due Period as provided in the related Mortgage
Note.

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

                  Eligible Account: Any of (i) an account or accounts
maintained with a federal or state chartered depository institution or trust
company, the long-term unsecured debt obligations and short-term unsecured
debt obligations of which (or, in the case of a depository institution or
trust company that is the principal subsidiary of a holding company, the debt
obligations of such holding company, if Moody's is not a Rating Agency) are
rated by each Rating Agency in one of its two highest long-term and its
highest short-term rating categories respectively, at the time any amounts are
held on deposit therein, or (ii) an account or accounts in a depository
institution or trust company in which such accounts are insured by the FDIC
(to the limits established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company having capital and surplus
of not less than $50,000,000, acting in its fiduciary capacity or (iv) any
other account acceptable to the Rating Agencies without reduction or
withdrawal of their then-current ratings of the Certificates as evidenced by a
letter from each Rating Agency to the Trustee. Eligible Accounts may bear
interest, and may include, if otherwise qualified under this definition,
accounts maintained with the Trustee.

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

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

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

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

                  Escrow Account: As defined in Section 3.06 hereof.

                  Event of Default: As defined in Section 7.01 hereof.

                  Excess Proceeds: With respect to any Liquidated Mortgage
Loan, the amount, if any, by which the sum of any Liquidation Proceeds and
Subsequent Recoveries are in excess of the sum of (i) the unpaid principal
balance of such Liquidated Mortgage Loan as of the date of



                                      30
<PAGE>

liquidation of such Liquidated Mortgage Loan plus (ii) interest at the
Mortgage Rate from the Due Date as to which interest was last paid or advanced
to Certificateholders (and not reimbursed to the Master Servicer) up to the
Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
outstanding during each Due Period as to which such interest was not paid or
advanced.

                  Expense Fee Rate: With respect to any Mortgage Loan, the sum
of (i) the Servicing Fee Rate and (ii) the Trustee Fee Rate.

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

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

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

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

                  Fixed Rate Certificates: The Class AF-2, Class AF-3, Class
AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class MF-3, Class MF-4,
Class MF-5, Class MF-6, Class MF-7, Class MF-8 and Class BF Certificates.

                  Fixed Rate Cumulative Loss Trigger Event: With respect to a
Distribution Date on or after the Fixed Rate Stepdown Date, a Fixed Rate
Cumulative Loss Trigger Event occurs if (x) the aggregate amount of Realized
Losses on the Mortgage Loans in Loan Group 1 from the Cut-off Date for each
such Mortgage Loan to (and including) the last day of the related Due Period
(reduced by the aggregate amount of any Subsequent Recoveries related to Loan
Group 1 received through the last day of that Due Period) exceeds (y) the
applicable percentage, for such Distribution Date, of the sum of the aggregate
Cut-off Date Principal Balance of the Initial Mortgage Loans in Loan Group 1
and the Group 1 Pre-Funded Amount, as set forth below:



                                      31
<PAGE>

<TABLE>
<CAPTION>
              Distribution Date                                   Percentage
              -----------------                                   ----------
<S>                                                             <C>
              October 2007 -- September 2008..................... 0.75% with respect to October 2007, plus an
                                                                  additional 1/12th of 1.00% for each month
                                                                  thereafter through September 2008
              October 2008 -- September 2009..................... 1.75% with respect to October 2008, plus an
                                                                  additional 1/12th of 1.00% for each month
                                                                  thereafter through September 2009
              October 2009 -- September 2010..................... 2.75% with respect to October 2009, plus an
                                                                  additional 1/12th of 0.75% for each month
                                                                  thereafter through September 2010
              October 2010 -- September 2011..................... 3.50% with respect to October 2010, plus an
                                                                  additional 1/12th of 0.75% for each month
                                                                  thereafter through September 2011
              October 2011 -- September 2012..................... 4.25% with respect to October 2011, plus an
                                                                  additional 1/12th of 0.25% for each month
                                                                  thereafter through September 2012
              October 2011 and thereafter.......................  4.50%
</TABLE>

                  Fixed Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Fixed Rate Stepdown Date, a Fixed Rate
Delinquency Trigger Event exists if the Rolling Sixty-Day Delinquency Rate for
Outstanding Mortgage Loans in Loan Group 1 equals or exceeds the product of
(x) the Fixed Rate Senior Enhancement Percentage for such Distribution Date
and (y) the applicable percentage listed below for the most senior class of
outstanding Class AF Certificates and Fixed Rate Subordinate Certificates:

                                Class                        Percentage
                                ---------------------------- ----------

                                AF                             45.50%
                                MF-1                           54.50%
                                MF-2                           66.75%
                                MF-3                           77.25%
                                MF-4                           90.00%
                                MF-5                           105.50%
                                MF-6                           126.50%
                                MF-7                           153.25%
                                MF-8                           187.25%
                                BF                             245.00%

                  Fixed Rate Excess Overcollateralization Amount: With respect
to any Distribution Date, is the excess, if any, of the Fixed Rate
Overcollateralized Amount for such



                                      32
<PAGE>

Distribution Date over the Fixed Rate Overcollateralization Target Amount for
that Distribution Date.

                  Fixed Rate Loan Group Excess Cashflow: With respect to any
Distribution Date the sum of (i) the amount remaining after the distribution
of interest to Certificateholders for such Distribution Date pursuant to
Section 4.04(a)(ii)(b), (ii) the amount remaining after the distribution of
principal to Certificateholders for such Distribution Date pursuant to Section
4.04(c)(1)(C) or 4.04(c)(2)(C) and (iii) the Fixed Rate Overcollateralization
Reduction Amount for such Distribution Date.

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

                  Fixed Rate Mortgage Loans: The Mortgage Loans identified in
the Mortgage Loan Schedule as having a Mortgage Rate which is fixed for the
life of the related Mortgage and any Credit Comeback Loans, including in each
case any Mortgage Loans delivered in replacement thereof.

                  Fixed Rate OC Floor: An amount equal to 0.50% of the sum of
the aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans in
Loan Group 1 and the Group 1 Pre-Funded Amount.

                  Fixed Rate Overcollateralization Deficiency Amount: With
respect to any Distribution Date, the amount, if any, by which the Fixed Rate
Overcollateralization Target Amount exceeds the Fixed Rate Overcollateralized
Amount on such Distribution Date (after giving effect to distribution of the
Principal Distribution Amount (other than the portion thereof consisting of
the Extra Principal Distribution Amount) for Loan Group 1 on such Distribution
Date).

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

                  Fixed Rate Overcollateralization Target Amount: With respect
to any Distribution Date (a) prior to the Fixed Rate Stepdown Date, an amount
equal to 3.25% of the sum of the aggregate Cut-off Date Principal Balance of
the Initial Mortgage Loans in Loan Group 1 and the Group 1 Pre-Funded Amount
and (b) on or after the Fixed Rate Stepdown Date, the greater of (i) an amount
equal to 6.50% of the aggregate Stated Principal Balance of the Mortgage Loans
in Loan Group 1 for the current Distribution Date and (ii) the Fixed Rate OC
Floor; provided, however, that if a Fixed Rate Trigger Event is in effect on
any Distribution Date, the Fixed Rate Overcollateralization Target Amount will
be the Fixed Rate Overcollateralization Target Amount as in effect for the
prior Distribution Date.



                                      33
<PAGE>

                  Fixed Rate Overcollateralized Amount: With respect to any
Distribution Date, the amount, if any, by which (x) the sum of the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 1 for such
Distribution Date and any amount on deposit in the Pre-Funding Account in
respect of Loan Group 1 exceeds (y) the aggregate Certificate Principal
Balance of the Class AF Certificates and the Fixed Rate Subordinate
Certificates as of such Distribution Date (after giving effect to
distributions of the Principal Remittance Amount from Loan Group 1 on such
Distribution Date and, in the case of Distribution Date immediately following
the end of the Funding Period, any amounts to be released from the Pre-Funding
Account in respect of Loan Group 1).

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

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

                  Fixed Rate Stepdown Date: The earlier to occur of: (1) the
Distribution Date on which the aggregate Certificate Principal Balance of the
Class AF Certificates is reduced to zero, and (2) the later to occur of (x)
the Distribution Date in October 2008 and (y) the first Distribution Date on
which the aggregate Certificate Principal Balance of the Class AF Certificates
(after calculating anticipated distributions on such Distribution Date) is
less than or equal to 65.00% of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1 for such Distribution Date.



                                      34
<PAGE>

                  Fixed Rate Subordinate Certificates: The Class MF-1, Class
MF-2, Class MF-3, Class MF-4, Class MF-5, Class MF-6, Class MF-7, Class MF-8
and Class BF Certificates.

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

                  Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.

                  Funding Period: The period from the Closing Date to and
including the earlier to occur of (x) the date the amount in the Pre-Funding
Account is less than $175,000 and (y) November 4, 2005.

                  Gross Margin: The percentage set forth in the related
Mortgage Note for the Adjustable Rate Mortgage Loans to be added to the Index
for use in determining the Mortgage Rate on each Adjustment Date, and which is
set forth in the Mortgage Loan Schedule for the Adjustable Rate Mortgage
Loans.

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

                  Group 1 Pre-Funded Amount: The portion of the Pre-Funded
Amount allocable for purchase of Subsequent Mortgage Loans as Group 1 Mortgage
Loans on the Closing Date, which shall equal $5,713,277.21.

                  Group 2 Mortgage Loans: The group of Mortgage Loans
identified in the related Mortgage Loan Schedule as "Group 2 Mortgage Loans",
including in each case any Mortgage Loans delivered in replacement thereof.

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

                  Group 2 Pre-Funded Amount: The portion of the Pre-Funded
Amount allocable for purchase of Subsequent Mortgage Loans as Group 2 Mortgage
Loans on the Closing Date, which shall equal $11,748,827.89.

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



                                      35
<PAGE>

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

                  Group 3 Pre-Funded Amount: The portion of the Pre-Funded
Amount allocable for purchase of Subsequent Mortgage Loans as Group 3 Mortgage
Loans on the Closing Date, which shall equal $2,796,555.42.

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

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

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

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

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

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

                  Initial Mortgage Loan: A Mortgage Loan conveyed to the
Trustee on the Closing Date pursuant to this Agreement as identified on the
Mortgage Loan Schedule delivered to the Trustee on the Closing Date.

                  Initial Mortgage Rate: As to each Adjustable Rate Mortgage
Loan, the Mortgage Rate in effect prior to the Initial Adjustment Date.

                  Initial Periodic Rate Cap: With respect to each Adjustable
Rate Mortgage Loan, the percentage specified in the related Mortgage Note that
limits the permissible increase or decrease in the Mortgage Rate on its
initial Adjustment Date.



                                      36
<PAGE>

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

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

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

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

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

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

                  Interest Determination Date: With respect to the first
Accrual Period for the Adjustable Rate Certificates, September 16, 2005. With
respect to any Accrual Period for the Adjustable Rate Certificates thereafter,
the second LIBOR Business Day preceding the commencement of such Accrual
Period.

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

                  Interest Remittance Amount: With respect to the Mortgage
Loans in each Loan Group and any Distribution Date, (x) the sum, without
duplication, of (i) all scheduled interest collected during the related Due
Period (for the avoidance of doubt, other than Credit Comeback Excess Amounts)
with respect to the related Mortgage Loans less the related Servicing Fee,
(ii) all interest on prepayments received during the related Prepayment Period
with respect to such Mortgage Loans, other than Prepayment Interest Excess,
(iii) all related Advances relating to interest with respect to such Mortgage
Loans, (iv) all related Compensating Interest with respect to such Mortgage
Loans, (v) Liquidation Proceeds with respect to such Mortgage Loans collected
during the related Due Period (to the extent such Liquidation Proceeds relate
to interest) and (vi) the related Seller Shortfall Interest Requirement, less
(y) all reimbursements to the Master Servicer during the related Due Period
for Advances of interest previously made allocable to such Loan Group.



                                      37
<PAGE>

                  Investment Letter:  As defined in Section 5.02(b).

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

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

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

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

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

                  Loan Group 1:  The Group 1 Mortgage Loans.

                  Loan Group 2:  The Group 2 Mortgage Loans.

                  Loan Group 3:  The Group 3 Mortgage Loans.

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

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



                                      38
<PAGE>

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

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

                  -------------------------------------------------------------
                                 Class            Margin (1)     Margin (2)
                  -------------------------------------------------------------
                  Class AF-1................        0.160%         0.160%
                  -------------------------------------------------------------
                  Class 2-AV-1..............        0.250%         0.500%
                  -------------------------------------------------------------
                  Class 3-AV-1..............        0.150%         0.300%
                  -------------------------------------------------------------
                  Class 3-AV-2..............        0.290%         0.580%
                  -------------------------------------------------------------
                  Class 3-AV-3..............        0.420%         0.840%
                  -------------------------------------------------------------
                  Class MV-1................        0.460%         0.690%
                  -------------------------------------------------------------
                  Class MV-2................        0.480%         0.720%
                  -------------------------------------------------------------
                  Class MV-3................        0.500%         0.750%
                  -------------------------------------------------------------
                  Class MV-4................        0.600%         0.900%
                  -------------------------------------------------------------
                  Class MV-5................        0.640%         0.960%
                  -------------------------------------------------------------
                  Class MV-6................        0.690%         1.035%
                  -------------------------------------------------------------
                  Class MV-7................        1.150%         1.725%
                  -------------------------------------------------------------
                  Class MV-8................        1.320%         1.980%
                  -------------------------------------------------------------
                  Class MV-9................        1.800%         2.700%
                  -------------------------------------------------------------
                  Class MV-10...............        2.500%         3.750%
                  -------------------------------------------------------------
                  Class BV..................        2.500%         3.750%
                  -------------------------------------------------------------

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

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

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

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

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

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



                                      39
<PAGE>

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

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

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

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

                  Modified Adjustable Rate Subordinate Net Rate Cap: With
respect to any Distribution Date, the weighted average of the Group 2 Net Rate
Cap and the Group 3-Net Rate Cap weighted on the basis of the respective
Adjusted Subordinate Component Balance of their corresponding Loan Groups. For
federal income tax purposes, the Modified Adjustable Rate Subordinate Net Rate
Cap will be the Calculation Rate in respect of the R-2-C and R-2-D Interests.

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

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

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

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

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

                  Mortgage File: The mortgage documents listed in Section 2.01
hereof pertaining to a particular Mortgage Loan and any additional documents
delivered to the Trustee to be added to the Mortgage File pursuant to this
Agreement.

                  Mortgage Loan Schedule: The list of Mortgage Loans (as from
time to time amended by the Master Servicer to reflect the deletion of
Liquidated Mortgage Loans and Deleted Mortgage Loans and the addition of (x)
Replacement Mortgage Loans pursuant to the provisions of this Agreement and
(y) Subsequent Mortgage Loans pursuant to the provisions of this Agreement and
any Subsequent Transfer Agreement) transferred to the Trustee as part of the
Trust Fund and from time to time subject to this Agreement, attached hereto as
Exhibit F-1, setting forth in the following information with respect to each
Mortgage Loan:

                           (i) the loan number;

                           (ii) the Loan Group;



                                      40
<PAGE>

                           (iii) the Appraised Value;

                           (iv) the Initial Mortgage Rate;

                           (v) the maturity date;

                           (vi) the original principal balance;

                           (vii) the Cut-off Date Principal Balance;

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

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

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

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

                           (xii) a code indicating whether the residential
                  dwelling is either (a) a detached single-family dwelling,
                  (b) a two-family residential property, (c) a three-family
                  residential property, (d) a four-family residential
                  property, (e) planned unit development, (f) a low-rise
                  condominium unit, (g) a high-rise condominium unit or (h)
                  manufactured housing;

                           (xiii) a code indicating whether such Mortgage Loan
                  is a Credit Comeback Loan;

                           (xiv) [Reserved];

                           (xv) [Reserved];

                           (xvi) the purpose of the Mortgage Loan;

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

                           (a) the frequency of each Adjustment Date;

                           (b) the next Adjustment Date;

                           (c) the Maximum Mortgage Rate;

                           (d) the Minimum Mortgage Rate;

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

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



                                      41
<PAGE>

                           (g) the Gross Margin;

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

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

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

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

                  Mortgage Loans: Such of the Group 1 Mortgage Loans, Group 2
Mortgage Loans and Group 3 Mortgage Loans transferred and assigned to the
Trustee pursuant to the provisions hereof and any Subsequent Transfer
Agreement as from time to time are held as part of the Trust Fund (including
any REO Property), the mortgage loans so held being identified in the Mortgage
Loan Schedule, notwithstanding foreclosure or other acquisition of title of
the related Mortgaged Property. Any mortgage loan that was intended by the
parties hereto to be transferred to the Trust Fund as indicated by such
Mortgage Loan Schedule which is in fact not so transferred for any reason,
including a breach of the representation contained in Section 2.02 hereof,
shall continue to be a Mortgage Loan hereunder until the Purchase Price with
respect thereto has been paid to the Trust Fund.

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

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

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

                  Mortgaged Property: The underlying property securing a
Mortgage Loan.

                  Mortgagor: The obligors on a Mortgage Note.



                                      42
<PAGE>

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

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

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

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

                  Net Rate Cap: With respect to any Distribution Date, and (i)
each Class of Class AF Certificates and the Fixed Rate Subordinate
Certificates, the Fixed Rate Net Rate Cap, (ii) each Class of Class 2-AV-1
Certificates, the Class 2-AV-1 Net Rate Cap, (iii) each Class of Class 3-AV
Certificates, the Class 3-AV Net Rate Cap and (iv) each Class of Adjustable
Rate Subordinate Certificates, the Adjustable Rate Subordinate Net Rate Cap.

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

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

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

                  Non-United States Person: A Person that is not a citizen or
resident of the United States, a corporation, partnership, or other entity
(treated as a corporation or a partnership for federal income tax purposes)
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia, an estate whose income from sources
without the United States is includible in gross income for United States
federal income tax purposes


                                      43
<PAGE>

regardless of its connection with the conduct of a trade or business within
the United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have authority to control all substantial decisions
of the trustor.

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

                  One-Month LIBOR: With respect to any Accrual Period for the
Adjustable Rate Certificates, the rate determined by the Trustee on the
related Interest Determination Date on the basis of the rate for U.S. dollar
deposits for one month that appears on Telerate Screen Page 3750 as of 11:00
a.m. (London time) on such Interest Determination Date; provided that the
parties hereto acknowledge that One-Month LIBOR calculated for the first
Accrual Period for the Adjustable Rate Certificates shall equal 3.79625% per
annum. If such rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer offered,
such other service for displaying One-Month LIBOR or comparable rates as may
be reasonably selected by the Trustee), One-Month LIBOR for the applicable
Accrual Period for the Adjustable Rate Certificates will be the Reference Bank
Rate. If no such quotations can be obtained by the Trustee and no Reference
Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to
the preceding Accrual Period for the Adjustable Rate Certificates.

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

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

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



                                      44
<PAGE>

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

                  OTS:  The Office of Thrift Supervision.

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

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

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

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

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

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

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

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

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

                  Pass-Through Rate: With respect to any Accrual Period and
each Class of Adjustable Rate Certificates the lesser of (x) One-Month LIBOR
for such Accrual Period plus the Margin for such Class and Accrual Period and
(y) the applicable Net Rate Cap for such Class and the related Distribution
Date. With respect to any Accrual Period and each Class of Fixed Rate
Certificates, the lesser of (x) the per annum rate set forth in the following
table for such Class and Accrual Period and (y) the applicable Net Rate Cap
for such Class and the related Distribution Date.



                                      45
<PAGE>

               ----------------------------------------------------------------
                     Class      Pass-Through Rate (1)   Pass-Through Rate (2)
               ----------------------------------------------------------------
                      AF-2             4.493%                   4.493%
               ----------------------------------------------------------------
                      AF-3             4.638%                   4.638%
               ----------------------------------------------------------------
                      AF-4             5.075%                   5.075%
               ----------------------------------------------------------------
                      AF-5             5.362%                   5.862%
               ----------------------------------------------------------------
                      AF-6             4.915%                   4.915%
               ----------------------------------------------------------------
                      MF-1             5.163%                   5.163%
               ----------------------------------------------------------------
                      MF-2             5.213%                   5.213%
               ----------------------------------------------------------------
                      MF-3             5.263%                   5.263%
               ----------------------------------------------------------------
                      MF-4             5.362%                   5.362%
               ----------------------------------------------------------------
                      MF-5             5.461%                   5.461%
               ----------------------------------------------------------------
                      MF-6             5.610%                   5.610%
               ----------------------------------------------------------------
                      MF-7             5.750%                   5.750%
               ----------------------------------------------------------------
                      MF-8             5.750%                   5.750%
               ----------------------------------------------------------------
                       BF              5.750%                   5.750%
               ----------------------------------------------------------------

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

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

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

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

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

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

                           (iv) certificates of deposit, demand or time
                  deposits, or bankers' acceptances issued by any depository
                  institution or trust company incorporated under the laws of
                  the United States or of any state thereof and subject to


                                      46
<PAGE>

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

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

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

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

                           (viii) short term investment funds sponsored by any
                  trust company or national banking association incorporated
                  under the laws of the United States or any state thereof
                  which on the date of acquisition has been rated by each
                  Rating Agency in their respective highest applicable rating
                  category or such lower rating as each Rating Agency has
                  confirmed in writing is sufficient for the ratings
                  originally assigned to the Certificates by such Rating
                  Agency; and

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

provided, that no such instrument shall be a Permitted Investment if such
instrument (i) evidences the right to receive interest only payments with
respect to the obligations underlying such instrument, (ii) is purchased at a
premium or (iii) is purchased at a deep discount; provided


                                      47
<PAGE>

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

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

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



                                      48
<PAGE>

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

                  Pre-Funded Amount: The amount deposited in the Pre-Funding
Account on the Closing Date, which shall equal $20,258,760.52.

                  Pre-Funding Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.05 in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York, in trust for registered holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-10." Funds in the Pre-Funding Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this Agreement and shall not be a part of any REMIC created hereunder,
provided, however that any investment income earned from Permitted Investments
made with funds in the Pre-Funding Account will be for the account of CHL.

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

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

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

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

                           (i) the Mortgage Loan identifying number;

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

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

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

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

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

                  As of the Closing Date, the Prepayment Charge Schedule shall
contain the necessary information for each Initial Mortgage Loan. The
Prepayment Charge Schedule shall


                                      49
<PAGE>

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

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

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

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

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

                  Principal Distribution Amount: With respect to each
Distribution Date and a Loan Group, the sum of (i) the Principal Remittance
Amount for such Loan Group for such Distribution Date, (ii) the Extra
Principal Distribution Amount for such Loan Group for such Distribution Date,
and (iii) with respect to the Distribution Date immediately following the end
of the Funding Period, the amount, if any, remaining in the Pre-Funding
Account at the end of the Funding Period (net of any investment income
therefrom) allocable to such Loan Group, minus (iv) (a) the Fixed Rate
Overcollateralization Reduction Amount for such Distribution Date, in the case
of Loan Group 1, (b) the Group 2 Overcollateralization Reduction Amount for
such Distribution Date, in the case of Loan Group 2 and (c) the Group 3
Overcollateralization Reduction Amount for such Distribution Date, in the case
of Loan Group 3.



                                      50
<PAGE>

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

                  Principal Relocation Payment: In the case of the Variable
Loan Groups and Variable Interests only, a payment from any Loan Group to a
REMIC 2 Interest other than a Regular Interest corresponding to that Loan
Group as provided in the Preliminary Statement. Principal Relocation Payments
shall be made of principal allocations comprising the Principal Remittance
Amount from a Loan Group and shall include a proportionate allocation of
Realized Losses from the Mortgage Loans of such Loan Group.

                  Principal Remittance Amount: With respect to the Mortgage
Loans in each Loan Group and any Distribution Date, (a) the sum, without
duplication, of: (i) the scheduled principal collected with respect to the
Mortgage Loans during the related Due Period or advanced with respect to such
Distribution Date, (ii) Principal Prepayments collected in the related
Prepayment Period, with respect to the Mortgage Loans, (iii) the Stated
Principal Balance of each Mortgage Loan that was repurchased by a Seller or
purchased by the Master Servicer with respect to such Distribution Date, (iv)
the amount, if any, by which the aggregate unpaid principal balance of any
Replacement Mortgage Loans delivered by the Sellers in connection with a
substitution of a Mortgage Loan is less than the aggregate unpaid principal
balance of any Deleted Mortgage Loans and (v) all Liquidation Proceeds (to the
extent such Liquidation Proceeds related to principal) and Subsequent
Recoveries collected during the related Due Period; less (b) all Advances
relating to principal and certain expenses reimbursable pursuant to Section
6.03 and reimbursed during the related Due Period, in each case with respect
to such Loan Group.

                  Principal Reserve Fund: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section 3.08 in
the name of the Trustee for the benefit of the Certificateholders and
designated "The Bank of New York in trust for registered Holders of CWABS,
Inc., Asset-Backed Certificates, Series 2005-10". Funds in the Principal
Reserve Fund shall be held in trust for the Certificateholders for the uses
and purposes set forth in this Agreement.

                  Private Certificates: The, Class MV-10, Class BV, Class C
and Class P Certificates.

                  Prospectus: The prospectus dated June 10, 2005, relating to
asset-backed securities to be sold by the Depositor.

                  Prospectus Supplement: The prospectus supplement dated
September 15, 2005, relating to the public offering of the certain Classes of
Certificates offered thereby.

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

                  PUD: A Planned Unit Development.



                                      51
<PAGE>

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

                  Rating Agency: Each of Moody's and S&P. If any such
organization or its successor is no longer in existence, "Rating Agency" shall
be a nationally recognized statistical rating organization, or other
comparable Person, designated by the Depositor, notice of which designation
shall be given to the Trustee. References herein to a given rating category of
a Rating Agency shall mean such rating category without giving effect to any
modifiers.

                  Realized Loss: With respect to each Liquidated Mortgage
Loan, an amount (not less than zero or more than the Stated Principal Balance
of the Mortgage Loan) as of the date of such liquidation, equal to (i) the
Stated Principal Balance of such Liquidated Mortgage Loan as of the date of
such liquidation, minus (ii) the Liquidation Proceeds, if any, received in
connection with such liquidation during the month in which such liquidation
occurs, to the extent applied as recoveries of principal of the Liquidated
Mortgage Loan. With respect to each Mortgage Loan that has become the subject
of a Deficient Valuation, (i) if the value of the related Mortgaged Property
was reduced below the principal balance of the related Mortgage Note, the
amount by which the value of the Mortgaged Property was reduced below the
principal balance of the related Mortgage Note, and (ii) if the principal
amount due under the related Mortgage Note has been reduced, the difference
between the principal balance of the Mortgage Loan outstanding immediately
prior to such Deficient Valuation and the principal balance of the Mortgage
Loan as reduced by the Deficient Valuation. With respect to each Mortgage Loan
that has become the subject of a Debt Service Reduction and any Distribution
Date, the amount, if any, by which the related Scheduled Payment was reduced.

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

                  Reference Bank Rate: With respect to any Accrual Period, the
arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple
of 0.03125%) of the offered rates


                                      52
<PAGE>

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

                  Reference Banks: Barclays Bank PLC, Deutsche Bank and
NatWest, N.A., provided that if any of the foregoing banks are not suitable to
serve as a Reference Bank, then any leading banks selected by the Trustee
which are engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with the Depositor, CHL or the Master Servicer and (iii) which have been
designated as such by the Trustee.

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

                  Regular Certificate: Any Certificate other than the Class
A-R Certificates.

                  Relief Act:  The Servicemembers Civil Relief Act.

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

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

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

                  Replacement Mortgage Loan: A Mortgage Loan substituted by a
Seller for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in a Request for File Release, (i) have a Stated
Principal Balance, after deduction of the principal portion of the Scheduled
Payment due in the month of substitution, not in excess of, and not less than
90% of the Stated Principal Balance of the Deleted Mortgage Loan; (ii) with
respect to any Fixed Rate Mortgage Loan, have a Mortgage Rate not less than or
no more than 1% per annum higher than the Mortgage Rate of the Deleted
Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan: (a) have
a Maximum Mortgage Rate no more than 1% per annum higher or lower than the
Maximum Mortgage Rate of the Deleted Mortgage Loan; (b) have a Minimum
Mortgage Rate no more than 1% per annum higher or lower than the Minimum
Mortgage Rate of


                                      53
<PAGE>

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

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

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

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

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

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

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

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



                                      54
<PAGE>

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

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

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

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

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

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

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

                  (a) the product of: (1) the excess of the aggregate Stated
Principal Balances for such Distribution Date of all the Mortgage Loans in the
Mortgage Pool (including the Subsequent Mortgage Loans, if any) owned by the
Trust Fund at the beginning of the related Due Period, over the aggregate
Stated Principal Balance for such Distribution Date of such Mortgage Loans
(including such Subsequent Mortgage Loans, if any) that have a scheduled
payment of interest due in the related Due Period, and (2) a fraction, the
numerator of which is the weighted average Net Mortgage Rate of all the
Mortgage Loans in the Mortgage Pool (including such Subsequent Mortgage Loans,
if any) (weighted on the basis of the Stated Principal Balances thereof for
such Distribution Date) and the denominator of which is 12; and

                  (b) the lesser of:

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

                           (ii) the excess of (x) the amount of Current
Interest and Interest Carry Forward Amount due and payable on the Interest
Bearing Certificates, over (y) Interest Funds


                                      55
<PAGE>

otherwise available to pay Current Interest and the Interest Carry Forward
Amount on the Interest Bearing Certificates for such Distribution Date (after
giving effect to the addition of any amounts in clause (a) of this definition
of Seller Shortfall Interest Requirement to Interest Funds for such
Distribution Date).

                  Senior Certificates: The Class AF, Class AV and Class A-R
Certificates.

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

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

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

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

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

                  Stated Principal Balance: With respect to any Mortgage Loan
or related REO Property (i) as of the Cut-off Date, the unpaid principal
balance of the Mortgage Loan as of such date (before any adjustment to the
amortization schedule for any moratorium or similar waiver or grace period),
after giving effect to any partial prepayments or Liquidation Proceeds
received prior to such date and to the payment of principal due on or prior to
such date and irrespective any delinquency in payment by the related
Mortgagor, and (ii) as of any other Distribution Date, the Stated Principal
Balance of the Mortgage Loan as of its Cut-off Date, minus the sum of (a) the
principal portion of the Scheduled Payments (x) due with respect to such
Mortgage Loan during each Due Period ending prior to such Distribution Date
and (y) that were received by the Master Servicer as of the close of business
on the Determination Date related to such


                                      56
<PAGE>

Distribution Date or with respect to which Advances were made as of the Master
Servicer Advance Date related to such Distribution Date, (b) all Principal
Prepayments with respect to such Mortgage Loan received by the Master Servicer
during each Prepayment Period ending prior to such Distribution Date and (c)
all Liquidation Proceeds collected with respect to such Mortgage Loan during
each Due Period ending prior to such Distribution Date, to the extent applied
by the Master Servicer as recoveries of principal in accordance with Section
3.12. The Stated Principal Balance of any Mortgage Loan that becomes a
Liquidated Mortgage Loan will be zero on each date following the Due Period in
which such Mortgage Loan becomes a Liquidated Mortgage Loan. References herein
to the Stated Principal Balance of the Mortgage Loans at any time shall mean
the aggregate Stated Principal Balance of all Mortgage Loans in the Trust Fund
as of such time, and references herein to the Stated Principal Balance of a
Loan Group at any time shall mean the aggregate Stated Principal Balance of
all Mortgage Loans in such Loan Group at such time.

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

                                                             Stepdown Target
                                                              Subordination
                                                                Percentage
                                                             ---------------
                  Class MF-1.....................                 29.20%
                  Class MF-2.....................                 23.90%
                  Class MF-3.....................                 20.60%
                  Class MF-4.....................                 17.70%
                  Class MF-5.....................                 15.10%
                  Class MF-6.....................                 12.60%
                  Class MF-7.....................                 10.40%
                  Class MF-8.....................                  8.50%
                  Class BF.......................                  6.50%
                  Class MV-1.....................                 46.10%
                  Class MV-2.....................                 35.60%
                  Class MV-3.....................                 32.00%
                  Class MV-4.....................                 27.80%
                  Class MV-5.....................                 24.00%
                  Class MV-6.....................                 21.50%
                  Class MV-7.....................                 18.10%
                  Class MV-8.....................                 15.70%
                  Class MV-9.....................                 12.60%
                  Class MV-10....................                  9.30%
                  Class BV.......................                  7.30%

                  Subordinate Certificates: The Fixed Rate Subordinate
Certificates and the Adjustable Rate Subordinate Certificates.

                  Subsequent Certificate Account Deposit: With respect to any
Subsequent Transfer Date, an amount equal to the aggregate of all amounts in
respect of (i) principal of the related Subsequent Mortgage Loans due after
the related Subsequent Cut-off Date and received


                                      57
<PAGE>

by the Master Servicer on or before such Subsequent Transfer Date and not
applied in computing the Cut-off Date Principal Balance thereof and (ii)
interest on the such Subsequent Mortgage Loans due after such Subsequent
Cut-off Date and received by the Master Servicer on or before the Subsequent
Transfer Date.

                  Subordinate Component Balance: With respect to any
Distribution Date and for each of Loan Group 2 and Loan Group 3, the excess of
the aggregate Stated Principal Balance of such Loan Group as of the first day
of the related Due Period (after giving effect to Principal Prepayments
received in the Prepayment Period ending during such Due Period) over the
Certificate Principal Balance of the Class 2-AV-1 Certificates in the case of
Loan Group 2 and the aggregate Certificate Principal Balance Class 3-AV
Certificates in the case of Loan Group 3.

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

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

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

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

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

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

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

                  Subsequent Transfer Date Transfer Amount: With respect to
any Subsequent Transfer Date, an amount equal to the lesser of (i) the
aggregate Stated Principal Balances as of the related Subsequent Cut-off Dates
of the Subsequent Mortgage Loans conveyed on such


                                      58
<PAGE>

Subsequent Transfer Date, as listed on the related Loan Number and Borrower
Identification Mortgage Loan Schedule delivered pursuant to Section 2.01(f)
and (ii) the amount on deposit in the Pre-Funding Account.

                  Subservicer: As defined in Section 3.02(a).

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

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

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

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

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

                  Terminator:  As defined in Section 9.01.

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

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

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

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

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


                                      59
<PAGE>

Insurance Policies with respect to the Mortgage Loan; and (vi) all proceeds of
the conversion, voluntary or involuntary, of any of the foregoing into cash or
other liquid property.

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

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

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

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

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

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

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

                  Underwriters: Countrywide Securities Corporation, Deutsche
Bank Securities Inc. and J.P. Morgan Securities Inc.

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

                  Voting Rights: The voting rights of all the Certificates
that are allocated to any Certificates for purposes of the voting provisions
hereunder. Voting Rights allocated to each Class of Certificates shall be
allocated 95% to the Certificates other than the Class A-R, Class CF, Class
CV, Class PF and Class PV Certificates (with the allocation among the
Certificates to be in proportion to the Certificate Principal Balance of each
Class relative to the Certificate Principal Balance of all other such
Classes), and 1% to each of the Class A-R, Class CF, Class



                                      60
<PAGE>

CV, Class PF and Class PV Certificates. Voting Rights will be allocated among
the Certificates of each such Class in accordance with their respective
Percentage Interests.

                  Section 1.02 Certain Interpretive Provisions.

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

                                 ARTICLE II.
                         CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

                  Section 2.01 Conveyance of Mortgage Loans.

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

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



                                      61
<PAGE>

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

                  (b) Subject to the execution and delivery of the related
Subsequent Transfer Agreement as provided by Section 2.01(d) and the terms and
conditions of this Agreement, each Seller sells, transfers, assigns, sets over
and otherwise conveys to the Depositor, without recourse, on each Subsequent
Transfer Date, all the right, title and interest of such Seller in and to the
related Subsequent Mortgage Loans, including all interest and principal
received and receivable by such Seller on or with respect to such Subsequent
Mortgage Loans after the related Subsequent Cut-off Date (to the extent not
applied in computing the Cut-off Date Principal Balance thereof) or deposited
into the Certificate Account by the Master Servicer on behalf of such Seller
as part of any related Subsequent Certificate Account Deposit as provided in
this Agreement, other than principal due on such Subsequent Mortgage Loans on
or prior to the related Subsequent Cut-off Date and interest accruing prior to
the related Subsequent Cut-off Date.

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

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

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

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

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



                                      62
<PAGE>

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

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

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

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

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

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

<TABLE>
<CAPTION>
Loan Group 1
                                                                                          Permitted
                                                                                           Variance
Characteristic                                                         Value               or Range
--------------------------------------                           -----------------     ----------------
<S>                                                                  <C>                   <C>
Average Stated Principal Balance................................      $216,264                10%
Weighted Average Mortgage Rate..................................       6.652%                0.10%
Weighted Average Original Loan-to-Value Ratio...................       77.91%                 3%
Weighted Average Remaining Term to Maturity.....................     354 months            3 months
Weighted Average Credit Bureau Risk Score.......................     622 points            5 points



Loan Group 2


                                      63
<PAGE>


                                                                                          Permitted
                                                                                           Variance
Characteristic                                                         Value               or Range
--------------------------------------                           -----------------     ----------------
Average Stated Principal Balance................................      $198,720                10%
Weighted Average Mortgage Rate..................................       7.031%                0.10%
Weighted Average Original Loan-to-Value Ratio...................       82.81%                 3%
Weighted Average Remaining Term to Maturity.....................     359 months            3 months
Weighted Average Credit Bureau Risk Score.......................     597 points            5 points



Loan Group 3

                                                                                          Permitted
                                                                                           Variance
Characteristic                                                         Value               or Range
--------------------------------------                           -----------------     ----------------
Average Stated Principal Balance................................      $311,925                10%
Weighted Average Mortgage Rate..................................       6.810%                0.10%
Weighted Average Original Loan-to-Value Ratio...................       86.50%                 3%
Weighted Average Remaining Term to Maturity.....................     359 months            3 months
Weighted Average Credit Bureau Risk Score.......................     611 points            5 points
</TABLE>



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

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

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

                  (f) Within six Business Days after each Subsequent Transfer
Date, upon (1) delivery to the Trustee by the Depositor of the Opinions of
Counsel referred to in Section 2.01(e)(1) and (e)(9), (2) delivery to the
Trustee by CHL (on behalf of each Seller) of a Loan Number and Borrower
Identification Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans
conveyed on such Subsequent Transfer Date and the Loan Group into which each
Subsequent Mortgage Loan was conveyed, (3) deposit in the Certificate Account
by the Master Servicer on behalf of the Sellers of the applicable Subsequent
Certificate Account Deposit, and (4) delivery to the Trustee by the Depositor
of an Officer's Certificate confirming


                                      64
<PAGE>

the satisfaction of each of the conditions precedent set forth in this Section
2.01(f), the Trustee shall pay the applicable Seller the Subsequent Transfer
Date Transfer Amount from such funds that were set aside in the Pre-Funding
Account pursuant to Section 2.01(d). The positive difference, if any, between
the Subsequent Transfer Date Transfer Amount and the Subsequent Transfer Date
Purchase Amount shall be re-invested by the Trustee in the Pre-Funding
Account.

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

                  Within thirty days after each Subsequent Transfer Date, the
Depositor shall deliver to the Trustee a letter of a nationally recognized
firm of independent public accountants stating whether or not the Subsequent
Mortgage Loans conveyed on such Subsequent Transfer Date conform to the
characteristics described in Section 2.01(e)(6) and (7).

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

                           (i) the original Mortgage Note, endorsed by manual
                  or facsimile signature in blank in the following form: "Pay
                  to the order of _______________ without recourse", with all
                  intervening endorsements that show a complete chain of
                  endorsement from the originator to the person endorsing the
                  Mortgage Note, or, if the original Mortgage Note has been
                  lost or destroyed and not replaced, an original lost note
                  affidavit, stating that the original Mortgage Note was lost
                  or destroyed, together with a copy of the related Mortgage
                  Note;

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

                           (iii) in the case of each Mortgage Loan that is not
                  a MERS Mortgage Loan, a duly executed assignment of the
                  Mortgage to "Asset-Backed Certificates, Series 2005-10,
                  CWABS, Inc., by The Bank of New York, a New York banking
                  corporation, as trustee under the Pooling and Servicing
                  Agreement dated as of September 1, 2005, without recourse"
                  (each such assignment, when duly and validly completed, to
                  be in recordable form and sufficient to effect the
                  assignment of and transfer to the assignee thereof, under
                  the Mortgage to which such assignment relates);



                                      65
<PAGE>

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

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

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

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

                  In the event that in connection with any Mortgage Loan that
is not a MERS Mortgage Loan a Seller cannot deliver the original recorded
Mortgage or all interim recorded assignments of the Mortgage satisfying the
requirements of clause (ii), (iii) or (iv) concurrently with the execution and
delivery hereof, such Seller shall deliver or cause to be delivered to the
Trustee a true copy of such Mortgage and of each such undelivered interim
assignment of the Mortgage each certified by such Seller, the applicable title
company, escrow agent or attorney, or the originator of such Mortgage, as the
case may be, to be a true and complete copy of the original Mortgage or
assignment of Mortgage submitted for recording. For any such Mortgage Loan
that is not a MERS Mortgage Loan each Seller shall promptly deliver or cause
to be delivered to the Trustee such original Mortgage and such assignment or
assignments with evidence of recording indicated thereon upon receipt thereof
from the public recording official, or a copy thereof, certified, if
appropriate, by the relevant recording office, but in no event shall any such
delivery be made later than 270 days following the Closing Date; provided that
in the event that by such date such Seller is unable to deliver or cause to be
delivered each such Mortgage and each interim assignment by reason of the fact
that any such documents have not been returned by the appropriate recording
office, or, in the case of each interim assignment, because the related
Mortgage has not been returned by the appropriate recording office, such
Seller shall deliver or cause to be delivered such documents to the Trustee as
promptly as possible upon receipt thereof. If the public recording office in
which a Mortgage or interim


                                      66
<PAGE>

assignment thereof is recorded retains the original of such Mortgage or
assignment, a copy of the original Mortgage or assignment so retained, with
evidence of recording thereon, certified to be true and complete by such
recording office, shall satisfy a Seller's obligations in Section 2.01. If any
document submitted for recording pursuant to this Agreement is (x) lost prior
to recording or rejected by the applicable recording office, the applicable
Seller shall immediately prepare or cause to be prepared a substitute and
submit it for recording, and shall deliver copies and originals thereof in
accordance with the foregoing or (y) lost after recording, the applicable
Seller shall deliver to the Trustee a copy of such document certified by the
applicable public recording office to be a true and complete copy of the
original recorded document. Each Seller shall promptly forward or cause to be
forwarded to the Trustee (x) from time to time additional original documents
evidencing an assumption or modification of a Mortgage Loan and (y) any other
documents required to be delivered by the Depositor or the Master Servicer to
the Trustee within the time periods specified in this Section 2.01.

                  With respect to each Mortgage Loan other than a MERS
Mortgage Loan as to which the related Mortgaged Property and Mortgage File are
located in (a) the State of California or (b) any other jurisdiction under the
laws of which the recordation of the assignment specified in clause (iii)
above is not necessary to protect the Trustee's and the Certificateholders'
interest in the related Mortgage Loan, as evidenced by an Opinion of Counsel
delivered by CHL to the Trustee and a copy to the Rating Agencies, in lieu of
recording the assignment specified in clause (iii) above, the applicable
Seller may deliver an unrecorded assignment in blank, in form otherwise
suitable for recording to the Trustee; provided that if the related Mortgage
has not been returned from the applicable public recording office, such
assignment, or any copy thereof, of the Mortgage may exclude the information
to be provided by the recording office. As to any Mortgage Loan other than a
MERS Mortgage Loan, the procedures of the preceding sentence shall be
applicable only so long as the related Mortgage File is maintained in the
possession of the Trustee in the State or jurisdiction described in such
sentence. In the event that with respect to Mortgage Loans other than MERS
Mortgage Loans (i) any Seller, the Depositor, the Master Servicer or the NIM
Insurer gives written notice to the Trustee that recording is required to
protect the right, title and interest of the Trustee on behalf of the
Certificateholders in and to any Mortgage Loan, (ii) a court recharacterizes
any sale of the Mortgage Loans as a financing, or (iii) as a result of any
change in or amendment to the laws of the State or jurisdiction described in
the first sentence of this paragraph or any applicable political subdivision
thereof, or any change in official position regarding application or
interpretation of such laws, including a holding by a court of competent
jurisdiction, such recording is so required, the Trustee shall complete the
assignment in the manner specified in clause (iii) of the second paragraph of
this Section 2.01(g) and CHL shall submit or cause to be submitted for
recording as specified above or, should CHL fail to perform such obligations,
the Trustee shall cause the Master Servicer, at the Master Servicer's expense,
to cause each such previously unrecorded assignment to be submitted for
recording as specified above. In the event a Mortgage File is released to the
Master Servicer as a result of the Master Servicer's having completed a
Request for Document Release, the Trustee shall complete the assignment of the
related Mortgage in the manner specified in clause (iii) of the second
paragraph of this Section 2.01(g).

                  So long as the Trustee or its agent maintains an office in
the State of California, the Trustee or its agent shall maintain possession of
and not remove or attempt to remove from the State of California any of the
Mortgage Files as to which the related Mortgaged Property is


                                      67
<PAGE>

located in such State. In the event that a Seller fails to record an
assignment of a Mortgage Loan as herein provided within 90 days of notice of
an event set forth in clause (i), (ii) or (iii) of the above paragraph, the
Master Servicer shall prepare and, if required hereunder, file such
assignments for recordation in the appropriate real property or other records
office. Each Seller hereby appoints the Master Servicer (and any successor
servicer hereunder) as its attorney-in-fact with full power and authority
acting in its stead for the purpose of such preparation, execution and filing.

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

                  Notwithstanding anything to the contrary in this Agreement,
within thirty days after the Closing Date (in the case of Initial Mortgage
Loans) or within twenty days after the related Subsequent Transfer Date (in
the case of Subsequent Mortgage Loans), CHL (on behalf of each Seller) shall
either (i) deliver to the Trustee the Mortgage File as required pursuant to
this Section 2.01 for each Delay Delivery Mortgage Loan or (ii) (A) repurchase
the Delay Delivery Mortgage Loan or (B) substitute the Delay Delivery Mortgage
Loan for a Replacement Mortgage Loan, which repurchase or substitution shall
be accomplished in the manner and subject to the conditions set forth in
Section 2.03, provided that if CHL fails to deliver a Mortgage File for any
Delay Delivery Mortgage Loan within the period provided in the prior sentence,
the cure period provided for in Section 2.02 or in Section 2.03 shall not
apply to the initial delivery of the Mortgage File for such Delay Delivery
Mortgage Loan, but rather CHL shall have five (5) Business Days to cure such
failure to deliver. CHL shall promptly provide each Rating Agency with written
notice of any cure, repurchase or substitution made pursuant to the proviso of
the preceding sentence. On or before the thirtieth (30th) day (or if such
thirtieth day is not a Business Day, the succeeding Business Day) after the
Closing Date (in the case of Initial Mortgage Loans) or within twenty days
after the related Subsequent Transfer Date (in the case of Subsequent Mortgage
Loans), the Trustee shall, in accordance with the provisions of Section 2.02,
send a Delay Delivery Certification substantially in the form annexed hereto
as Exhibit G-3 (with any applicable exceptions noted thereon) for all Delay
Delivery Mortgage Loans delivered within thirty (30) days after such date. The
Trustee will promptly send a copy of such Delay Delivery Certification to each
Rating Agency.

                  Section 2.02 Acceptance by Trustee of the Mortgage Loans.

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



                                      68
<PAGE>

                  The Trustee agrees to execute and deliver on the Closing
Date to the Depositor, the Master Servicer and CHL (on behalf of each Seller)
an Initial Certification substantially in the form annexed hereto as Exhibit
G-1 to the effect that, as to each Initial Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full or
any Initial Mortgage Loan specifically identified in such certification as not
covered by such certification), the documents described in Section 2.01(g)(i)
and, in the case of each Initial Mortgage Loan that is not a MERS Mortgage
Loan, the documents described in Section 2.01(g)(iii) with respect to such
Initial Mortgage Loans as are in the Trustee's possession and based on its
review and examination and only as to the foregoing documents, such documents
appear regular on their face and relate to such Initial Mortgage Loan. The
Trustee agrees to execute and deliver within 30 days after the Closing Date to
the Depositor, the Master Servicer and CHL (on behalf of each Seller) an
Interim Certification substantially in the form annexed hereto as Exhibit G-2
to the effect that, as to each Initial Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Initial Mortgage Loan paid in full or any
Initial Mortgage Loan specifically identified in such certification as not
covered by such certification) all documents required to be delivered to the
Trustee pursuant to the Agreement with respect to such Initial Mortgage Loans
are in its possession (except those documents described in Section
2.01(g)(vi)) and based on its review and examination and only as to the
foregoing documents, (i) such documents appear regular on their face and
relate to such Initial Mortgage Loan, and (ii) the information set forth in
items (i), (iv), (v), (vi), (viii), (ix) and (xvii) of the definition of the
"Mortgage Loan Schedule" accurately reflects information set forth in the
Mortgage File. On or before the thirtieth (30th) day after the Closing Date
(or if such thirtieth day is not a Business Day, the succeeding Business Day),
the Trustee shall deliver to the Depositor, the Master Servicer and CHL (on
behalf of each Seller) a Delay Delivery Certification with respect to the
Initial Mortgage Loans substantially in the form annexed hereto as Exhibit
G-3, with any applicable exceptions noted thereon. The Trustee shall be under
no duty or obligation to inspect, review or examine such documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded in the real estate records or that they are other
than what they purport to be on their face.

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

                  In connection with the Trustee's completion and delivery of
such Final Certification, the Trustee shall review each Mortgage File with
respect to the Initial Mortgage Loans to determine that such Mortgage File
contains the following documents:

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



                                      69
<PAGE>

                  replaced, an original lost note affidavit, stating that the
                  original Mortgage Note was lost or destroyed, together with
                  a copy of the related Mortgage Note;

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

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

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

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

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

                  If, in the course of such review, the Trustee finds any
document or documents constituting a part of such Mortgage File that do not
meet the requirements of clauses (i)-(iv) and (vi) above, the Trustee shall
include such exceptions in such Final Certification (and the Trustee shall
state in such Final Certification whether any Mortgage File does not then
include the original or duplicate original lender's title policy or a printout
of the electronic equivalent and all riders thereto). If the public recording
office in which a Mortgage or assignment thereof is recorded retains the
original of such Mortgage or assignment, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office, shall be deemed to satisfy the
requirements of clause (ii), (iii) or (iv) above, as applicable. CHL shall
promptly correct or cure such defect referred to above within 90 days from the
date it was so notified of such defect and, if CHL does not correct or cure
such defect within such period, CHL shall either (A) if the time to cure such
defect expires prior to the end of the second anniversary of the Closing Date,
substitute for the related Initial Mortgage Loan a Replacement Mortgage Loan,
which substitution shall be accomplished in the manner and subject to the
conditions set forth in Section 2.03, or (B) purchase such Initial Mortgage
Loan from the Trust Fund within 90 days from the date CHL was notified of such
defect in writing at the Purchase Price of such Initial Mortgage Loan;
provided that any such substitution pursuant to (A) above or repurchase
pursuant to (B) above shall not be effected prior to the delivery to the
Trustee of the Opinion of Counsel required by Section 2.05 hereof and any
substitution pursuant to (A) above shall not be effected prior to the
additional delivery to the Trustee of a Request for File Release. No
substitution will be made in any calendar month after the Determination Date
for such month. The Purchase Price for any such Initial Mortgage Loan



                                      70
<PAGE>

shall be deposited by CHL in the Certificate Account and, upon receipt of such
deposit and Request for File Release with respect thereto, the Trustee shall
release the related Mortgage File to CHL and shall execute and deliver at
CHL's request such instruments of transfer or assignment as CHL has prepared,
in each case without recourse, as shall be necessary to vest in CHL, or a
designee, the Trustee's interest in any Initial Mortgage Loan released
pursuant hereto. If pursuant to the foregoing provisions CHL repurchases an
Initial Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall
cause MERS to execute and deliver an assignment of the Mortgage in recordable
form to transfer the Mortgage from MERS to CHL and shall cause such Mortgage
to be removed from registration on the MERS(R) System in accordance with MERS'
rules and regulations.

                  The Trustee shall retain possession and custody of each
Mortgage File in accordance with and subject to the terms and conditions set
forth herein. Each Seller shall promptly deliver to the Trustee, upon the
execution or receipt thereof, the originals of such other documents or
instruments constituting the Mortgage File that come into the possession of
such Seller from time to time.

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

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

                  (b) The Trustee agrees to execute and deliver on the
Subsequent Transfer Date to the Depositor, the Master Servicer and CHL (on
behalf of each Seller) an Initial Certification substantially in the form
annexed hereto as Exhibit G-4 to the effect that, as to each Subsequent
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Subsequent
Mortgage Loan paid in full or any Subsequent Mortgage Loan specifically
identified in such certification as not covered by such certification), the
documents described in Section 2.01(g)(i) and, in the case of each Subsequent
Mortgage Loan that is not a MERS Mortgage Loan, the documents described in
Section 2.01(g)(iii), with respect to such Subsequent Mortgage Loan are in its
possession, and based on its review and examination and only as to the
foregoing documents, such documents appear regular on their face and relate to
such Subsequent Mortgage Loan.

                  The Trustee agrees to execute and deliver within 30 days
after the Subsequent Transfer Date to the Depositor, the Master Servicer and
CHL (on behalf of each Seller) an Interim Certification substantially in the
form annexed hereto as Exhibit G-2 to the effect that, as to each Subsequent
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Subsequent
Mortgage Loan paid in full or any Subsequent Mortgage Loan specifically
identified in such certification as not covered by such certification), all
documents required to be delivered


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<PAGE>

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

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

                  In connection with the Trustee's completion and delivery of
such Final Certification, the Trustee shall review each Mortgage File with
respect to the Subsequent Mortgage Loans to determine that such Mortgage File
contains the following documents:

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

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

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



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<PAGE>

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

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

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

                  If, in the course of such review, the Trustee finds any
document or documents constituting a part of such Mortgage File that do not
meet the requirements of clauses (i)-(iv) and (vi) above, the Trustee shall
include such exceptions in such Final Certification (and the Trustee shall
state in such Final Certification whether any Mortgage File does not then
include the original or duplicate original lender's title policy or a printout
of the electronic equivalent and all riders thereto). If the public recording
office in which a Mortgage or assignment thereof is recorded retains the
original of such Mortgage or assignment, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office, shall be deemed to satisfy the
requirements of clause (ii), (iii) or (iv) above, as applicable. CHL shall
promptly correct or cure such defect referred to above within 90 days from the
date it was so notified of such defect and, if CHL does not correct or cure
such defect within such period, CHL shall either (A) if the time to cure such
defect expires prior to the end of the second anniversary of the Closing Date,
substitute for the related Subsequent Mortgage Loan a Replacement Mortgage
Loan, which substitution shall be accomplished in the manner and subject to
the conditions set forth in Section 2.03, or (B) purchase such Subsequent
Mortgage Loan from the Trust Fund within 90 days from the date CHL was
notified of such defect in writing at the Purchase Price of such Subsequent
Mortgage Loan; provided that any such substitution pursuant to (A) above or
repurchase pursuant to (B) above shall not be effected prior to the delivery
to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and
any substitution pursuant to (A) above shall not be effected prior to the
additional delivery to the Trustee of a Request for File Release. No
substitution will be made in any calendar month after the Determination Date
for such month. The Purchase Price for any such Subsequent Mortgage Loan shall
be deposited by CHL in the Certificate Account and, upon receipt of such
deposit and Request for File Release with respect thereto, the Trustee shall
release the related Mortgage File to CHL and shall execute and deliver at
CHL's request such instruments of transfer or assignment as CHL has prepared,
in each case without recourse, as shall be necessary to vest in CHL, or a
designee, the Trustee's interest in any Subsequent Mortgage Loan released
pursuant hereto. If pursuant to the foregoing provisions CHL repurchases a
Subsequent Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer
shall cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to CHL and shall cause such
Mortgage to be removed from registration on the MERS(R) System in accordance
with MERS' rules and regulations.

                  The Trustee shall retain possession and custody of each
Mortgage File in accordance with and subject to the terms and conditions set
forth herein. Each Seller shall promptly deliver to the Trustee, upon the
execution or receipt thereof, the originals of such other


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<PAGE>

documents or instruments constituting the Mortgage File that come into the
possession of such Seller from time to time.

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

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

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

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

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

                           (3) The execution and delivery of this Agreement by
         the Master Servicer, the servicing of the Mortgage Loans by the
         Master Servicer under this Agreement, the consummation of any other
         of the transactions contemplated by this Agreement, and the
         fulfillment of or compliance with the terms hereof are in the
         ordinary course of business of the Master Servicer and will not (A)
         result in a material breach of


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<PAGE>

         any term or provision of the certificate of limited partnership,
         partnership agreement or other organizational document of the Master
         Servicer or (B) materially conflict with, result in a material
         breach, violation or acceleration of, or result in a material default
         under, the terms of any other material agreement or instrument to
         which the Master Servicer is a party or by which it may be bound, or
         (C) constitute a material violation of any statute, order or
         regulation applicable to the Master Servicer of any court, regulatory
         body, administrative agency or governmental body having jurisdiction
         over the Master Servicer; and the Master Servicer is not in breach or
         violation of any material indenture or other material agreement or
         instrument, or in violation of any statute, order or regulation of
         any court, regulatory body, administrative agency or governmental
         body having jurisdiction over it which breach or violation may
         materially impair the Master Servicer's ability to perform or meet
         any of its obligations under this Agreement.

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

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

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

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

                           (8) The Master Servicer has fully furnished and
         will fully furnish, in accordance with the Fair Credit Reporting Act
         and its implementing regulations, accurate and complete information
         (i.e., favorable and unfavorable) on its borrower credit files to
         Equifax, Experian, and Trans Union Credit Information Company (three
         of the credit repositories), on a monthly basis for the Mortgage
         Loans in Loan Group 2.

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


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<PAGE>

Principal Balance of the Initial Mortgage Loans in the Trust Fund or of the
Initial Mortgage Loans in the related Loan Group or Loan Groups, as
applicable):

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

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

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



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<PAGE>

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

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

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

                           (7) The information set forth on Exhibit F-1 hereto
         with respect to each Initial Mortgage Loan is true and correct in all
         material respects as of the Closing Date.

                           (8) CHL will treat the transfer of the CHL Mortgage
         Loans to the Depositor as a sale of the CHL Mortgage Loans for all
         tax, accounting and regulatory purposes.

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

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

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

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



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<PAGE>

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

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

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

                           (16) As of the Closing Date in the case of the
         Initial Mortgage Loans and as of the related Subsequent Transfer Date
         in the case of the Subsequent Mortgage Loans, to the best of CHL's
         knowledge, each Mortgaged Property is free of material damage and is
         in good repair.

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

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

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



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<PAGE>

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

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

                           (22) The Mortgage Note and the related Mortgage are
         genuine, and each is the legal, valid and binding obligation of the
         maker thereof, enforceable in accordance with its terms and under
         applicable law, except that (a) the enforceability thereof may be
         limited by bankruptcy, insolvency, moratorium, receivership and other
         similar laws relating to creditors' rights generally and (b) the
         remedy of specific performance and injunctive and other forms of
         equitable relief may be subject to equitable defenses and to the
         discretion of the court before which any proceeding therefor may be
         brought. To the best of CHL's knowledge, all parties to the Mortgage
         Note and the Mortgage had legal capacity to execute the Mortgage Note
         and the Mortgage and each Mortgage Note and Mortgage have been duly
         and properly executed by such parties.

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

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

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

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



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<PAGE>

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

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

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

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

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

                           (32) No less than approximately the percentage
         specified in the Collateral Schedule of the Initial Mortgage Loans in
         Loan Group 1, Loan Group 2 and Loan Group 3 are secured by single
         family detached dwellings. No more than approximately the percentage
         specified in the Collateral Schedule of the Initial Mortgage Loans in
         Loan Group 1, Loan Group 2 and Loan Group 3 are secured by two- to
         four-family dwellings. No more than approximately the percentage
         specified in the Collateral Schedule of the Initial Mortgage Loans in
         Loan Group 1, Loan Group 2 and Loan Group 3 are secured by low-rise
         condominium units. No more than approximately the percentage
         specified in the Collateral Schedule of the Initial Mortgage Loans in
         Loan Group 1, Loan Group 2 and Loan Group 3 are secured by high-rise
         condominium units. No more than approximately the percentage
         specified in the Collateral Schedule of the Initial Mortgage Loans in
         Loan Group 1, Loan Group 2 and Loan Group 3 are secured by
         manufactured housing. No more than approximately the percentage
         specified in the Collateral Schedule of the Initial Mortgage Loans in
         Loan Group 1, Loan Group 2 and Loan Group 3 are secured by PUDs.

                           (33) Each Initial Mortgage Loan in Loan Group 1,
         Loan Group 2 and Loan Group 3 was originated on or after the date
         specified in the Collateral Schedule.

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


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<PAGE>

         is a Five-Year Hybrid Mortgage Loan had an initial Adjustment Date no
         later than the applicable date specified on the Collateral Schedule.

                           (35) Approximately the percentage specified in the
         Collateral Schedule of the Initial Mortgage Loans in Loan Group 1,
         Loan Group 2 and Loan Group 3 provide for a Prepayment Charge.

                           (36) On the basis of representations made by the
         Mortgagors in their loan applications, no more than approximately the
         percentage specified in the Collateral Schedule of the Initial
         Mortgage Loans in Loan Group 1, Loan Group 2 and Loan Group 3,
         respectively, are secured by investor properties, and no less than
         approximately the percentage specified in the Collateral Schedule of
         the Initial Mortgage Loans in Loan Group 1, Loan Group 2 and Loan
         Group 3 respectively, are secured by owner-occupied Mortgaged
         Properties that are primary residences.

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

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

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



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<PAGE>

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

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

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

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

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

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

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


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         affected by the approval or disapproval of the Mortgage Loan; such
         appraisal is in a form acceptable to Fannie Mae and Freddie Mac.

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

                           (48) The Mortgage Rates borne by the Initial
         Mortgage Loans in Loan Group 1, Loan Group 2 and Loan Group 3 as of
         the Cut-off Date ranged between the approximate per annum percentages
         specified on the Collateral Schedule and the weighted average
         Mortgage Rate as of the Cut-off Date was approximately the per annum
         rate specified on the Collateral Schedule.

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

                           (50) The Gross Margins on the Initial Mortgage
         Loans in Loan Group 1, Loan Group 2 and Loan Group 3 range between
         the approximate percentages specified on the Collateral Schedule, and
         the weighted average Gross Margin was approximately the percentage
         specified in the Collateral Schedule.

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

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

                           (53) There is no obligation on the part of any
         Seller under the terms of the Mortgage or related Mortgage Note to
         make payments in addition to those made by the Mortgagor.

                           (54) Any leasehold estate securing a Mortgage Loan
         has a term of not less than five years in excess of the term of the
         related Mortgage Loan.

                           (55) Each Mortgage Loan represents a "qualified
         mortgage" within the meaning of Section 860(a)(3) of the Code (but
         without regard to the rule in Treasury Regulation ss. 1.860G-2(f)(2)
         that treats a defective obligation as a qualified mortgage, or any
         substantially similar successor provision) and applicable Treasury
         regulations promulgated thereunder.

                           (56) No Mortgage Loan was either a "consumer credit
         contract" or a "purchase money loan" as such terms are defined in 16
         C.F.R. ss. 433 nor is any Mortgage Loan a "mortgage" as defined in 15
         U.S.C. ss. 1602(aa).



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<PAGE>

                           (57) To the extent required under applicable law,
         each originator and subsequent mortgagee or servicer of the Mortgage
         Loan complied with all licensing requirements and was authorized to
         transact and do business in the jurisdiction in which the related
         Mortgaged Property is located at all times when it held or serviced
         the Mortgage Loan. Any and all requirements of any federal, state or
         local laws or regulations, including, without limitation, usury,
         truth-in-lending, real estate settlement procedures, consumer credit
         protection, anti-predatory lending, fair credit reporting, unfair
         collection practice, equal credit opportunity, fair housing and
         disclosure laws and regulations, applicable to the solicitation,
         origination, collection and servicing of such Mortgage Loan have been
         complied with in all material respects; and any obligations of the
         holder of the Mortgage Note, Mortgage and other loan documents have
         been complied with in all material respects; servicing of each
         Mortgage Loan has been in accordance with prudent mortgage servicing
         standards, any applicable laws, rules and regulations and in
         accordance with the terms of the Mortgage Notes, Mortgage and other
         loan documents, whether such origination and servicing was done by
         the applicable Seller, its affiliates, or any third party which
         originated the Mortgage Loan on behalf of, or sold the Mortgage Loan
         to, any of them, or any servicing agent of any of the foregoing.

                           (58) The methodology used in underwriting the
         extension of credit for the Mortgage Loan employs objective
         mathematical principles which relate the borrower's income, assets
         and liabilities to the proposed payment and such underwriting
         methodology does not rely on the extent of the borrower's equity in
         the collateral as the principal determining factor in approving such
         credit extension. Such underwriting methodology confirmed that at the
         time of origination (application/approval) the borrower had a
         reasonable ability to make timely payments on the Mortgage Loan.

                           (59) No borrower was required to purchase any
         credit life, disability, accident or health insurance product as a
         condition of obtaining the extension of credit. No borrower obtained
         a prepaid single-premium credit life, disability, accident or health
         insurance policy in connection with the origination of the Mortgage
         Loan.

                           (60) If the Mortgage Loan provides that the
         interest rate on the principal balance of the related Mortgage Loan
         may be adjusted, all of the terms of the related Mortgage pertaining
         to interest rate adjustments, payment adjustments and adjustments of
         the outstanding principal balance have been made in accordance with
         the terms of the related Mortgage Note and applicable law and are
         enforceable and such adjustments will not affect the priority of the
         Mortgage lien.

                           (61) The Mortgaged Property complies with all
         applicable laws, rules and regulations relating to environmental
         matters, including but not limited to those relating to radon,
         asbestos and lead paint and no Seller nor, to the best of CHL's
         knowledge, the Mortgagor, has received any notice of any violation or
         potential violation of such law.

                           (62) There is no action, suit or proceeding
         pending, or to the best of CHL's knowledge, threatened or likely to
         be asserted with respect to the Mortgage Loan


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<PAGE>

         against or affecting any Seller before or by any court,
         administrative agency, arbitrator or governmental body.

                           (63) No action, inaction, or event has occurred and
         no state of fact exists or has existed that has resulted or will
         result in the exclusion from, denial of, or defense to coverage under
         any applicable hazard insurance policy, irrespective of the cause of
         such failure of coverage. In connection with the placement of any
         such insurance, no commission, fee, or other compensation has been or
         will be received by CHL or any designee of CHL or any corporation in
         which CHL or any officer, director, or employee had a financial
         interest at the time of placement of such insurance.

                           (64) Each Mortgage Loan has a fully assignable life
         of loan tax service contract which may be assigned without the
         payment of any fee.

                           (65) No Mortgagor has notified CHL or the Master
         Servicer on CHL's behalf, and CHL has no knowledge, of any relief
         requested or allowed to a Mortgagor under the Relief Act or any
         similar state or local law.

                           (66) Each Mortgage Loan was originated by a savings
         and loan association, savings bank, commercial bank, credit union,
         insurance company, or mortgage banking company which is supervised
         and examined by a federal or state authority, or by a mortgagee
         approved by the Secretary of Housing and Urban Development pursuant
         to Sections 2.03 and 2.11 of the National Housing Act.

                           (67) Each Mortgage Loan was (A) originated no
         earlier than six months prior to the time the applicable Seller
         purchased such Mortgage Loan pursuant to a mortgage loan purchase
         agreement or other similar agreement and (B) underwritten or
         reunderwritten by the applicable Seller in accordance with the
         applicable Seller's underwriting guidelines in effect at the time the
         loan was underwritten or reunderwritten, as applicable.

                           (68) Each Mortgage Loan, at the time it was
         originated and as of the Closing Date or the related Subsequent
         Transfer Date, as applicable, complied in all material respects with
         applicable local, state and federal laws, including, but not limited
         to, all predatory and abusive lending laws.

                           (69) None of the Mortgage Loans is a "high cost"
         mortgage loan as defined by applicable federal, state and local
         predatory and abusive lending laws.

                           (70) Each Prepayment Charge is enforceable and was
         originated in compliance with all applicable federal, state and local
         laws.

                           (71) None of the Mortgage Loans that are secured by
         property located in the State of Illinois are in violation of the
         provisions of the Illinois Interest Act; 815 Ill. Comp. Stat.
         205/0.01 (2004).



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<PAGE>

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

                           (73) No Mortgage Loan in the Trust Fund is a High
         Cost Loan or Covered Loan, as applicable (as such terms are defined
         in the then-current Standard & Poor's LEVELS(R) Glossary which is now
         Version 5.6 Revised, Appendix E) and no Mortgage Loan originated on
         or after October 1, 2002 through March 6, 2003 is governed by the
         Georgia Fair Lending Act.

                           (74) Each Mortgage Loan is secured by a "single
         family residence" within the meaning of Section 25(e)(10) of the
         Internal Revenue Code of 1986 (as amended) (the "Code"). The fair
         market value of the manufactured home securing each Mortgage Loan was
         at least equal to 80% of the adjusted issue price of the contract at
         either (i) the time the contract was originated (determined pursuant
         to the REMIC Provisions) or (ii) the time the contract is transferred
         to the purchaser. Each Mortgage Loan is a "qualified mortgage" under
         Section 860G(a)(3) of the Code.

                           (75) No Mortgage Loan in the Trust Fund is a "high
         cost home," "covered" (excluding home loans defined as "covered home
         loans" in the New Jersey Home Ownership Security Act of 2002 that
         were originated between November 26, 2003 and July 7, 2004), "high
         risk home" or "predatory" loan under any applicable state, federal or
         local law (or a similarly classified loan using different terminology
         under a law imposing heightened regulatory scrutiny or additional
         legal liability for residential mortgage loans having high interest
         rates, points and/or fees).

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

                           (77) Representations and Warranties relating to the
         Mortgage Loans in Loan Group 2:

                           (i) No Mortgage Loan in Loan Group 2 is covered by
                  the Home Ownership and Equity Protection Act of 1994
                  ("HOEPA");

                           (ii) No borrower was required to purchase any
                  single premium credit insurance policy (e.g., life,
                  disability, accident, unemployment, or health insurance
                  product) or debt cancellation agreement as a condition of
                  obtaining the extension of credit. No borrower obtained a
                  prepaid single-premium credit insurance policy (e.g., life,
                  disability, accident, unemployment, mortgage, or health
                  insurance) in connection with the origination of the
                  Mortgage Loan; No proceeds from any Mortgage Loan in Loan
                  Group 2 were used to purchase single premium credit
                  insurance policies or debt cancellation agreements as part
                  of the origination of, or as a condition to closing, such
                  Mortgage Loan;

                           (iii) No Mortgage Loan in Loan Group 2 originated
                  on or after October 1, 2002 will impose a prepayment premium
                  for a term in excess of three years.



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<PAGE>

                  Any Mortgage Loan in Loan Group 2 originated prior to such
                  date will not impose prepayment penalties in excess of five
                  years;

                           (iv) With respect to (a) any Mortgage Loan in Loan
                  Group 2 originated by CHL from August 1, 2004 through April
                  30, 2005 and (b) any Mortgage Loan in Loan Group 2
                  originated by any other entity through April 30, 2005, if
                  the related Mortgage or the related Mortgage Note, or any
                  document relating to the loan transaction, contains a
                  mandatory arbitration clause (that is, a clause that
                  requires the borrower to submit to arbitration to resolve
                  any dispute arising out of or relating in any way to the
                  mortgage loan transaction), CHL will (i) notify the related
                  borrower in writing within 60 days after the issuance of the
                  Certificates that none of the related seller, the related
                  servicer or any subsequent party that acquires an interest
                  in the loan or services such Mortgage Loan will enforce such
                  arbitration clause against the borrower, but that the
                  borrower will continue to have the right to submit a dispute
                  to arbitration and (ii) place a copy of such notice in the
                  Mortgage File; and with respect to any Mortgage Loan in Loan
                  Group 2 and originated on or after May 1, 2005, neither the
                  related mortgage nor the related mortgage note requires the
                  borrower to submit to arbitration to resolve any dispute
                  arising out of or relating in any way to the mortgage loan
                  transaction; and

                           (v) Each Mortgage Loan in Loan Group 2 had an
                  original principal balance that conforms to Freddie Mac
                  guidelines concerning original principal balance limits at
                  the time of the origination of such mortgage loan.

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

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

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

                           (2) Park Monaco has the full company power and
         authority to sell each Park Monaco Mortgage Loan, and to execute,
         deliver and perform, and to enter into and consummate the
         transactions contemplated by this Agreement and each Subsequent
         Transfer Agreement and has duly authorized by all necessary corporate
         action on the part of Park Monaco the execution, delivery and
         performance of this Agreement and each



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<PAGE>

         Subsequent Transfer Agreement; and this Agreement and each Subsequent
         Transfer Agreement, assuming the due authorization, execution and
         delivery hereof by the other parties hereto, constitutes a legal,
         valid and binding obligation of Park Monaco, enforceable against Park
         Monaco in accordance with its terms, except that (a) the
         enforceability hereof may be limited by bankruptcy, insolvency,
         moratorium, receivership and other similar laws relating to
         creditors' rights generally and (b) the remedy of specific
         performance and injunctive and other forms of equitable relief may be
         subject to equitable defenses and to the discretion of the court
         before which any proceeding therefor may be brought.

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

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

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

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



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<PAGE>

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

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

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

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

                           (3) The execution and delivery of this Agreement
         and each Subsequent Transfer Agreement by Park Sienna, the sale of
         the Park Sienna Mortgage Loans by Park Sienna under this Agreement
         and each Subsequent Transfer Agreement, the consummation of any other
         of the transactions contemplated by this Agreement and each
         Subsequent Transfer Agreement and the fulfillment of or compliance
         with the terms hereof are in the ordinary course of business of Park
         Sienna and will not (A) result in a material breach of any term or
         provision of the certificate of formation or limited liability
         company agreement of Park Sienna or (B) materially conflict with,
         result in a material breach, violation or acceleration of, or result
         in a material default under, the terms of any other material
         agreement or instrument to which Park Sienna is a party or by which
         it


                                      89
<PAGE>

         may be bound, or (C) constitute a material violation of any statute,
         order or regulation applicable to Park Sienna of any court,
         regulatory body, administrative agency or governmental body having
         jurisdiction over Park Sienna; and Park Sienna is not in breach or
         violation of any material indenture or other material agreement or
         instrument, or in violation of any statute, order or regulation of
         any court, regulatory body, administrative agency or governmental
         body having jurisdiction over it which breach or violation may
         materially impair Park Sienna's ability to perform or meet any of its
         obligations under this Agreement.

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

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

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

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

                  (e) Upon discovery by any of the parties hereto of a breach
of a representation or warranty set forth in Section 2.03(a) through (d) that
materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan, the party discovering such breach shall give prompt notice
thereof to the other parties and the NIM Insurer. Each of the Master Servicer
and the Sellers (each, a "Representing Party") hereby covenants with respect
to the representations and warranties set forth in Sections 2.03(a) through
(d) that within 90 days of the earlier of the discovery by such Representing
Party or receipt of written notice by such Representing Party from any party
of a breach of any representation or warranty set forth herein made that
materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan, it shall cure such breach in all material respects and, if
such breach is not so cured, shall, (i) if such 90-day period expires prior to
the second anniversary of the Closing Date, remove such Mortgage Loan (a
"Deleted Mortgage Loan") from the Trust Fund and substitute in its place a
Replacement Mortgage Loan, in the manner and subject to the conditions set
forth in this Section; or (ii) repurchase the affected Mortgage Loan or
Mortgage Loans from the Trustee at



                                      90
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the Purchase Price in the manner set forth below; provided that (a) any such
substitution pursuant to (i) above or repurchase pursuant to (ii) above shall
not be effected prior to the delivery to the Trustee, of the Opinion of
Counsel required by Section 2.05 hereof, (b) any such substitution pursuant to
(i) above shall not be effected prior to the additional delivery to the
Trustee of a Request for File Release and (c) any such substitution pursuant
to (i) above shall include a payment by the applicable Representing Party of
any amount as calculated under item (iii) of the definition of "Purchase
Price". Any Representing Party liable for a breach under this Section 2.03
shall promptly reimburse the Master Servicer or the Trustee for any expenses
reasonably incurred by the Master Servicer or the Trustee in respect of
enforcing the remedies for such breach. To enable the Master Servicer to amend
the Mortgage Loan Schedule, any Representing Party liable for a breach under
this Section 2.03 shall, unless it cures such breach in a timely fashion
pursuant to this Section 2.03, promptly notify the Master Servicer whether
such Representing Party intends either to repurchase, or to substitute for,
the Mortgage Loan affected by such breach. With respect to the representations
and warranties described in this Section that are made to the best of the
Representing Party's knowledge, if it is discovered by any of the Depositor,
the Master Servicer, the Sellers or the Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan, notwithstanding the
Representing Party's lack of knowledge with respect to the substance of such
representation or warranty, such inaccuracy shall be deemed a breach of the
applicable representation or warranty. Any breach of a representation set
forth in Section 2.03(a)(8), (b)(72), (b)(75), (b)(76) or (b)(77) shall be
deemed to materially and adversely affect the Certificateholders.

                  With respect to any Replacement Mortgage Loan or Loans, the
applicable Seller delivering such Replacement Mortgage Loan shall deliver to
the Trustee for the benefit of the Certificateholders the related Mortgage
Note, Mortgage and assignment of the Mortgage, and such other documents and
agreements as are required by Section 2.01, with the Mortgage Note endorsed
and the Mortgage assigned as required by Section 2.01. No substitution will be
made in any calendar month after the Determination Date for such month.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and will be retained by the
applicable Seller delivering such Replacement Mortgage Loan on such
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the Scheduled Payment due on any Deleted
Mortgage Loan for the related Due Period and thereafter the applicable Seller
shall be entitled to retain all amounts received in respect of such Deleted
Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for
the benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Replacement Mortgage Loan or Loans
and the Master Servicer shall deliver the amended Mortgage Loan Schedule to
the Trustee. Upon such substitution, the Replacement Mortgage Loan or Loans
shall be subject to the terms of this Agreement in all respects, and the
applicable Seller delivering such Replacement Mortgage Loan shall be deemed to
have made with respect to such Replacement Mortgage Loan or Loans, as of the
date of substitution, the representations and warranties set forth in Section
2.03(b), (c) or (d) with respect to such Mortgage Loan. Upon any such
substitution and the deposit to the Certificate Account of the amount required
to be deposited therein in connection with such substitution as described in
the following paragraph, the Trustee shall release to the Representing Party
the Mortgage File relating to such Deleted Mortgage Loan and held for the
benefit of the Certificateholders and


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shall execute and deliver at the Master Servicer's direction such instruments
of transfer or assignment as have been prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the applicable
Seller, or its respective designee, title to the Trustee's interest in any
Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

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

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

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

                  Section 2.04 Representations and Warranties of the
                               Depositor.

                  The Depositor hereby represents and warrants to the Master
Servicer and the Trustee as follows, as of the date hereof and as of each
Subsequent Transfer Date:

                           (1) The Depositor is duly organized and is validly
         existing as a corporation in good standing under the laws of the
         State of Delaware and has full power and authority (corporate and
         other) necessary to own or hold its properties and to conduct its
         business as now conducted by it and to enter into and perform its
         obligations under this Agreement and each Subsequent Transfer
         Agreement.



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                           (2) The Depositor has the full corporate power and
         authority to execute, deliver and perform, and to enter into and
         consummate the transactions contemplated by, this Agreement and each
         Subsequent Transfer Agreement and has duly authorized, by all
         necessary corporate action on its part, the execution, delivery and
         performance of this Agreement and each Subsequent Transfer Agreement;
         and this Agreement and each Subsequent Transfer Agreement, assuming
         the due authorization, execution and delivery hereof by the other
         parties hereto, constitutes a legal, valid and binding obligation of
         the Depositor, enforceable against the Depositor in accordance with
         its terms, subject, as to enforceability, to (i) bankruptcy,
         insolvency, reorganization, moratorium and other similar laws
         affecting creditors' rights generally and (ii) general principles of
         equity, regardless of whether enforcement is sought in a proceeding
         in equity or at law.

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

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

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

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



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                  It is understood and agreed that the representations and
warranties set forth in the two immediately preceding paragraphs shall survive
delivery of the Mortgage Files to the Trustee. Upon discovery by the Depositor
or the Trustee, of a breach of any of the foregoing representations and
warranties set forth in the immediately preceding paragraph (referred to
herein as a "breach"), which breach materially and adversely affects the
interest of the Certificateholders, the party discovering such breach shall
give prompt written notice to the others and to each Rating Agency and the NIM
Insurer. The Depositor hereby covenants with respect to the representations
and warranties made by it in this Section 2.04 that within 90 days of the
earlier of the discovery by it or receipt of written notice by it from any
party of a breach of any representation or warranty set forth herein made that
materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan, it shall cure such breach in all material respects and, if
such breach is not so cured, shall repurchase or replace the affected Mortgage
Loan or Loans in accordance with the procedure set forth in Section 2.03(e).

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

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

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



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                  Section 2.06 Authentication and Delivery of Certificates.

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

                  Section 2.07 Covenants of the Master Servicer.

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

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

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

                                 ARTICLE III.
                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

                  Section 3.01 Master Servicer to Service Mortgage Loans.

                  For and on behalf of the Certificateholders, the Master
Servicer shall service and administer the Mortgage Loans in accordance with
customary and usual standards of practice of prudent mortgage loan lenders in
the respective states in which the Mortgaged Properties are located, including
taking all required and appropriate actions under each Required Insurance
Policy. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.02 hereof, subject to the terms hereof
(i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but only in the manner provided in this
Agreement), (iii) to collect any Insurance Proceeds, other Liquidation
Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(b), to
effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that the Master Servicer shall
take no action that is inconsistent with or prejudices the interests of the
Trustee or the Certificateholders in any Mortgage Loan or the rights and
interests of the Depositor and the Trustee under this Agreement. The Master
Servicer shall represent and protect the interest of the Trustee in the same
manner as it currently protects its own interest in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan which would (i) cause


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any REMIC formed hereunder to fail to qualify as a REMIC or (ii) result in the
imposition of any tax under section 860(a) or 860(d) of the Code, but in any
case the Master Servicer shall not act in any manner that is a lesser standard
than that provided in the first sentence of this Section 3.01. Without
limiting the generality of the foregoing, the Master Servicer, in its own name
or in the name of the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Master Servicer believes
it appropriate in its reasonable judgment, to execute and deliver, on behalf
of the Trustee, the Depositor, the Certificateholders or any of them, any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge and all other comparable instruments, with respect to the
Mortgage Loans, and with respect to the Mortgaged Properties held for the
benefit of the Certificateholders. The Master Servicer shall prepare and
deliver to the Depositor and/or the Trustee such documents requiring execution
and delivery by any or all of them as are necessary or appropriate to enable
the Master Servicer to service and administer the Mortgage Loans. Upon receipt
of such documents, the Depositor and/or the Trustee shall execute such
documents and deliver them to the Master Servicer. The Master Servicer further
is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of the
Subservicer, when the Master Servicer or the Subservicer, as the case may be,
believes it appropriate in its best judgment to register any Mortgage Loan on
the MERS(R) System, or cause the removal from the registration of any Mortgage
Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee
and the Certificateholders or any of them, any and all instruments of
assignment and other comparable instruments with respect to such assignment or
re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns.

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

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

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

                  In the event that a shortfall in any collection on or
liability with respect to any Mortgage Loan results from or is attributable to
adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances
that were made by the Master Servicer in a manner not consistent with the
terms of the related Mortgage Note and this Agreement, the Master Servicer,



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upon discovery or receipt of notice thereof, immediately shall deliver to the
Trustee for deposit in the Distribution Account from its own funds the amount
of any such shortfall and shall indemnify and hold harmless the Trust Fund,
the Trustee, the Depositor and any successor master servicer in respect of any
such liability. Such indemnities shall survive the termination or discharge of
this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not
limit the ability of the Master Servicer to seek recovery of any such amounts
from the related Mortgagor under the terms of the related Mortgage Note, as
permitted by law and shall not be an expense of the Trust.

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

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

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



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

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

                  Section 3.04 Trustee to Act as Master Servicer.

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



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terms thereof; provided that the Trustee (or any other successor servicer)
shall not incur any liability or have any obligations in its capacity as
servicer under a subservicing agreement arising prior to the date of such
succession unless it expressly elects to succeed to the rights and obligations
of the Master Servicer thereunder; and the Master Servicer shall not thereby
be relieved of any liability or obligations under the subservicing agreement
arising prior to the date of such succession.

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

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

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



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

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

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

                           (3) all Insurance Proceeds;

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

                           (5) all Compensating Interest;

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

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

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

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

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

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

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



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describes the amounts deposited in error in the Certificate Account. The
Master Servicer shall maintain adequate records with respect to all
withdrawals made pursuant to this Section. All funds deposited in the
Certificate Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 3.08.

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

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

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

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

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

                  (d) If the Pre-Funded Amount is greater than zero, the
Trustee shall establish and maintain, on behalf of the Certificateholders, the
Pre-Funding Account, and on the Closing Date, CHL shall remit the Pre-Funded
Amount to the Trustee for deposit in the Pre-Funding Account.

                  On the Business Day before the Distribution Date following
the end of the Funding Period, the Trustee shall (i) withdraw the amount on
deposit in the Pre-Funding Account (net of investment income), (ii) promptly
deposit such amount in the Distribution Account, and (iii) distribute each
amount to the Certificates on the Distribution Date pursuant to Section 4.04.

                  (e) Each institution that maintains the Certificate Account,
the Distribution Account or the Pre-Funding Account shall invest the funds in
each such account, as directed by the Master Servicer, in Permitted
Investments, which shall mature not later than (x) in the case of the
Certificate Account, the second Business Day next preceding the related
Distribution


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

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

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

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

                  To the extent required by the related Mortgage Note, the
Master Servicer shall establish and maintain one or more accounts (each, an
"Escrow Account") and deposit and retain therein all collections from the
Mortgagors (or advances by the Master Servicer) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account of
the Mortgagors. Nothing herein shall require the Master Servicer to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.



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

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

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

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

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

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

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

                           (ii) to reimburse each of the Master Servicer and
                  the Trustee for Advances made by it with respect to the
                  Mortgage Loans, such right of


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                  reimbursement pursuant to this subclause (ii) being limited
                  to amounts received on particular Mortgage Loan(s)
                  (including, for this purpose, Liquidation Proceeds,
                  Insurance Proceeds and Subsequent Recoveries) that represent
                  late recoveries of payments of principal and/or interest on
                  such particular Mortgage Loan(s) in respect of which any
                  such Advance was made;

                           (iii) [Reserved];

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

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

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

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

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

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

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

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

                  In addition, no later than 1:00 p.m. Pacific time on the
Distribution Account Deposit Date, the Master Servicer shall withdraw from the
Certificate Account and remit to the Trustee the Interest Remittance Amount
and Principal Remittance Amount for each Loan Group, and the Trustee shall
deposit such amount in the Distribution Account.



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                  The Trustee shall establish and maintain, on behalf of the
Certificateholders, a Principal Reserve Fund in the name of the Trustee. On
the Closing Date, CHL shall deposit into the Principal Reserve Fund $300.00.
Funds on deposit in the Principal Reserve Fund shall not be invested. The
Principal Reserve Fund shall be treated as an "outside reserve fund" under
applicable Treasury regulations and shall not be part of any REMIC created
under this Agreement.

                  On the Business Day before the first Distribution Date, the
Trustee shall transfer $100.00 from the Principal Reserve Fund to the
Distribution Account, and on the first Distribution Date, the Trustee shall
withdraw $100 and distribute such amount to the Class A-R Certificates in
reduction of the Certificate Principal Balance thereof.

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

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

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

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

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

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

                           (iv) to reimburse the Trustee for any unreimbursed
                  Advances made by it pursuant to Section 4.01(d) hereof, such
                  right of reimbursement pursuant to this subclause (iv) being
                  limited to (x) amounts received on the related Mortgage



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                  Loan(s) in respect of which any such Advance was made and
                  (y) amounts not otherwise reimbursed to the Trustee pursuant
                  to Section 3.08(a)(ii) hereof;

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

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

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

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

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

                  Section 3.09 [Reserved].

                  Section 3.10 Maintenance of Hazard Insurance.

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


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any time be in force and as shall require such additional insurance. If the
Mortgaged Property is located at the time of origination of the Mortgage Loan
in a federally designated special flood hazard area and such area is
participating in the national flood insurance program, the Master Servicer
shall cause flood insurance to be maintained with respect to such Mortgage
Loan. Such flood insurance shall be in an amount equal to the lesser of (i)
the original principal balance of the related Mortgage Loan, (ii) the
replacement value of the improvements that are part of such Mortgaged
Property, or (iii) the maximum amount of such insurance available for the
related Mortgaged Property under the Flood Disaster Protection Act of 1973, as
amended. If the hazard policy contains a deductible clause, the Master
Servicer will be required to deposit from its own funds into the Certificate
Account the amounts that would have been deposited therein but for the
deductible clause.

                  Section 3.11 Enforcement of Due-On-Sale Clauses; Assumption
                               Agreements.

                  (a) Except as otherwise provided in this Section 3.11(a),
when any property subject to a Mortgage has been or is about to be conveyed by
the Mortgagor, the Master Servicer shall to the extent that it has knowledge
of such conveyance, enforce any due-on-sale clause contained in any Mortgage
Note or Mortgage, to the extent permitted under applicable law and
governmental regulations, but only to the extent that such enforcement will
not adversely affect or jeopardize coverage under any Required Insurance
Policy. Notwithstanding the foregoing, the Master Servicer is not required to
exercise such rights with respect to a Mortgage Loan if the Person to whom the
related Mortgaged Property has been conveyed or is proposed to be conveyed
satisfies the terms and conditions contained in the Mortgage Note and Mortgage
related thereto and the consent of the mortgagee under such Mortgage Note or
Mortgage is not otherwise so required under such Mortgage Note or Mortgage as
a condition to such transfer. In the event that the Master Servicer is
prohibited by law from enforcing any such due-on-sale clause, or if coverage
under any Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Master Servicer is
authorized, subject to Section 3.11(b), to take or enter into an assumption
and modification agreement from or with the person to whom such property has
been or is about to be conveyed, pursuant to which such person becomes liable
under the Mortgage Note and, unless prohibited by applicable state law, the
Mortgagor remains liable thereon, provided that the Mortgage Loan shall
continue to be covered (if so covered before the Master Servicer enters such
agreement) by the applicable Required Insurance Policies. The Master Servicer,
subject to Section 3.11(b), is also authorized with the prior approval of the
insurers under any Required Insurance Policies to enter into a substitution of
liability agreement with such Person, pursuant to which the original Mortgagor
is released from liability and such Person is substituted as Mortgagor and
becomes liable under the Mortgage Note. The Master Servicer shall notify the
Trustee that any such substitution, modification or assumption agreement has
been completed by forwarding to the Trustee the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.

                  (b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.11(a) hereof, in any
case in which a Mortgaged Property has been conveyed to a Person by a
Mortgagor, and such Person is to enter into an assumption agreement or
modification agreement or supplement to the Mortgage Note or Mortgage that


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requires the signature of the Trustee, or if an instrument of release signed
by the Trustee is required releasing the Mortgagor from liability on the
Mortgage Loan, the Master Servicer shall prepare and deliver or cause to be
prepared and delivered to the Trustee for signature and shall direct, in
writing, the Trustee to execute the assumption agreement with the Person to
whom the Mortgaged Property is to be conveyed and such modification agreement
or supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions
or the transfer of the Mortgaged Property to such Person. In connection with
any such assumption, no material term of the Mortgage Note (including, but not
limited to, the Mortgage Rate, the amount of the Scheduled Payment, the
Maximum Mortgage Rate, the Minimum Mortgage Rate, the Gross Margin, the
Initial Periodic Rate Cap, the Subsequent Periodic Rate Cap, the Adjustment
Date and any other term affecting the amount or timing of payment on the
Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
Mortgaged Property must be acceptable to the Master Servicer in accordance
with its underwriting standards as then in effect. The Master Servicer shall
notify the Trustee that any such substitution or assumption agreement has been
completed by forwarding to the Trustee the original of such substitution or
assumption agreement, which in the case of the original shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by the Master Servicer for
entering into an assumption or substitution of liability agreement will be
retained by the Master Servicer as additional servicing compensation.

                  Section 3.12 Realization Upon Defaulted Mortgage Loans;
                               Determination of Excess Proceeds and Realized
                               Losses; Repurchase of Certain Mortgage Loans.

                  (a) The Master Servicer may agree to a modification of any
Mortgage Loan (the "Modified Mortgage Loan") if (i) the modification is in
lieu of a refinancing and (ii) the Mortgage Rate on the Modified Mortgage Loan
is approximately a prevailing market rate for newly-originated mortgage loans
having similar terms and (iii) the Master Servicer purchases the Modified
Mortgage Loan from the Trust Fund as described below. Effective immediately
after the modification, and, in any event, on the same Business Day on which
the modification occurs, all interest of the Trustee in the Modified Mortgage
Loan shall automatically be deemed transferred and assigned to the Master
Servicer and all benefits and burdens of ownership thereof, including the
right to accrued interest thereon from the date of modification and the risk
of default thereon, shall pass to the Master Servicer. The Master Servicer
shall promptly deliver to the Trustee a certification of a Servicing Officer
to the effect that all requirements of this paragraph have been satisfied with
respect to the Modified Mortgage Loan. For federal income tax purposes, the
Trustee shall account for such purchase as a prepayment in full of the
Modified Mortgage Loan. The Master Servicer shall deposit the Purchase Price
for any Modified Mortgage Loan in the Certificate Account pursuant to Section
3.05 within one Business Day after the purchase of the Modified Mortgage Loan.
Upon receipt by the Trustee of written notification of any such deposit signed
by a Servicing Officer, the Trustee shall release to the Master Servicer the
related Mortgage File and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as shall be necessary
to vest in the Master Servicer any Modified Mortgage Loan previously
transferred and assigned pursuant hereto. The


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Master Servicer covenants and agrees to indemnify the Trust Fund against any
liability for any "prohibited transaction" taxes and any related interest,
additions, and penalties imposed on the Trust Fund established hereunder as a
result of any modification of a Mortgage Loan effected pursuant to this
subsection (a), any holding of a Modified Mortgage Loan by the Trust Fund or
any purchase of a Modified Mortgage Loan by the Master Servicer (but such
obligation shall not prevent the Master Servicer or any other appropriate
Person from in good faith contesting any such tax in appropriate proceedings
and shall not prevent the Master Servicer from withholding payment of such
tax, if permitted by law, pending the outcome of such proceedings). The Master
Servicer shall have no right of reimbursement for any amount paid pursuant to
the foregoing indemnification, except to the extent that the amount of any
tax, interest, and penalties, together with interest thereon, is refunded to
the Trust Fund or the Master Servicer. If the Master Servicer agrees to a
modification of any Mortgage Loan pursuant to this Section 3.12(a), and if
such Mortgage Loan carries a Prepayment Charge provision, the Master Servicer
will deliver to the Trustee the amount of the Prepayment Charge, if any, that
would have been due had such Mortgage Loan been prepaid at the time of such
modification, for deposit into the Certificate Account (not later than 1:00
p.m. Pacific time on the Master Servicer Advance Date immediately succeeding
the date of such modification) for distribution in accordance with the terms
of this Agreement.

                  (b) The Master Servicer shall use reasonable efforts to
foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and
as to which no satisfactory arrangements can be made for collection of
delinquent payments. In connection with such foreclosure or other conversion,
the Master Servicer shall follow such practices and procedures as it shall
deem necessary or advisable and as shall be normal and usual in its general
mortgage servicing activities and the requirements of the insurer under any
Required Insurance Policy; provided that the Master Servicer shall not be
required to expend its own funds in connection with any foreclosure or towards
the restoration of any property unless it shall determine (i) that such
restoration and/or foreclosure will increase the proceeds of liquidation of
the Mortgage Loan after reimbursement to itself of such expenses and (ii) that
such expenses will be recoverable to it through Liquidation Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Certificate Account pursuant to Section 3.08 hereof). The Master Servicer
shall be responsible for all other costs and expenses incurred by it in any
such proceedings; provided that it shall be entitled to reimbursement thereof
from the proceeds of liquidation of the related Mortgaged Property and any
related Subsequent Recoveries, as contemplated in Section 3.08 hereof. If the
Master Servicer has knowledge that a Mortgaged Property that the Master
Servicer is contemplating acquiring in foreclosure or by deed-in-lieu of
foreclosure is located within a one-mile radius of any site with environmental
or hazardous waste risks known to the Master Servicer, the Master Servicer
will, prior to acquiring the Mortgaged Property, consider such risks and only
take action in accordance with its established environmental review
procedures.

                  With respect to any REO Property, the deed or certificate of
sale shall be taken in the name of the Trustee for the benefit of the
Certificateholders (or the Trustee's nominee on behalf of the
Certificateholders). The Trustee's name shall be placed on the title to such
REO Property solely as the Trustee hereunder and not in its individual
capacity. The Master Servicer shall ensure that the title to such REO Property
references this Agreement and the Trustee's capacity thereunder. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall


                                     109
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either itself or through an agent selected by the Master Servicer protect and
conserve such REO Property in the same manner and to such extent as is
customary in the locality where such REO Property is located and may, incident
to its conservation and protection of the interests of the Certificateholders,
rent the same, or any part thereof, as the Master Servicer deems to be in the
best interest of the Master Servicer and the Certificateholders for the period
prior to the sale of such REO Property. The Master Servicer shall prepare for
and deliver to the Trustee a statement with respect to each REO Property that
has been rented showing the aggregate rental income received and all expenses
incurred in connection with the management and maintenance of such REO
Property at such times as is necessary to enable the Trustee to comply with
the reporting requirements of the REMIC Provisions. The net monthly rental
income, if any, from such REO Property shall be deposited in the Certificate
Account no later than the close of business on each Determination Date. The
Master Servicer shall perform the tax reporting and withholding related to
foreclosures, abandonments and cancellation of indebtedness income as
specified by Sections 1445, 6050J and 6050P of the Code by preparing and
filing such tax and information returns, as may be required.

                  In the event that the Trust Fund acquires any Mortgaged
Property as aforesaid or otherwise in connection with a default or imminent
default on a Mortgage Loan, the Master Servicer shall dispose of such
Mortgaged Property as soon as practicable in a manner that maximizes the
Liquidation Proceeds, but in no event later than three years after its
acquisition by the Trust Fund or, at the expense of the Trust Fund, the Master
Servicer shall request, more than 60 days prior to the day on which such
three-year period would otherwise expire, an extension of the three-year grace
period. In the event the Trustee shall have been supplied with an Opinion of
Counsel (such opinion not to be an expense of the Trustee) to the effect that
the holding by the Trust Fund of such Mortgaged Property subsequent to such
three-year period will not result in the imposition of taxes on "prohibited
transactions" of the Trust Fund as defined in section 860F of the Code or
cause any REMIC formed hereunder to fail to qualify as a REMIC at any time
that any Certificates are outstanding, and the Trust Fund may continue to hold
such Mortgaged Property (subject to any conditions contained in such Opinion
of Counsel) after the expiration of such three-year period. Notwithstanding
any other provision of this Agreement, no Mortgaged Property acquired by the
Trust Fund shall be rented (or allowed to continue to be rented) or otherwise
used for the production of income by or on behalf of the Trust Fund in such a
manner or pursuant to any terms that would (i) cause such Mortgaged Property
to fail to qualify as "foreclosure property" within the meaning of section
860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under section 860G(c) of the Code or otherwise, unless the Master
Servicer has agreed to indemnify and hold harmless the Trust Fund with respect
to the imposition of any such taxes.

                  The decision of the Master Servicer to foreclose on a
defaulted Mortgage Loan shall be subject to a determination by the Master
Servicer that the proceeds of such foreclosure would exceed the costs and
expenses of bringing such a proceeding. The income earned from the management
of any Mortgaged Properties acquired through foreclosure or other judicial
proceeding, net of reimbursement to the Master Servicer for expenses incurred
(including any property or other taxes) in connection with such management and
net of unreimbursed Servicing Fees, Advances, Servicing Advances and any
management fee paid or to be paid with respect to the management of such
Mortgaged Property, shall be applied to the payment of principal of, and


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

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

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

                  (c) [Reserved].

                  (d) The Master Servicer, in its sole discretion, shall have
the right to elect (by written notice sent to the Trustee) to purchase for its
own account from the Trust Fund any Mortgage Loan that is 150 days or more
delinquent at a price equal to the Purchase Price; provided, however, that the
Master Servicer may only exercise this right on or before the last day of the
calendar month in which such Mortgage Loan became 150 days delinquent (such
month, the "Eligible Repurchase Month"); provided further, that any such
Mortgage Loan which becomes current but thereafter becomes delinquent may be
purchased by the Master Servicer pursuant to this Section in any ensuing
Eligible Repurchase Month. The Purchase Price for any Mortgage Loan purchased
hereunder shall be deposited in the Certificate Account. Any purchase of a
Mortgage Loan pursuant to this Section 3.12(d) shall be accomplished by
remittance to the Master Servicer for deposit in the Certificate Account of
the Purchase Price. The Trustee, upon receipt of certification from the Master
Servicer of such deposit and a Request for File Release from the Master
Servicer, shall release or cause to be released to the purchaser of such
Mortgage Loan the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment prepared by the purchaser of such
Mortgage Loan, in each case without recourse, as shall be necessary to vest in
the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto
and the purchaser of such Mortgage Loan shall succeed to all the Trustee's
right, title and interest in and to such Mortgage Loan and all security and
documents related thereto. Such assignment shall be an assignment outright and
not for security. The purchaser of such Mortgage Loan shall thereupon own such
Mortgage Loan, and all security and


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documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.

                  Section 3.13 Trustee to Cooperate; Release of Mortgage
                               Files.

                  Upon the payment in full of any Mortgage Loan, or the
receipt by the Master Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Master Servicer will
promptly notify the Trustee by delivering a Request for File Release. Upon
receipt of such request, the Trustee shall promptly release the related
Mortgage File to the Master Servicer, and the Trustee shall at the Master
Servicer's direction execute and deliver to the Master Servicer the request
for reconveyance, deed of reconveyance or release or satisfaction of mortgage
or such instrument releasing the lien of the Mortgage in each case provided by
the Master Servicer, together with the Mortgage Note with written evidence of
cancellation thereon. The Master Servicer is authorized to cause the removal
from the registration on the MERS(R) System of such Mortgage and to execute
and deliver, on behalf of the Trust Fund and the Certificateholders or any of
them, any and all instruments of satisfaction or cancellation or of partial or
full release. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account, the Distribution Account, the Carryover Reserve Fund or the related
subservicing account. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose,
collection under any policy of flood insurance any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee shall, upon delivery to the Trustee
of a Request for Document Release or a Request for File Release, as
applicable, release the documents specified in such request or the Mortgage
File, as the case may be, to the Master Servicer. Subject to the further
limitations set forth below, the Master Servicer shall cause the Mortgage File
or documents so released to be returned to the Trustee when the need therefor
by the Master Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Certificate Account,
in which case the Master Servicer shall deliver to the Trustee a Request for
File Release for any remaining documents in the Mortgage File not in the
possession of the Master Servicer.

                  If the Master Servicer at any time seeks to initiate a
foreclosure proceeding in respect of any Mortgaged Property as authorized by
this Agreement, the Master Servicer shall deliver or cause to be delivered to
the Trustee, for signature, as appropriate, any court pleadings, requests for
trustee's sale or other documents necessary to effectuate such foreclosure or
any legal action brought to obtain judgment against the Mortgagor on the
Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce
any other remedies or rights provided by the Mortgage Note or the Mortgage or
otherwise available at law or in equity. Notwithstanding the foregoing, the
Master Servicer shall cause possession of any Mortgage File or of the
documents therein that shall have been released by the Trustee to be returned
to the Trustee within 21 calendar days after possession thereof shall have
been released by the Trustee unless (i) the Mortgage Loan has been liquidated
and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the Certificate Account, and the Master Servicer shall have delivered to
the Trustee a Request for File Release or (ii) the Mortgage File or document
shall have been delivered to an attorney or to a public trustee or other
public official as required


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by law for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property and the Master
Servicer shall have delivered to the Trustee an Officer's Certificate of a
Servicing Officer certifying as to the name and address of the Person to which
the Mortgage File or the documents therein were delivered and the purpose or
purposes of such delivery.

                  Section 3.14 Documents, Records and Funds in Possession of
                               Master Servicer to be Held for the Trustee.

                  Notwithstanding any other provisions of this Agreement, the
Master Servicer shall transmit to the Trustee as required by this Agreement
all documents and instruments in respect of a Mortgage Loan coming into the
possession of the Master Servicer from time to time and shall account fully to
the Trustee for any funds received by the Master Servicer or that otherwise
are collected by the Master Servicer as Liquidation Proceeds, Insurance
Proceeds or Subsequent Recoveries in respect of any Mortgage Loan. All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds or Subsequent
Recoveries including but not limited to, any funds on deposit in the
Certificate Account, shall be held by the Master Servicer for and on behalf of
the Trust Fund and shall be and remain the sole and exclusive property of the
Trust Fund, subject to the applicable provisions of this Agreement. The Master
Servicer also agrees that it shall not create, incur or subject any Mortgage
File or any funds that are deposited in the Certificate Account, the
Distribution Account, the Carryover Reserve Fund or in any Escrow Account (as
defined in Section 3.06), or any funds that otherwise are or may become due or
payable to the Trustee for the benefit of the Certificateholders, to any
claim, lien, security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of set
off against any Mortgage File or any funds collected on, or in connection
with, a Mortgage Loan, except, however, that the Master Servicer shall be
entitled to set off against and deduct from any such funds any amounts that
are properly due and payable to the Master Servicer under this Agreement.

                  Section 3.15 Servicing Compensation.

                  As compensation for its activities hereunder, the Master
Servicer shall be entitled to retain or withdraw from the Certificate Account
out of each payment of interest on a Mortgage Loan included in the Trust Fund
an amount equal to interest at the applicable Servicing Fee Rate on the Stated
Principal Balance of the related Mortgage Loan for the period covered by such
interest payment.

                  Additional servicing compensation in the form of any Excess
Proceeds, assumption fees, late payment charges, Prepayment Interest Excess,
and all income and gain net of any losses realized from Permitted Investments
shall be retained by the Master Servicer to the extent not required to be
deposited in the Certificate Account pursuant to Section 3.05 or 3.12(b)
hereof. The Master Servicer shall be required to pay all expenses incurred by
it in connection with its servicing activities hereunder (including payment of
any premiums for hazard insurance, as required by Section 3.10 hereof and
maintenance of the other forms of insurance coverage


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required by Section 3.10 hereof) and shall not be entitled to reimbursement
therefor except as specifically provided in Sections 3.08 and 3.12 hereof.

                  Section 3.16 Access to Certain Documentation.

                  The Master Servicer shall provide to the OTS and the FDIC
and to comparable regulatory authorities supervising Holders of the
Certificates and Certificate Owners and the examiners and supervisory agents
of the OTS, the FDIC and such other authorities, access to the documentation
regarding the Mortgage Loans required by applicable regulations of the OTS and
the FDIC. Such access shall be afforded without charge, but only upon
reasonable and prior written request and during normal business hours at the
offices of the Master Servicer designated by it. Nothing in this Section shall
limit the obligation of the Master Servicer to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Master Servicer to provide access as provided in this Section as a
result of such obligation shall not constitute a breach of this Section.

                  Section 3.17 Annual Statement as to Compliance.

                  The Master Servicer shall deliver to the Depositor and the
Trustee on or before the 80th day after the end of the Master Servicer's
fiscal year, commencing with its 2005 fiscal year, an Officer's Certificate
stating, as to the signer thereof, that (i) a review of the activities of the
Master Servicer during the preceding calendar year and of the performance of
the Master Servicer under this Agreement has been made under such officer's
supervision and (ii) to the best of such officer's knowledge, based on such
review, the Master Servicer has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and (iii) to the best of such
officer's knowledge, each Subservicer has fulfilled all its obligations under
its Subservicing Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation specifying each such default
known to such officer and the nature and status thereof. The Trustee shall
forward a copy of each such statement to each Rating Agency. Copies of such
statement shall be provided by the Trustee to any Certificateholder or
Certificate Owner upon request at the Master Servicer's expense, provided such
statement is delivered by the Master Servicer to the Trustee.

                  Section 3.18 Annual Independent Public Accountants'
                               Servicing Statement; Financial Statements.

                  On or before the later of (i) the 80th day after the end of
the Master Servicer's fiscal year, commencing with its 2005 fiscal year or
(ii) within 30 days of the issuance of the annual audited financial statements
beginning with the audit for the period ending in 2005, the Master Servicer at
its expense shall cause a nationally recognized firm of independent public
accountants (who may also render other services to the Master Servicer, CHL or
any affiliate thereof) that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Trustee, the Depositor and CHL
in compliance with the Uniform Single Attestation Program for Mortgage
Bankers. Copies of such report shall be provided by the Trustee to any
Certificateholder or Certificate Owner upon request at the Master Servicer's
expense, provided such report is delivered by the Master Servicer to the
Trustee. Upon written request, the Master


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Servicer shall provide to the Certificateholders or Certificate Owners its
publicly available annual financial statements (or the Master Servicer's
parent company's publicly available annual financial statements, as
applicable), if any, promptly after they become available.

                  Section 3.19 The Corridor Contracts.

                  CHL shall cause The Bank of New York to enter into the
Corridor Contract Administration Agreement and shall assign all of its right,
title and interest in and to the interest rate corridor transactions evidenced
by the Corridor Contracts to, and shall cause all of its obligations in
respect of such transactions to be assumed by, the Corridor Contract
Administrator, on the terms and conditions set forth in the Corridor Contract
Assignment Agreement. The Trustee's rights to receive certain proceeds of the
Corridor Contracts as provided in the Corridor Contract Administration
Agreement will be an asset of the Trust Fund but will not be an asset of any
REMIC. The Trustee shall deposit any amounts received from time to time with
respect to any Corridor Contract into the Carryover Reserve Fund. The Master
Servicer shall deposit any amounts received on behalf of the Trustee from time
to time with respect to any Corridor Contract into the Carryover Reserve Fund.

                  No later than two Business Days following each Distribution
Date, the Trustee shall provide the Corridor Contract Administrator with
information regarding the aggregate Certificate Principal Balance of the
Class(es) of Certificates related to each Corridor Contract after all
distributions on such Distribution Date.

                  The Trustee shall direct the Corridor Contract Administrator
to terminate a Corridor Contract upon the occurrence of certain events of
default or termination events to the extent specified thereunder. Upon any
such termination, the Corridor Contract Counterparty will be obligated to pay
the Corridor Contract Administrator an amount in respect of such termination,
and the portion of such amount that is distributable to the Trust Fund
pursuant to the Corridor Contract Administration Agreement and received by the
Trustee or the Master Servicer for the benefit of the Trust Fund, as the case
may be, in respect of such termination shall be deposited and held in the
Carryover Reserve Fund to pay Net Rate Carryover for the applicable Classes of
Certificates as provided in Section 4.04(e) on the Distribution Dates
following such termination to and including the applicable Corridor Contract
Termination Date, but shall not be available for distribution to the
applicable Class of Class C Certificates pursuant to Section 4.08(c) until
such Corridor Contract Termination Date. On each Corridor Contract Termination
Date, after all other distributions on such date, if any such amounts in
respect of early termination of the related Corridor Contract remain in the
Carryover Reserve Fund, such amounts shall be distributed by the Trustee to
(i) in the case of any such amounts relating to the Class AF-1 Corridor
Contract, the Class CF Certificates, and (ii) in the case of any such amounts
relating to the Class 2-AV-1 Corridor Contract, Class 3-AV Corridor Contact
and Adjustable Rate Subordinate Corridor Contract, the Class CV Certificates.

                  Section 3.20 Prepayment Charges.

                  (a) Notwithstanding anything in this Agreement to the
contrary, in the event of a Principal Prepayment in full or in part of a
Mortgage Loan, the Master Servicer may not waive any Prepayment Charge or
portion thereof required by the terms of the related Mortgage


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Note unless (i) such Mortgage Loan is in default or the Master Servicer
believes that such a default is imminent, and the Master Servicer determines
that such waiver would maximize recovery of Liquidation Proceeds for such
Mortgage Loan, taking into account the value of such Prepayment Charge, or
(ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency,
moratorium, receivership, or other similar law relating to creditors' rights
generally or (2) due to acceleration in connection with a foreclosure or other
involuntary payment, or (B) the enforceability is otherwise limited or
prohibited by applicable law. In the event of a Principal Prepayment in full
or in part with respect to any Mortgage Loan, the Master Servicer shall
deliver to the Trustee an Officer's Certificate substantially in the form of
Exhibit T no later than the third Business Day following the immediately
succeeding Determination Date with a copy to the Class P Certificateholders.
If the Master Servicer has waived or does not collect all or a portion of a
Prepayment Charge relating to a Principal Prepayment in full or in part due to
any action or omission of the Master Servicer, other than as provided above,
the Master Servicer shall deliver to the Trustee, together with the Principal
Prepayment in full or in part, the amount of such Prepayment Charge (or such
portion thereof as had been waived) for deposit into the Certificate Account
(not later than 1:00 p.m. Pacific time on the immediately succeeding Master
Servicer Advance Date, in the case of such Prepayment Charge) for distribution
in accordance with the terms of this Agreement.

                  (b) Upon discovery by the Master Servicer or a Responsible
Officer of the Trustee of a breach of the foregoing subsection (a), the party
discovering the breach shall give prompt written notice to the other parties.

                  (c) CHL represents and warrants to the Depositor and the
Trustee, as of the Closing Date and each Subsequent Transfer Date, that the
information in the Prepayment Charge Schedule (including the attached
prepayment charge summary) is complete and accurate in all material respects
at the dates as of which the information is furnished and each Prepayment
Charge is permissible and enforceable in accordance with its terms under
applicable state law, except as the enforceability thereof is limited due to
acceleration in connection with a foreclosure or other involuntary payment.

                  (d) Upon discovery by the Master Servicer or a Responsible
Officer of the Trustee of a breach of the foregoing clause (c) that materially
and adversely affects right of the Holders of the Class P Certificates to any
Prepayment Charge, the party discovering the breach shall give prompt written
notice to the other parties. Within 60 days of the earlier of discovery by the
Master Servicer or receipt of notice by the Master Servicer of breach, the
Master Servicer shall cure the breach in all material respects or shall pay
into the Certificate Account the amount of the Prepayment Charge that would
otherwise be due from the Mortgagor, less any amount representing such
Prepayment Charge previously collected and paid by the Master Servicer into
the Certificate Account.



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                                 ARTICLE IV.
               DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

                  Section 4.01 Advances; Remittance Reports.

                  (a) Within two Business Days after each Determination Date,
the Master Servicer shall deliver to the Trustee by facsimile or electronic
mail (or by such other means as the Master Servicer and the Trustee, as the
case may be, may agree from time to time) a Remittance Report with respect to
the related Distribution Date. The Trustee shall not be responsible to
recompute, recalculate or verify any information provided to it by the Master
Servicer.

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

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

                  (d) If the Master Servicer determines that it will be unable
to comply with its obligation to make the Advances as and when described in
paragraphs (b) and (c) immediately above, it shall use its best efforts to
give written notice thereof to the Trustee (each such notice a "Trustee
Advance Notice"; and such notice may be given by facsimile), not later than
3:00 p.m.,


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<PAGE>

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

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

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

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

                  Section 4.03 [Reserved].



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<PAGE>

                  Section 4.04 Distributions.

                  (a) Distributions of Interest Funds for Loan Group 1. On
each Distribution Date, the Interest Funds for such Distribution Date for Loan
Group 1 shall be distributed from the Distribution Account in the following
order of priority:

                           (i) from Interest Funds for Loan Group 1,
                  concurrently, to each class of Class AF Certificates, the
                  Current Interest and Interest Carry Forward Amount for each
                  such Class and such Distribution Date, pro rata, based on
                  their respective entitlements,

                           (ii) from the remaining Interest Funds for Loan
                  Group 1, sequentially:

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

                                    (b) any remainder as part of the Fixed
                           Rate Loan Group Excess Cashflow.

                  (b) Distributions of Interest Funds for Loan Group 2 and
Loan Group 3. On each Distribution Date, the Interest Funds for such
Distribution Date with respect to Loan Group 2 and Loan Group 3 shall be
distributed by the Trustee from the Distribution Account in the following
order of priority:

                           (i) concurrently:

                                    (a) from Interest Funds for Loan Group 2,
                           to the Class 2-AV-1 Certificates, the Current
                           Interest and Interest Carry Forward Amount for such
                           Class and such Distribution Date,

                                    (b) from Interest Funds for Loan Group 3,
                           concurrently to each Class of Class 3-AV
                           Certificates, the Current Interest and Interest
                           Carry Forward Amount for each such Class and such
                           Distribution Date, pro rata, based on their
                           respective entitlements,

                           (ii) from the remaining Interest Funds for Loan
                  Group 2 and Loan Group 3, concurrently, to each Class of
                  Class AV Certificates, any remaining Current Interest and
                  Interest Carry Forward Amount not paid pursuant to Section
                  4.04(b)(i), pro rata, based on the Certificate Principal
                  Balances thereof, to the extent needed to pay any Current
                  Interest and Interest Carry Forward Amount for each such
                  Class; provided that Interest Funds remaining after such
                  allocation to pay any Current Interest and Interest Carry
                  Forward Amount based on the Certificate Principal Balances
                  of the Certificates will be distributed, concurrently, to
                  each Class of Class AV Certificates with respect to which
                  there remains any unpaid Current Interest and Interest Carry
                  Forward Amount (after the distribution based on Certificate
                  Principal Balances), pro rata, based on the amount of such
                  remaining unpaid Current Interest and Interest Carry Forward
                  Amount,



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                           (iii) from the remaining Interest Funds for Loan
                  Group 2 and Loan Group 3, sequentially:

                                    (a) sequentially, to the Class MV-1, Class
                           MV-2, Class MV-3, Class MV-4, Class MV-5, Class
                           MV-6, Class MV-7, Class MV-8, Class MV-9, Class
                           MV-10 and Class BV Certificates, in that order, the
                           Current Interest for each such Class, and

                                    (b) any remainder as part of the
                           Adjustable Rate Loan Group Excess Cashflow.

                  (c) On each Distribution Date, the Principal Distribution
Amount for such Distribution Date with respect to Loan Group 1 shall be
distributed by the Trustee from the Distribution Account in the following
order of priority:

                  (1) with respect to any Distribution Date prior to the Fixed
         Rate Stepdown Date or on which a Fixed Rate Trigger Event is in
         effect, from the Principal Distribution Amount for Loan Group 1,
         sequentially:

                           (A) to the Class AF Certificates, in the order,
                  amounts and priorities set forth in clause (3) below,

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

                           (C) any remainder as part of the Fixed Rate Loan
                  Group Excess Cashflow.

                  (2) with respect to any Distribution Date on or after the
         Fixed Rate Stepdown Date and so long as a Fixed Rate Trigger Event is
         not in effect from the Principal Distribution Amount for Loan Group
         1, sequentially:

                           (A) in an amount up to the Class AF Principal
                  Distribution Amount, to the Class AF Certificates in the
                  order and priorities set forth in clause (3) below, until
                  the Certificate Principal Balances thereof are reduced to
                  zero,

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

                           (C) any remainder as part of the Fixed Rate Loan
                  Group Excess Cashflow.



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                  (3) On each Distribution Date on which any principal amounts
         are to be distributed to the Class AF Certificates pursuant to clause
         (1)(A) or clause (2)(A) above, such amounts shall be distributed to
         the Class AF Certificates in the following order of priority:

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

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

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

Notwithstanding the foregoing order of priority, on any Distribution Date on
which the aggregate Certificate Principal Balance of the Class AF Certificates
is greater than the sum of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1 and any amount on deposit in the Pre-Funding
Account in respect of Loan Group 1, any principal amounts to be distributed to
the Class AF Certificates shall be distributed first, concurrently to each
Class of Class AF Certificates, pro rata, based on the Certificate Principal
Balances thereof, in each case until the Certificate Principal Balance thereof
is reduced to zero.

                  (d) On each Distribution Date, the Principal Distribution
Amount for such Distribution Date with respect to Loan Group 2 and Loan Group
3 shall be distributed by the Trustee from the Distribution Account in the
following order of priority:

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

                           (A) concurrently:

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

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

                                    (b) to the Classes of Class 3-AV
                           Certificates (after the distribution of the
                           Principal Distribution Amount from Loan Group 3 as
                           provided in Section 4.04(d)(1)(A)(ii)(a) below), in
                           the order and priorities set forth in Section
                           4.04(d)(3) below, until the Certificate Principal
                           Balances thereof are reduced to zero;



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<PAGE>

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

                                    (a) to the Classes of Class 3-AV
                           Certificates, in the order and priorities set forth
                           in Section 4.04(d)(3) below, until the Certificate
                           Principal Balances thereof are reduced to zero; and

                                    (b) to the Class of Class 2-AV-1
                           Certificates (after the distribution of the
                           Principal Distribution Amount from Loan Group 2 as
                           provided in Section 4.04(d)(1)(A)(i)(a) above),
                           until the Certificate Principal Balance thereof is
                           reduced to zero;

                           (B) from the remaining Principal Distribution
                  Amounts for Loan Group 2 and Loan Group 3, sequentially:

                           (i) sequentially, to the Class MV-1, Class MV-2,
                  Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7,
                  Class MV-8, Class MV-9, Class MV-10 and Class BV
                  Certificates, in that order, in each case until the
                  Certificate Principal Balance thereof is reduced to zero,
                  and

                           (ii) any remainder as part of the Adjustable Rate
                  Loan Group Excess Cashflow.

                           (2) with respect to any Distribution Date on or
         after the Adjustable Rate Stepdown Date and so long as an Adjustable
         Rate Trigger Event is not in effect, from the Principal Distribution
         Amounts for Loan Group 2 and Loan Group 3, sequentially:

                           (A) in an amount up to the Class AV Principal
                  Distribution Target Amount, pro rata based on the related
                  Class AV Principal Distribution Allocation Amount for the
                  Class 2-AV-1 Certificates and the Class 3-AV Certificates,
                  respectively, concurrently, to (I) the Class 2-AV-1
                  Certificates, in an amount up to the Class 2-AV-1 Principal
                  Distribution Amount, until the Certificate Principal Balance
                  thereof is reduced to zero and (II) the Classes of Class
                  3-AV Certificates, in an amount up to the Class 3-AV
                  Principal Distribution Amount in the order and priorities
                  set forth in Section 4.04(d)(3) below, until the Certificate
                  Principal Balances thereof are reduced to zero; provided,
                  however, that if the Certificate Principal Balance of the
                  Class 2-AV-1 Certificates or the aggregate Certificate
                  Principal Balance of the Class 3-AV Certificates is reduced
                  to zero, then any remaining unpaid Class AV Principal
                  Distribution Target Amount will be distributed to the
                  remaining Class AV Certificates (and in the case of the
                  Class 3-AV Certificates, in the order and priorities set
                  forth in Section 4.04(d)(3) below), until the Certificate
                  Principal Balance(s) thereof is/are reduced to zero,

                           (B) sequentially, to the Class MV-1, Class MV-2,
                  Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7,
                  Class MV-8, Class MV-9, Class MV-10 and Class BV
                  Certificates, in that order, the Adjustable Rate Subordinate


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                  Class Principal Distribution Amount for each such Class, in
                  each case until the Certificate Principal Balance thereof is
                  reduced to zero, and

                           (C) any remainder as part of the Adjustable Rate
                  Loan Group Excess Cashflow.

                           (3) On each Distribution Date on which any
         principal amounts are to be distributed to the Class 3-AV
         Certificates, such amounts shall be distributed sequentially, to the
         Class 3-AV-1, Class 3-AV-2 and Class 3-AV-3 Certificates, in that
         order, in each case until the Certificate Principal Balance thereof
         is reduced to zero; provided, however, that on any Distribution Date
         on which (x) the aggregate Certificate Principal Balance of the Class
         AV Certificates is greater than the sum of the aggregate Stated
         Principal Balance of the Adjustable Rate Mortgage Loans and any
         remaining portion of the Group 2 Pre-Funded Amount and the Group 3
         Pre-Funded Amount and (y) the aggregate Certificate Principal Balance
         of the Class 3-AV Certificates is greater than the sum of the
         aggregate Stated Principal Balance of the Group 3 Mortgage Loans and
         any remaining portion of the Group 3 Pre-Funded Amount, any principal
         amounts to be distributed to the Class 3-AV Certificates will be
         distributed pro rata, based on the Certificate Principal Balances
         thereof, in each case until the Certificate Principal Balance thereof
         is reduced to zero.

                  (e) With respect to any Distribution Date, any Fixed Rate
Loan Group Excess Cashflow and, in the case of clause (1) below and in the
case of the payment of Unpaid Realized Loss Amounts pursuant to clause (2)
below, any amounts in the Credit Comeback Excess Account available for such
Distribution Date, shall be distributed to the Classes of Certificates in the
following order of priority, in each case first to the extent of the remaining
Credit Comeback Excess Cashflow, if applicable, and second to the extent of
the remaining Fixed Rate Loan Group Excess Cashflow:

                           (1) to the Holders of the Class or Classes of Class
         AF Certificates and Fixed Rate Subordinate Certificates then entitled
         to receive distributions in respect of principal, in an amount equal
         to the Extra Principal Distribution Amount for Loan Group 1, payable
         to such Holders as part of the Principal Distribution Amount for Loan
         Group 1 pursuant to Section 4.04(c) above; provided, however, that
         Credit Comeback Excess Cashflow (if any) shall only be distributed
         pursuant to this clause, if the Fixed Rate Overcollateralization
         Target Amount has at any previous time been met;

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

                           (3) to the Carryover Reserve Fund and from the
         Carryover Reserve Fund to each Class of Class AF Certificates and
         Fixed Rate Subordinate Certificates (in the case of the Class AF-1
         Certificates after application of AF-1 Corridor Contract to cover Net
         Rate Carryover), pro rata based on the Certificate Principal Balances
         thereof,



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<PAGE>

         to the extent needed to pay any unpaid Net Rate Carryover for each
         such Class; and then any Fixed Rate Loan Group Excess Cashflow
         remaining after such allocation to pay Net Rate Carryover based on
         the Certificate Principal Balances of the Certificates shall be
         distributed to each Class of Class AF Certificates and Fixed Rate
         Subordinate Certificates with respect to which there remains any
         unpaid Net Rate Carryover, pro rata, based on the amount of such
         unpaid Net Rate Carryover;

                           (4) to the Holders of the Class or Classes of Class
         AV Certificates and Adjustable Rate Subordinate Certificates then
         entitled to receive distributions in respect of principal, payable to
         such Holders as part of the Principal Distribution Amount as
         described under Section 4.04(d) above, in an amount equal to the
         Extra Principal Distribution Amount for Loan Group 2 and Loan Group 3
         not covered by the Adjustable Rate Loan Group Excess Cashflow
         allocated pro rata based on the Extra Principal Distribution Amount
         for Loan Group 2 and Loan Group 3 not covered by the Adjustable Rate
         Loan Group Excess Cashflow;

                           (5) sequentially, to the Holders of the Class MV-1,
         Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class
         MV-7, Class MV-8, Class MV-9, Class MV-10 and Class BV Certificates,
         in that order, in each case in an amount equal to the Unpaid Realized
         Loss Amount for such Class remaining undistributed after application
         of the Adjustable Rate Loan Group Excess Cashflow;

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

                           (7) to the Class CF Certificateholders, the Class
         CF Distributable Amount for such Distribution Date; and

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

                  (f) With respect to any Distribution Date, any Adjustable
Rate Loan Group Excess Cashflow shall be distributed to the Classes of
Certificates in the following order of priority, in each case to the extent of
remaining Adjustable Rate Loan Group Excess Cashflow:

                           (1) to the Holders of the Class or Classes of Class
         AV Certificates and Adjustable Rate Subordinate Certificates then
         entitled to receive distributions in respect of principal, in an
         aggregate amount equal to the Extra Principal Distribution Amount for
         the Adjustable Rate Loan Group, payable to such Holders of each such
         Class as part of the Principal Distribution Amount for Loan Group 2
         and Loan Group 3 pursuant to Section 4.04(d) above;

                           (2) sequentially, to the Holders of the Class MV-1,
         Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class
         MV-7, Class MV-8, Class MV-9, Class MV-10 and Class BV Certificates,
         in that order, in each case first in an amount


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<PAGE>

         equal to any Interest Carry Forward Amount for each such Class and
         then in an amount equal to the Unpaid Realized Loss Amount for each
         such Class;

                           (3) to the Carryover Reserve Fund and from the
         Carryover Reserve Fund to each Class of Class AV Certificates and
         Adjustable Rate Subordinate Certificates (in each case after
         application of amounts received under the applicable Corridor
         Contract to cover Net Rate Carryover), pro rata based on the
         Certificate Principal Balances thereof, to the extent needed to pay
         any Net Rate Carryover for each such Class remaining after
         application of amounts under the applicable Corridor Contract;
         provided that any Adjustable Rate Loan Group Excess Cashflow
         remaining after such allocation to pay Net Rate Carryover based on
         the Certificate Principal Balances of the Certificates shall be
         distributed to each Class of Class AV Certificates and Adjustable
         Rate Subordinate Certificates with respect to which there remains any
         unpaid Net Rate Carryover (after the distribution based on
         Certificate Principal Balances), pro rata, based on the amount of
         such unpaid Net Rate Carryover;

                           (4) if the Fixed Rate Overcollateralization Target
         Amount has at any previous time been met, to the Holders of the Class
         or Classes of Class AF Certificates and Fixed Rate Subordinate
         Certificates then entitled to receive distributions in respect of
         principal, payable to such Holders as part of the Principal
         Distribution Amount pursuant to Section 4.04(c) above, in an amount
         equal to the Extra Principal Distribution Amount for Loan Group 1 not
         covered by the Fixed Rate Loan Group Excess Cashflow or Credit
         Comeback Excess Cashflow;

                           (5) to the Holders of the Class MF-1, Class MF-2,
         Class MF-3, Class MF-4, Class MF-5, Class MF-6, Class MF-7, Class
         MF-8 and Class BF Certificates, in that order, in each case in an
         amount equal to the Unpaid Realized Loss Amount for the Class MF-1
         Certificates remaining undistributed after application of the Fixed
         Rate Loan Group Excess Cashflow and Credit Comeback Excess Cashflow;

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

                           (7) to the Class CV Certificateholders, the Class
         CV Distributable Amount for such Distribution Date; and

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

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

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



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<PAGE>

                           (2) in the case of any such amounts received on the
         Class 2-AV-1 Corridor Contract, concurrently to each Class of Class
         2-AV-1 Certificates, pro rata, based on the Certificate Principal
         Balances thereof, to the extent needed to pay any Net Rate Carryover
         for each such Class; and then, any amounts remaining after such
         allocation to pay Net Rate Carryover based on the Certificate
         Principal Balances of the Class 2-AV-1 Certificates shall be
         distributed to each Class of Class 2-AV-1 Certificates to the extent
         needed to pay any remaining unpaid Net Rate Carryover, pro rata,
         based on the amount of such remaining unpaid Net Rate Carryover;

                           (3) in the case of any such amounts received on the
         Class 3-AV Corridor Contract, concurrently to each Class of Class
         3-AV Certificates, pro rata, based on the Certificate Principal
         Balances thereof, to the extent needed to pay any Net Rate Carryover
         for each such Class; and then, any amounts remaining after such
         allocation to pay Net Rate Carryover based on the Certificate
         Principal Balances of the Class 3-AV Certificates shall be
         distributed to each Class of Class 3-AV Certificates to the extent
         needed to pay any remaining unpaid Net Rate Carryover, pro rata,
         based on the amount of such remaining unpaid Net Rate Carryover;

                           (4) in the case of any such amounts received on the
         Adjustable Rate Subordinate Corridor Contract, concurrently to each
         Class of Adjustable Rate Subordinate Certificates, pro rata, based on
         the Certificate Principal Balances thereof, to the extent needed to
         pay any Net Rate Carryover for each such Class; and then, any amounts
         remaining after such allocation to pay Net Rate Carryover based on
         the Certificate Principal Balances of the Adjustable Rate Subordinate
         Certificates shall be distributed to each Class of Adjustable Rate
         Subordinate Certificates to the extent needed to pay any remaining
         unpaid Net Rate Carryover, pro rata, based on the amount of such
         remaining unpaid Net Rate Carryover; and

                           (5) any remaining amounts to the Holders of the
         Class CF and Class CV Certificates as provided in Section 4.07(c).

                  (h) To the extent that a Class of Interest Bearing
Certificates receives interest in excess of the applicable Net Rate Cap, such
interest shall be deemed to have been paid to the Carryover Reserve Fund and
then paid by the Carryover Reserve Fund to those Certificateholders. For
purposes of the Code, amounts deemed deposited in the Carryover Reserve Fund
shall be deemed to have first been distributed (i) in the case of any such
amounts relating to the Class AF-1 Corridor Contract, the Class CF
Certificates, and (ii) in the case of any such amounts relating to the Class
2-AV-1 Corridor Contract, Class 3-AV Corridor Contract and Adjustable Rate
Subordinate Corridor Contract, the Class CV Certificates.

                  (i) On each Distribution Date, all Prepayment Charges
(including amounts deposited in connection with the full or partial waiver of
such Prepayment Charges pursuant to Section 3.20) with respect to Loan Group 1
shall be allocated to the Class PF Certificates. On each Distribution Date,
all Prepayment Charges (including amounts deposited in connection with the
full or partial waiver of such Prepayment Charges pursuant to Section 3.20)
with respect to Loan Group 2 and Loan Group 3 shall be allocated to the Class
PV Certificates. On the Class PF Principal Distribution Date, the Trustee
shall make the $100.00 distribution to the Class PF


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Certificates as specified in Section 3.08. On the Class PV Principal
Distribution Date, the Trustee shall make the $100.00 distribution to the
Class PV Certificates as specified in Section 3.08.

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

                  On each Distribution Date, the Trustee shall allocate any
Applied Realized Loss Amount for Loan Group 2 and Loan Group 3 to reduce the
Certificate Principal Balances of the Class BV, Class MV-10, Class MV-9, Class
MV-8, Class MV-7, Class MV-6, Class MV-5, Class MV-4, Class MV-3, Class MV-2
and Class MV-1 Certificates, sequentially, in that order, in each case until
the Certificate Principal Balance thereof is reduced to zero.

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

                  On each Distribution Date, the Trustee shall allocate the
amount of the Subsequent Recoveries for Loan Group 2 and Loan Group 3, if any,
to increase the Certificate Principal Balance of the Adjustable Rate
Subordinate Certificates to which Applied Realized Loss Amounts have been
previously allocated, sequentially, to the Class MV-1, Class MV-2, Class MV-3,
Class MV-4, Class MV-5, Class MV-6, Class MV-7, Class MV-8, Class MV-9, Class
MV-10 and Class BV Certificates, in that order, in each case by not more than
the amount of the Unpaid Realized Loss Amount of such Class.

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

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



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<PAGE>

                  On or before 5:00 p.m. Pacific time on the fifth Business
Day following each Determination Date (but in no event later than 5:00 p.m.
Pacific time on the third Business Day before the related Distribution Date),
the Master Servicer shall deliver a report to the Trustee (in the form of a
computer readable magnetic tape or by such other means as the Master Servicer
and the Trustee may agree from time to time) containing such data and
information as agreed to by the Master Servicer and the Trustee (including,
without limitation, the actual mortgage rate for each Credit Comeback Loan)
such as to permit the Trustee to prepare the Monthly Statement to
Certificateholders and make the required distributions for the related
Distribution Date (the "Remittance Report"). The Trustee shall not be
responsible to recompute, recalculate or verify information provided to it by
the Master Servicer and shall be permitted to conclusively rely on any
information provided to it by the Master Servicer.

                  Section 4.05 Monthly Statements to Certificateholders.

                  (a) Not later than each Distribution Date, the Trustee shall
prepare and cause to be forwarded by first class mail to each Holder of a
Class of Certificates of the Trust Fund, the Master Servicer, each Seller and
the Depositor a statement setting forth for the Certificates:

                           (1) the amount of the related distribution to
         Holders of each Class allocable to principal, separately identifying
         (A) the aggregate amount of any Principal Prepayments included
         therein and (B) the aggregate of all scheduled payments of principal
         included therein;

                           (2) the amount of such distribution to Holders of
         each Class allocable to interest;

                           (3) any Interest Carry Forward Amount for each
         Class;

                           (4) the Certificate Principal Balance of each Class
         after giving effect (i) to all distributions allocable to principal
         on such Distribution Date, (ii) the allocation of any Applied
         Realized Loss Amounts for such Distribution Date and (iii) the
         allocation of any Subsequent Recoveries for such Distribution Date;

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

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

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

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

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



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                           (10) the number and aggregate principal amounts of
         Mortgage Loans in each Loan Group: (A) Delinquent (exclusive of
         Mortgage Loans in foreclosure) (1) 30 to 59 days, (2) 60 to 89 days
         and (3) 90 or more days, and (B) in foreclosure and Delinquent (1) 30
         to 59 days, (2) 60 to 89 days and (3) 90 or more days, in each case
         as of the close of business on the last day of the calendar month
         preceding such Distribution Date;

                           (11) with respect to any Mortgage Loan that became
         an REO Property during the preceding calendar month in each Loan
         Group, the loan number and Stated Principal Balance of such Mortgage
         Loan and the date of acquisition thereof;

                           (12) the total number and Stated Principal Balance
         of any Mortgage Loans converted to REO Properties in each Loan Group
         as of the close of business on the Determination Date preceding such
         Distribution Date;

                           (13) the aggregate Stated Principal Balance of all
         Liquidated Mortgage Loans;

                           (14) with respect to any Liquidated Mortgage Loan
         in each Loan Group, the loan number and Stated Principal Balance
         relating thereto;

                           (15) whether a Fixed Rate Trigger Event or, an
         Adjustable Rate Trigger Event is in effect;

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

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

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

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

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

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



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<PAGE>

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

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

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

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

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

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

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

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

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



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

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

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

                  Section 4.06 [Reserved].

                  Section 4.07 Carryover Reserve Fund.

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

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

                  (c) Any amounts received in respect of the Class AF-1
Corridor Contract, Class 2-AV-1 Corridor Contract, Class 3-AV Corridor
Contract and Adjustable Rate Subordinate Corridor Contract with respect to a
Distribution Date and remaining after the distributions required pursuant to
Section 4.04(g) shall be distributed (i) in the case of any such amounts
relating to the Class AF-1 Corridor Contract, to the Class CF Certificates,
and (ii) in the case of any such amounts relating to the Class 2-AV-1 Corridor
Contract, Class 3-AV Corridor Contract and Adjustable Rate Subordinate
Corridor Contract, to the Class CV Certificates; provided, however, that if
the Class AF-1 Corridor Contract, Class 2-AV-1 Corridor Contract, Class 3-AV
Corridor Contract or Adjustable Rate Subordinate Corridor Contract is subject
to early termination, early termination payments received in respect of such
Corridor Contract shall be deposited by the Trustee in the Carryover Reserve
Fund and withdrawn from the Carryover Reserve Fund to pay any Net Rate
Carryover for the applicable Classes of Certificates as provided in Section
4.04(g) on the Distribution Dates following such termination to and including
the applicable Corridor Contract Termination Date, but such early termination
payments shall not be available for distribution to the Class C Certificates
on future Distribution Dates until the applicable Corridor Contract
Termination Date.

                  (d) (1) Funds in the Carryover Reserve Fund in respect of
amounts received under the Class AF-1 Corridor Contract may be invested in
Permitted Investments at the written direction of the Majority Holder of the
Class CF Certificates (voting as a single Class), which Permitted Investments
shall mature not later than the Business Day immediately preceding the first
Distribution Date that follows the date of such investment (except that if
such Permitted


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Investment is an obligation of the institution that maintains the Carryover
Reserve Fund, then such Permitted Investment shall mature not later than such
Distribution Date) and shall not be sold or disposed of prior to maturity. All
such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. In the absence of such written direction,
all funds in the Carryover Reserve Fund in respect of amounts received under
the Class AF-1 Corridor Contract shall be invested by the Trustee in The Bank
of New York cash reserves. Any net investment earnings on such amounts shall
be payable pro rata to the Holders of the Class CF Certificates in accordance
with their Percentage Interests. Any losses incurred in the Carryover Reserve
Fund in respect of any such investments shall be charged against amounts on
deposit in the Carryover Reserve Fund (or such investments) immediately as
realized.

                           (2) Funds in the Carryover Reserve Fund in respect
         of amounts received under the Class 2-AV-1 Corridor Contract, Class
         3-AV Corridor Contract and Adjustable Rate Subordinate Corridor
         Contract may be invested in Permitted Investments at the written
         direction of the Majority Holder of the Class CV Certificates (voting
         as a single Class), which Permitted Investments shall mature not
         later than the Business Day immediately preceding the first
         Distribution Date that follows the date of such investment (except
         that if such Permitted Investment is an obligation of the institution
         that maintains the Carryover Reserve Fund, then such Permitted
         Investment shall mature not later than such Distribution Date) and
         shall not be sold or disposed of prior to maturity. All such
         Permitted Investments shall be made in the name of the Trustee, for
         the benefit of the Certificateholders. In the absence of such written
         direction, all funds in the Carryover Reserve Fund in respect of
         amounts received under the Class 2-AV-1 Corridor Contract, Class 3-AV
         Corridor Contract and Adjustable Rate Subordinate Corridor Contract
         shall be invested by the Trustee in The Bank of New York cash
         reserves. Any net investment earnings on such amounts shall be
         payable pro rata to the Holders of the Class CV Certificates in
         accordance with their Percentage Interests. Any losses incurred in
         the Carryover Reserve Fund in respect of any such investments shall
         be charged against amounts on deposit in the Carryover Reserve Fund
         (or such investments) immediately as realized.

                           (3) The Trustee shall not be liable for the amount
         of any loss incurred in respect of any investment or lack of
         investment of funds held in the Carryover Reserve Fund and made in
         accordance with this Section 4.07. The Carryover Reserve Fund shall
         not constitute an asset of any REMIC created hereunder. The Class C
         Certificates shall evidence ownership of the Carryover Reserve Fund
         for federal tax purposes.

                  Section 4.08 Credit Comeback Excess Account.

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

                  (b) On each Distribution Date, the Trustee shall deposit all
Credit Comeback Excess Amounts in the Credit Comeback Excess Account. The
Trustee shall make withdrawals


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from the Credit Comeback Excess Account to make distributions as and to the
extent required by Section 4.04.

                  (c) Funds in the Credit Comeback Excess Account may be
invested in Permitted Investments at the written direction of the Majority
Holder of the Class CF Certificates (voting as a single Class), which
Permitted Investments shall mature not later than the Business Day immediately
preceding the first Distribution Date that follows the date of such investment
(except that if such Permitted Investment is an obligation of the institution
that maintains the Credit Comeback Excess Account, then such Permitted
Investment shall mature not later than such Distribution Date) and shall not
be sold or disposed of prior to maturity. All such Permitted Investments shall
be made in the name of the Trustee, for the benefit of the Certificateholders.
In the absence of such written direction, all funds in the Credit Comeback
Excess Account shall be invested by the Trustee in The Bank of New York cash
reserves. Any net investment earnings on such amounts shall be payable pro
rata to the Holders of the Class CF Certificates in accordance with their
Percentage Interests. Any losses incurred in the Credit Comeback Excess
Account in respect of any such investments shall be charged against amounts on
deposit in the Credit Comeback Excess Account (or such investments)
immediately as realized.

                  (d) The Trustee shall not be liable for the amount of any
loss incurred in respect of any investment or lack of investment of funds held
in the Credit Comeback Excess Account and made in accordance with this Section
4.08. The Credit Comeback Excess Account shall not constitute an asset of any
REMIC created hereunder. The Class CF Certificates shall evidence ownership of
the Credit Comeback Excess Account for federal tax purposes.

                                  ARTICLE V.
                               THE CERTIFICATES

                  Section 5.01 The Certificates.

                  The Certificates shall be substantially in the forms
attached hereto as Exhibits A-1 through A-31, Exhibit B, Exhibit C, Exhibit D
and Exhibit E. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof and
aggregate dollar denominations as set forth in the following table:

                   Minimum        Integral Multiples in  Original Certificate
   Class        Denomination        Excess of Minimum      Principal Balance
------------------------------------------------------------------------------
    AF-1           $20,000                $1,000               $81,794,000
    AF-2           $20,000                $1,000               $15,915,000
    AF-3           $20,000                $1,000               $50,357,000
    AF-4           $20,000                $1,000               $14,691,000
    AF-5           $20,000                $1,000               $21,744,000
    AF-6           $20,000                $1,000               $25,000,000
    MF-1           $20,000                $1,000               $7,250,000
    MF-2           $20,000                $1,000               $6,625,000
    MF-3           $20,000                $1,000               $4,125,000
    MF-4           $20,000                $1,000               $3,625,000
    MF-5           $20,000                $1,000               $3,250,000



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                   Minimum        Integral Multiples in  Original Certificate
   Class        Denomination        Excess of Minimum      Principal Balance
------------------------------------------------------------------------------
    MF-6           $20,000                $1,000               $3,125,000
    MF-7           $20,000                $1,000               $2,750,000
    MF-8           $20,000                $1,000               $2,375,000
     BF            $20,000                $1,000               $2,500,000
   2-AV-1          $20,000                $1,000              $273,131,000
   3-AV-1          $20,000                $1,000               $43,518,000
   3-AV-2          $20,000                $1,000               $37,822,000
   3-AV-3          $20,000                $1,000               $3,529,000
    MV-1           $20,000                $1,000               $26,750,000
    MV-2           $20,000                $1,000               $26,250,000
    MV-3           $20,000                $1,000               $9,000,000
    MV-4           $20,000                $1,000               $10,500,000
    MV-5           $20,000                $1,000               $9,500,000
    MV-6           $20,000                $1,000               $6,250,000
    MV-7           $20,000                $1,000               $8,500,000
    MV-8           $20,000                $1,000               $6,000,000
    MV-9           $20,000                $1,000               $7,750,000
   MV-10           $20,000                $1,000               $8,250,000
     BV            $20,000                $1,000               $5,000,000
    A-R           $99.95(1)                 N/A                   $100
     CF              N/A                    N/A                    N/A
     CV              N/A                    N/A                    N/A
     PF              N/A                    N/A                   $100
     PV              N/A                    N/A                   $100

(1)      The Tax Matters Person Certificate may be issued in a denomination of
         $0.05.

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

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



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<PAGE>

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

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

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

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

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

                  (b) No Transfer of a Private Certificate shall be made
unless such Transfer is made pursuant to an effective registration statement
under the Securities Act and any applicable state securities laws or is exempt
from the registration requirements under the Securities Act and such state
securities laws. In the event that a transfer is to be made in reliance upon
an exemption from the Securities Act and such state securities laws, in order
to assure compliance with the Securities Act and such state securities laws,
the Certificateholder desiring to effect such Transfer and such
Certificateholder's prospective transferee shall (except in connection with
any transfer of a Private Certificate to an affiliate of the Depositor (either
directly or through a nominee) on or about the Closing Date) each certify to
the Trustee in writing the facts surrounding the Transfer in substantially the
forms set forth in Exhibit J-2 and, in the case of a Class A-R Certificate,
Exhibit J-1 (the "Transferor Certificate") and (i) deliver a letter in
substantially the form of Exhibit L (the "Rule 144A Letter") or (ii) there
shall be delivered to the Trustee at the expense of the Certificateholder
desiring to effect such transfer an Opinion of Counsel that such Transfer may
be made pursuant to an exemption from the Securities Act; provided, however,
that in the case of the delivery of an Investment Letter in connection with
the transfer of any Class C or Class P Certificate to a transferee that is
formed with the purpose of issuing notes backed by such Class C or Class P
Certificate, as the case may be, clause (b) and (c) of the form of Investment
Letter shall not be applicable and shall be deleted by such


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<PAGE>

transferee. The Depositor shall provide to any Holder of a Private Certificate
and any prospective transferee designated by any such Holder, information
regarding the related Certificates and the Mortgage Loans and such other
information as shall be necessary to satisfy the condition to eligibility set
forth in Rule 144A(d)(4) for transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Trustee and the Master Servicer shall
cooperate with the Depositor in providing the Rule 144A information referenced
in the preceding sentence, including providing to the Depositor such
information regarding the Certificates, the Mortgage Loans and other matters
regarding the Trust Fund as the Depositor shall reasonably request to meet its
obligation under the preceding sentence. Each Holder of a Private Certificate
desiring to effect such Transfer shall, and does hereby agree to, indemnify
the Trustee, the Depositor, the Trust Fund, each Seller, the Master Servicer
and the NIM Insurer against any liability that may result if the Transfer is
not so exempt or is not made in accordance with such federal and state laws.

                  No Transfer of an ERISA-Restricted Certificate (other than a
transfer of an ERISA-Restricted Certificate to an affiliate of the Depositor
(either directly or through a nominee) on or about the Closing Date) shall be
made unless the Trustee shall have received either (i) a representation from
the transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
K or Exhibit L, or in the event such Certificate is a Residual Certificate,
such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
I), to the effect that (x) such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA or a plan or arrangement subject
to Section 4975 of the Code, or a Person acting on behalf of any such plan or
arrangement or using the assets of any such plan or arrangement, or (y) in the
case of an ERISA-Restricted Certificate that has been the subject of an
ERISA-Qualifying Underwriting, a representation that the transferee is an
insurance company which is purchasing such Certificate with funds contained in
an "insurance company general account" (as such term is defined in section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that
the purchase and holding of such Certificate satisfy the requirements for
exemptive relief under Sections I and III of PTCE 95-60 or (ii) in the case of
any ERISA-Restricted Certificate presented for registration in the name of an
employee benefit plan or arrangement subject to ERISA, or a plan or
arrangement subject to Section 4975 of the Code (or comparable provisions of
any subsequent enactments), or a trustee of any such plan or arrangement or
any other person acting on behalf of any such plan or arrangement, an Opinion
of Counsel satisfactory to the Trustee, addressed to the Trustee and the
Master Servicer, to the effect that the purchase or holding of such
ERISA-Restricted Certificate will not result in a non-exempt prohibited
transaction under ERISA or the Code and will not subject the Trustee or the
Master Servicer to any obligation in addition to those expressly undertaken in
this Agreement, which Opinion of Counsel shall not be an expense of the
Trustee, the Master Servicer, or the Trust Fund. For purposes of the preceding
sentence, one of such representations, as appropriate, shall be deemed to have
been made to the Trustee by the transferee's acceptance of an ERISA-Restricted
Certificate (or the acceptance by a Certificate Owner of the beneficial
interest in any such Class of ERISA-Restricted Certificates) unless the
Trustee shall have received from the transferee an Opinion of Counsel as
described in clause (ii) or a representation letter acceptable in form and
substance to the Trustee. Notwithstanding anything else to the contrary
herein, any purported


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<PAGE>

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

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

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

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

                           (3) Each Person holding or acquiring any Ownership
         Interest in a Class A-R Certificate shall agree (A) to obtain a
         Transfer Affidavit from any other Person to whom such Person attempts
         to Transfer its Ownership Interest in a Class A-R Certificate, (B) to
         obtain a Transfer Affidavit from any Person for whom such Person is
         acting as 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


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<PAGE>

         Person, if it has actual knowledge that such Person is not a
         Permitted Transferee or that such Transfer Affidavit is false.

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

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

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

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



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                  Section 5.03 Mutilated, Destroyed, Lost or Stolen
                               Certificates.

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

                  Section 5.04 Persons Deemed Owners.

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

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

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



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                  Section 5.06 Book-Entry Certificates.

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

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

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

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

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

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

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

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

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



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                  Section 5.07 Notices to Depository.

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

                  Section 5.08 Definitive Certificates.

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

                  Section 5.09 Maintenance of Office or Agency.

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



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

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

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

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

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

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

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

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


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

                  Section 6.04 Limitation on Resignation of Master Servicer.

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

                  Section 6.05 Errors and Omissions Insurance; Fidelity Bonds.

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


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

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

                                 ARTICLE VII.
                    DEFAULT; TERMINATION OF MASTER SERVICER

                  Section 7.01 Events of Default.

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

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

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

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



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

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

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

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

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



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                  Section 7.02 Trustee to Act; Appointment of Successor.

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


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

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

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

                  Section 7.03 Notification to Certificateholders.

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

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

                                ARTICLE VIII.
                            CONCERNING THE TRUSTEE

                  Section 8.01 Duties of Trustee.

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



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                  The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee that are specifically required to be furnished
pursuant to any provision of this Agreement shall examine them to determine
whether they conform to the requirements of this Agreement, to the extent
provided in this Agreement. If any such instrument is found not to conform to
the requirements of this Agreement in a material manner, the Trustee shall
take action as it deems appropriate to have the instrument corrected.

                  No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own grossly negligent action, its own gross
negligent failure to act or its own misconduct, its grossly negligent failure
to perform its obligations in compliance with this Agreement, or any liability
that would be imposed by reason of its willful misfeasance or bad faith;
provided that:

                           (1) prior to the occurrence of an Event of Default,
         and after the curing of all such Events of Default that may have
         occurred, the duties and obligations of the Trustee shall be
         determined solely by the express provisions of this Agreement, the
         Trustee shall not be liable, individually or as Trustee, except for
         the performance of such duties and obligations as are specifically
         set forth in this Agreement, no implied covenants or obligations
         shall be read into this Agreement against the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates
         or opinions furnished to the Trustee and conforming to the
         requirements of this Agreement that it reasonably believed in good
         faith to be genuine and to have been duly executed by the proper
         authorities respecting any matters arising hereunder;

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

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

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



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                  Section 8.02 Certain Matters Affecting the Trustee.

                  (a) Except as otherwise provided in Section 8.01:

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

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

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

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

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

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

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

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



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

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

                  Section 8.03 Trustee Not Liable for Mortgage Loans.

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

                  Section 8.04 Trustee May Own Certificates.

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

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

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


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

                  Section 8.06 Eligibility Requirements for Trustee.

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

                  Section 8.07 Resignation and Removal of Trustee.

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

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


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

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

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

                  Section 8.08 Successor Trustee.

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

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

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



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                  Section 8.09 Merger or Consolidation of Trustee.

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

                  Section 8.10 Appointment of Co-Trustee or Separate Trustee.

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

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

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



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

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

                  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article VIII. Each separate trustee and co-trustee
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee and a copy thereof given to the Master Servicer and the Depositor.
\
                  Any separate trustee or co-trustee may, at any time,
constitute the Trustee its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.

                  Section 8.11 Tax Matters.

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


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

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



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

                  The Trustee shall treat the Carryover Reserve Fund as an
outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h)
that is owned by the Holders of the Class C Certificates, and that is not an
asset of any REMIC created hereunder. The Trustee shall treat the rights of
the Holders of each Class of Certificates (other than the Class P and Class
A-R Certificates) to receive payments from the Carryover Reserve Fund as
rights in an interest rate corridor contract written by: (i) the Corridor
Contract Counterparty in respect of any Net Rate Carryover funded by any
Corridor Contract and in respect of any residual payments from such Corridor
Contract received by the Class CF or Class CV Certificates, as the case may
be, and (ii) the Holders of the Class CF and Class CV Certificates in respect
of (a) any monies distributed pursuant to Sections 4.04(e)(3) and 4.04(f)(4)
herein, in favor of the other Certificateholders. Thus, the Class AF-1, Class
2-AV-1 and Class 3-AV Certificates and the Adjustable Rate Subordinate
Certificates, shall be treated as representing ownership of not only an Master
REMIC regular interest, but also ownership of an interest in an interest rate
corridor contract. For purposes of determining the issue price of the Master
REMIC regular interests, the Trustee shall assume that the Class AF-1 Corridor
Contract, the Class 2-AV-1 Corridor Contract, the Class 3-AV Corridor Contract
and the Adjustable Rate Subordinate Corridor Contract have values of $3,225,
$76,605, $28,800 and $181,375, respectively. The Trustee shall treat the
entitlement to Credit Comeback Excess Amounts as owned by the Holders of the
Class CF Certificates and not as an asset of, or interest in, any REMIC created
hereunder. Further, the Trustee shall treat any payments of Credit Comeback
Excess Amounts to Persons other than the Holders of the Class CF Certificates
as payments made by the Holders of the Class CF Certificates pursuant to a
credit enhancement contract under Treasury Regulation 1.860G-2(c). The Trustee
shall treat the rights of the Holders of each Class of Interest-Bearing
Certificates to receive distributions of interest at a per annum rate in
excess of the applicable net rate cap specified in footnote 1 to the


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table specifying the class designation, interest rate, and principal amount
for each class of Master REMIC Interest in the Preliminary Statement but not
in excess of the applicable Net Rate Cap as rights in an interest rate
corridor contract written by the Class C Certificates. In addition, the
Trustee shall treat any amount payable to a Class C Certificate with respect
to an R-3-X Interest as deposited into the Carryover Reserve Fund.

                  Section 8.12 [RESERVED].

                  Section 8.13 Access to Records of the Trustee.

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

                  Section 8.14 Suits for Enforcement.

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

                                  ARTICLE IX.
                                  TERMINATION

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

                  Subject to Section 9.03, the Trust Fund shall terminate and
the obligations and responsibilities of the Depositor, the Master Servicer,
the Sellers and the Trustee created hereby shall terminate upon the earlier of
(a) the purchase by the Master Servicer or NIM Insurer (the party exercising
such purchase option, the "Terminator") of all of the Mortgage Loans (and REO
Properties) remaining in the Trust Fund at the price equal to the sum of (i)
100% of the Stated Principal Balance of each Mortgage Loan in the Trust Fund
(other than in respect of an REO


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Property), (ii) accrued interest thereon at the applicable Mortgage Rate (or,
if such repurchase is effected by the Master Servicer, at the applicable Net
Mortgage Rate, (iii) the appraised value of any REO Property in the Trust Fund
(up to the Stated Principal Balance of the related Mortgage Loan), such
appraisal to be conducted by an appraiser mutually agreed upon by the
Terminator and the Trustee, (iv) any remaining unpaid costs and damages
incurred by the Trust Fund that arises out of an actual violation of any
predatory or abusive lending law or regulation and (v) plus, if the Terminator
is the NIM Insurer, any unreimbursed Servicing Advances, and the principal
portion of any unreimbursed Advances, made on the Mortgage Loans prior to the
exercise of such repurchase and (b) the later of (i) the maturity or other
liquidation (or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all REO Property and (ii)
the distribution to related Certificateholders of all amounts required to be
distributed to them pursuant to this Agreement, as applicable. In no event
shall the trusts created hereby continue beyond the earlier of (i) the
expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of
St. James's, living on the date hereof and (ii) the Latest Possible Maturity
Date.

                  The right to purchase all Mortgage Loans and REO Properties
by the Terminator pursuant to clause (a) of the immediately preceding
paragraph shall be conditioned upon (1) the Stated Principal Balance of the
Mortgage Loans, at the time of any such repurchase, aggregating ten percent
(10%) or less of the sum of the aggregate Cut-off Date Principal Balance of
the Initial Mortgage Loans and the Pre-Funded Amount and (2) unless the NIM
Insurer otherwise consents, the purchase price for such Mortgage Loans and REO
Properties shall result in a final distribution on any NIM Insurer guaranteed
notes that is sufficient (x) to pay such notes in full and (y) to pay any
amounts due and payable to the NIM Insurer pursuant to the indenture related
to such notes.

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

                  Section 9.02 Final Distribution on the Certificates.

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



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                  Notice of any termination, specifying the Distribution Date
on which related Certificateholders may surrender their Certificates for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee by letter to related Certificateholders mailed not earlier than
the 10th day and no later than the 15th day of the month immediately preceding
the month of such final distribution. Any such notice shall specify (a) the
Distribution Date upon which final distribution on related Certificates will
be made upon presentation and surrender of such Certificates at the office
therein designated, (b) the amount of such final distribution, (c) the
location of the office or agency at which such presentation and surrender must
be made, and (d) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of such Certificates at the office therein
specified. The Terminator will give such notice to each Rating Agency at the
time such notice is given to the affected Certificateholders.

                  In the event such notice is given, the Master Servicer shall
cause all funds in the Certificate Account to be remitted to the Trustee for
deposit in the Distribution Account on the Business Day prior to the
applicable Distribution Date in an amount equal to the final distribution in
respect of the Certificates. Upon such final deposit and the receipt by the
Trustee of a Request for File Release therefore, the Trustee shall promptly
release to the Master Servicer the Mortgage Files for the Mortgage Loans.

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

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

                  Section 9.03 Additional Termination Requirements.

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


                                     159
<PAGE>

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

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

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

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

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

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

                                  ARTICLE X.

                           MISCELLANEOUS PROVISIONS

                  Section 10.01 Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Sellers and the Trustee with the consent
of the NIM Insurer, without the consent of any of the Certificateholders (i)
to cure any ambiguity, (ii) to correct or supplement any provisions herein,
(iii) to conform this Agreement to the Prospectus Supplement or the
Prospectus, (iv) to modify, alter, amend, add to or rescind any of the terms
or provisions


                                     160
<PAGE>

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

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

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

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


                                     161
<PAGE>

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

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

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

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

                  Section 10.02 Recordation of Agreement; Counterparts.

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

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

                  Section 10.03 Governing Law.

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



                                     162
<PAGE>

                  Section 10.04 Intention of Parties.

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

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

                  Section 10.05 Notices.

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

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

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

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

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

                           (5) The final payment to Certificateholders.

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

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



                                     163
<PAGE>

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

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

                  (c) All directions, demands and notices hereunder shall be
in writing and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the
Depositor, CWABS, Inc., 4500 Park Granada, Calabasas, California 91302,
facsimile number: (818) 225-4053, Attention: David A. Spector, or such other
address as may be hereafter furnished to the Sellers, the Master Servicer and
the Trustee by the Depositor in writing; (ii) in the case of CHL, Countrywide
Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile
number (818) 225-4053, Attention: David A. Spector, or such other address as
may be hereafter furnished to the Depositor, the Master Servicer and the
Trustee by the Sellers in writing; (iii) in the case of Park Monaco, Park
Monaco Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number
(818) 225-4028, Attention: Paul Liu, or such other address as may be hereafter
furnished to the Depositor, the Master Servicer and the Trustee by the Sellers
in writing; (iv) in the case of Park Sienna, Park Sienna LLC, 4500 Park
Granada, Calabasas, California 91302, facsimile number (818) 225-4028,
Attention: Paul Liu, or such other address as may be hereafter furnished to
the Depositor, the Master Servicer and the Trustee by the Sellers in writing;
(v) in the case of the Master Servicer, Countrywide Home Loans Servicing LP,
7105 Corporate Drive, Plano, Texas 75024, facsimile number (805) 520-5623,
Attention: Mark Wong or such other address as may be hereafter furnished to
the Depositor, the Sellers and the Trustee by the Master Servicer in writing;
(vi) in the case of the Trustee, The Bank of New York, 101 Barclay Street, New
York, New York 10286, Attention: Corporate Trust MBS Administration, CWABS,
Series 2005-10, or such other address as the Trustee may hereafter furnish to
the parties hereto; and (vii) in the case of the Rating Agencies, (x) Moody's
Investors Service, Inc., Attention: ABS Monitoring Department, 99 Church
Street, Sixth Floor, New York, New York 10007, and (y) Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Attention: Mortgage
Surveillance Group, 55 Water Street, 41st Floor, New York, New York 10041.
Notices to Certificateholders shall be deemed given when mailed, first postage
prepaid, to their respective addresses appearing in the Certificate Register.

                  Section 10.06 Severability of Provisions.

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

                  Section 10.07 Assignment.

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



                                     164
<PAGE>

                  Section 10.08 Limitation on Rights of Certificateholders.

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

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

                  No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, the Holders of Certificates evidencing not less than
25% of the Voting Rights shall also have made written request to the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as
it may require against the costs, expenses, and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and
intended, and being expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue or by
availing itself or themselves of any provisions of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority over or preference to
any other such Holder or to enforce any right under this Agreement, except in
the manner herein provided and for the common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this Section 10.08, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

                  Section 10.09 Inspection and Audit Rights.

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


                                     165
<PAGE>

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

                  Section 10.10 Certificates Nonassessable and Fully Paid.

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

                  Section 10.11 Rights of NIM Insurer.

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

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

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

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

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

                           (2) CHL and the Trustee have received reasonable
         assurances that the NIM Insurer will be able to satisfy its
         obligations under its guaranty of notes backed or secured by the
         Class C or Class P Certificates.

                  (c) The NIM Insurer is a third party beneficiary of this
Agreement to the same extent as if it were a party to this Agreement and may
enforce any of those rights under this Agreement.

                  (d) A copy of any documents of any nature required by this
Agreement to be delivered by the Trustee, or to the Trustee or the Rating
Agencies, shall in each case at the same time also be delivered to the NIM
Insurer. Any notices required to be given by the Trustee, or to the Trustee or
the Rating Agencies, shall in each case at the same time also be given to the
NIM Insurer. If the Trustee receives a notice or document that is required
hereunder to be delivered to the NIM Insurer, and if such notice or document
does not indicate that a copy thereof has been previously sent to the NIM
Insurer, the Trustee shall send the NIM Insurer a copy of such notice


                                     166
<PAGE>

or document. If such document is an Opinion of Counsel, the NIM Insurer shall
be an addressee thereof or such Opinion of Counsel shall contain language
permitting the NIM Insurer to rely thereon as if the NIM Insurer were an
addressee thereof.

                  (e) Anything in this Agreement that is conditioned on not
resulting in the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies shall also be conditioned on not resulting
in the downgrading or withdrawal of the ratings then assigned by the Rating
Agencies to the notes backed or secured by the Class C or Class P Certificates
(without giving effect to any policy or guaranty provided by the NIM Insurer).



                                     167
<PAGE>

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

                              CWABS, INC.,
                                     as Depositor


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


                              COUNTRYWIDE HOME LOANS, INC.,
                                     as a Seller


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


                              PARK MONACO INC.,
                                     as a Seller


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




                              PARK SIENNA LLC,
                                     as a Seller


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





<PAGE>





                              COUNTRYWIDE HOME LOANS SERVICING LP,
                                     as Master Servicer

                              By:  COUNTRYWIDE GP, INC.


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


                              THE BANK OF NEW YORK,
                              as Trustee


                              By:    /s/ AnnMarie Cassano
                                   --------------------------------------------
                                     Name:     AnnMarie Cassano
                                     Title:    Assistant Treasurer


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




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



<PAGE>



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

                  On this 20th day of September, 2005, before me, a notary
public in and for said State, appeared Leon Daniels, Jr., personally known to
me on the basis of satisfactory evidence to be a Senior Vice President of
Countrywide Home Loans, Inc., one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such corporation and acknowledged to me that such corporation executed the
within instrument.

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

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


[Notarial Seal]







<PAGE>




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

                  On this 20th day of September, 2005, before me, a notary
public in and for said State, appeared Leon Daniels, Jr., personally known to
me on the basis of satisfactory evidence to be a Vice President of Countrywide
GP, Inc., the parent company of Countrywide Home Loans Servicing LP, one of
the organizations that executed the within instrument, and also known to me to
be the person who executed it on behalf of such limited partnership and
acknowledged to me that such limited partnership executed the within
instrument.

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

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


[Notarial Seal]







<PAGE>




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

                  On this 20th day of September, 2005, before me, a notary
public in and for said State, appeared Leon Daniels, Jr., personally known to
me on the basis of satisfactory evidence to be a Vice President of CWABS,
Inc., one of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

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

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


[Notarial Seal]







<PAGE>






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

                  On this 20th day of September, 2005, before me, a notary
public in and for said State, appeared Leon Daniels, Jr., personally known to
me on the basis of satisfactory evidence to be a Vice President of Park Monaco
Inc., one of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

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

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


[Notarial Seal]





<PAGE>






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

                  On this 20th day of September, 2005, before me, a notary
public in and for said State, appeared Leon Daniels, Jr., personally known to
me on the basis of satisfactory evidence to be a Vice President of Park Sienna
LLC, one of the entities that executed the within instrument, and also known
to me to be the person who executed it on behalf of such entity and
acknowledged to me that such entity executed the within instrument.

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

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


[Notarial Seal]





<PAGE>



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

                  On this 20th day of September, 2005 before me, a notary
public in and for said State, appeared AnnMarie Cassano, personally known to
me on the basis of satisfactory evidence to be a Assistant Treasurer of The
Bank of New York, a New York banking corporation that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such corporation, and acknowledged to me that such corporation executed the
within instrument.

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

                                                    /s/ Philip A. Tracy
                                        ----------------------------------------
                                                    Notary Public


[Notarial Seal]





<PAGE>




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

                  On this 20th day of September, 2005 before me, a notary
public in and for said State, appeared Paul Connolly, personally known to me
on the basis of satisfactory evidence to be a Vice President of The Bank of
New York, a New York banking corporation that executed the within instrument,
and also known to me to be the person who executed it on behalf of such
corporation, and acknowledged to me that such corporation executed the within
instrument.

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

                                                    /s/ Philip A. Tracy
                                        ----------------------------------------
                                                    Notary Public


[Notarial Seal]






<PAGE>


                                                                  Exhibits A-1
                                                                  through A-31

                        [Exhibits A-1 through A-31 are
                photocopies of such Certificates as delivered.]

               [See appropriate documents delivered at closing.]












                                      A-1


<PAGE>


                                                                     Exhibit B

                  Exhibit B-1 and Exhibit B-2 are photocopies
                   of the Class PF and Class PV Certificates
                                 as delivered.

               [See appropriate documents delivered at closing.]














                                      B-1


<PAGE>


                                                                     Exhibit C

                  Exhibit C-1 and Exhibit C-2 are photocopies
                   of the Class CF and Class CV Certificates
                                 as delivered.


               [See appropriate documents delivered at closing.]





                                      C-1



<PAGE>


                                                                     Exhibit D

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


               [See appropriate documents delivered at closing.]





                                      D-1



<PAGE>


                                                                     Exhibit E

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

              [See appropriate documents delivered at closing.]





                                      E-1



<PAGE>


                                                           Exhibit F-1 and F-2

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

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





                                      F-1



<PAGE>


                                  EXHIBIT G-1

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE


                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]




                  Re:      CWABS Asset-Backed Certificates, Series 2005-10
                           -----------------------------------------------

Gentlemen:

                  In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of September 1, 2005 (the "Pooling and Servicing
Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as
a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
Countrywide Home Loans Servicing LP, as Master Servicer, the undersigned, as
Trustee, the undersigned, as Trustee, hereby certifies that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed in the attached list of exceptions) the Trustee
has received:

                  (i) the original Mortgage Note, endorsed by manual or
facsimile signature in blank in the following form: "Pay to the order of
______________, without recourse", or, if the original Mortgage Note has been
lost or destroyed and not replaced, an original lost note affidavit, stating
that the original Mortgage Note was lost or destroyed, together with a copy of
the related Mortgage Note; and

                  (ii) a duly executed assignment of the Mortgage in the form
permitted by Section 2.01 of the Pooling and Servicing Agreement.

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

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


                                     G-1-1



<PAGE>



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

                                   The Bank of New York,
                                          as Trustee



                                   By: _________________________________________
                                       Name:
                                       Title:



                                     G-1-2


<PAGE>



                                  EXHIBIT G-2

                   FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]



                  Re:      CWABS Asset-Backed Certificates, Series 2005-10
                           -----------------------------------------------

Gentlemen:

                  In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of September 1, 2005 (the "Pooling and Servicing
Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as
a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
Countrywide Home Loans Servicing LP, as Master Servicer, the undersigned, as
Trustee, hereby certifies that[, with respect to the Subsequent Mortgage Loans
delivered in connection with the Subsequent Transfer Agreement, dated as of
__________, 2005 (the "Subsequent Transfer Agreement") among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller and The Bank of New York, as Trustee],
except as listed in the following paragraph, as to each [Initial Mortgage
Loan][Subsequent Mortgage Loan] listed in the [Mortgage Loan Schedule][Loan
Number and Borrower Identification Mortgage Loan Schedule] (other than any
[Mortgage Loan][Loan Number and Borrower Identification Mortgage Loan
Schedule] paid in full or listed on the attached list of exceptions) the
Trustee has received:

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

                  (ii) the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, the original recorded
Mortgage, and in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] that is a MERS Mortgage Loan, the original Mortgage, noting thereon the
presence of the MIN of the [Initial Mortgage Loan][Subsequent Mortgage Loan]
and language indicating that the [Initial Mortgage Loan][Subsequent Mortgage
Loan] is a MOM


                                     G-2-1

<PAGE>

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

                  (iii) the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of
the Mortgage to "Asset-Backed Certificates, Series 2005-10, CWABS, Inc., by
The Bank of New York, a New York banking corporation, as trustee under the
Pooling and Servicing Agreement dated as of September 1, 2005, without
recourse", or, in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] with respect to property located in the State of California that is not
a MERS Mortgage Loan, a duly executed assignment of the Mortgage in blank
(each such assignment, when duly and validly completed, to be in recordable
form and sufficient to effect the assignment of and transfer to the assignee
thereof, under the Mortgage to which such assignment relates);

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

                  (v) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any, with evidence of
recording thereon if recordation thereof is permissible under applicable law;
and

                  (vi) the original or duplicate original lender's title
policy or a printout of the electronic equivalent and all riders thereto or,
in the event such original title policy has not been received from the
insurer, any one of an original title binder, an original preliminary title
report or an original title commitment, or a copy thereof certified by the
title company, with the original policy of title insurance to be delivered
within one year of the Closing Date.

                  In the event that in connection with any [Initial Mortgage
Loan][Subsequent Mortgage Loan] that is not a MERS Mortgage Loan the
applicable Seller cannot deliver the original recorded Mortgage or all interim
recorded assignments of the Mortgage satisfying the requirements of clause
(ii), (iii) or (iv), as applicable, the Trustee has received, in lieu thereof,
a true and complete copy of such Mortgage and/or such assignment or
assignments of the Mortgage, as applicable, each certified by the applicable
Seller, the applicable title company, escrow agent or attorney, or the
originator of such [Initial Mortgage Loan][Subsequent Mortgage Loan], as the
case may be, to be a true and complete copy of the original Mortgage or
assignment of Mortgage submitted for recording.

                  Based on its review and examination and only as to the
foregoing documents, (i) such documents appear regular on their face and
related to such [Initial Mortgage Loan][Subsequent Mortgage Loan], and (ii)
the information set forth in items (i), (iv), (v), (vi), (viii), (ix) and
(xvii) of the definition of the "Mortgage Loan Schedule" in Section 1.01 of
the Pooling and Servicing Agreement accurately reflects information set forth
in the Mortgage File.

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

                                    G-2-2

<PAGE>

the [Initial Mortgage Loans][Subsequent Mortgage Loans] identified on the
[Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage Loan
Schedule] or (ii) the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.


                                    G-2-3


<PAGE>



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

                                 The Bank of New York,
                                        as Trustee



                                   By: _________________________________________
                                       Name:
                                       Title:



                                     G-2-4


<PAGE>


                                  EXHIBIT G-3

                     FORM OF DELAY DELIVERY CERTIFICATION

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]



                  Re:      CWABS Asset-Backed Certificates, Series 2005-10
                           -----------------------------------------------

Gentlemen:

                  [Reference is made to the Initial Certification of Trustee
relating to the above-referenced series, with the schedule of exceptions
attached thereto, delivered by the undersigned, as Trustee, on the Closing
Date in accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of September 1, 2005 (the "Pooling and Servicing Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer, the undersigned, as Trustee.] The
undersigned hereby certifies that [, with respect to the Subsequent Mortgage
Loans delivered in connection with the Subsequent Transfer Agreement, dated as
of __________, 2005 (the "Subsequent Transfer Agreement") among CWABS, Inc.,
as Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as
a Seller, Park Sienna LLC, as a Seller and The Bank of New York, as Trustee,]
as to each Delay Delivery Mortgage Loan listed on the Schedule A attached
hereto (other than any [Initial Mortgage Loan][Subsequent Mortgage Loan] paid
in full or listed on Schedule B attached hereto) it has received:

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

                  (2) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of
the Mortgage to "Asset-Backed Certificates, Series 2005-10, CWABS, Inc., by
The Bank of New York, a New York banking corporation, as trustee under the
Pooling and Servicing Agreement dated as of September 1, 2005, without
recourse", or, in the case of each [Initial Mortgage


                                     G-3-1



<PAGE>

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

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

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

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

                               The Bank of New York,
                                      as Trustee



                                   By: _________________________________________
                                       Name:
                                       Title:



                                     G-3-2





<PAGE>



                                  EXHIBIT G-4

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE
                          (SUBSEQUENT MORTGAGE LOANS)

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]


                  Re:      CWABS Asset-Backed Certificates, Series 2005-10
                           -----------------------------------------------

Gentlemen:

                  In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of September 1, 2005 (the "Pooling and Servicing
Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as
a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
Countrywide Home Loans Servicing LP, as Master Servicer, the undersigned
hereby certifies that, as to each Subsequent Mortgage Loan listed in the Loan
Number and Borrower Identification Mortgage Loan Schedule (other than any
Subsequent Mortgage Loan paid in full or listed in the attached list of
exceptions) the Trustee has received:

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

                  (2) a duly executed assignment of the Mortgage in the form
permitted by Section 2.01 of the Pooling and Servicing Agreement.

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

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

                                     G-4-1



<PAGE>

Mortgage Loan Schedule or (ii) the collectibility, insurability, effectiveness
or suitability of any such Subsequent Mortgage Loan.

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

                                The Bank of New York,
                                       as Trustee



                                   By: _________________________________________
                                       Name:
                                       Title:


                                     G-4-2



<PAGE>


                                   EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Master Servicer]

[Sellers]


                  Re:      CWABS Asset-Backed Certificates, Series 2005-10
                           -----------------------------------------------

Gentlemen:

                  In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of September 1, 2005 (the "Pooling and Servicing
Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as
a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller,
Countrywide Home Loans Servicing LP, as Master Servicer, the undersigned, as
Trustee hereby certifies that[, with respect to the Subsequent Mortgage Loans
delivered in connection with the Subsequent Transfer Agreement, dated as of
__________, 2005 (the "Subsequent Transfer Agreement") among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller and The Bank of New York, as Trustee,] as
to each [Initial Mortgage Loan][Subsequent Mortgage Loan] listed in the
[Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage Loan
Schedule] (other than any [Initial Mortgage Loan][Subsequent Mortgage Loan]
paid in full or listed on the attached Document Exception Report) it has
received:

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

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


                                      H-1



<PAGE>

                  (iii) in the case of each [Initial Mortgage Loan][Subsequent
Mortgage Loan] that is not a MERS Mortgage Loan, a duly executed assignment of
the Mortgage to "Asset-Backed Certificates, Series 2005-10, CWABS, Inc., by
The Bank of New York, a New York banking corporation, as trustee under the
Pooling and Servicing Agreement dated as of September 1, 2005, without
recourse", or, in the case of each [Initial Mortgage Loan][Subsequent Mortgage
Loan] with respect to property located in the State of California that is not
a MERS Mortgage Loan, a duly executed assignment of the Mortgage in blank
(each such assignment, when duly and validly completed, to be in recordable
form and sufficient to effect the assignment of and transfer to the assignee
thereof, under the Mortgage to which such assignment relates);

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

                  (v) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any, with evidence of
recording thereon if recordation thereof is permissible under applicable law;
and

                  (vi) the original or duplicate original lender's title
policy or a printout of the electronic equivalent and all riders thereto or
any one of an original title binder, an original preliminary title report or
an original title commitment, or a copy thereof certified by the title
company.

                  If the public recording office in which a Mortgage or
assignment thereof is recorded has retained the original of such Mortgage or
assignment, the Trustee has received, in lieu thereof, a copy of the original
Mortgage or assignment so retained, with evidence of recording thereon,
certified to be true and complete by such recording office.

                  Based on its review and examination and only as to the
foregoing documents, (i) such documents appear regular on their face and
related to such Mortgage Loan, and (ii) the information set forth in items
(i), (iv), (v), (vi), (viii), (ix) and (xvii) of the definition of the
"Mortgage Loan Schedule" in Section 1.01 of the Pooling and Servicing
Agreement accurately reflects information set forth in the Mortgage File.

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


                                      H-2


<PAGE>


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

                                The Bank of New York,
                                   as Trustee



                                   By: _________________________________________
                                       Name:
                                       Title:



                                      H-3



<PAGE>



                                   EXHIBIT I

               TRANSFER AFFIDAVIT FOR THE CLASS A-R CERTIFICATES

STATE OF                   )
                                    )       ss.:
COUNTY OF                           )

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

                  1. The undersigned is an officer of _______________, the
proposed Transferee of an Ownership Interest in a Class A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated
as of September 1, 2005 (the "Agreement"), by and among CWABS, Inc., as
depositor (the "Depositor"), Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer and The Bank of New York, as Trustee.
Capitalized terms used, but not defined herein or in Exhibit 1 hereto, shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.

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

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

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

                                    I-1-1

<PAGE>

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

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

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

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

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

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

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

                                     * * *


                                    I-1-2

<PAGE>



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


                                   [NAME OF TRANSFEREE]


                                   By: _________________________________________
                                       Name:
                                       Title:


[Corporate Seal]

ATTEST:

-------------------------
[Assistant] Secretary

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

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



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



                                     I-1-3


<PAGE>



                              Certain Definitions

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

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

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

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

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


                                     I-1-4


<PAGE>



                       Section 5.02(c) of the Agreement

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

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

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

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

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


                                     I-1-5


<PAGE>

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

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





                                     I-1-6


<PAGE>



                                  EXHIBIT J-1

           FORM OF TRANSFEROR CERTIFICATE FOR CLASS A-R CERTIFICATES

                                     Date:


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

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


                  Re:      CWABS, Inc. Asset Backed
                           Certificates, Series 2005-10
                           ----------------------------

Ladies and Gentlemen:

                  In connection with our disposition of the Class A-R
Certificates, we certify that we have no knowledge that the Transferee is not
a Permitted Transferee. All capitalized terms used herein but not defined
herein shall have the meanings assigned to them in the Pooling and Servicing
Agreement dated as of September 1, 2005, among CWABS, Inc., as Depositor,
Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park
Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master
Servicer and The Bank of New York, as Trustee.

                                    Very truly yours,



                                    -------------------------------------
                                    Name of Transferor


                                    By: _________________________________
                                    Name:
                                    Title:



                                     J-1-1


<PAGE>


                                  EXHIBIT J-2

                      FORM OF TRANSFEROR CERTIFICATE FOR
                             PRIVATE CERTIFICATES

                                     Date:


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

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


                  Re:      CWABS, Inc. Asset-Backed Certificates,
                           Series 2005-10, Class [   ]


Ladies and Gentlemen:

                  In connection with our disposition of the above-captioned
Certificates we certify that (a) we understand that the Certificates have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
are being disposed by us in a transaction that is exempt from the registration
requirements of the Act, (b) we have not offered or sold any Certificates to,
or solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, in a manner
that would be deemed, or taken any other action which would result in, a
violation of Section 5 of the Act. All capitalized terms used herein but not
defined herein shall have the meanings assigned to them in the Pooling and
Servicing Agreement dated as of September 1, 2005, among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a
Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as
Master Servicer and The Bank of New York, as Trustee.

                                   Very truly yours,


                                   ----------------------------------
                                   Name of Transferor


                                   By: _______________________________
                                   Name:
                                   Title:



                                     J-2-1



<PAGE>



                                   EXHIBIT K

                   FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                     Date:


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

The Bank of New York,
         as Trustee
101 Barclay St., 8W
New York, New York  10286


                  Re:      CWABS, Inc. Asset-Backed Certificates,
                           Series 2005-10, Class [   ]


Ladies and Gentlemen:

                  In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, (b) we are an "accredited investor," as defined in Regulation D under
the Act, and have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) either (i) we are
not an employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
acting on behalf of any such plan or arrangement, or using the assets of any
such plan or arrangement to effect such acquisition or (ii) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are
an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, (e) we are acquiring the Certificates for
investment for our own account and not with a view to any distribution of such
Certificates (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificates in accordance with clause (g) below),
(f) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, or taken any other action which would
result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any

                                      K-1



<PAGE>

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

                  All capitalized terms used herein but not defined herein
shall have the meanings assigned to them in the Pooling and Servicing
Agreement dated as of September 1, 2005, among CWABS, Inc., as Depositor,
Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park
Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master
Servicer and The Bank of New York, as Trustee.

                                   Very truly yours,

                                   ----------------------------------
                                   Name of Transferee

                                   By: _______________________________
                                          Authorized Officer


                                      K-2



<PAGE>



                                   EXHIBIT L

                           FORM OF RULE 144A LETTER

                                     Date:


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

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


                  Re:      CWABS, Inc. Asset-Backed Certificates,
                           Series 2005-10, Class [   ]

Ladies and Gentlemen:

                  In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, (b) we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) either (i) we are
not an employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
acting on behalf of any such plan or arrangement, or using the assets of any
such plan or arrangement to effect such acquisition or (ii) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are
an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on
our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security
to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates or any other
similar security from, or otherwise approached or negotiated with respect to
the Certificates, any interest in the Certificates or any other similar
security with, any person in any manner, or made any general solicitation by
means of general advertising or in any other manner, or taken any other
action, that would constitute a distribution of the Certificates under the
Securities Act or that would render the disposition of the


<PAGE>

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

                  All capitalized terms used herein but not defined herein
shall have the meanings assigned to them in the Pooling and Servicing
Agreement dated as of September 1, 2005, among CWABS, Inc., as Depositor,
Countrywide Home Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park
Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master
Servicer and The Bank of New York, as Trustee.

                                   Very truly yours,

                                   ----------------------------------
                                   Name of Transferee

                                   By: _______________________________
                                          Authorized Officer


                                     L-2

<PAGE>



                                                          ANNEX 1 TO EXHIBIT L
                                                          --------------------


           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees Other Than Registered Investment Companies]

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

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

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

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

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

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

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

                                     L-3

<PAGE>

         ___      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.

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

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

                           The Buyer acknowledges that it is familiar with
         Rule 144A and understands that the seller to it and other parties
         related to the Certificates are relying and

                                     L-4
<PAGE>

         will continue to rely on the statements made herein because one or
         more sales to the Buyer may be in reliance on Rule 144A.

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

                                   ______________________________________
                                            Print Name of Buyer


                                   By: _________________________________________
                                       Name:
                                       Title:


                                   Date:________________________________


                                     L-5

<PAGE>



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


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

          [For Transferees That are Registered Investment Companies]

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

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

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

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

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

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

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

                                     L-6

<PAGE>

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

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

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

                                   _____________________________________________
                                           Print Name of Buyer or Adviser


                                   By:__________________________________________
                                   Name:
                                   Title:


                                   IF AN ADVISER:



                                   _____________________________________________
                                                  Print Name of Buyer


                                   Date:________________________________________


                                     L-7

<PAGE>



                                   EXHIBIT M

                     FORM OF REQUEST FOR DOCUMENT RELEASE

Loan Information

         Name of Mortgagor:        _________________________________________


         Master Servicer
         Loan No.:                 _________________________________________


Trustee

         Name:                     _________________________________________

         Address:                  _________________________________________

                                   _________________________________________

         Trustee
         Mortgage File No.:        _________________________________________

                  The undersigned Master Servicer hereby acknowledges that it
has received from _______________________________________, as Trustee for the
Holders of Asset-Backed Certificates, Series 2005-10, the documents referred
to below (the "Documents"). All capitalized terms not otherwise defined in
this Request for Document Release shall have the meanings given them in the
Pooling and Servicing Agreement dated as of September 1, 2005 (the "Pooling
and Servicing Agreement") among CWABS, Inc., as Depositor, Countrywide Home
Loans, Inc., as a Seller, Park Monaco Inc., as a Seller, Park Sienna LLC, as a
Seller, Countrywide Home Loans Servicing LP, as Master Servicer and The Bank
of New York, as Trustee.

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

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

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

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


                                     M-1

<PAGE>

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

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

(.)     ______________________________________________

(.)     ______________________________________________

(.)     ______________________________________________

(.)     ______________________________________________

         The undersigned Master Servicer hereby acknowledges and agrees as
follows:

                  (1) The Master Servicer shall hold and retain possession of
         the Documents in trust for the benefit of the Trust Fund, solely for
         the purposes provided in the Pooling and Servicing Agreement.

                  (2) The Master Servicer shall not cause or knowingly permit
         the Documents to become subject to, or encumbered by, any claim,
         liens, security interest, charges, writs of attachment or other
         impositions nor shall the Master Servicer assert or seek to assert
         any claims or rights of setoff to or against the Documents or any
         proceeds thereof.

                  (3) The Master Servicer shall return each and every Document
         previously requested from the Mortgage File to the Trustee when the
         need therefore no longer exists, unless the Mortgage Loan relating to
         the Documents has been liquidated and the proceeds thereof have been
         remitted to the Certificate Account and except as expressly provided
         in the Pooling and Servicing Agreement.

                  (4) The Documents and any proceeds thereof, including any
         proceeds of proceeds, coming into the possession or control of the
         Master Servicer shall at all times be earmarked for the account of
         the Trust Fund, and the Master Servicer shall keep the Documents and
         any proceeds separate and distinct from all other property in the
         Master Servicer's possession, custody or control.

                                   [Master Servicer]


                                   By __________________________________________


                                   Its _________________________________________


                                   Date: _________________, ____


                                     M-2

<PAGE>



                                   EXHIBIT N

                       FORM OF REQUEST FOR FILE RELEASE

                    OFFICER'S CERTIFICATE AND TRUST RECEIPT
                          ASSET-BACKED CERTIFICATES,
                                Series 2005-10

__________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN
OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER
SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE [PURCHASE PRICE]
[MORTGAGE LOAN REPURCHASE PRICE] FOR SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE
MORTGAGE LOANS HAVE BEEN LIQUIDATED AND THE RELATED [INSURANCE PROCEEDS]
[LIQUIDATION PROCEEDS] HAVE BEEN DEPOSITED PURSUANT TO SECTION 3.13 OF THE
POOLING AND SERVICING AGREEMENT.] [A REPLACEMENT MORTGAGE LOAN HAS BEEN
DELIVERED TO THE TRUSTEE IN THE MANNER AND OTHERWISE IN ACCORDANCE WITH THE
CONDITIONS SET FORTH IN SECTIONS 2.02 AND 2.03 OF THE POOLING AND SERVICING
AGREEMENT.]

LOAN NUMBER:_______________                 BORROWER'S NAME:_____________

COUNTY:____________________

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]
[no] opinion is required by Section 2.05 [and is attached hereto].]

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO
SECTION 3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE
CREDITED.

____________                                         _____________________
                                                     DATED:____________

/ /                                                  VICE PRESIDENT
/ /                                                  ASSISTANT VICE PRESIDENT


                                      N-1


<PAGE>


                                                                     Exhibit O

                           Exhibit O is a photocopy
                          of the Depository Agreement
                                 as delivered.

               [See appropriate documents delivered at closing.]








                                      O-1

<PAGE>




                                   EXHIBIT P

                     FORM OF SUBSEQUENT TRANSFER AGREEMENT

                  SUBSEQUENT TRANSFER AGREEMENT, dated as of ____________,
200[_] (this "Subsequent Transfer Agreement"), among CWABS, INC., a Delaware
corporation, as depositor (the "Depositor"), COUNTRYWIDE HOME LOANS, INC., a
New York corporation, in its capacity as a seller under the Pooling and
Servicing Agreement referred to below ("CHL"), PARK MONACO INC., a Delaware
corporation, in its capacity as a seller under the Pooling and Servicing
Agreement ("Park Monaco"), PARK SIENNA LLC, a Delaware limited liability
company, in its capacity as a seller under the Pooling and Servicing Agreement
("Park Sienna" and, together with CHL and Park Monaco, the "Sellers") and The
Bank of New York, a New York banking corporation, as trustee (the "Trustee");

                  WHEREAS, the Depositor, CHL, Park Monaco, Park Sienna, the
Trustee and Countrywide Home Loans Servicing LP, as Master Servicer, have
entered in the Pooling and Servicing Agreement, dated as of September 1, 2005
(the "Pooling and Servicing Agreement"), relating to the CWABS, Inc.
Asset-Backed Certificates, Series 2005-10 (capitalized terms not otherwise
defined herein are used as defined in the Pooling and Servicing Agreement);

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

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

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

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

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

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

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

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

                                      P-1

<PAGE>

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

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

                                     P-2

<PAGE>



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



                                   CWABS, INC.,
                                      as Depositor



                                   By: __________________________________
                                       Name:
                                       Title:



                                   COUNTRYWIDE HOME LOANS, INC.,
                                       as a Seller



                                   By: __________________________________
                                       Name:
                                       Title:



                                   PARK MONACO INC.,
                                       as a Seller



                                   By: __________________________________
                                       Name:
                                       Title:



                                   PARK SIENNA LLC,
                                       as a Seller



                                   By: __________________________________
                                       Name:
                                       Title:



                                     P-3

<PAGE>





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



                                   By:___________________________________
                                      Name:
                                      Title:


                                     P-4


<PAGE>



                                                                       Annex I

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





                                     P-5

<PAGE>




                                  EXHIBIT Q-1

                     FORM OF CLASS AF-1 CORRIDOR CONTRACT

               [See appropriate documents delivered at closing.]







                                     Q-1-1

<PAGE>


                                  EXHIBIT Q-2

                    FORM OF CLASS 2-AV-1 CORRIDOR CONTRACT

               [See appropriate documents delivered at closing.]





                                     Q-2-1

<PAGE>



                                  EXHIBIT Q-3

                     FORM OF CLASS 3-AV CORRIDOR CONTRACT

               [See appropriate documents delivered at closing.]






                                     Q-3-1


<PAGE>


                                  EXHIBIT Q-4

             FORM OF ADJUSTABLE RATE SUBORDINATE CORRIDOR CONTRACT

               [See appropriate documents delivered at closing.]






                                     Q-4-1



<PAGE>



                                   EXHIBIT R

                                  [RESERVED].










                                      R-1


<PAGE>



                                  EXHIBIT S-1

                FORM OF CORRIDOR CONTRACT ASSIGNMENT AGREEMENT


                     [See document delivered at closing.]






                                     S-1-1

<PAGE>


                                  EXHIBIT S-2

              FORM OF CORRIDOR CONTRACT ADMINISTRATION AGREEMENT


                     [See document delivered at closing.]









                                     S-2-1



<PAGE>


                                   EXHIBIT T


               OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                          ASSET-BACKED CERTIFICATES,
                                Series 2005-10

                                                          [Date]

Via Facsimile

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


Dear Sir or Madam:

                  Reference is made to the Pooling and Servicing Agreement,
dated as of September 1, 2005, (the "Pooling and Servicing Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller, Park
Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer and The Bank of New York, as Trustee.
Capitalized terms used herein shall have the meanings ascribed to such terms
in the Pooling and Servicing Agreement.

                  __________________ hereby certifies that he/she is a
Servicing Officer, holding the office set forth beneath his/her name and
hereby further certifies as follows:

                  With respect to the Distribution Date in _________ 20[ ] and
each Mortgage Loan set forth in the attached schedule:

                  1. A Principal Prepayment in full or in part was received
during the related Prepayment Period;

                  2. Any Prepayment Charge due under the terms of the Mortgage
Note with respect to such Principal Prepayment was or was not, as indicated on
the attached schedule using "Yes" or "No", received from the Mortgagor and
deposited in the Certificate Account;

                  3. As to each Mortgage Loan set forth on the attached
schedule for which all or part of the Prepayment Charge required in connection
with the Principal Prepayment was waived by the Master Servicer, such waiver
was, as indicated on the attached schedule, based upon:

                           (i) the Master Servicer's determination that such
         waiver would maximize recovery of Liquidation Proceeds for such
         Mortgage Loan, taking into account the value of such Prepayment
         Charge, or


                                     T-1

<PAGE>

                           (ii)(A) the enforceability thereof is limited (1)
         by bankruptcy, insolvency, moratorium, receivership, or other similar
         law relating to creditors' rights generally or (2) due to
         acceleration in connection with a foreclosure or other involuntary
         payment, or (B) the enforceability is otherwise limited or prohibited
         by applicable law; and

                  4. We certify that all amounts due in connection with the
waiver of a Prepayment Charge inconsistent with clause 3 above which are
required to be deposited by the Master Servicer pursuant to Section 3.20 of
the Pooling and Servicing Agreement, have been or will be so deposited.

                                    COUNTRYWIDE HOME LOANS, INC.,
                                      as Master Servicer



                                     T-2
<PAGE>



        SCHEDULE OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED
                     DURING THE RELATED PREPAYMENT PERIOD


--------------------------------------------------------------------------------
Loan Number              Clause 2:  Yes/No            Clause 3:  (i) or (ii)
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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


                                     T-3
<PAGE>



                                  SCHEDULE I

           PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY


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




                                     S-I-1



<PAGE>


<TABLE>
<CAPTION>
                                                    SCHEDULE II

                                                COLLATERAL SCHEDULE

-------------------------------------------------------------------------------------------------------------------
                                                   Applicable
Characteristic                                      Section        Loan Group 1     Loan Group 2    Loan Group 3
-------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                <C>              <C>             <C>
Single-Family Detached Dwellings                   2.03(b)(32)         77.52%           72.41%            70.36%
-------------------------------------------------------------------------------------------------------------------
Two- to Four-Family Dwellings                      2.03(b)(32)          5.41%            4.39%             2.74%
-------------------------------------------------------------------------------------------------------------------
Low-Rise Condominium Units                         2.03(b)(32)          3.54%            6.07%             4.57%
-------------------------------------------------------------------------------------------------------------------
High-Rise Condominium Units                        2.03(b)(32)          0.48%            0.26%             0.55%
-------------------------------------------------------------------------------------------------------------------
Manufactured Housing                               2.03(b)(32)          0.038%            N/A               N/A%
-------------------------------------------------------------------------------------------------------------------
PUDs                                               2.03(b)(32)         13.01%           16.88%            21.78%
-------------------------------------------------------------------------------------------------------------------
Earliest Origination Date                          2.03(b)(33)        10/23/98          3/9/99            4/22/05
-------------------------------------------------------------------------------------------------------------------
Prepayment Penalty                                 2.03(b)(35)         92.35%           81.86%            87.72%
-------------------------------------------------------------------------------------------------------------------
Investor Properties                                2.03(b)(36)          1.80%            1.48%             1.04%
-------------------------------------------------------------------------------------------------------------------
Primary Residences                                 2.03(b)(36)         97.47%           97.25%            98.96%
-------------------------------------------------------------------------------------------------------------------
Lowest Current Mortgage Rate                       2.03(b)(48)          5.50%            3.375%            4.62%
-------------------------------------------------------------------------------------------------------------------
Highest Current Mortgage Rate                      2.03(b)(48)         11.500%          11.750%           12.000%
-------------------------------------------------------------------------------------------------------------------
Weighted Average Current Mortgage Rate             2.03(b)(48)          6.640%           7.015%            6.807%
-------------------------------------------------------------------------------------------------------------------
Lowest Gross Margin                                2.03(b)(51)          N/A                  1%                4%
-------------------------------------------------------------------------------------------------------------------
Highest Gross Margin                               2.03(b)(51)          N/A             10.50%             9.55%
-------------------------------------------------------------------------------------------------------------------
Weighted Average Gross Margin                      2.03(b)(51)          N/A              6.672%            6.695%
-------------------------------------------------------------------------------------------------------------------
Date on or before which each Initial Mortgage
Loan has a Due Date                                2.03(b)(52)        11/1/05           11/1/05           11/1/05
-------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                  Adjustable Rate Mortgage
                                     Loans (other than
                                  Two-Year, Three-Year and         Two-Year         Three-Year       Five-Year
    Adjustment       Applicable       Five-Year Hybrid              Hybrid            Hybrid           Hybrid
       Date           Section          Mortgage Loans)          Mortgage Loans    Mortgage Loans   Mortgage Loans
-------------------------------------------------------------------------------------------------------------------
<S>                 <C>                   <C>                       <C>              <C>               <C>
   Latest Next
 Adjustment Date     2.03(b)(34)            3/1/06                  10/1/07          10/1/08           N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                         S-II-1