efc7-2622_ex41.htm


    EXHIBIT
      4.1

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    



    EXECUTION
      COPY

     

                                                  

     

    CWMBS,
      INC.,

    Depositor

    


    COUNTRYWIDE
      HOME LOANS, INC.,

    Seller

    


    PARK
      GRANADA LLC,

    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 October 1, 2007

    __________________________________

     

    CHL
      MORTGAGE PASS-THROUGH TRUST 2007-HY7

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-HY7

     

                                                  


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      of
      Contents

     Page

    
      	
              ARTICLE
                I DEFINITIONS

            	
              18

            
	 	 	 
	
              SECTION
                1.01.

            	
              Defined
                Terms.

            	
              18

            
	
              SECTION
                1.02.

            	
              Certain
                Interpretative Principles.

            	
              54

            
	 	 
	
              ARTICLE
                II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                WARRANTIES

            	
              55

            
	 	 	 
	
              SECTION
                2.01.

            	
              Conveyance
                of Mortgage Loans

            	
              55

            
	
              SECTION
                2.02.

            	
              Acceptance
                by Trustee of the Mortgage Loans.

            	
              59

            
	
              SECTION
                2.03.

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

            	
              61

            
	
              SECTION
                2.04.

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

            	
              64

            
	
              SECTION
                2.05.

            	
              Delivery
                of Opinion of Counsel in Connection with
                Substitutions.

            	
              64

            
	
              SECTION
                2.06.

            	
              Execution
                and Delivery of Certificates.

            	
              65

            
	
              SECTION
                2.07.

            	
              REMIC
                Matters.

            	
              65

            
	
              SECTION
                2.08.

            	
              Covenants
                of the Master Servicer.

            	
              65

            
	 	 
	
              ARTICLE
                III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            	
              66

            
	 	 	 
	
              SECTION
                3.01.

            	
              Master
                Servicer to Service Mortgage Loans.

            	
              66

            
	
              SECTION
                3.02.

            	
              Subservicing;
                Enforcement of the Obligations of Subservicers.

            	
              67

            
	
              SECTION
                3.03.

            	
              Rights
                of the Depositor and the Trustee in Respect of the Master
                Servicer.

            	
              67

            
	
              SECTION
                3.04.

            	
              Trustee
                to Act as Master Servicer.

            	
              68

            
	
              SECTION
                3.05.

            	
              Collection
                of Mortgage Loan Payments; Certificate Account; Distribution Account;
                Principal Reserve Fund.

            	
              68

            
	
              SECTION
                3.06.

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

            	
              71

            
	
              SECTION
                3.07.

            	
              Access
                to Certain Documentation and Information Regarding the Mortgage
                Loans.

            	
              72

            
	
              SECTION
                3.08.

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

            	
              72

            
	
              SECTION
                3.09.

            	
              Maintenance
                of Hazard Insurance; Maintenance of Primary Insurance
                Policies.

            	
              74

            
	
              SECTION
                3.10.

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

            	
              75

            
	
              SECTION
                3.11.

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

            	
              76

            
	
              SECTION
                3.12.

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            	
              80

            
	
              SECTION
                3.13.

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

            	
              81

            


    

    



    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    


    
      	
              SECTION
                3.14.

            	
              Servicing
                Compensation.

            	
              81

            
	
              SECTION
                3.15.

            	
              Access
                to Certain Documentation.

            	
              82

            
	
              SECTION
                3.16.

            	
              Annual
                Statement as to Compliance.

            	
              82

            
	
              SECTION
                3.17.

            	
              Errors
                and Omissions Insurance; Fidelity Bonds.

            	
              83

            
	
              SECTION
                3.18.

            	
              Notification
                of Adjustments.

            	
              83

            
	
              SECTION
                3.19.

            	
              Prepayment
                Charges.

            	
              83

            
	 	 
	
              ARTICLE
                IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

            	
              85

            
	 	 	 
	
              SECTION
                4.01.

            	
              Advances.

            	
              85

            
	
              SECTION
                4.02.

            	
              Priorities
                of Distribution.

            	
              86

            
	
              SECTION
                4.03.

            	
              [Reserved].

            	
              92

            
	
              SECTION
                4.04.

            	
              Allocation
                of Realized Losses.

            	
              92

            
	
              SECTION
                4.05.

            	
              Cross-Collateralization;
                Adjustments to Available Funds

            	
              93

            
	
              SECTION
                4.06.

            	
              Monthly
                Statements to Certificateholders.

            	
              94

            
	 	 
	
              ARTICLE
                V THE CERTIFICATES

            	
              96

            
	 	 	 
	
              SECTION
                5.01.

            	
              The
                Certificates.

            	
              96

            
	
              SECTION
                5.02.

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            	
              96

            
	
              SECTION
                5.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	
              101

            
	
              SECTION
                5.04.

            	
              Persons
                Deemed Owners.

            	
              101

            
	
              SECTION
                5.05.

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            	
              101

            
	
              SECTION
                5.06.

            	
              Maintenance
                of Office or Agency.

            	
              102

            
	
              SECTION
                5.07.

            	
              Depositable
                and Exchangeable Certificates.

            	
              102

            
	 	 
	
              ARTICLE
                VI THE DEPOSITOR AND THE MASTER SERVICER

            	
              105

            
	 	 	 
	
              SECTION
                6.01.

            	
              Respective
                Liabilities of the Depositor and the Master Servicer.

            	
              105

            
	
              SECTION
                6.02.

            	
              Merger
                or Consolidation of the Depositor or the Master
                Servicer.

            	
              105

            
	
              SECTION
                6.03.

            	
              Limitation
                on Liability of the Depositor, the Sellers, the Master Servicer and
                Others.

            	
              105

            
	
              SECTION
                6.04.

            	
              Limitation
                on Resignation of Master Servicer.

            	
              106

            
	 	 
	
              ARTICLE
                VII DEFAULT

            	
              107

            
	 	 	 
	
              SECTION
                7.01.

            	
              Events
                of Default.

            	
              107

            
	
              SECTION
                7.02.

            	
              Trustee
                to Act; Appointment of Successor.

            	
              109

            
	
              SECTION
                7.03.

            	
              Notification
                to Certificateholders.

            	
              110

            
	 	 
	
              ARTICLE
                VIII CONCERNING THE TRUSTEE

            	
              111

            
	 	 	 
	
              SECTION
                8.01.

            	
              Duties
                of Trustee.

            	
              111

            
	
              SECTION
                8.02.

            	
              Certain
                Matters Affecting the Trustee.

            	
              112

            
	
              SECTION
                8.03.

            	
              Trustee
                Not Liable for Certificates or Mortgage Loans.

            	
              113

            
	
              SECTION
                8.04.

            	
              Trustee
                May Own Certificates.

            	
              113

            


    

    



    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    


    
      	
              SECTION
                8.05.

            	
              Trustee’s
                Fees and Expenses.

            	
              113

            
	
              SECTION
                8.06.

            	
              Eligibility
                Requirements for Trustee.

            	
              114

            
	
              SECTION
                8.07.

            	
              Resignation
                and Removal of Trustee.

            	
              114

            
	
              SECTION
                8.08.

            	
              Successor
                Trustee.

            	
              115

            
	
              SECTION
                8.09.

            	
              Merger
                or Consolidation of Trustee.

            	
              116

            
	
              SECTION
                8.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	
              116

            
	
              SECTION
                8.11.

            	
              Tax
                Matters.

            	
              118

            
	
              SECTION
                8.12.

            	
              Monitoring
                of Significance Percentage.

            	
              120

            
	 	 
	
              ARTICLE
                IX TERMINATION

            	
              121

            
	 	 	 
	
              SECTION
                9.01.

            	
              Termination
                upon Liquidation or Purchase of all Mortgage Loans.

            	
              121

            
	
              SECTION
                9.02.

            	
              Final
                Distribution on the Certificates.

            	
              121

            
	
              SECTION
                9.03.

            	
              Additional
                Termination Requirements.

            	
              122

            
	 	 
	
              ARTICLE
                X MISCELLANEOUS PROVISIONS

            	
              124

            
	 	 	 
	
              SECTION
                10.01.

            	
              Amendment.

            	
              124

            
	
              SECTION
                10.02.

            	
              Recordation
                of Agreement; Counterparts.

            	
              125

            
	
              SECTION
                10.03.

            	
              Governing
                Law.

            	
              126

            
	
              SECTION
                10.04.

            	
              Intention
                of Parties.

            	
              126

            
	
              SECTION
                10.05.

            	
              Notices.

            	
              127

            
	
              SECTION
                10.06.

            	
              Severability
                of Provisions.

            	
              128

            
	
              SECTION
                10.07.

            	
              Assignment.

            	
              129

            
	
              SECTION
                10.08.

            	
              Limitation
                on Rights of Certificateholders.

            	
              129

            
	
              SECTION
                10.09.

            	
              Inspection
                and Audit Rights.

            	
              130

            
	
              SECTION
                10.10.

            	
              Certificates
                Nonassessable and Fully Paid.

            	
              130

            
	
              SECTION
                10.11.

            	
              [Reserved].

            	
              130

            
	
              SECTION
                10.12.

            	
              Protection
                of Assets.

            	
              130

            
	 	 
	
              ARTICLE
                XI EXCHANGE ACT REPORTING

            	
              131

            
	 	 	 
	
              SECTION
                11.01.

            	
              Filing
                Obligations.

            	
              131

            
	
              SECTION
                11.02.

            	
              Form
                10-D Filings.

            	
              131

            
	
              SECTION
                11.03.

            	
              Form
                8-K Filings.

            	
              132

            
	
              SECTION
                11.04.

            	
              Form
                10-K Filings.

            	
              132

            
	
              SECTION
                11.05.

            	
              Sarbanes-Oxley
                Certification.

            	
              133

            
	
              SECTION
                11.06.

            	
              Form
                15 Filing.

            	
              133

            
	
              SECTION
                11.07.

            	
              Report
                on Assessment of Compliance and Attestation.

            	
              134

            
	
              SECTION
                11.08.

            	
              Use
                of Subservicers and Subcontractors.

            	
              135

            
	
              SECTION
                11.09.

            	
              Amendments.

            	
              136

            
	
              SECTION
                11.10.

            	
              Reconciliation
                of Accounts.

            	
              136

            


    

     

    
 

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    
 

    
       

      SCHEDULES

      
        	
                Schedule
                  I:

              	
                Mortgage
                  Loan Schedule

              	
                S-I-1

              
	
                Schedule
                  II-A:

              	
                Representations
                  and Warranties of Countrywide

              	
                S-II-A-1

              
	
                Schedule
                  II-B:

              	
                Representations
                  and Warranties of Park Granada

              	
                S-II-B-1

              
	
                Schedule
                  II-C:

              	
                Representations
                  and Warranties of Park Monaco

              	
                S-II-C-1

              
	
                Schedule
                  II-D:

              	
                Representations
                  and Warranties of Park Sienna

              	
                S-II-D-1

              
	
                Schedule
                  III-A:

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

              	
                S-III-A-1

              
	
                Schedule
                  III-B:

              	
                Representations
                  and Warranties of Countrywide as to the Countrywide Mortgage
                  Loans

              	
                S-III-B-1

              
	
                Schedule
                  III-C:

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

              	
                S-III-C-1

              
	
                Schedule
                  III-D:

              	
                Representations
                  and Warranties of Park Monaco as to the Park Monaco Mortgage
                  Loans

              	
                S-III-D-1

              
	
                Schedule
                  III-E:

              	
                Representations
                  and Warranties of Park Sienna as to the Park Sienna Mortgage
                  Loans

              	
                S-III-E-1

              
	
                Schedule
                  IV:

              	
                Representations
                  and Warranties of the Master Servicer

              	
                S-IV-1

              
	
                Schedule
                  V:

              	
                Principal
                  Balances Schedule [if applicable]

              	
                S-V-1

              
	
                Schedule
                  VI:

              	
                Form
                  of Monthly Master Servicer Report

              	
                S-VI-1

              
	
                Schedule
                  VII:

              	
                Schedule
                  of Available Exchanges of Depositable Certificates for Exchangeable
                  Certificates

              	
                S-VII-I

              
	 
	
                EXHIBITS

              
	
                Exhibit
                  A:

              	
                Form
                  of Senior Certificate (excluding Notional Amount
                  Certificates)

              	
                A-1

              
	
                Exhibit
                  B:

              	
                Form
                  of Subordinated Certificate

              	
                B-1

              
	
                Exhibit
                  C:

              	
                Form
                  of Class A-R Certificate

              	
                C-1

              
	
                Exhibit
                  D:

              	
                Form
                  of Notional Amount Certificate

              	
                D-1

              
	
                Exhibit
                  E:

              	
                Form
                  of Reverse of Certificates

              	
                E-1

              
	
                Exhibit
                  F:

              	
                Form
                  of Initial Certification of Trustee

              	
                F-1

              
	
                Exhibit
                  G:

              	
                Form
                  of Delay Delivery Certification of Trustee

              	
                G-1

              
	
                Exhibit
                  H:

              	
                Form
                  of Final Certification of Trustee

              	
                H-1

              
	
                Exhibit
                  I:

              	
                Form
                  of Transfer Affidavit

              	
                I-1

              
	
                Exhibit
                  J-1:

              	
                Form
                  of Transferor Certificate (Residual)

              	
                J-1

              
	
                Exhibit
                  J-2:

              	
                Form
                  of Transferor Certificate (Private)

              	
                J-2

              
	
                Exhibit
                  K:

              	
                Form
                  of Investment Letter [Non-Rule 144A]

              	
                K-1

              
	
                Exhibit
                  L-1:

              	
                Form
                  of Rule 144A Letter

              	
                L-1-1

              
	
                Exhibit
                  L-2

              	
                [Reserved]

              	
                L-2-1

              
	
                Exhibit
                  M:

              	
                Form
                  of Request for Release (for Trustee)

              	
                M-1

              
	
                Exhibit
                  N:

              	
                Form
                  of Request for Release (Mortgage Loan) Paid in Full, Repurchased
                  and
                  Replaced)

              	
                N-1

              
	
                Exhibit
                  O:

              	
                Standard
                  & Poor’s LEVELS® Version 6.0 Glossary Revised, Appendix
                  E

              	
                O-1

              
	
                Exhibit
                  P:

              	
                [Reserved]

              	
                P-1

              
	
                Exhibit
                  Q

              	
                Monthly
                  Report

              	
                Q-1

              
	
                Exhibit
                  R-1

              	
                Form
                  of Performance Certification (Subservicer)

              	
                R-1

              


      

      



      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      


      


      
        	
                Exhibit
                  R-2

              	
                Form
                  of Performance Certification (Trustee)

              	
                R-2

              
	
                Exhibit
                  S

              	
                Form
                  of Servicing Criteria to be Addressed in Assessment of Compliance
                  Statement

              	
                S-1

              
	
                Exhibit
                  T

              	
                List
                  of Item 1119 Parties

              	
                T-1

              
	
                Exhibit
                  U

              	
                Form
                  of Sarbanes-Oxley Certification (Replacement Master
                  Servicer)

              	
                U-1

              


      

      



      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      


      THIS
        POOLING AND SERVICING AGREEMENT, dated as of October 1, 2007, among CWMBS,
        INC.,
        a Delaware corporation, as depositor (the
“Depositor”), COUNTRYWIDE HOME LOANS, INC.
        (“Countrywide”), a New York corporation, as a seller
        (a “Seller”), PARK GRANADA LLC (“Park
        Granada”), a Delaware limited liability company, as a seller (a
“Seller”), PARK MONACO INC. (“Park
        Monaco”), a Delaware corporation, as a seller (a
“Seller”), PARK SIENNA LLC (“Park
        Sienna”), a Delaware limited liability company, as a seller (a
“Seller”), COUNTRYWIDE HOME LOANS SERVICING
        LP, a
        Texas limited partnership, as master servicer (the “Master
        Servicer”), and THE BANK OF NEW YORK, a banking corporation
        organized under the laws of the State of New York, as trustee (the
“Trustee”).

       

      WITNESSETH
        THAT

       

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

       

      PRELIMINARY
        STATEMENT

       

      The
        Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
        in return for the Certificates.  For federal income tax purposes, the
        Trustee shall treat the Trust Fund as consisting of a trust (the “ES
        Trust”) beneath which are three real estate mortgage investment
        conduits (or in the alternative, the “Lower Tier
        REMIC,” the “Middle Tier REMIC” and the
“Master REMIC”) and
        shall make all elections as
        necessary for such treatment.  The Lower Tier REMIC will hold all the
        assets of the Trust Fund and will issue several classes of uncertificated
        Lower
        Tier REMIC Interests.  The Class LT-A-R Interest is hereby designated
        as the residual interest in the Lower Tier REMIC and each other Lower Tier
        REMIC
        Interest is hereby designated as a regular interest in the Lower Tier
        REMIC.  The Middle Tier REMIC will hold all the regular interests in
        the Lower Tier REMIC and will issue several classes of uncertificated Middle
        Tier REMIC Interests.  The Class MT-A-R Interest is hereby designated
        as the residual interest in the Middle Tier REMIC and each other Middle Tier
        REMIC Interest is hereby designated as a regular interest in the Middle Tier
        REMIC. The Master REMIC will hold all the regular interests in the Middle
        Tier
        REMIC and will issue several classes of uncertificated Master REMIC
        Interests.  The Class MR-A-R Interest is hereby designated as the
        residual interest in the Master REMIC and each other Master REMIC Interest
        is
        hereby designated as a regular interest in the Master REMIC.  The
“latest possible maturity date,” for federal income tax purposes, of all REMIC
        regular interests created hereby will be the Latest Possible Maturity
        Date.

       

      The
        ES
        Trust shall hold the Class LT-A-R Interest, the Class MT-A-R Interest, the
        Class
        MR-A-R Interest, all Master REMIC regular interests and shall issue the
        Certificates.  Each Certificate, other than the Class A-R Certificate,
        will represent ownership of one or more of the Master REMIC regular interests
        held by the ES Trust.  The Class A-R Certificate will represent
        ownership of the LT-A-R Interest, the MT-A-R Interest and the MR-A-R Interest,
        which are, respectively, the sole Classes of REMIC residual interest in each
        of
        the Lower Tier REMIC, the Middle Tier REMIC and the Master REMIC.

       

      For
        federal income tax purposes the Trustee shall treat the ES Trust as a Grantor
        Trust and shall treat each Holder of an ES Trust Certificate as the owner
        of the
        individual, underlying 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      assets
        represented by such ES Trust Certificate.  In addition, to the fullest
        extent possible, ownership of an ES Trust Certificate shall be treated as
        direct
        ownership of the individual, underlying assets represented by such ES Trust
        Certificate for federal income tax reporting purposes.

       

      The
        following table set forth characteristics of the Interests in the Lower Tier
        REMIC:

       

      
        	
                
                  Lower
                    Tier REMIC Interests

                

              	
                
                  Initial
                    Principal

                  Balance

                

              	
                
                  Interest
                    Rate

                

              	
                
                  Corresponding

                  Loan
                    Group

                

              
	
                LT-A-1                                                      

              	
                (1)

              	
                (2)

              	
                1

              
	
                LT-B-1                                                      

              	
                (1)

              	
                (2)

              	
                1

              
	
                LT-C-1                                                      

              	
                (1)

              	
                (2)

              	
                1

              
	
                LT-A-2                                                      

              	
                (1)

              	
                (2)

              	
                2

              
	
                LT-B-2                                                      

              	
                (1)

              	
                (2)

              	
                2

              
	
                LT-C-2                                                      

              	
                (1)

              	
                (2)

              	
                2

              
	
                LT-A-3                                                      

              	
                (1)

              	
                (2)

              	
                3

              
	
                LT-B-3                                                      

              	
                (1)

              	
                (2)

              	
                3

              
	
                LT-C-3                                                      

              	
                (1)

              	
                (2)

              	
                3

              
	
                LT-A-4                                                      

              	
                (1)

              	
                (2)

              	
                4

              
	
                LT-B-4                                                      

              	
                (1)

              	
                (2)

              	
                4

              
	
                LT-C-4                                                      

              	
                (1)

              	
                (2)

              	
                4

              
	
                LTR-P-1                                                    

              	
                $100

              	
                (3)

              	
                1

              
	
                LTR-P-2                                                    

              	
                $100

              	
                (3)

              	
                2

              
	
                LTR-P-3                                                    

              	
                $100

              	
                (3)

              	
                3

              
	
                LTR-P-4                                                    

              	
                $100

              	
                (3)

              	
                4

              
	
                LT-A-R                                                      

              	
                (4)

              	
                (4)

              	
                N/A

              
	
                LT-$100                                                      

              	
                $100

              	
                (2)

              	
                1

              


      

      _______________

       

      
        	
                (1)

              	
                Each
                  Class A Lower Tier REMIC Interest will have an initial principal
                  balance
                  equal to 0.9% of the Subordinated Portion of its corresponding
                  Loan
                  Group.  Each Class B Lower Tier REMIC Interest will have an
                  initial principal balance equal to 0.1% of the Subordinated Portion
                  of its
                  corresponding Loan Group.  Each Class C Lower Tier REMIC
                  Interest will have an initial principal balance equal to the excess
                  of the
                  aggregate Stated Principal Balance of the Mortgage Loans of its
                  corresponding Loan Group over the initial aggregate principal balances
                  of
                  the Class A and Class B Lower Tier REMIC Interests corresponding
                  to such
                  Loan Group.

              


      

       

      
        	
                (2)

              	
                This
                  Lower Tier REMIC Interest will have an interest rate equal to the
                  Weighted
                  Average Adjusted Net Mortgage Rate for the corresponding Loan
                  Group.

              


      

       

      
        	
                (3)

              	
                This
                  Lower Tier REMIC Interest pays no interest but is entitled to 100%
                  of any
                  Prepayment Charge Amount on the Mortgage Loans in the corresponding
                  Loan
                  Group.

              


      

       

      
        	
                (4)

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

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

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

       

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

       

      (2)           Principal,
        if no Cross-Over Situation Exists.  If no Cross-Over Situation
        exists with respect to any Class of Lower Tier REMIC Interests, Principal
        Amount
        with respect to each Loan Group will be allocated: first to cause the Loan
        Group’s corresponding Class A and Class B Lower Tier REMIC Interests to equal,
        respectively, 0.9% of the Subordinated Portion and 0.1% of the Subordinated
        Portion; and second to the Loan Group’s corresponding Class C Lower Tier REMIC
        Interest;

       

      (3)           Principal,
        if a Cross-Over Situation Exists.  If a Cross-Over Situation
        exists with respect to the Class A and Class B Lower Tier REMIC
        Interests:

       

      (a)           If
        the Calculation Rate in respect of the outstanding Class A and Class B Lower
        Tier REMIC Interests is less than the Tax Subordinate Pass-Through Rate,
        then
        Principal Relocation Payments will be made proportionately to the outstanding
        Class A Lower Tier REMIC Interests prior to any other principal distributions
        from each such Loan Group.

       

      (b)           If
        the Calculation Rate in respect of the outstanding Class A and Class B Lower
        Tier REMIC Interests is greater than the Tax Subordinate Pass-Through Rate,
        Principal Relocation Payments will be made to the outstanding Class B Lower
        Tier
        REMIC Interests prior to any other principal distributions from each such
        Loan
        Group.

       

      In
        each
        case, Principal Relocation Payments will be made so as to cause the Calculation
        Rate in respect of the outstanding Class A and Class B Lower Tier REMIC
        Interests to equal the Tax Subordinate Pass-Through Rate.  With
        respect to each Loan Group, if (and to the extent that) the sum of (a) the
        principal payments comprising the Principal Amount received during the Due
        Period and (b) the Realized Losses, are insufficient to make the necessary
        reductions of principal on the Class A and Class B Lower Tier REMIC Interests,
        then interest will be added to the Loan Group’s Class C Lower Tier REMIC
        Interest.

       

      (c)           Unless
        required to achieve the Calculation Rate, the outstanding aggregate Class
        A and
        Class B Tracking Interests for all Loan Groups will not be reduced below
        1
        percent of the excess of (i) the aggregate Stated Principal Balance of the
        Outstanding Mortgage Loans in all Loan Groupsas of the end of any Due Period
        (reduced by Principal Prepayments received after the Due Period that are
        to to
        be distributed on the Disribution Date related to the Due Period) over (ii)
        the
        aggregate Class Certificate Balance of the Senior Certificates for all 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 Class A and Class B Lower Tier REMIC Interests of a Loan
        Group,
        and if the Loan Group’s Class C Lower Tier REMIC Interest has already been
        reduced to zero, then the excess principal from that Loan Group will be paid
        to
        the Class C Lower Tier REMIC Interests of the other Loan Groups the aggregate
        Class A and Class B Lower Tier REMIC Interests of 

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      which
        are
        less than one percent of the Subordinated Portion.  If the Loan Group
        corresponding to the Class C Lower Tier REMIC Interest that receives such
        payment has a Weighted Average Adjusted Net Mortgage Rate below the Weighted
        Average Adjusted Net Mortgage Rate of the Loan Group making the payment,
        then
        the payment will be treated by the Lower Tier REMIC as a Realized
        Loss.  Conversely, if a Loan Group corresponding to the Class C Lower
        Tier REMIC Interest that receives such payment has a Weighted Average Adjusted
        Net Mortgage Rate above the Weighted Average Adjusted Net Mortgage Rate of
        the
        Loan Group making the payment, then the payment will be treated by the Lower
        Tier REMIC as a reimbursement for prior Realized Losses.

       

      The
        following table sets forth characteristics of the Interests in the Middle
        Tier
        REMIC:

       

      
        	
                Middle
                  Tier

                REMIC

                Interests

              	
                Initial
                  Principal Balance

              	
                Interest
                  Rate

              	
                Corresponding
                  Master

                REMIC
                  Interest

              
	
                MT-1-A-1                          

              	
                $53,550,000.00

              	
                (1)

              	
                MR-1-A-1,
                  MR-1-A-1X(2)

              
	
                MT-1-A-2                          

              	
                $5,949,000.00

              	
                (1)

              	
                MR-1-A-2

              
	
                MT-1-$100                          

              	
                $100.00

              	
                (1)

              	
                MR-A-R

              
	
                MT-2-A-1A

              	
                $130,078,000.00

              	
                (1)

              	
                MR-2-A-1A,
                  MR-2-A-X(3)

              
	
                MT-2-A-1B

              	
                $50,284,000.00

              	
                (1)

              	
                MR-2-A-1B,
                  MR-2-A-X(3)

              
	
                MT-2-A-1C

              	
                $5,587,000.00

              	
                (1)

              	
                MR-2-A-1C,
                  MR-2-A-X(3)

              
	
                MT-2-A-2                          

              	
                $20,661,000.00

              	
                (1)

              	
                MR-2-A-2,
                  MR-2-A-X(3)

              
	
                MT-3-A-1A

              	
                $105,043,000.00

              	
                (1)

              	
                MR-3-A-1A,
                  MR-3-A-X(4)

              
	
                MT-3-A-1B

              	
                $40,556,000.00

              	
                (1)

              	
                MR-3-A-1B,
                  MR-3-A-X(4)

              
	
                MT-3-A-1C

              	
                $4,506,000.00

              	
                (1)

              	
                MR-3-A-1C,
                  MR-3-A-X(4)

              
	
                MT-3-A-2                          

              	
                $16,678,000.00

              	
                (1)

              	
                MR-3-A-2,
                  MR-3-A-X(4)

              
	
                MT-4-A-1A

              	
                $58,677,000.00

              	
                (1)

              	
                MR-4-A-1A,
                  MR-4-A-X(5)

              
	
                MT-4-A-1B

              	
                $22,690,000.00

              	
                (1)

              	
                MR-4-A-1B,
                  MR-4-A-X(5)

              
	
                MT-4-A-1C

              	
                $2,521,000.00

              	
                (1)

              	
                MR-4-A-1C,
                  MR-4-A-X(5)

              
	
                MT-4-A-2                          

              	
                $9,320,000.00

              	
                (1)

              	
                MR-4-A-2

              
	
                MT-M                          

              	
                $12,039,000.00

              	
                (6)

              	
                MR-M

              
	
                MT-B-1                          

              	
                $7,840,000.00

              	
                (6)

              	
                MR-B-1

              
	
                MT-B-2                          

              	
                $5,040,000.00

              	
                (6)

              	
                MR-B-2

              
	
                MT-B-3                          

              	
                $5,879,000.00

              	
                (6)

              	
                MR-B-3

              
	
                MT-B-4                          

              	
                $1,960,000.00

              	
                (6)

              	
                MR-B-4

              
	
                MT-B-5                          

              	
                $1,120,266.22

              	
                (6)

              	
                MR-B-5

              
	
                MTR-1-P

              	
                $100.00

              	
                (7)

              	
                MR-1-P

              
	
                MTR-2-P

              	
                $100.00

              	
                (8)

              	
                MR-2-P

              
	
                MTR-3-P

              	
                $100.00

              	
                (9)

              	
                MR-3-P

              
	
                MTR-4-P

              	
                $100.00

              	
                (10)

              	
                MR-4-P

              
	
                MT-A-R                          

              	
                (11)

              	
                (11)

              	
                N/A

              


      

      _______________

       

      
        	
                (1)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Interest Accrual Period) for this Middle Tier REMIC Interest is
                  a per
                  annum rate equal to the weighted average interest rate of the Lower
                  Tier
                  REMIC regular interests for the corresponding


              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Loan
        Group (which is signified by the first digit
        following “MT” in the name of such Middle Tier REMIC Interest).

       

      
        	
                (2)

              	
                For
                  each Interest Accrual Period starting with the Interest Accrual
                  Period
                  related to the first Distribution Date to and including the Interest
                  Accrual Period related to the Weighted Average Roll Date for Loan
                  Group 1,
                  the MR-1-A-1X Master REMIC Interest is entitled to receive a specified
                  portion of the interest payable on the MT-1-A-1 Middle Tier REMIC
                  Interest.  Specifically, for each such Interest Accrual Period,
                  MR-1-A-1X Master REMIC Interest is entitled to interest accruals
                  on the
                  MT-1-A-1 Middle Tier REMIC Interest at a per annum rate equal to
                  0.532583%.  For the Interest Accrual Period related to a
                  Distribution Date after the Weighted Average Roll Date for Loan
                  Group 1,
                  MR-1-A-1X Master REMIC Interest will be entitled to
                  0%.

              


      

       

      
        	
                (3)

              	
                For
                  each Interest Accrual Period starting with the Interest Accrual
                  Period
                  related to the first Distribution Date to and including the Interest
                  Accrual Period related to the Weighted Average Roll Date for Loan
                  Group 2,
                  the MR-2-A-X Master REMIC Interest is entitled to receive a specified
                  portion of the interest payable on the MT-2-A-1A, MT-2-A-1B, MT-2-A-1C
                  and
                  MT-2-A-2 Middle Tier REMIC Interests.  Specifically, for each
                  such Interest Accrual Period, the MR-2-A-X Master REMIC Interest
                  is
                  entitled to (i) interest accruals on the MT-2-A-1A, MT-2-A-1B and
                  MT-2-A-1C Middle Tier REMIC Interests at a per annum rate equal
                  to the
                  Component Rate of the Class 2-A-1 IO Component for such Interest
                  Accrual
                  Period and (ii) interest accruals on the MT 2-A-2 Middle Tier REMIC
                  Interests at a per annum rate equal to the Component Rate of the
                  Class
                  2-A-2 IO Component for such Interest Accrual Period.  For the
                  Interest Accrual Period related to a Distribution Date after the
                  Weighted
                  Average Roll Date for Loan Group 2, the MR-2-A-X Master REMIC Interest
                  will be entitled to 0%.

              


      

       

      
        	
                (4)

              	
                For
                  each Interest Accrual Period starting with the Interest Accrual
                  Period
                  related to the first Distribution Date to and including the Interest
                  Accrual Period related to the Weighted Average Roll Date for Loan
                  Group 3,
                  the MR-3-A-X Master REMIC Interest is entitled to receive a specified
                  portion of the interest payable on the MT-3-A-1A, MT-3-A-1B, MT-3-A-1C
                  and
                  MT-3-A-2 Middle Tier REMIC Interests.  Specifically, for each
                  such Interest Accrual Period, the MR-3-A-X Master REMIC Interest
                  is
                  entitled to (i) interest accruals on the MT-3-A-1A, MT-3-A-1B and
                  MT-3-A-1C Middle Tier REMIC Interests at a per annum rate equal
                  to the
                  Component Rate of the Class 3-A-1 IO Component for such Interest
                  Accrual
                  Period and (ii) interest accruals on the MT 3-A-2 Middle Tier REMIC
                  Interests at a per annum rate equal to the Component Rate of the
                  Class
                  3-A-2 IO Component for such Interest Accrual Period.  For the
                  Interest Accrual Period related to a Distribution Date after the
                  Weighted
                  Average Roll Date for Loan Group 3, the MR-3-A-X Master REMIC Interest
                  will be entitled to 0%.

              


      

       

      
        	
                (5)

              	
                For
                  each Interest Accrual Period starting with the Interest Accrual
                  Period
                  related to the first Distribution Date to and including the Interest
                  Accrual Period related to the Weighted Average Roll Date for Loan
                  Group 4,
                  the MR-4-A-X Master REMIC Interest is entitled to receive a specified
                  portion of the interest payable on the MT-4-A-1A, MT-4-A-1B, MT-4-A-1C
                  and
                  MT-4-A-2 Middle Tier REMIC Interests.  Specifically, for each
                  such Interest Accrual Period, the MR-4-A-X Master REMIC Interest
                  is
                  entitled to (i)

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      interest
        accruals on the MT-4-A-1A, MT-4-A-1B and
        MT-4-A-1C Middle Tier REMIC Interests at a per annum rate equal to the Component
        Rate of the Class 4-A-1 IO Component for such Interest Accrual Period and
        (ii)
        interest accruals on the MT 4-A-2 Middle Tier REMIC Interests at a per annum
        rate equal to the Component Rate of the Class 4-A-2 IO Component for such
        Interest Accrual Period.  For the Interest Accrual Period related to a
        Distribution Date after the Weighted Average Roll Date for Loan Group 4,
        the
        MR-4-A-X Master REMIC Interest will be entitled to 0%.

       

      
        	
                (6)

              	
                For
                  each Interest Accrual Period, the interest rate for this Middle
                  Tier REMIC
                  Interest will be the Tax Subordinate Pass-Through
                  Rate.

              


      

       

      
        	
                (7)

              	
                This
                  class of Middle Tier REMIC Interest will be entitled to all amounts
                  payable with respect to the Class LTR-1-P Lower Tier REMIC
                  Interest.

              


      

       

      
        	
                (8)

              	
                This
                  class of Middle Tier REMIC Interest will be entitled to all amounts
                  payable with respect to the Class LTR-2-P Lower Tier REMIC
                  Interest.

              


      

       

      
        	
                (9)

              	
                This
                  class of Middle Tier REMIC Interest will be entitled to all amounts
                  payable with respect to the Class LTR-3-P Lower Tier REMIC
                  Interest.

              


      

       

      
        	
                (10)

              	
                This
                  class of Middle Tier REMIC Interest will be entitled to all amounts
                  payable with respect to the Class LTR-4-P Lower Tier REMIC
                  Interest.

              


      

       

      
        	
                (11)

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

              


      

       

      On
        each
        Distribution Date, interest shall be payable on the Middle Tier REMIC Interests
        according the formulas described above, and principal, Realized Losses and
        Subsequent Recoveries shall be allocated among the Middle Tier REMIC Interests
        in the same manner that such items are allocated among their corresponding
        Master REMIC Interests.

       

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

       

      
        	
                Master
                  REMIC Interests

              	
                Initial
                  Principal Balance

              	
                Interest
                  Rate

              	
                Possible
                  Corresponding ES Trust Certificate

              
	
                MR-1-A-1                          

              	
                $       53,550,000.00

              	
                (1)

              	
                Class
                  1-A-1

              
	
                MR-1-A-2                          

              	
                $         5,949,000.00

              	
                (2)

              	
                Class
                  1-A-2, Class A-5

              
	
                MR-1-A-1X

              	
                $       53,550,000
                  (3)

              	
                (4)

              	
                Class
                  1-A-1X

              
	
                MR-2-A-1A

              	
                $     130,078,000.00

              	
                (5)

              	
                Class
                  2-A-1A, Class A-1

              
	
                MR-2-A-1B

              	
                $       50,284,000.00

              	
                (5)

              	
                Class
                  2-A-1B, Class A-2, Class A-4

              
	
                MR-2-A-1C

              	
                $         5,587,000.00

              	
                (5)

              	
                Class
                  2-A-1C, Class A-3, Class A-4

              
	
                MR-2-A-2                          

              	
                $       20,661,000.00

              	
                (6)

              	
                Class
                  2-A-2, Class A-5

              
	
                MR-2-A-X                          

              	
                $    206,610,000
                  (3)

              	
                (7)

              	
                Class
                  2-A-X

              
	
                MR-3-A-1A

              	
                $     105,043,000.00

              	
                (8)

              	
                Class
                  3-A-1A, Class A-1

              


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                Master
                  REMIC Interests

              	
                Initial
                  Principal Balance

              	
                Interest
                  Rate

              	
                Possible
                  Corresponding ES Trust Certificate

              
	
                MR-3-A-1B

              	
                $       40,556,000.00

              	
                (8)

              	
                Class
                  3-A-1B, Class A-2, Class A-4

              
	
                MR-3-A-1C

              	
                $         4,506,000.00

              	
                (8)

              	
                Class
                  3-A-1C, Class A-3, Class A-4

              
	
                MR-3-A-2                          

              	
                $       16,678,000.00

              	
                (9)

              	
                Class
                  3-A-2, Class A-5

              
	
                MR-3-A-X                          

              	
                $    166,783,000
                  (3)

              	
                (10)

              	
                Class
                  3-A-X

              
	
                MR-4-A-1A

              	
                $       58,677,000.00

              	
                (11)

              	
                Class
                  4-A-1A, Class A-1

              
	
                MR-4-A-1B

              	
                $       22,690,000.00

              	
                (11)

              	
                Class
                  4-A-1B, Class A-2, Class A-4

              
	
                MR-4-A-1C

              	
                $         2,521,000.00

              	
                (11)

              	
                Class
                  4-A-1C, Class A-3, Class A-4

              
	
                MR-4-A-2                          

              	
                $         9,320,000.00

              	
                (12)

              	
                Class
                  4-A-2, Class A-5

              
	
                MR-4-A-1X

              	
                $      93,208,000
                  (3)

              	
                (13)

              	
                Class
                  4-A-1X

              
	
                MR-A-R                          

              	
                $                   100.00

              	
                (14)(15)

              	
                Class
                  A-R

              
	
                MR-M                          

              	
                $       12,039,000.00

              	
                (16)

              	
                Class
                  M

              
	
                MR-B-1                          

              	
                $         7,840,000.00

              	
                (16)

              	
                Class
                  B-1

              
	
                MR-B-2                          

              	
                $         5,040,000.00

              	
                (16)

              	
                Class
                  B-2

              
	
                MR-B-3                          

              	
                $           5,879,000.00

              	
                (16)

              	
                Class
                  B-3

              
	
                MR-B-4                          

              	
                $           1,960,000.00

              	
                (16)

              	
                Class
                  B-4

              
	
                MR-B-5                          

              	
                $           1,120,266.22

              	
                (16)

              	
                Class
                  B-5

              
	
                MR-1-P

              	
                $            100.00

              	
                (17)

              	
                Class
                  1-P

              
	
                MR-2-P

              	
                $            100.00

              	
                (18)

              	
                Class
                  2-P

              
	
                MR-3-P

              	
                $            100.00

              	
                (19)

              	
                Class
                  3-P

              
	
                MR-4-P

              	
                $            100.00

              	
                (20)

              	
                Class
                  4-P

              


      

       

      __________________________________________

      
        	
                (1)

              	
                The
                  interest rate for the MR-1-A-1 Master REMIC Interest for the Interest
                  Accrual Period for any Distribution Date will be a per annum rate
                  equal to
                  the Weighted Average Adjusted Net Mortgage Rate for Loan Group
                  1 and such
                  Distribution Date,minus
the
                  interest rate for the MR-1-A-1X Master REMIC Interest for such
                  Interest
                  Accrual Period.  The interest rate for the MR-1-A-1 Master REMIC
                  Interest for the Interest Accrual Period related to the first Distribution
                  Date will be 5.371191% per annum.

              


      

       

      
        	
                (2)

              	
                The
                  interest rate for the MR-1-A-2 Master REMIC Interest for the Interest
                  Accrual Period for any Distribution Date will be a per annum rate
                  equal to
                  the Weighted Average Adjusted Net Mortgage Rate for Loan Group
                  1 and such
                  Distribution Date.  The interest rate for the MR-1-A-2 Master
                  REMIC Interest for the Interest Accrual Period related to the first
                  Distribution Date will be 5.903774% per
                  annum.

              


      

       

      
        	
                (3)

              	
                This
                  Class of Master REMIC Interest has a notional principal balance
                  and will
                  bear interest on its notional principal
                  balance.

              


      

       

      
        	
                (4)

              	
                The
                  interest rate for the MR-1-A-1X Master REMIC Interest for the Interest
                  Accrual Period for any Distribution Date (x) on or prior to the
                  Weighted
                  Average Roll Date for 

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Loan
        Group 1 will be 0.532583% per annum, and (y)
        after the Weighted Average Roll Date for Loan Group 1, will be 0%.

       

      
        	
                (5)

              	
                The
                  interest rate for the MR-2-A-1A, MR-2-A-1B and MR-2-A-1C Master
                  REMIC
                  Interests for the Interest Accrual Period for any Distribution
                  Date will
                  be a per annum rate equal to the Weighted Average Adjusted Net
                  Mortgage
                  Rate for Loan Group 2 and such Distribution Date, minus the Component
                  Rate
                  for the Class 2-A-1 IO Component for such Interest Accrual
                  Period.  The interest rate for the MR-2-A-1A, MR-2-A-1B and
                  MR-2-A-1C Master REMIC Interests for the Interest Accrual Period
                  related
                  to the first Distribution Date will be 5.819860% per
                  annum.

              


      

       

      
        	
                (6)

              	
                The
                  interest rate for the MR-2-A-2 Master REMIC Interest for the Interest
                  Accrual Period for any Distribution Date will be a per annum rate
                  equal to
                  the Weighted Average Adjusted Net Mortgage Rate for Loan Group
                  2 and such
                  Distribution Date, minus the Component Rate for the Class 2-A-2
                  IO
                  Component for such Interest Accrual Period.  The interest rate
                  for the MR-2-A-2 Master REMIC Interest for the Interest Accrual
                  Period
                  related to the first Distribution Date will be
                  5.947243%.

              


      

       

      
        	
                (7)

              	
                The
                  interest rate for the MR-2-A-X Master REMIC Interest for the Interest
                  Accrual Period for any Distribution Date (x) on or prior to the
                  Weighted
                  Average Roll Date for Loan Group 2 will be a per annum rate equal
                  to the
                  weighted average of the Component Rates of the Class 2-A-1 IO and
                  Class
                  2-A-2 IO Components for such Interest Accrual Periods, weighted
                  on the
                  basis of their respective Component Notional Amounts, and (y) after
                  the
                  Weighted Average Roll Date for Loan Group 2, will be 0%. The interest
                  rate
                  for the MR-2-A-X Master REMIC Interest for the Interest Accrual
                  Period for
                  the first Distribution Date is 0.603381% per
                  annum.

              


      

       

      
        	
                (8)

              	
                The
                  interest rate for the MR-3-A-1A, MR-3-A-1B and MR-3-A-1C Master
                  REMIC
                  Interests for the Interest Accrual Period for any Distribution
                  Date will
                  be a per annum rate equal to the Weighted Average Adjusted Net
                  Mortgage
                  Rate for Loan Group 3 and such Distribution Date, minus the Component
                  Rate
                  for the Class 3-A-1 IO Component for such Interest Accrual
                  Period.  The interest rate for the MR-3-A-1A, MR-3-A-1B and
                  MR-3-A-1C Master REMIC Interests for the Interest Accrual Period
                  related
                  to the first Distribution Date will be 5.908254% per
                  annum.

              


      

       

      
        	
                (9)

              	
                The
                  interest rate for the MR-3-A-2 Master REMIC Interest for the Interest
                  Accrual Period for any Distribution Date will be a per annum rate
                  equal to
                  the Weighted Average Adjusted Net Mortgage Rate for Loan Group
                  3 and such
                  Distribution Date, minus the Component Rate for the Class 3-A-2
                  IO
                  Component for such Interest Accrual Period.  The interest rate
                  for the MR-3-A-2 Master REMIC Interest for the Interest Accrual
                  Period
                  related to the first Distribution Date will be
                  6.172304%.

              


      

       

      
        	
                (10)

              	
                The
                  interest rate for the MR-3-A-X Master REMIC Interest for the Interest
                  Accrual Period for any Distribution Date (x) on or prior to the
                  Weighted
                  Average Roll Date for Loan Group 3 will be a per annum rate equal
                  to the
                  weighted average of the Component Rates of the Class 3-A-1 IO and
                  Class
                  3-A-2 IO Components for such Interest Accrual Period, weighted
                  on the
                  basis of their respective Component Notional Amounts, and (y) after
                  the
                  Weighted Average Roll Date for Loan Group 3, will be 0%. The interest
                  rate
                  for 

              


      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      the
        MR-3-A-X Master REMIC Interest for the Interest
        Accrual Period for the first Distribution Date is 0.538826% per
        annum.

       

      
        	
                (11)

              	
                The
                  interest rate for the MR-4-A-1A, MR-4-A-1B and MR-4-A-1C Master
                  REMIC
                  Interests for the Interest Accrual Period for any Distribution
                  Date will
                  be a per annum rate equal to the Weighted Average Adjusted Net
                  Mortgage
                  Rate for Loan Group 4 and such Distribution Date, minus the Component
                  Rate
                  for the Class 4-A-1 IO Component for such Interest Accrual
                  Period.  The interest rate for the MR-4-A-1A, MR-4-A-1B and
                  MR-4-A-1C Master REMIC Interests for the Interest Accrual Period
                  related
                  to the first Distribution Date will be 5.997533% per
                  annum.

              


      

       

      
        	
                (12)

              	
                The
                  interest rate for the MR-4-A-2 Master REMIC Interest for the Interest
                  Accrual Period for any Distribution Date will be a per annum rate
                  equal to
                  the Weighted Average Adjusted Net Mortgage Rate for Loan Group
                  4 and such
                  Distribution Date, minus the Component Rate for the Class 4-A-2
                  IO
                  Component for such Interest Accrual Period.  The interest rate
                  for the MR-4-A-2 Master REMIC Interest for the Interest Accrual
                  Period
                  related to the first Distribution Date will be
                  6.390248%.

              


      

       

      
        	
                (13)

              	
                The
                  interest rate for the MR-4-A-X Master REMIC Interest for the Interest
                  Accrual Period for any Distribution Date (x) on or prior to the
                  Weighted
                  Average Roll Date for Loan Group 4 will be a per annum rate equal
                  to the
                  weighted average of the Component Rates of the Class 4-A-1 IO and
                  Class
                  4-A-2 IO Components for such Interest Accrual Period, weighted
                  on the
                  basis of their respective Component Notional Amounts, and (y) after
                  the
                  Weighted Average Roll Date for Loan Group 4, will be 0%. The interest
                  rate
                  for the MR-4-A-X Master REMIC Interest for the Interest Accrual
                  Period for
                  the first Distribution Date is 0.547292% per
                  annum.

              


      

       

      
        	
                (14)

              	
                The
                  interest rate for the MR-A-R Master REMIC Interest for the Interest
                  Accrual Period for any Distribution Date will be a per annum rate
                  equal to
                  the Weighted Average Adjusted Net Mortgage Rate for Loan Group
                  1 and such
                  Distribution Date.  The interest rate for the MR-A-R Master
                  REMIC Interest for the Interest Accrual Period related to the first
                  Distribution Date will be 5.903774% per
                  annum.

              


      

       

      
        	
                (15)

              	
                The
                  MR-A-R Master REMIC Interest represents the sole Class of residual
                  interest in the Master REMIC.

              


      

       

      
        	
                (16)

              	
                For
                  each Interest Accrual Period, the interest rate for this Master
                  REMIC
                  Interest will be the Tax Subordinate Pass-Through Rate.  The
                  interest rate for this Master REMIC Interest for the Interest Accrual
                  Period for the first Distribution Date is 6.413915% per
                  annum.

              


      

       

      
        	
                (17)

              	
                For
                  each Distribution Date, this class of Master REMIC Interest is
                  entitled to
                  all amounts payable with respect to the Class MTR-1-P Middle Tier
                  REMIC
                  Interest.

              


      

       

      
        	
                (18)

              	
                For
                  each Distribution Date, this class of Master REMIC Interest is
                  entitled to
                  all amounts payable with respect to the Class MTR-2-P Middle Tier
                  REMIC
                  Interest.

              


      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (19)

              	
                For
                  each Distribution Date, this class of Master REMIC Interest is
                  entitled to
                  all amounts payable with respect to the Class MTR-3-P Middle Tier
                  REMIC
                  Interest.

              


      

       

      
        	
                (20)

              	
                For
                  each Distribution Date, this class of Master REMIC Interest is
                  entitled to
                  all amounts payable with respect to the Class MTR-4-P Middle Tier
                  REMIC
                  Interest.

              


      

       

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

       

      
        	
                Class

                Designation

              	
                Initial
                  Maximum

                Class
                  Certificate

                Balance

              	
                Pass-

                Through

                Rate

              	
                Minimum

                Denomination

              	
                Integral

                Multiples
                  in

                Excess
                  of

                Minimum

              	
                Class
                  of

                Master

                REMIC

                Interests

                Represented

              
	
                Class
                  1-A-1

              	
                $53,550,000.00

              	
                (1)

              	
                $25,000

              	
                $1

              	
                MR-1-A-1

              
	
                Class
                  1-A-2

              	
                $5,949,000.00

              	
                (2)

              	
                $25,000

              	
                $1

              	
                MR-1-A-2

              
	
                Class
                  1-A-1X

              	
                $53,550,000
                  (3)

              	
                (4)

              	
                $25,000(5)

              	
                $1(5)

              	
                MR-1-A-1X

              
	
                Class
                  2-A-1A

              	
                $130,078,000.00

              	
                (6)

              	
                $25,000

              	
                $1

              	
                MR-2-A-1A

              
	
                Class
                  2-A-1B

              	
                $50,284,000.00

              	
                (6)

              	
                $25,000

              	
                $1

              	
                MR-2-A-1B

              
	
                Class
                  2-A-1C

              	
                $5,587,000.00

              	
                (6)

              	
                $25,000

              	
                $1

              	
                MR-2-A-1C

              
	
                Class
                  2-A-2

              	
                $20,661,000.00

              	
                (7)

              	
                $25,000

              	
                $1

              	
                MR-2-A-2

              
	
                Class
                  2-A-X

              	
                $206,610,000
                  (3)

              	
                (8)

              	
                $25,000(5)

              	
                $1(5)

              	
                MR-2-A-X

              
	
                Class
                  3-A-1A

              	
                $105,043,000.00

              	
                (9)

              	
                $25,000

              	
                $1

              	
                MR-3-A-1A

              
	
                Class
                  3-A-1B

              	
                $40,556,000.00

              	
                (9)

              	
                $25,000

              	
                $1

              	
                MR-3-A-1B

              
	
                Class
                  3-A-1C

              	
                $4,506,000.00

              	
                (9)

              	
                $25,000

              	
                $1

              	
                MR-3-A-1C

              
	
                Class
                  3-A-2

              	
                $16,678,000.00

              	
                (10)

              	
                $25,000

              	
                $1

              	
                MR-3-A-2

              
	
                Class
                  3-A-X

              	
                $166,783,000
                  (3)

              	
                (11)

              	
                $25,000(5)

              	
                $1(5)

              	
                MR-3-A-X

              
	
                Class
                  4-A-1A

              	
                $58,677,000.00

              	
                (12)

              	
                $25,000

              	
                $1

              	
                MR-4-A-1A

              
	
                Class
                  4-A-1B

              	
                $22,690,000.00

              	
                (12)

              	
                $25,000

              	
                $1

              	
                MR-4-A-1B

              
	
                Class
                  4-A-1C

              	
                $2,521,000.00

              	
                (12)

              	
                $25,000

              	
                $1

              	
                MR-4-A-1C

              
	
                Class
                  4-A-2

              	
                $9,320,000.00

              	
                (13)

              	
                $25,000

              	
                $1

              	
                MR-4-A-2

              
	
                Class
                  4-A-1X

              	
                $93,208,000
                  (3)

              	
                (14)

              	
                $25,000(5)

              	
                $1(5)

              	
                MR-4-A-1X

              
	
                Class
                  A-R(15)

              	
                $100.00

              	
                (16)

              	
                (15)

              	
                (15)

              	
                MR-A-R

              
	
                Class
                  A-1

              	
                $293,798,000

              	
                (17)

              	
                $25,000

              	
                $1

              	
                MR-2-A-1A,
                  MR-3-A-1A, MR-4-A-1A

              
	
                Class
                  A-2

              	
                $113,530,000

              	
                (18)

              	
                $25,000

              	
                $1

              	
                MR-2-A-1B,
                  MR-3-A-1B, MR-4-A-1B

              
	
                Class
                  A-3

              	
                $12,614,000

              	
                (19)

              	
                $25,000

              	
                $1

              	
                MR-2-A-1C,
                  MR-3-A-1C, MR-4-A-1C

              


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                Class

                Designation

              	
                Initial
                  Maximum

                Class
                  Certificate

                Balance

              	
                Pass-

                Through

                Rate

              	
                Minimum

                Denomination

              	
                Integral

                Multiples
                  in

                Excess
                  of

                Minimum

              	
                Class
                  of

                Master

                REMIC

                Interests

                Represented

              
	
                Class
                  A-4

              	
                $126,144,000

              	
                (20)

              	
                $25,000

              	
                $1

              	
                MR-2-A-1B,
                  MR-3-A-1B, MR-4-A-1B,

                MR-2-A-1C,
                  MR-3-A-1C, MR-4-A-1C

              
	
                Class
                  A-5

              	
                $52,608,000

              	
                (21)

              	
                $25,000

              	
                $1

              	
                MR-1-A-2,
                  MR-2-A-2, MR-3-A-2, MR-4-A-2

              
	
                Class
                  M

              	
                $12,039,000.00

              	
                (22)

              	
                $25,000

              	
                $1

              	
                MR-M

              
	
                Class
                  B-1

              	
                $7,840,000.00

              	
                (22)

              	
                $25,000

              	
                $1

              	
                MR-B-1

              
	
                Class
                  B-2

              	
                $5,040,000.00

              	
                (22)

              	
                $25,000

              	
                $1

              	
                MR-B-2

              
	
                Class
                  B-3

              	
                $5,879,000.00

              	
                (22)

              	
                $100,000

              	
                $1

              	
                MR-B-3

              
	
                Class
                  B-4

              	
                $1,960,000.00

              	
                (22)

              	
                $100,000

              	
                $1

              	
                MR-B-4

              
	
                Class
                  B-5

              	
                $1,120,266.22

              	
                (22)

              	
                $100,000

              	
                $1

              	
                MR-B-5

              
	
                Class
                  1-P

              	
                $100.00
                  (23)

              	
                (24)

              	
                (25)

              	
                (25)

              	
                MR-1-P

              
	
                Class
                  2-P

              	
                $100.00
                  (23)

              	
                (24)

              	
                (25)

              	
                (25)

              	
                MR-2-P

              
	
                Class
                  3-P

              	
                $100.00
                  (23)

              	
                (24)

              	
                (25)

              	
                (25)

              	
                MR-3-P

              
	
                Class
                  4-P

              	
                $100.00
                  (23)

              	
                (24)

              	
                (25)

              	
                (25)

              	
                MR-4-P

              


      

       

      __________________________________________

      
        	
                (1)

              	
                The
                  Pass-Through Rate for the Class 1-A-1 Certificates for the Interest
                  Accrual Period for any Distribution Date will be a per annum rate
                  equal to
                  the Weighted Average Adjusted Net Mortgage Rate for Loan Group
                  1 and such
                  Distribution Date,
                  minus the Pass-Through Rate of the Class 1-A-1X
                  Certificates for such Interest Accrual Period.  The Pass-Through
                  Rate for the Class 1-A-1 Certificates for the Interest Accrual
                  Period for
                  the first Distribution Date will be 5.371191% per
                  annum.

              


      

       

      
        	
                (2)

              	
                The
                  Pass-Through Rate for the Class 1-A-2 Certificates for the Interest
                  Accrual Period for any Distribution Date will be a per annum rate
                  equal to
                  the Weighted Average Adjusted Net Mortgage Rate for Loan Group
                  1 and such
                  Distribution Date.  The Pass-Through Rate for the Class 1-A-2
                  Certificates for the Interest Accrual Period for the first Distribution
                  Date will be 5.903774% per annum.

              


      

       

      
        	
                (3)

              	
                This
                  Class of Certificates is a Class of Notional Amount Certificates
                  and will
                  bear interest on its Notional
                  Amount.

              


      

       

      
        	
                (4)

              	
                The
                  Pass-Through Rate for the Class 1-A-1X Certificates for the Interest
                  Accrual Period for any Distribution Date (x) on or prior to the
                  Weighted
                  Average Roll Date for Loan Group 1 will be 0.532583% per annum,
                  and (y)
                  after the Weighted Average Roll Date for Loan Group 1, will be
                  0%.

              


      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (5)

              	
                Based
                  on the Notional Amount of such
                  Class.

              


      

       

      
        	
                (6)

              	
                The
                  Pass-Through Rate for this Class of Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will be a per annum rate equal
                  to the
                  Weighted Average Adjusted Net Mortgage Rate for Loan Group 2 and
                  such
                  Distribution Date, minus the Component Rate for the Class 2-A-1
                  IO
                  Component for such Interest Accrual Period.  The Pass-Through
                  Rate for this Class of Certificates for the Interest Accrual Period
                  for
                  the first Distribution Date will be 5.819860% per
                  annum.

              


      

       

      
        	
                (7)

              	
                The
                  Pass-Through Rate for the Class 2-A-2 Certificates for the Interest
                  Accrual Period for any Distribution Date will be a per annum rate
                  equal to
                  the Weighted Average Adjusted Net Mortgage Rate for Loan Group
                  2 and such
                  Distribution Date, minus the Component Rate for the Class 2-A-2
                  IO
                  Component for such Interest Accrual Period.  The Pass-Through
                  Rate for the Class 2-A-2 Certificates for the Interest Accrual
                  Period for
                  the first Distribution Date will be 5.947243% per
                  annum.

              


      

       

      
        	
                (8)

              	
                The
                  Pass-Through Rate for the Class 2-A-X Certificates for the Interest
                  Accrual Period for any Distribution Date (x) on or prior to the
                  Weighted
                  Average Roll Date for Loan Group 2 will be a per annum rate equal
                  to the
                  weighted average of the Component Rates of the Class 2-A-1 IO and
                  Class
                  2-A-2 IO Components for such Interest Accrual Period, weighted
                  on the
                  basis of their respective Component Notional Amounts, and (y) after
                  the
                  Weighted Average Roll Date for Loan Group 2, will be 0%. The Pass-Through
                  Rate for the Class 2-A-X Certificates for the Interest Accrual
                  Period for
                  the first Distribution Date is 0.603381% per
                  annum.

              


      

       

      
        	
                (9)

              	
                The
                  Pass-Through Rate for this Class of Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will be a per annum rate equal
                  to the
                  Weighted Average Adjusted Net Mortgage Rate for Loan Group 3 and
                  such
                  Distribution Date, minus the Component Rate for the Class 3-A-1
                  IO
                  Component for such Interest Accrual Period.  The Pass-Through
                  Rate for this Class of Certificates for the Interest Accrual Period
                  for
                  the first Distribution Date will be 5.908254% per
                  annum.

              


      

       

      
        	
                (10)

              	
                The
                  Pass-Through Rate for the Class 3-A-2 Certificates for the Interest
                  Accrual Period for any Distribution Date will be a per annum rate
                  equal to
                  the Weighted Average Adjusted Net Mortgage Rate for Loan Group
                  3 and such
                  Distribution Date, minus the Component Rate for the Class 3-A-2
                  IO
                  Component for such Interest Accrual Period.  The Pass-Through
                  Rate for the Class 3-A-2 Certificates for the Interest Accrual
                  Period for
                  the first Distribution Date will be 6.172304% per
                  annum.

              


      

       

      
        	
                (11)

              	
                The
                  Pass-Through Rate for the Class 3-A-X Certificates for the Interest
                  Accrual Period for any Distribution Date (x) on or prior to the
                  Weighted
                  Average Roll Date for Loan Group 3 will be a per annum rate equal
                  to the
                  weighted average of the Component Rates of the Class 3-A-1 IO and
                  Class
                  3-A-2 IO Components for such Interest Accrual Period, weighted
                  on the
                  basis of their respective Component Notional Amounts, and (y) after
                  the
                  Weighted Average Roll Date for Loan Group 3, will be 0%. The Pass-Through
                  Rate for the Class 3-A-X Certificates for the Interest Accrual
                  Period for
                  the first Distribution Date is 0.538826% per
                  annum.

              


      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (12)

              	
                The
                  Pass-Through Rate for this Class of Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will be a per annum rate equal
                  to the
                  Weighted Average Adjusted Net Mortgage Rate for Loan Group 4 and
                  such
                  Distribution Date, minus the Component Rate for the Class 4-A-1
                  IO
                  Component for such Interest Accrual Period.  The Pass-Through
                  Rate for this Class of Certificates for the Interest Accrual Period
                  for
                  the first Distribution Date will be 5.997533% per
                  annum.

              


      

       

      
        	
                (13)

              	
                The
                  Pass-Through Rate for the Class 4-A-2 Certificates for the Interest
                  Accrual Period for any Distribution Date will be a per annum rate
                  equal to
                  the Weighted Average Adjusted Net Mortgage Rate for Loan Group
                  4 and such
                  Distribution Date, minus the Component Rate for the Class 4-A-2
                  IO
                  Component for such Interest Accrual Period.  The Pass-Through
                  Rate for the Class 4-A-2 Certificates for the Interest Accrual
                  Period for
                  the first Distribution Date will be 6.390248% per
                  annum.

              


      

       

      
        	
                (14)

              	
                The
                  Pass-Through Rate for the Class 4-A-X Certificates for the Interest
                  Accrual Period for any Distribution Date (x) on or prior to the
                  Weighted
                  Average Roll Date for Loan Group 4 will be a per annum rate equal
                  to the
                  weighted average of the Component Rates of the Class 4-A-1 IO and
                  Class
                  4-A-2 IO Components for such Interest Accrual Period, weighted
                  on the
                  basis of their respective Component Notional Amounts, and (y) after
                  the
                  Weighted Average Roll Date for Loan Group 4, will be 0%. The Pass-Through
                  Rate for the Class 4-A-X Certificates for the Interest Accrual
                  Period for
                  the first Distribution Date is 0.547292% per
                  annum.

              


      

       

      
        	
                (15)

              	
                The
                  Class A-R Certificates will be issued as two separate certificates,
                  one
                  with an initial Certificate Balance of $99.99 and the Tax Matters
                  Person
                  Certificate with an initial Certificate Balance of
                  $.01.

              


      

       

      
        	
                (16)

              	
                The
                  Pass-Through Rate for the Class A-R Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will be a per annum rate equal
                  to the
                  Weighted Average Adjusted Net Mortgage Rate for Loan Group 1 and
                  such
                  Distribution Date.  The Pass-Through Rate for the Class A-R
                  Certificates for the Interest Accrual Period for the first Distribution
                  Date will be 5.903774% per annum.

              


      

       

      
        	
                (17)

              	
                The
                  Pass-Through Rate for the Class A-1 Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will be a per annum rate equal
                  to the
                  weighted average interest rate of the MR-2-A-1A, MR-3-A-1A and
                  MR-4-A-1A
                  Master REMIC Interests for that Interest Accrual Period. The Pass-Through
                  Rate for the Class A-1 Certificates for the Interest Accrual Period
                  for
                  the first Distribution Date is 5.886949% per
                  annum.

              


      

       

      
        	
                (18)

              	
                The
                  Pass-Through Rate for the Class A-2 Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will be a per annum rate equal
                  to the
                  weighted average interest rate of the MR-2-A-1B, MR-3-A-1B and
                  MR-4-A-1B
                  Master REMIC Interests for that Interest Accrual Period. The Pass-Through
                  Rate for the Class A-2 Certificates for the Interest Accrual Period
                  for
                  the first Distribution Date is 5.886946% per
                  annum.

              


      

       

      
        	
                (19)

              	
                The
                  Pass-Through Rate for the Class A-3 Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will be a per annum rate equal
                  to the
                  weighted average interest rate of the MR-2-A-1C, MR-3-A-1C and
                  MR-4-A-1C
                  Master REMIC Interests for that 

              


      

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Interest
        Accrual Period. The Pass-Through Rate for
        the Class A-3 Certificates for the Interest Accrual Period for the first
        Distribution Date is 5.886946% per annum.

       

      
        	
                (20)

              	
                The
                  Pass-Through Rate for the Class A-4 Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will be a per annum rate equal
                  to the
                  weighted average interest rate of the MR-2-A-1B, MR-2-A-1C, MR-3-A-1B,
                  MR-3-A-1C, MR-4-A-1B and MR-4-A-1C Master REMIC Interests for that
                  Interest Accrual Period. The Pass-Through Rate for the Class A-4
                  Certificates for the Interest Accrual Period for the first Distribution
                  Date is 5.886946% per annum

              


      

       

      
        	
                (21)

              	
                The
                  Pass-Through Rate for the Class A-5 Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will be a per annum rate equal
                  to the
                  weighted average interest rate of the MR-1-A-2, MR-2-A-2, MR-3-A-2
                  and
                  MR-4-A-2 Master REMIC Interests for that Interest Accrual Period.
                  The
                  Pass-Through Rate for the Class A-5 Certificates for the Interest
                  Accrual
                  Period for the first Distribution Date is 6.092160% per
                  annum.

              


      

       

      
        	
                (22)

              	
                The
                  Pass-Through Rate for this Class of Certificates for the Interest
                  Accrual
                  Period for any Distribution Date will be the Tax Subordinate Pass-Through
                  Rate.  The Pass-Through Rate for this Class of Certificates for
                  the Interest Accrual Period for the first Distribution Date is
                  6.413915%
                  per annum.

              


      

       

      
        	
                (23)

              	
                The
                  Class 1-P, Class 2-P, Class 3-P and Class 4-P Certificates also
                  has a
                  notional amount equal to the aggregate Stated Principal Balance
                  as of the
                  Cut-off Date of the Mortgage Loans in Loan Group 1, 2, 3 and 4,
                  respectively, that require the payment of a Prepayment
                  Charge.

              


      

       

      
        	
                (24)

              	
                This
                  Class of Certificates will not be entitled to any interest, but
                  will be
                  entitled to 100% of any Prepayment Charge Amount for the related
                  Loan
                  Group.

              


      

       

      
        	
                (25)

              	
                The
                  minimum denomination for this Class of Certificates is a 20% Percentage
                  Interest.  Any Percentage Interest in excess of 20% is an
                  authorized denomination.

              


      

       

       

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

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


       

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

       

      
        	
                Accretion
                  Directed Certificates

              	
                None.

              
	
                Accrual
                  Certificates

              	
                None.

              
	
                Accrual
                  Components

              	
                None.

              
	
                Book-Entry
                  Certificates.

              	
                All
                  Classes of Certificates other than the Physical
                  Certificates.

              
	
                COFI
                  Certificates.

              	
                None.

              
	
                Component
                  Certificates

              	
                Class
                  2-A-X, Class 3-A-X and Class 4-A-X Certificates.

              
	
                Components

              	
                Class
                  2-A-1 IO, Class 2-A-2 IO, Class 3-A-1 IO, Class 3-A-2 IO, Class
                  4-A-1 IO
                  and Class 4-A-2 IO Components.

              
	
                Delay
                  Certificates

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

              
	
                Depositable
                  Certificates

              	
                Class
                  1-A-2, Class 2-A-1A, Class 2-A-1B, Class 2-A-1C, Class 2-A-2, Class
                  3-A-1A, Class 3-A-1B, Class 3-A-1C, Class 3-A-2, Class 4-A-1A,
                  Class
                  4-A-1B, Class 4-A-1C,  and Class 4-A-2
                  Certificates.

              
	
                ERISA-Restricted
                  Certificates.

              	
                The
                  Residual Certificates, the Private Certificates and, until they
                  have been
                  the subject of an ERISA Qualifying Underwriting, the Offered Certificates
                  (other than the Class 2-A-1A, Class 3-A-1A, Class 4-A-1A and Class
                  A-1
                  Certificates), and any Certificate that does not have or no longer
                  has a
                  rating of at least BBB- or its equivalent from at least one Rating
                  Agency.

              
	 	 
	
                Exchangeable
                  Certificates

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

              
	
                Group
                  1 Senior Certificates

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

              
	 	 
	
                Group
                  2 Senior Certificates

              	
                Class
                  2-A-1A, Class 2-A-1B, Class 2-A-1C, Class 2-A-2 and Class 2-A-X
                  Certificates.

              


      

      



      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      


      
        	
                Group
                  3 Senior Certificates

              	
                Class
                  3-A-1A, Class 3-A-1B, Class 3-A-1C, Class 3-A-2 and Class 3-A-X
                  Certificates.

              
	 	 
	
                Group
                  4 Senior Certificates

              	
                Class
                  4-A-1A, Class 4-A-1B, Class 4-A-1C, Class 4-A-2 and Class 4-A-X
                  Certificates.

              
	 	 
	
                LIBOR
                  Certificates

              	
                None.

              
	
                Non-Delay
                  Certificates

              	
                None.

              
	 	 
	
                Notional
                  Amount Certificates.

              	
                Class
                  1-A-1X, Class 2-A-X, Class 3-A-X and Class 4-A-X
                  Certificates.

              
	 	 
	
                Offered
                  Certificates

              	
                All
                  Classes of Certificates other than the Private
                  Certificates.

              
	
                Physical
                  Certificates

              	
                Private
                  Certificates and the Residual Certificates.

              
	
                Planned
                  Principal Classes

              	
                None.

              
	
                Planned
                  Principal Components

              	
                None.

              
	 	 
	
                Private
                  Certificates

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

              
	
                Rating
                  Agencies.

              	
                S&P
                  and Moody’s.

              
	
                Regular
                  Certificates

              	
                All
                  Classes of Certificates, other than the Residual
                  Certificates.

              
	
                Residual
                  Certificates

              	
                Class
                  A-R Certificates.

              
	
                Senior
                  Certificate Group

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

              
	
                Senior
                  Certificates

              	
                Class
                  1-A-1, Class 1-A-2, Class 1-A-1X, Class 2-A-1A, Class 2-A-1B, Class
                  2-A-1C, Class 2-A-2, Class 2-A-X, Class 3-A-1A, Class 3-A-1B, Class
                  3-A-1C, Class 3-A-2, Class 3-A-X, Class 4-A-1A, Class 4-A-1B, Class
                  4-A-1C, Class 4-A-2, Class 4-A-X and Class A-R
                  Certificates.

              
	
                Subordinated
                  Certificates

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

              


      

      



      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      


      
        	
                Underwriter

              	
                Countrywide
                  Securities Corporation.

              


      

      


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

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      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:

       

      Account:  Any
        Escrow Account, the Certificate Account, the Distribution Account, the
        Exchangeable Certificates Distribution Account or any other account related
        to
        the Trust Fund or the Mortgage Loans.

       

      Accretion
        Directed Certificates:  As specified in the Preliminary
        Statement.

       

      Accretion
        Direction Rule:  Not applicable.

       

      Accrual
        Amount:  Not applicable.

       

      Accrual
        Certificates:  As specified in the Preliminary
        Statement.

       

      Accrual
        Components:  As specified in the Preliminary
        Statement.

       

      Accrual
        Termination Date:  Not applicable.

       

      Additional
        Designated Information:  As defined in Section 11.02.

       

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

       

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

       

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

       

      Advance:  As
        to a Loan Group, the payment required to be made by the Master Servicer with
        respect to any Distribution Date pursuant to Section 4.01, the amount of
        any
        such payment being equal to the aggregate of payments of principal and interest
        (net of the Master Servicing Fee) on the Mortgage Loans in such Loan Group
        that
        were due on the related Due Date and not received by the Master Servicer
        as of
        the close of business on the related Determination Date, together with an
        amount
        equivalent to interest on each Mortgage Loan as to which the related Mortgaged
        Property is an REO Property net of any net income with respect to such REO
        Property, less the aggregate amount of any such delinquent payments that
        the
        Master Servicer has determined would constitute a Nonrecoverable Advance
        if
        advanced.

       

      Aggregate
        Subordinated Percentage:  As to any Distribution Date, the
        fraction, expressed as a percentage, the numerator of which is the aggregate
        Class Certificate Balance of the 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      Subordinated
        Certificates immediately prior to such Distribution Date and the denominator
        of
        which is the aggregate Stated Principal Balance of all the Mortgage Loans
        as of
        the Due Date in the month preceding the month of such Distribution Date (after
        giving effect to Principal Prepayments received in the Prepayment Period
        related
        to such Due Date).

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

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

       

      Available
        Funds:  As to any Distribution Date and each Loan Group, the sum
        of (a) the aggregate amount held in the Certificate Account at the close of
        business on the related Determination Date in respect of the related Mortgage
        Loans pursuant to Section 3.05(b) net of the related Amount Held for Future
        Distribution, net of Prepayment Charges, and net of amounts permitted to
        be
        withdrawn from the Certificate Account pursuant to clauses (i) – (viii),
        inclusive, of Section 3.08(a) in respect of the Mortgage Loans in that Loan
        Group and amounts permitted to be withdrawn from the Distribution Account
        pursuant to clauses (i) - (v), inclusive, of Section 3.08(b) in respect of
        the
        Mortgage Loans in that Loan Group, (b) the amount of the related Advance,
        (c) in
        connection with Defective Mortgage Loans in such Loan Group, as applicable,
        the
        aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited
        on the related Distribution Account Deposit Date and (d) the Transfer Payment
        Received for such Loan Group less the Transfer Payment Made for such Loan
        Group;
        provided, however, that on the third Senior Termination Date, Available Funds
        with respect to the Loan Group relating to the remaining Senior Certificate
        Group shall include the Available Funds from the other Loan Groups after
        all
        distributions are made on the Senior Certificates of the other Senior
        Certificate Groups and on any Distribution Date thereafter, Available Funds
        shall be calculated based on all the Mortgage Loans in the Mortgage Pool,
        as
        opposed to the Mortgage Loans in the related Loan Group.  The Holders
        of the Class 1-P, Class 2-P, Class 3-P and Class 4-P Certificates will be
        entitled to all Prepayment Charges received on the Mortgage Loans in Loan
        Groups
        1, 2, 3 and 4, respectively, and such amounts will not be available for
        distribution to the Holders of any other Class of Certificates.

       

      Bankruptcy
        Code:  Title 11 of the United States Code, as
        amended.

       

      Benefit
        Plan Opinion:  As defined in Section 5.02(b).

       

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

       

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

       

      Calculation
        Rate: For each Distribution Date, in the case of the Class A and Class B
        Lower Tier REMIC Interests, the product of (i) 10 and (ii) the weighted average
        rate of the outstanding Class A and Class B Interests, treating each Class
        A
        Interest as having an interest rate of 0.00%.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      Capitalized
        Advance: With respect to any Mortgage Loan, the amount of any Advance or
        Servicing Advance that was made after the Closing Date and added to the unpaid
        principal balance of that Mortgage Loan in connection with a modification
        of the
        related Mortgage Note.

       

      Capitalized
        Interest Account:  Not applicable.

       

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

       

      Certificate
        Account:  The separate Eligible Account or Accounts created and
        maintained by the Master Servicer pursuant to Section 3.05 with a
        depository institution, initially Countrywide Bank, F.S.B., in the name of
        the
        Master Servicer for the benefit of the Trustee on behalf of Certificateholders
        and designated “Countrywide Home Loans Servicing LP in trust for the registered
        holders of CHL Mortgage Pass-Through Trust 2007-HY7, Mortgage Pass-Through
        Certificates Series 2007-HY7.”

       

      Certificate
        Balance:  With respect to any Certificate, other than a Notional
        Amount Certificate, at any date, the maximum dollar amount of principal to
        which
        the Holder thereof is then entitled under this Agreement, such amount being
        equal to the Denomination of that Certificate (A) plus any increase in the
        Certificate Balance of such Certificate pursuant to Section 4.02 due to the
        receipt of Subsequent Recoveries (B) minus the sum of (i) all
        distributions of principal previously made with respect to that Certificate
        and
        (ii) all Realized Losses allocated to that Certificate and, in the case of
        any Subordinated Certificates, all other reductions in Certificate Balance
        previously allocated to that Certificate pursuant to Section 4.04 without
        duplication.  The Notional Amount Certificates have no Certificate
        Balances.

       

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

       

      Certificate
        Register:  The register maintained pursuant to
        Section 5.02.

       

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

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      Certification
        Party:  As defined in Section 11.05.

       

      Certifying
        Person:  As defined in Section 11.05.

       

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

       

      Class
        2-A-1B/C Payment Amount:  With respect to any Distribution Date,
        the product of (i) the number of months from the month of the Closing Date
        to
        the month of such Distribution Date, (ii) the aggregate Class Certificate
        Balance of the Class 2-A-1B and Class 2-A-1C Certificates immediately prior
        to
        such Distribution Date and (iii) 0.09%.

       

      Class
        2-A-2 Percentage:  With respect to any Distribution Date, 100%
        minus the Group 2 Percentage for such Distribution Date.

       

      Class
        3-A-1B/C Payment Amount:  With respect to any Distribution Date,
        the product of (i) the number of months from the month of the Closing Date
        to
        the month of such Distribution Date, (ii) the aggregate Class Certificate
        Balance of the Class 3-A-1B and Class 3-A-1C Certificates immediately prior
        to
        such Distribution Date and (iii) 0.09%.

       

      Class
        3-A-2 Percentage:  With respect to any Distribution Date, 100%
        minus the Group 3 Percentage for such Distribution Date.

       

      Class
        4-A-1B/C Payment Amount:  With respect to any Distribution Date,
        the product of (i) the number of months from the month of the Closing Date
        to
        the month of such Distribution Date, (ii) the aggregate Class Certificate
        Balance of the Class 4-A-1B and Class 4-A-1C Certificates immediately prior
        to
        such Distribution Date and (iii) 0.09%.

       

      Class
        4-A-2 Percentage:  With respect to any Distribution Date will
        equal 100% minus the Group 4 Percentage for such Distribution Date.

       

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

       

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

       

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

       

      Class
        P Certificates:  The Class 1-P, Class 2-P, Class 3-P and Class 4-P
        Certificates.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      Class
        P Principal Distribution Date:  For any Class of Class P
        Certificates, the first Distribution Date that occurs after the end of the
        latest Prepayment Charge Period for all Mortgage Loans in the related Loan
        Group
        that have a Prepayment Charge.

       

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

       

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

       

      Closing
        Date:  October 30, 2007.

       

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

       

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

       

      COFI
        Certificates:  As specified in the Preliminary
        Statement.

       

      Combination
        Group:  Each Class of Depositable Certificates and each Class of
        Exchangeable Certificates included within any particular “Combination” specified
        in Schedule VII.

       

      Commission:  The
        U.S. Securities and Exchange Commission.

       

      Compensating
        Interest:  As to any Distribution Date and Loan Group, an amount
        equal to one-half of the Master Servicing Fee for the related Loan Group
        for
        such Distribution Date.

       

      Component:  As
        specified in the Preliminary Statement.

       

      Component
        Notional Amount: For the Class 2-A-1 IO Component and any date (i) prior to
        and including the last day of the Interest Accrual Period for the Weighted
        Average Roll Date for Loan Group 2, the aggregate Class Certificate Balance
        of
        the Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates, and (ii) after
        the
        last day of such Interest Accrual Period, $0.

       

      For
        the
        Class 2-A-2 IO Component and any date (i) prior to and including the last
        day of
        the Interest Accrual Period for the Weighted Average Roll Date for Loan Group
        2,
        the Class Certificate Balance of the Class 2-A-2 Certificates, and (ii) after
        the last day of such Interest Accrual Period, $0.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      For
        the
        Class 3-A-1 IO Component and any date (i) prior to and including the last
        day of
        the Interest Accrual Period for the Weighted Average Roll Date for Loan Group
        3,
        the aggregate Class Certificate Balance of the Class 3-A-1A, Class 3-A-1B
        and
        Class 3-A-1C Certificates, and (ii) after the last day of such Interest Accrual
        Period, $0.

       

      For
        the
        Class 3-A-2 IO Component and any date (i) prior to and including the last
        day of
        the Interest Accrual Period for the Weighted Average Roll Date for Loan Group
        3,
        the Class Certificate Balance of the Class 3-A-2 Certificates, and (ii) after
        the last day of such Interest Accrual Period, $0.

       

      For
        the
        Class 4-A-1 IO Component and any date (i) prior to and including the last
        day of
        the Interest Accrual Period for the Weighted Average Roll Date for Loan Group
        4,
        the aggregate Class Certificate Balance of the Class 4-A-1A, Class 4-A-1B
        and
        Class 4-A-1C Certificates, and (ii) after the last day of such Interest Accrual
        Period, $0.

       

      For
        the
        Class 4-A-2 IO Component and any date (i) prior to and including the last
        day of
        the Interest Accrual Period for the Weighted Average Roll Date for Loan Group
        4,
        the Class Certificate Balance of the Class 4-A-2 Certificates, and (ii) after
        the last day of such Interest Accrual Period, $0.

       

      Component
        Rate: For each Component for the Interest Accrual Period for any
        Distribution Date (x) on or prior to the related Weighted Average Roll Date,
        the
        applicable per annum rate set forth in the table below and (y) after the
        related
        Weighted Average Roll Date, 0%.

       

      
        	
                
                  Designation

                

              	 	
                
                  Component

                  Rate

                

              
	
                Class
                  2-A-1 IO Component

              	 	
                0.616119%

              
	
                Class
                  2-A-2 IO Component

              	 	
                0.488736%

              
	
                Class
                  3-A-1 IO Component

              	 	
                0.565231%

              
	
                Class
                  3-A-2 IO Component

              	 	
                0.301181%

              
	
                Class
                  4-A-1 IO Component

              	 	
                0.586560%

              
	
                Class
                  4-A-2 IO Component

              	 	
                0.193845%

              


      

      


      


      Coop
        Shares: Shares issued by a Cooperative Corporation.

       

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

       

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

       

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

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

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

       

      Corporate
        Trust Office:  The designated office of the Trustee in the State
        of New York at which at any particular time its corporate trust business
        with
        respect to this Agreement shall be administered, which office at the date
        of the
        execution of this Agreement is located at 101 Barclay Street, 4W, New York,
        New
        York 10286 (Attn:  Mortgage-Backed Securities Group, CHL Mortgage
        Pass-Through Trust 2007-HY7), facsimile no. (212) 815-3986, and which is
        the
        address to which notices to and correspondence with the Trustee should be
        directed.

       

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

       

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

       

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

       

      Covered
        Certificates: Not applicable.

       

      Cross-Over
        Situation: For any Distribution Date and for each Loan Group (after taking
        into account principal distributions on such Distribution Date) with respect
        to
        the Class A and Class B Lower Tier REMIC Interests, a situation in which
        the
        Class A and Class B Interests corresponding to any Loan Group are in the
        aggregate less than 1% of the Subordinated Portion of the Loan Group to which
        they correspond.

       

      Cut-off
        Date: For each Mortgage Loan, the later of October 1, 2007 and the date of
        origination for that Mortgage Loan.

       

      Cut-off
        Date Pool Principal Balance: $559,978,366.22.

       

      Cut-off
        Date Principal Balance:  As to any Mortgage Loan, the Stated
        Principal Balance thereof as of the close of business on the Cut-off
        Date.

       

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

       

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

       

      Deficient
        Valuation:  With respect to any Mortgage Loan, a valuation by a
        court of competent jurisdiction of the Mortgaged Property in an amount less
        than
        the then-outstanding indebtedness under the Mortgage Loan, or any reduction
        in
        the amount of principal to be paid in connection with any Scheduled Payment
        that
        results in a permanent forgiveness of principal,

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      which
        valuation or reduction results from an order of such court which is final
        and
        non-appealable in a proceeding under the Bankruptcy Code.

       

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

       

      Delay
        Certificates: As specified in the Preliminary Statement.

       

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

       

      Delay
        Delivery Mortgage Loans:  The Mortgage Loans for which all or a
        portion of a related Mortgage File is not delivered to Trustee on the Closing
        Date.  The number of Delay Delivery Mortgage Loans in any Loan Group
        conveyed on the Closing Date shall not exceed 50% of the aggregate number
        of
        Mortgage Loans in such Loan Group.  To the extent that Countrywide
        Servicing shall be in possession of any Mortgage Files with respect to any
        Delay
        Delivery Mortgage Loan, until delivery of such Mortgage File to the Trustee
        as
        provided in Section 2.01, Countrywide Servicing shall hold such files as
        Master
        Servicer hereunder, as agent and in trust for the Trustee.

       

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

       

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

       

      Depsositable
        Certificates:  As specified in the Preliminary
        Statement.

       

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

       

      Depository:  The
        initial Depository shall be The Depository Trust Company, the nominee of
        which
        is CEDE & Co., as the registered Holder of the Book-Entry
        Certificates.  The Depository shall at all times be a “clearing
        corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial
        Code of the State of New York.

       

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

       

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

       

      Distribution
        Account:  The separate Eligible Account created and maintained by
        the Trustee pursuant to Section 3.05(d) in the name of the Trustee for the
        benefit of the Certificateholders and designated “The Bank of New York in trust
        for registered holders of CHL 

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      Mortgage
        Pass-Through Trust 2007-HY7, Mortgage Pass-Through Certificates, Series
        2007-HY7.”  Funds in the Distribution Account shall be held in trust
        for the Certificateholders for the uses and purposes set forth in this
        Agreement.

       

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

       

      Distribution
        Date:  The 25th day
        of each
        calendar month, or if the 25th day is
        not a
        Business Day, the next Business Day commencing in November 2007.

       

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

       

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

       

      EDGAR:  The
        Commission’s Electronic Data Gathering, Analysis and Retrieval
        system.

       

      Eligible
        Account:  Any of (i) an account or accounts maintained with a
        federal or state chartered depository institution or trust company the
        short-term unsecured debt obligations of which (or, in the case of a depository
        institution or trust company that does not have the requisite ratings and
        is the
        principal subsidiary of a holding company, the debt obligations of such holding
        company) have (a) the highest short-term ratings of Moody’s or Fitch and (b) (1)
        if such Eligible Account is not the Pre-Funding Account or the Capitalized
        Interest Account, one of the two highest short-term ratings of S&P (or, if
        such entity does not have a short-term rating from S&P, the long-term
        unsecured and unsubordinated debt obligations of such entity have a rating
        from
        S&P of at least “BBB+”) and (2) if such Eligible Account is the Pre-Funding
        Account or the Capitalized Interest Account, the highest short-term ratings
        of
        S&P (or, if such entity does not have a short-term rating from S&P, the
        long-term unsecured and unsubordinated debt obligations of such entity have
        a
        rating from S&P of at least “A+”) (ii) a segregated trust account or
        accounts maintained with the corporate trust department of a federal or state
        chartered depository institution subject to regulations regarding fiduciary
        funds on deposit similar to Title 12 of the Code of Federal Regulations,
        Chapter
        I, Part 9, Section 9.10(b), which has corporate trust powers, acting in its
        fiduciary capacity or (iii) any other account acceptable to each Rating
        Agency.  Eligible Accounts may bear interest, and may include, if
        otherwise qualified under this definition, accounts maintained with the
        Trustee.  In the event that the federal or state chartered depository
        institution or trust company maintaining an Eligible Account described in
        clause
        (i) above no longer satisfies the credit rating of S&P set forth in clause
        (i)(b)(1) above then the Person responsible for establishing such Eligible
        Account shall cause any amounts on deposit therein to be moved to another
        federal or state chartered depository institution or trust company satisfying
        such credit rating of S&P within 30 calendar days.  In the event
        that the federal or state chartered depository institution or trust company
        maintaining an Eligible Account described in clause (i) above no longer
        satisfies the credit rating of S&P set forth in clause (i)(b)(2) above then
        the Person responsible for establishing such Eligible Account shall cause
        any
        amounts on

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      deposit
        therein to be moved to another federal or state chartered depository institution
        or trust company satisfying such credit rating of S&P within 60 calendar
        days.

       

      Eligible
        EPD Protected Mortgage Loan:  A Mortgage Loan that (i) was
        originated not more than one year prior to the Closing Date, (ii) was purchased
        by a Seller or one of its affiliates pursuant to a purchase agreement containing
        provisions under which the seller thereunder has become obligated to repurchase
        such Mortgage Loan from Countrywide due to a Scheduled Payment due on or
        prior
        to the first Scheduled Payment owing to the Trust Fund becoming delinquent
        and
        (iii) was not purchased through Countrywide Home Loan Inc.’s Correspondent
        Lending Division.

       

      Eligible
        Repurchase Month:  As defined in Section 3.11.

       

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

       

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

       

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

       

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

       

      ES
        Trust:  The separate trust created under this Agreement pursuant
        to Section 5.07(a).

       

      ES
        Trust Certificate:  Any Class of Depositable or Exchangeable
        Certificate issued by the ES Trust and representing beneficial ownership
        of one
        or more uncertificated Master REMIC regular interests held by such ES
        Trust.

       

      Event
        of Default:  As defined in Section 7.01.

       

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

       

      Exchangeable
        Certificates:  As specified in the Preliminary
        Statement.

       

      Exchangeable
        Certificates Distribution Account:  The separate Eligible Account
        created and maintained by the Trustee pursuant to Section 5.07 in the name
        of
        the Trustee for the benefit of the Holders of the Exchangeable Certificates
        and
        designated “The Bank of New York in trust 

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      for
        registered Holders of CHL Mortgage Pass-Through Trust 2007-HY7, Mortgage
        Pass-Through Certificates, Series 2007-HY7.”  Funds in the
        Exchangeable Certificates Distribution Account shall be held in trust for
        the
        Certificateholders for the uses and purposes set forth in this
        Agreement.

       

      Exchange
        Act:  The Securities Exchange Act of 1934, as amended, and the
        rules and regulations promulgated thereunder.

       

      Exchange
        Act Reports:  Any reports on Form 10-D, Form 8-K and Form 10-K
        required to be filed by the Depositor with respect to the Trust Fund under
        the
        Exchange Act.

       

      Exchange
        Date:  As defined in Section 5.07(e).

       

      Exchange
        Fee:  As defined in Section 5.07(e).

       

      Expense
        Fee Rate:  As to each Mortgage Loan and any date of determination,
        the sum of (a) the related Master Servicing Fee Rate, (b) the Trustee Fee
        Rate
        and (c) with respect to any Lender PMI Mortgage Loan, the related mortgage
        insurance premium rate.

       

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

       

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

       

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

       

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

       

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

       

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

       

      Form
        10-D Disclosure Item:  With respect to any Person, any material
        litigation or governmental proceedings pending (a) against such Person, or
        (b)
        against any of the Trust Fund, the Depositor, the Trustee, any co-trustee,
        the
        Master Servicer or any Subservicer, if such Person has actual knowledge
        thereof.

       

      Form
        10-K Disclosure Item:  With respect to any Person, (a) any Form
        10-D Disclosure Item, and (b) any affiliations or relationships between such
        Person and any Item 1119 Party.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

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

       

      Group
        1 Mortgage Loans:  The Mortgage Loans in Loan Group
        1.

       

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

       

      Group
        2 Mortgage Loans:  The Mortgage Loans in Loan Group
        2.

       

      Group
        2 Percentage:  With respect to any Distribution Date, the
        percentage equivalent of a fraction, the numerator of which is the aggregate
        Class Certificate Balance of the Class 2-A-1A, Class 2-A-1B  and Class
        2-A-1C Certificates immediately prior to such Distribution Date, and the
        denominator of which is the aggregate Class Certificate Balance of the Class
        2-A-1A, Class 2-A-1B, Class 2-A-1C and Class 2-A-2 Certificates immediately
        prior to such Distribution Date.

       

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

       

      Group
        3 Mortgage Loans:  The Mortgage Loans in Loan Group
        3.

       

      Group
        3 Percentage:  With respect to any Distribution Date, the
        percentage equivalent of a fraction, the numerator of which is the aggregate
        Class Certificate Balance of the Class 3-A-1A, Class 3-A-1B and Class 3-A-1C
        Certificates immediately prior to such Distribution Date, and the denominator
        of
        which is the aggregate Class Certificate Balance of the Class 3-A-1A, Class
        3-A-1B, Class 3-A-1C and Class 3-A-2 Certificates immediately prior to such
        Distribution Date.

       

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

       

      Group
        4 Mortgage Loans:  The Mortgage Loans in Loan Group
        4.

       

      Group
        4 Percentage:  With respect to any Distribution Date, the
        percentage equivalent of a fraction, the numerator of which is the aggregate
        Class Certificate Balance of the Class 4-A-1A, Class 4-A-1B and Class 4-A-1C
        Certificates immediately prior to such Distribution Date, and the denominator
        of
        which is the aggregate Class Certificate Balance of the Class 4-A-1A, Class
        4-A-1B, Class 4-A-1C and Class 4-A-2 Certificates immediately prior to such
        Distribution Date.

       

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

       

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

       

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

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      Interest
        Accrual Period:  With respect to any Distribution Date, the
        calendar month prior to the month of such Distribution Date.

       

      Item
        1119 Party:  The Depositor, any Seller, the Master Servicer, the
        Trustee, any Subservicer, any originator identified in the Prospectus Supplement
        and any other material transaction party, as identified in Exhibit T hereto,
        as
        updated pursuant to Section 11.04.

       

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

       

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

       

      LIBOR
        Certificates:  As specified in the Preliminary
        Statement.

       

      Limited
        Exchange Act Reporting Obligations:  The obligations of the Master
        Servicer under Section 3.16(b), Section 6.02 and Section 6.04 with respect
        to
        notice and information to be provided to the Depositor and Article XI (except
        Section 11.07(a)(1) and (2)).

       

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

       

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

       

      Loan
        Group:  Any of Loan Group 1, Loan Group 2, Loan Group 3 or Loan
        Group 4, as applicable.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

      Lower
        Tier REMIC:  As specified in the Preliminary
        Statement.

       

      Lower
        Tier REMIC Interest:  As specified in the Preliminary
        Statement.

       

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

       

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

       

      Master
        Servicer:  Countrywide Servicing, and its successors and assigns,
        in its capacity as master servicer hereunder and, if a successor master servicer
        is appointed under this Agreement, such successor.

       

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

       

      Master
        Servicing Fee:  As to each Mortgage Loan and any Distribution
        Date, an amount payable out of each full payment of interest received on
        such
        Mortgage Loan and equal to one-twelfth of the Master Servicing Fee Rate
        multiplied by the Stated Principal Balance of such Mortgage Loan as of the
        Due
        Date in the month of such Distribution Date (prior to giving effect to any
        Scheduled Payments due on such Mortgage Loan on such Due Date), subject to
        reduction as provided in Section 3.14.

       

      Master
        Servicing Fee Rate:  With respect to each Mortgage Loan and Due
        Date, the amount set forth in the Mortgage Loan Schedule for such Due
        Date.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      Master
        REMIC:  As specified in the Preliminary Statement.

       

      Master
        REMIC Interest:  As specified in the Preliminary
        Statement.

       

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

       

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

       

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

       

      MERS®
        System:  The system of recording transfers of mortgages
        electronically maintained by MERS.

       

      Middle
        Tier REMIC:  As specified in the Preliminary
        Statement.

       

      Middle
        Tier REMIC Interest:  As specified in the Preliminary
        Statement.

       

      MIN:  The
        mortgage identification number for any MERS Mortgage Loan.

       

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

       

      Modified
        Delinquent Loan:  A Mortgage Loan that is modified after the
        Closing Date due to a delinquency or other default.

       

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

       

      Monthly
        Statement:  The statement delivered to the Certificateholders
        pursuant to Section 4.06.

       

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

       

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

       

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

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      Mortgage
        Index:  As to each Mortgage Loan, the index from time to time in
        effect for adjustment of the Mortgage Rate as set forth as such on the related
        Mortgage Note.

       

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

       

      
        
          	
                  (i)

                	
                  the
                    loan number;

                
	 	 
	
                  (ii)

                	
                  the
                    Mortgagor’s name and the street address of the Mortgaged Property,
                    including the zip code;

                
	 	 
	
                  (iii)

                	
                  the
                    maturity date;

                
	 	 
	
                  (iv)

                	
                  the
                    original principal balance;

                
	 	 
	
                  (v)

                	
                  the
                    Cut-off Date Principal Balance;

                
	 	 
	
                  (vi)

                	
                  the
                    first payment date of the Mortgage Loan;

                
	 	 
	
                  (vii)

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

                
	 	 
	
                  (viii)

                	
                  the
                    Loan-to-Value Ratio at origination;

                
	 	 
	
                  (ix)

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

                
	 	 
	
                  (x)

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

                
	 	 
	
                  (xi)

                	
                  the
                    Mortgage Rate in effect as of the Cut-off Date;

                
	 	 
	
                  (xii)

                	
                  the
                    Master Servicing Fee Rate both before and after the initial Adjustment
                    Date for such Mortgage Loan;

                
	 	 
	
                  (xiii)

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

                
	 	 
	
                  (xiv)

                	
                  the
                    purpose for the Mortgage Loan;

                
	 	 
	
                  (xv)

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

                


        

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

         

         

        
          	
                   

                	 
	
                  (xvi)

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

                
	
                   

                	 
	
                  (xvii)

                	
                  a
                    code indicating whether the Mortgage Loan is a MERS Mortgage
                    Loan;

                
	 	 
	
                  (xviii)

                	
                  a
                    code indicating whether the Mortgage Loan is a Countrywide Mortgage
                    Loan,
                    a Park Granada Mortgage Loan, a Park Monaco Mortgage Loan or
                    a Park Sienna
                    Mortgage Loan; and

                
	 	 
	
                  (xix)

                	
                  with
                    respect to each Mortgage Loan, the Gross Margin, the Mortgage
                    Index, the
                    Maximum Mortgage Rate, the Minimum Mortgage Rate, the Periodic
                    Rate Cap
                    and the first Adjustment Date for such Mortgage Loan.

                
	 	 
	
                  (xx)

                	
                  a
                    code indicating the type of Prepayment Charge;

                
	 	 
	
                  (xxi)

                	
                  the
                    state of origination of the related Mortgage Loan; and

                
	 	 
	
                  (xxii)

                	
                  the
                    Prepayment Charge Period.

                


        

      

       

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

       

      The
        Mortgage Loan 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 amendment
        to the Mortgage Loan Schedule related to clauses (xx), (xxi) and (xxii) thereof
        shall be furnished by the Master Servicer to the Class P
        Certificateholders.

       

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

       

      Mortgage
        Note:  The original executed note or other evidence of
        indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
        Loan,
        together with any modification or waiver contained in the related Mortgage
        File.

       

      Mortgage
        Rate:  The annual rate of interest borne by a Mortgage Note from
        time to time, net of the rate at which the premium is charged by the mortgagee
        to obtain or maintain any Primary Insurance Policy.

       

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

       

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

       

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

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      Nonrecoverable
        Advance:  Either (i) any portion of an Advance previously made or
        proposed to be made by the Master Servicer that, in the good faith judgment
        of
        the Master Servicer, will not be ultimately recoverable by the Master Servicer
        from the related Mortgagor, related Liquidation Proceeds or otherwise or
        (ii) a
        Capitalized Advance.

       

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

       

      Notional
        Amount:  For the Class 1-A-IX Certificates and any date of
        determination, (i) on or prior to the last day of the Interest Accrual Period
        for the Weighted Average Roll Date for Loan Group 1, the Class Certificate
        Balance of the Class 1-A-1 Certificates on such date of determination and
        (ii)
        after the Weighted Average Roll Date for Loan Group 1, zero.  For the
        Class 2-A-X, Class 3-A-X and Class 4-A-X Certificates and any date of
        determination (i) on or prior to the last day of the Interest Accrual Period
        for
        the related Weighted Average Roll Date, an amount equal to the aggregate
        Component Notional Amount of the Components related to such Class of
        Certificates on such date of determination and (ii) after the related Weighted
        Average Roll Date, zero.

       

      Notional
        Amount Certificates:  As specified in the Preliminary
        Statement.

       

      Offered
        Certificates:  As specified in the Preliminary
        Statement.

       

      Officer’s
        Certificate:  A certificate (i) in the case of the Depositor,
        signed by the Chairman of the Board, the Vice Chairman of the Board, the
        President, a Managing Director, a Vice President (however denominated), an
        Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant
        Treasurers or Assistant Secretaries of the Depositor, (ii) in the case of
        the
        Master Servicer, signed by the President, an Executive Vice President, a
        Vice
        President, an Assistant Vice President, the Treasurer, or one of the Assistant
        Treasurers or Assistant Secretaries of Countrywide GP, Inc. (its general
        partner), (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 or (iv) in the case of any
        other
        Person, signed by an authorized officer of such Person.

       

      Opinion
        of Counsel:  A written opinion of counsel, who may be counsel for
        the Depositor, a Seller or the Master Servicer, including in-house counsel,
        reasonably acceptable to the Trustee; provided, however, that with
        respect to the interpretation or application of the 

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      REMIC
        Provisions, such counsel must (i) in fact be independent of the Depositor,
        a Seller and the Master Servicer, (ii) not have any direct financial
        interest in the Depositor, a Seller or the Master Servicer or in any affiliate
        thereof, and (iii) not be connected with the Depositor, a Seller or the
        Master Servicer as an officer, employee, promoter, underwriter, trustee,
        partner, director or person performing similar functions.

       

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

       

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

       

      
        	
                Class
                  M

              	
                6.05%

              
	
                Class
                  B-1

              	
                3.90%

              
	
                Class
                  B-2

              	
                2.50%

              
	
                Class
                  B-3

              	
                1.60%

              
	
                Class
                  B-4

              	
                0.55%

              
	
                Class
                  B-5

              	
                0.20%

              


      

       

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

       

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

       

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

       

      Overcollateralized
        Group:  As defined in Section 4.05.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      Park
        Monaco:  Park Monaco Inc., a Delaware corporation, and its
        successors and assigns, in its capacity as the seller of the Park Monaco
        Mortgage Loans to the Depositor.

       

      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, in its capacity as the seller of the Park
        Sienna
        Mortgage Loans to the Depositor.

       

      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:  For any interest-bearing Class of Certificates (other than
        any Class of Subordinated Certificates), the per annum rate set forth or
        calculated in the manner described in the Preliminary Statement.  For
        any Class of Subordinated Certificates, the Subordinate Pass-Through
        Rate.

       

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

       

      Performance
        Certification:  As defined in Section 11.05.

       

      Periodic
        Rate Cap:  With respect to each Mortgage Loan and any Adjustment
        Date therefor, the fixed percentage set forth in the related Mortgage Note,
        which is the maximum amount by which the Mortgage Rate for such Mortgage
        Loan
        may increase or decrease (without regard to the Maximum Mortgage Rate or
        the
        Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in
        effect
        immediately prior to such Adjustment Date.

       

      Permitted
        Investments:  At any time, any one or more of the following
        obligations and securities, each of which shall mature no later than 60 days
        after acquisition:

       

      (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;

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

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

       

      (iv)         certificates
        of deposit, demand or time deposits, or bankers’ acceptances issued by any
        depository institution or trust company incorporated under the laws of the
        United States or of any state thereof and subject to supervision and examination
        by federal and/or state banking authorities, provided that the commercial
        paper
        and/or long term unsecured debt obligations of such depository institution
        or
        trust company (or in the case of the principal depository institution in
        a
        holding company system, the commercial paper or long-term unsecured debt
        obligations of such holding company, but only if Moody’s is not a Rating Agency)
        are then rated one of the two highest long-term and the highest short-term
        ratings of each Rating Agency for such securities, or such lower ratings
        as will
        not result in the downgrading or withdrawal of the rating then assigned to
        the
        Certificates by 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)         units
        of a taxable money-market portfolio having the highest rating assigned by
        each
        Rating Agency (except if Fitch is a Rating Agency and has not rated the
        portfolio, the highest rating assigned by Moody’s) and restricted to obligations
        issued or guaranteed by the United States of America or entities whose
        obligations are backed by the full faith and credit of the United States
        of
        America and repurchase agreements collateralized by such obligations;
        and

       

      (vii)       such
        other relatively risk free investments bearing interest or sold at a discount
        acceptable to each Rating Agency as will not result in the downgrading or
        withdrawal of the rating then assigned to the Certificates by either Rating
        Agency, as evidenced by a signed writing delivered by such Rating
        Agency

       

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

       

      Permitted
        Transferee:  Any person other than (i) the United States, any
        State or political subdivision thereof, or any agency or instrumentality
        of any
        of the foregoing, (ii) a foreign government, International Organization or
        any
        agency or instrumentality of either of the foregoing, (iii) an organization
        (except certain farmers’ cooperatives described in section 521 of 

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      Physical
        Certificate:  As specified in the Preliminary
        Statement.

       

      Planned
        Balance:  With respect to any Planned Principal Class or Planned
        Principal Component and any Distribution Date appearing in Schedule V, the
        amount appearing opposite such Distribution Date for such Class or
        Component.

       

      Planned
        Principal Classes:  As specified in the Preliminary
        Statement.

       

      Planned
        Principal Components:  As specified in the Preliminary
        Statement.

       

      Pool
        Stated Principal Balance:  As to any Distribution Date, the
        aggregate of the Stated Principal Balances of the Mortgage Loans that were
        Outstanding Mortgage Loans on the Due Date in the month preceding the month
        of
        such Distribution Date (after giving effect to Principal Prepayments received
        in
        the Prepayment Period related to such Due Date) and, as to any other date
        of
        determination, the aggregate Stated Principal Balance of the Outstanding
        Mortgage Loans as of such date.

       

      Pre-Funding
        Account:  Not applicable.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      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.

       

      Prepayment
        Charge Amount:  As to any Loan Group and Distribution Date, the
        sum of the Prepayment Charges collected on the related Mortgage Loans during
        the
        related Prepayment Period and any amounts paid pursuant to Section 3.19 with
        respect to such Loan Group and Distribution Date.

       

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

       

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

       

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

       

      Prepayment
        Period:  As to any Distribution Date and the related Due Date, the
        period beginning on the sixteenth day of the calendar month preceding the
        month
        in which such Distribution Date occurs (or in the case of the first Distribution
        Date, from October 1, 2007) and ending on the fifteenth day of the calendar
        month in which such Distribution Date occurs.

       

      Prepayment
        Shift Percentage:  Not applicable.

       

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

       

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

       

      Principal
        Amount:  As to any Distribution Date and any Loan Group, an amount
        equal to (i) the sum of (a) the principal portion of each Scheduled Payment
        (without giving effect to any reductions thereof caused by any Debt Service
        Reductions or Deficient Valuations) due on each Mortgage Loan (other than
        a
        Liquidated Mortgage Loan) in such Loan Group on the related Due Date, (b)
        the
        principal portion of the Purchase Price of each Mortgage Loan in such Loan
        Group
        that was repurchased by the applicable Seller or purchased by the Master
        Servicer pursuant to this Agreement as of such Distribution Date, (c) the
        Substitution Adjustment Amount in connection with any Deleted Mortgage Loan
        in
        such Loan Group received with respect to such Distribution Date, (d) any
        Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal
        of Mortgage Loans in such Loan Group that are not yet Liquidated Mortgage
        Loans


       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      received
        during the calendar month preceding the month of such Distribution Date,
        (e)
        with respect to each Mortgage Loan in a Loan Group that became a Liquidated
        Mortgage Loan during the calendar month preceding the month of such Distribution
        Date, the amount of the Liquidation Proceeds allocable to principal received
        during the calendar month preceding the month of such Distribution Date with
        respect to such Mortgage Loan, (f) all Principal Prepayments for such Loan
        Group
        received during the related Prepayment Period, (g) any Subsequent Recoveries
        on
        the Mortgage Loans in such Loan Group received during the calendar month
        preceding the month of such Distribution Date and (h) the principal portion
        of
        any Transfer Payments Received for such Loan Group, minus (ii) the
        principal portion of any Transfer Payments Made for such Loan Group and
        Distribution Date in accordance with Section 4.05.

       

      Principal
        Prepayment:  Any payment of principal by a Mortgagor on a Mortgage
        Loan that is received in advance of its scheduled Due Date and is not
        accompanied by an amount representing scheduled interest due on any date
        or
        dates in any month or months subsequent to the month of
        prepayment.  Partial Principal Prepayments shall be applied by the
        Master Servicer in accordance with the terms of the related Mortgage
        Note.

       

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

       

      Principal
        Relocation Payment:  A payment from any Loan Group to a Lower Tier
        REMIC Regular Interest other than a Regular Interest corresponding to that
        Loan
        Group as provided in the Preliminary Statement.  Principal Relocation
        Payments from a Loan Group shall be made of the amounts in respect of principal
        from the Mortgage Loans of the Loan Group and shall include a proportionate
        allocation of the Realized Losses from the Mortgage Loans of the Loan
        Group.

       

      Principal
        Reserve Fund:  A separate Eligible Account created and maintained
        by the Trustee pursuant to Section 3.05(g) with a depository institution
        in the
        name of the Trustee for the benefit of the Class P Certificateholders specified
        in Section 3.05(g) and designated “The Bank of New York, Principal Reserve Fund
        in trust for registered holders of CWMBS 2007-HY7 CHL Mortgage Pass-Through
        Trust, Mortgage Pass-Through Certificates, Series 2007-HY7, Class 1-P, Class
        2-P, Class 3-P and Class 4-P.”

       

      Private
        Certificate:  As specified in the Preliminary
        Statement.

       

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

       

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

       

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

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      Prospectus:  The
        prospectus dated July 27, 2007 generally relating to mortgage-pass through
        certificates to be sold by the Depositor.

       

      Prospectus
        Supplement:  The Prospectus Supplement dated October 29, 2007
        relating to the Offered Certificates.

       

      PUD:  Planned
        unit development.

       

      Purchase
        Price:  With respect to any Mortgage Loan required to be purchased
        by a Seller pursuant to Section 2.02 or 2.03 of this Agreement or purchased
        at the option of the Master Servicer pursuant to Section 3.11, an amount
        equal to the sum of (i) 100% of the unpaid principal balance of the
        Mortgage Loan on the date of such purchase, (ii) accrued interest thereon
        at the applicable Mortgage Rate (or at the applicable Adjusted Mortgage Rate
        if
        (x) the purchaser is the Master Servicer or (y) if the purchaser is Countrywide
        and Countrywide is an affiliate of the Master Servicer) from the date through
        which interest was last paid by the Mortgagor to the Due Date in the month
        in
        which the Purchase Price is to be distributed to Certificateholders and (iii)
        costs and damages incurred by the Trust Fund in connection with a repurchase
        pursuant to Section 2.03 of this Agreement that arises out of a violation
        of any
        predatory or abusive lending law with respect to the related Mortgage
        Loan.

       

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

       

      Rating
        Agency:  Each of the Rating Agencies specified in the Preliminary
        Statement.  If any such organization or a successor is no longer in
        existence, “Rating Agency” shall be such nationally recognized statistical
        rating organization, or other comparable Person, identified as a “Rating Agency”
under the Underwriter Exemption, as is designated by the Depositor, notice
        of
        which designation shall be given to the Trustee.  References in this
        Agreement to a given rating category of a Rating Agency shall mean such rating
        category without giving effect to any modifiers.

       

      Realized
        Loss:  For each applicable Mortgage Loan, the following amount,
        calculated without duplication, (w) with respect to each Liquidated Mortgage
        Loan, an amount (not less than zero or more than the Stated Principal Balance
        of
        the Mortgage Loan) as of the date of such liquidation, equal to (i) the
        Stated Principal Balance of the Liquidated Mortgage Loan as of the date of
        such
        liquidation, plus (ii) interest at the Adjusted Net Mortgage Rate from the
        Due Date as to which interest was last paid or advanced (and not reimbursed)
        to
        Certificateholders up to the Due Date in the month in which Liquidation Proceeds
        are required to be distributed on the Stated Principal Balance of such
        Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation
        Proceeds, if any, received during the month in which such liquidation occurred,
        to 

       

      
        
          
          

        

        
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      the
        extent applied as recoveries of interest at the Adjusted Net Mortgage Rate
        and
        to principal of the Liquidated Mortgage Loan, (x) with respect to each Mortgage
        Loan that has become the subject of a Deficient Valuation, if the principal
        amount due under the related Mortgage Note has been reduced, the difference
        between the principal balance of the Mortgage Loan outstanding immediately
        prior
        to such Deficient Valuation and the principal balance of the Mortgage Loan
        as
        reduced by the Deficient Valuation, (y) with respect to each Mortgage Loan
        that
        has been the subject of a Debt Service Reduction, the amount, if any, by
        which
        the principal portion of the related scheduled payment has been reduced and
        (z)
        with respect to each Mortgage Loan that has been the subject of a modification
        that resulted in a permanent reduction in its principal balance or forgiveness
        of any accrued and unpaid interest, the amount of that reduction and/or
        forgiveness.

       

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

       

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

       

      Record
        Date:  With respect to any Distribution Date, the close of
        business on the last Business Day of the month preceding the month in which
        such
        Distribution Date occurs.

       

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

       

      Regular
        Certificates:  As specified in the Preliminary
        Statement.

       

      Regulation
        AB:  Subpart 229.1100 – Asset Backed Securities (Regulation AB),
        17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and
        subject to such clarification and interpretation as have been provided by
        the
        Commission in the adopting release (Asset-Backed Securities, Securities Act
        Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
        staff
        of the Commission, or as may be provided by the Commission or its staff from
        time to time.

       

      Relief
        Act:  The Servicemembers Civil Relief Act.

       

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

       

      REMIC:  A
        “real estate mortgage investment conduit” within the meaning of
        section 860D of the Code.

       

      
        
          
          

        

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

       

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

       

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

       

      Reportable
        Event:  Any event required to be reported on Form 8-K, and in any
        event, the following:

       

      (a)           entry
        into a definitive agreement related to the Trust Fund, the Certificates or
        the
        Mortgage Loans, or an amendment to a Transaction Document, even if the Depositor
        is not a party to such agreement (e.g., a servicing agreement with a servicer
        contemplated by Item 1108(a)(3) of Regulation AB);

       

      (b)           termination
        of a Transaction Document (other than by expiration of the agreement on its
        stated termination date or as a result of all parties completing their
        obligations under such agreement), even if the Depositor is not a party to
        such
        agreement (e.g., a servicing agreement with a servicer contemplated by Item
        1108(a)(3) of Regulation AB);

       

      (c)           with
        respect to the Master Servicer only, if the Master Servicer becomes aware
        of any
        bankruptcy or receivership with respect to Countrywide, the Depositor, the
        Master Servicer, any Subservicer, the Trustee, any enhancement or support
        provider contemplated by Items 1114(b) or 1115 of Regulation AB, or any other
        material party contemplated by Item 1101(d)(1) of Regulation AB;

       

      (d)           with
        respect to the Trustee, the Master Servicer and the Depositor only, the
        occurrence of an early amortization, performance trigger or other event,
        including an Event of Default under this Agreement;

       

      (e)           the
        resignation, removal, replacement, substitution of the Master Servicer, any
        Subservicer or the Trustee;

       

      (f)           with
        respect to the Master Servicer only, if the Master Servicer becomes aware
        that
        (i) any material enhancement or support specified in Item 1114(a)(1) through
        (3)
        of Regulation AB or Item 1115 of Regulation AB that was previously applicable
        regarding one or more Classes of the Certificates has terminated other than
        by
        expiration of the contract on its stated termination date or as a result
        of all
        parties completing their obligations under such agreement; (ii) any material
        enhancement specified in Item 1114(a)(1) through (3) of Regulation AB or
        Item
        1115 of Regulation AB has been added with respect to one or more Classes
        of the
        Certificates; or (iii) any existing material enhancement or support specified
        in
        Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation AB
        with
        respect to one or more Classes of the Certificates has been materially amended
        or modified; and

       

      
        
          
          

        

        
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      (g)           with
        respect to the Trustee, the Master Servicer and the Depositor only, a required
        distribution to Holders of the Certificates is not made as of the required
        Distribution Date under this Agreement.

       

      Reporting
        Subcontractor:  With respect to the Master Servicer or the
        Trustee, any Subcontractor determined by such Person pursuant to Section
        11.08(b) to be “participating in the servicing function” within the meaning of
        Item 1122 of Regulation AB.  References to a Reporting Subcontractor
        shall refer only to the Subcontractor of such Person and shall not refer
        to
        Subcontractors generally.

       

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

       

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

       

      Residual
        Certificates:  As specified in the Preliminary
        Statement.

       

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

       

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

       

      Sarbanes-Oxley
        Certification:  As defined in Section 11.05.

       

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

       

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

       

      Seller:  Countrywide,
        Park Granada, Park Monaco or Park Sienna, as applicable.

       

      Senior
        Certificate Group:  As specified in the Preliminary
        Statement.

       

      Senior
        Certificates:  As specified in the Preliminary
        Statement.

       

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

       

      Senior
        Percentage: As to any Senior Certificate Group and Distribution Date, the
        percentage equivalent of a fraction the numerator of which is the aggregate
        Class Certificate Balance of the Senior Certificates of such Senior Certificate
        Group immediately prior to such Distribution Date and the denominator of
        which
        is the aggregate Stated Principal Balance of 

       

      
        
          
          

        

        
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      Mortgage
        Loans in the related Loan Group as of the Due Date in the month preceding
        the
        month of such Distribution Date (after giving effect to Principal Prepayments
        received in the Prepayment Period related to such prior Due Date); provided,
        however, that on any Distribution Date after the third Senior Termination
        Date,
        the Senior Percentage for the Senior Certificates of the remaining Senior
        Certificate Group is the percentage equivalent of a fraction, the numerator
        of
        which is the aggregate Class Certificate Balance of the Senior Certificates
        immediately prior to such Distribution Date and the denominator of which
        is the
        aggregate Class Certificate Balance of all Classes of Senior and Subordinated
        Certificates immediately prior to such Distribution Date.  In no event
        will any Senior Percentage be greater than 100%.

       

      Senior
        Prepayment Percentage: As to a Senior Certificate Group and any Distribution
        Date during the ten years beginning on the first Distribution Date,
        100%.  The related Senior Prepayment Percentage for any Senior
        Certificate Group and Distribution Date occurring on or after the tenth
        anniversary of the first Distribution Date will, except as provided in this
        Agreement, be as follows: for any Distribution Date in the first year
        thereafter, the related Senior Percentage plus 70% of the related Subordinated
        Percentage for such Distribution Date; for any Distribution Date in the second
        year thereafter, the related Senior Percentage plus 60% of the related
        Subordinated Percentage for such Distribution Date; for any Distribution
        Date in
        the third year thereafter, the related Senior Percentage plus 40% of the
        related
        Subordinated Percentage for such Distribution Date; for any Distribution
        Date in
        the fourth year thereafter, the related Senior Percentage plus 20% of the
        related Subordinated Percentage for such Distribution Date; and for any
        Distribution Date thereafter, the related Senior Percentage for such
        Distribution Date; provided, however, that if on any Distribution Date the
        related Senior Percentage exceeds the Senior Percentage of such Senior
        Certificate Group as of the Closing Date, then the Senior Prepayment Percentage
        for each Senior Certificate Group for such Distribution Date will equal
        100%.  Notwithstanding the foregoing, (1) no decrease in the related
        Senior Prepayment Percentage will occur unless both of the Senior Step Down
        Conditions are satisfied with respect to all Loan Groups and (2)  if
        the Two Times Test is satisfied on a Distribution Date, the Senior Prepayment
        Percentage for each Senior Certificate Group will equal (x) if such Distribution
        Date is on or prior to the Distribution Date in October 2010, the related
        Senior
        Percentage for such Distribution Date plus 50% of the related Subordinated
        Percentage for that Distribution Date and (y) if such Distribution Date is
        after
        the Distribution Date in October 2010, the related Senior
        Percentage.

       

      Senior
        Principal Distribution Amount:  As to any Distribution Date and
        Senior Certificate Group, the sum of (i) the related Senior Percentage of
        all
        amounts described in clauses (a) through (d) of the definition of
“Principal Amount” with respect to the related Loan Group for such Distribution
        Date, (ii) with respect to any Mortgage Loan in the related Loan Group that
        became a Liquidated Mortgage Loan during the calendar month preceding the
        month
        of such Distribution Date, the lesser of (x) the related Senior Percentage
        of the Stated Principal Balance of such Mortgage Loan as of the Due Date
        in the
        month preceding the month of that Distribution Date and (y) the related Senior
        Prepayment Percentage of the amount of the Liquidation Proceeds allocable
        to
        principal received on the Mortgage Loan, (iii) the related Senior Prepayment
        Percentage of the amounts described in clauses (f) and (g) of the definition
        of
“Principal Amount” with respect to the related Loan Group for such Distribution
        Date; (iv) the principal portion of any Transfer Payments Received for that
        Loan
        Group and Distribution Date; provided, however, on any Distribution Date
        after
        the third Senior Termination Date, the Senior

       

      
        
          
          

        

        
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       Principal
        Distribution Amount for the remaining Senior Certificate Group will be
        calculated pursuant to the above formula based on all the Mortgage Loans,
        as
        opposed to the Mortgage Loans in the related Loan Group.

       

      Senior
        Step Down Conditions: On or prior to the third Senior Termination Date, with
        respect to the Mortgage Loans in a Loan Group and after the third Senior
        Termination Date, with respect to all Mortgage Loans: (i) the aggregate Stated
        Principal Balance of such Mortgage Loans that, without duplication, are either
        (x) delinquent 60 days or more (including Mortgage Loans in foreclosure,
        REO
        Property and Mortgage Loans, the Mortgagors of which are in bankruptcy)
        (averaged over the preceding six month period), or (y) have had their related
        Mortgage Note modified during the immediately preceding twelve calendar months
        other than Mortgage Loans that were purchased from the Trust Fund by a Seller
        or
        the Master Servicer or Mortgage Loans that were modified prior to the Closing
        Date, does not equal or exceed 50% of (1) on or prior to the third Senior
        Termination Date, the Subordinated Percentage for such Loan Group of the
        aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group
        or
        (2) after the third Senior Termination Date, the aggregate Class Certificate
        Balance of the Subordinated Certificates on the Distribution Date and (ii)
        cumulative Realized Losses on such Mortgage Loans do not exceed: (a) commencing
        with the Distribution Date on the tenth anniversary of the first Distribution
        Date, 30% of the Original Subordinate Principal Balance, (b) commencing with
        the
        Distribution Date on the eleventh anniversary of the first Distribution Date,
        35% of the Original Subordinate Principal Balance, (c) commencing with the
        Distribution Date on the twelfth anniversary of the first Distribution Date,
        40%
        of the Original Subordinate Principal Balance, (d) commencing the Distribution
        Date on the thirteenth anniversary of the first Distribution Date, 45% of
        the
        Original Subordinate Principal Balance and (e) commencing with the Distribution
        Date on the fourteenth anniversary of the first Distribution Date, 50% of
        the
        Original Subordinate Principal Balance.

       

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

       

      Servicing
        Advances:  All customary, reasonable and necessary “out of pocket”
costs and expenses incurred in the performance by the Master Servicer
        of its
        servicing obligations, including, but not limited to, the cost of (i) the
        preservation, restoration and protection of a Mortgaged Property, (ii) any
        expenses reimbursable to the Master Servicer pursuant to Section 3.11 and
        any
        enforcement or judicial proceedings, including foreclosures, (iii) the rental
        and liquidation of any REO Property and (iv) compliance with the obligations
        under Section 3.09.

       

      Servicing
        Criteria:  The “servicing criteria” set forth in Item 1122(d) of
        Regulation AB.

       

      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.

       

      
        
          
          

        

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

       

      Startup
        Day:  The Closing Date.

       

      Stated
        Principal Balance:  As to any Mortgage Loan and Due Date, the
        unpaid principal balance of such Mortgage Loan as of such Due Date as specified
        in the amortization schedule at the time relating thereto (before any adjustment
        to such amortization schedule by reason of any moratorium or similar waiver
        or
        grace period), minus the sum of (i) the payment of principal due on such
        Due
        Date, irrespective of any delinquency in payment by the related Mortgagor,
        (ii)
        Liquidation Proceeds allocable to principal (other than with respect to any
        Liquidated Mortgage Loan) received in the prior calendar month with respect
        to
        that Mortgage Loan, (iii) Principal Prepayments received through the last
        day of
        the related Prepayment Period with respect to that Mortgage Loan and (iv)
        any
        Realized Loss previously incurred in connection with a Deficient
        Valuation.  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.

       

      Streamlined
        Documentation Mortgage Loan:  Any Mortgage Loan originated
        pursuant to Countrywide Home Loan Inc.’s Streamlined Loan Documentation Program
        then in effect. For the purposes of this Agreement, a Mortgagor is eligible
        for
        a mortgage pursuant to Countrywide’s Streamlined Loan Documentation Program if
        that Mortgagor is refinancing an existing mortgage loan that was originated
        or
        acquired by Countrywide where, among other things, the mortgage loan has
        not
        been more than 30 days delinquent in payment during the previous twelve month
        period.

       

      Subcontractor:  Any
        vendor, subcontractor or other Person that is not responsible for the overall
        servicing (as “servicing” is commonly understood by participants in the
        mortgage-backed securities market) of Mortgage Loans but performs one or
        more
        discrete functions identified in Item 1122(d) of Regulation AB with respect
        to
        the Mortgage Loans under the direction or authority of the Master Servicer
        or a
        Subservicer or the Trustee, as the case may be.

       

      Subordinate
        Pass-Through Rate:  For the Interest Accrual Period related to
        each Distribution Date, a per annum rate equal to (1) the sum of the following
        for each Loan Group:  the product of (x) the Weighted Average Adjusted
        Net Mortgage Rate for such Distribution Date and (y) an amount equal to the
        aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group
        as
        of the Due Date in the month preceding the month of that Distribution Date
        (after giving effect to Principal Prepayments received in the Prepayment
        Period
        related to such Due Date) minus the aggregate Class Certificate Balance
        of the related Senior Certificate Group immediately prior to that Distribution
        Date, divided by (2) the aggregate Class Certificate Balance of the
        Subordinated Certificates immediately prior to that Distribution
        Date.

       

      Subordinated
        Certificates:  As specified in the Preliminary
        Statement.

       

      
        
          
          

        

        
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      Subordinated
        Percentage:  As to any Loan Group and Distribution Date on or
        prior to the third Senior Termination Date, the excess, if any, of 100% over
        the
        Senior Percentage for such Distribution Date for the Senior Certificate Group
        relating to such Loan Group.  As to any Distribution Date after the
        third Senior Termination Date, the excess, if any, of 100% over the Senior
        Percentage for such Distribution Date.

       

      Subordinated
        Portion:  For any Distribution Date and Loan Group, an amount (not
        less than zero) equal to the aggregate Stated Principal Balance of the Mortgage
        Loans in that Loan Group as of the Due Date in the month prior to the month
        of
        such Distribution Date (after giving effect to Principal Prepayments received
        in
        the Prepayment Period related to such Due Date), minus the aggregate
        Class Certificate Balance of the related Senior Certificates immediately
        prior
        to such Distribution Date.

       

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

       

      Subordinated
        Principal Distribution Amount:  With respect to any Distribution
        Date and Loan Group, an amount equal to the excess of (A) the sum, not less
        than
        zero, of (i)  the Subordinated Percentage of all amounts described in
        clauses (a) through (d) of the definition of “Principal Amount” for that Loan
        Group and that Distribution Date, (ii) with respect to each Mortgage Loan
        in
        that Loan Group that became a Liquidated Mortgage Loan during the calendar
        month
        preceding the month of such Distribution Date, the Liquidation Proceeds
        allocated to principal received with respect thereto remaining after application
        thereof pursuant to clause (ii) of the definition of “Senior Principal
        Distribution Amount”, up to the Subordinated Percentage for such Loan Group of
        the Stated Principal Balance of that Mortgage Loan, and (iii) the sum of
        the
        Subordinated Prepayment Percentage for that Loan Group of all amounts described
        in clauses (f) and (g) of the definition of “Principal Amount” for such Loan
        Group and Distribution Date over (B) the principal portion of any Transfer
        Payments Made for such Loan Group; provided, however, that on any Distribution
        Date after the third Senior Termination Date, the Subordinated Principal
        Distribution Amount will not be calculated by Loan Group and, if applicable,
        will equal the amount calculated pursuant to the formula set forth above
        based
        on the applicable Subordinated Percentage and Subordinated Prepayment Percentage
        for the Subordinated Certificates for such Distribution Date with respect
        to all
        of the Mortgage Loans as opposed to the Mortgage Loans only in the related
        Loan
        Group.

       

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

       

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

       

      Substitute
        Mortgage Loan:  A Mortgage Loan substituted by the applicable
        Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
        as confirmed in a Request for Release, substantially in the form of
        Exhibit M, (i) have a Stated Principal Balance, after deduction of the
        principal portion of the Scheduled Payment due in the month of substitution,
        not


       

      
        
          
          

        

        
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      in
        excess
        of, and not more than 10% less than the Stated Principal Balance of the Deleted
        Mortgage Loan; (ii) be accruing interest at a rate no lower than and not
        more than 1% per annum higher than, that of the Deleted Mortgage Loan;
        (iii) have a Loan-to-Value Ratio no higher than that of the Deleted
        Mortgage Loan; (iv) have a remaining term to maturity no greater than (and
        not more than one year less than that of) the Deleted Mortgage Loan; (v)
        have a
        Maximum Mortgage Rate not more than 1% per annum higher or lower than, that
        of
        the Deleted Mortgage Loan; (vi) have a Minimum Mortgage Rate specified in
        its
        related mortgage note not more than 1% per annum higher or lower than the
        Minimum Mortgage Rate of the Deleted Mortgage Loan; (vii) have the same Mortgage
        Index, Mortgage Index reset period and Periodic Rate Cap as the Deleted Mortgage
        Loan and a Gross Margin not more than 1% per annum higher or lower than that
        of
        the Deleted Mortgage Loan; (viii) not be a Cooperative Loan unless the
        Deleted Mortgage Loan was a Cooperative Loan; and (ix) comply with each
        representation and warranty set forth in Section 2.03.

       

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

       

      Supplemental
        Mortgage Loan:  Not applicable.

       

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

       

      Tax
        Subordinate Pass-Through Rate:  The Subordinate Pass-Through Rate
        subject to a cap of 15%.

       

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

       

      Transaction
        Documents:  This Agreement and any other document or agreement
        entered into in connection with the Trust Fund, the Certificates or the Mortgage
        Loans.

       

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

       

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

       

      Transfer
        Payment Made:  As defined in Section 4.05.

       

      Transfer
        Payment Received:  As defined in Section 4.05.

       

      Trust
        Fund:  The corpus of the trust created under this Agreement
        consisting of (i) the Mortgage Loans and all interest and principal
        received on or with respect thereto after the Cut-off Date to the extent
        not
        applied in computing the Cut-off Date Principal Balance of the Mortgage Loans;
        (ii) the Certificate Account, the Distribution Account and all amounts
        deposited therein pursuant to the applicable provisions of this Agreement;
        (iii) property that secured a Mortgage Loan and has been acquired by
        foreclosure, deed-in-lieu of foreclosure or 

       

      
        
          
          

        

        
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      otherwise;
        and (iv) all proceeds of the conversion, voluntary or involuntary, of any
        of the foregoing.

       

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

       

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

       

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

       

      Trustee
        Fee Rate:  With respect to each Mortgage Loan, 0.009% per
        annum.

       

      Two
        Times Test: As to any Distribution Date, (i) the Aggregate Subordinated
        Percentage is at least 200% of the Aggregate Subordinated Percentage as of
        the
        Closing Date, (ii) clause (i) of the Senior Step Down Conditions is satisfied
        and (iii) the cumulative Realized Losses on all the Mortgage Loans do not
        exceed
        (x) with respect to any Distribution Date on or prior to October 2010, 20%
        of
        the aggregate Class Certificate Balance of the Subordinated Certificates
        as of
        the Closing Date or (y) with respect to any Distribution Date after October
        2010, 30% of the aggregate Class Certificate Balance of the Subordinated
        Certificates as of the Closing Date.

       

      Undercollateralized
        Group: As defined in Section 4.05.

       

      Underwriter’s
        Exemption:  Prohibited Transaction Exemption 2007-5, 72 Fed. Reg.
        13130 (2007), as amended (or any successor thereto), or any substantially
        similar administrative exemption granted by the U.S. Department of
        Labor.

       

      Voting
        Rights:  The portion of the voting rights of all of the
        Certificates which is allocated to any Certificate.  As of any date of
        determination, (a) 1% of all Voting Rights shall be allocated to each Class
        of
        Senior Certificates that is a Class of Notional Amount Certificates, if any
        (such Voting Rights to be allocated among the holders of Certificates of
        each
        such Class in accordance with their respective Percentage Interests), and
        (b)
        the remaining Voting Rights (or 100% of the Voting Rights if there is no
        such
        Class of Senior Certificates) shall be allocated among Holders of the remaining
        Classes of Senior and Subordinated Certificates in proportion to the Certificate
        Balances of their respective Certificates on such date.  Each Class of
        Exchangeable Certificates within a Combination shown in Schedule VII hereto
        will
        be allocated a proportionate share of the Voting Rights allocated to the
        related
        Depositable Certificates that have been surrendered.

       

      Weighted
        Average Adjusted Net Mortgage Rate:  For each Loan Group and any
        Distribution Date, the average of the Adjusted Net Mortgage Rates for the
        Mortgage Loans in that Loan Group, weighted on the basis of their respective
        Stated Principal Balances as of the Due Date in the month preceding the month
        of
        such Distribution Date (after giving effect to Principal Prepayments received
        in
        the Prepayment Period related to such Due Date).

       

      
        
          
          

        

        
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      Weighted
        Average Roll Date:  For each applicable Loan Group and related
        Class of Certificates and Components, the Distribution Date in the month
        set
        forth below:

       

      
        	
                
                  Loan
                    Group

                

              	 	
                
                  Weighted
                    Average

                  Roll
                    Date

                

              
	
                1

              	 	
                May
                  2010

              
	
                2

              	 	
                June
                  2012

              
	
                3

              	 	
                July
                  2014

              
	
                4

              	 	
                June
                  2017

              


      

    

     

    
      
        
          
          

        

        
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                SECTION
                  1.02.

              	
                Certain
                  Interpretative Principles.

              


      

      


      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; (g)
        references to any Person include that Person’s permitted successors and assigns;
        and (h) a Mortgage Loan is “30 days delinquent” if any Scheduled Payment has not
        been received by the close of business on the day immediately preceding the
        Due
        Date on which the next Scheduled Payment is due.  Similarly for “60
        days delinquent,” “90 days delinquent” and so on.  Unless otherwise
        provided in this Agreement, the determination as to whether a Mortgage Loan
        falls into a delinquency category shall be made as of the close of business
        on
        the last day of each month prior to the date of determining the
        delinquency.

       

      
        
          
          

        

        
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      ARTICLE
        II

      CONVEYANCE
        OF MORTGAGE LOANS;

      REPRESENTATIONS
        AND WARRANTIES

       

      
        	 	
                SECTION
                  2.01.

              	
                Conveyance
                  of Mortgage Loans

              


      

      


      (a)           Each
        Seller, concurrently with the execution and delivery of this Agreement, hereby
        sells, transfers, assigns, sets over and otherwise conveys to the Depositor,
        without recourse, all its respective right, title and interest in and to
        the
        related Mortgage Loans, including all interest and principal received or
        receivable by such Seller, on or with respect to the applicable Mortgage
        Loans
        after the Cut-off Date and all interest and principal payments on the related
        Mortgage Loans received prior to the Cut-off Date in respect of installments
        of
        interest and principal due thereafter, but not including payments of principal
        and interest due and payable on such Mortgage Loans on or before the Cut-off
        Date.  On or prior to the Closing Date, Countrywide shall deliver to
        the Depositor or, at the Depositor’s direction, to the Trustee or other designee
        of the Depositor, the Mortgage File for each Mortgage Loan listed in the
        Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage
        Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage
        Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans), such delivery
        may take place within thirty (30) days following the Closing
        Date).  Such delivery of the Mortgage Files shall be made against
        payment by the Depositor of the purchase price, previously agreed to by the
        Sellers and Depositor, for the Mortgage Loans.  With respect to any
        Mortgage Loan that does not have a first payment date on or before the Due
        Date
        in the month of the first Distribution Date, Countrywide shall deposit into
        the
        Distribution Account on or before the Distribution Account Deposit Date relating
        to the first Distribution Date, an amount equal to one month’s interest at the
        related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such
        Mortgage Loan.

       

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

       

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

       

      (i)  (A) the
        original Mortgage Note endorsed by manual or facsimile signature in blank
        in the
        following form: “Pay to the order of ____________ without recourse,” with all
        intervening endorsements showing a complete chain of endorsement from the
        originator to the Person endorsing the Mortgage Note (each such endorsement
        being sufficient to transfer all right, title and interest of the party so
        endorsing, as noteholder or assignee thereof, in and to that Mortgage Note);
        or

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (B)                   The
        executed Security Agreement;

       

      (C)                   The
        executed Proprietary Lease;

       

      (D)                   The
        executed Recognition Agreement;

       

      
        
          
          

        

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

       

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

       

      In
        addition, in connection with the assignment of any MERS Mortgage Loan, each
        Seller agrees that it will cause, at the Trustee’s expense, the MERS® System to
        indicate that the Mortgage Loans sold by such Seller to the Depositor have
        been
        assigned by that Seller to the Trustee in accordance with this Agreement
        for the
        benefit of the Certificateholders by including (or deleting, in the case
        of
        Mortgage Loans which are repurchased in accordance with this Agreement) in
        such
        computer files the information required by the MERS® System to identify the
        series of the Certificates issued in connection with such Mortgage
        Loans.  Each Seller further agrees that it will not, and will not
        permit the Master Servicer to, and the Master Servicer agrees that it will
        not,
        alter the information referenced in this paragraph with respect to any Mortgage
        Loan sold by such Seller to the Depositor during the term of this Agreement
        unless and until such Mortgage Loan is repurchased in accordance with the
        terms
        of this Agreement.

       

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

       

      
        
          
          

        

        
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      documents
        required to be delivered by the Depositor or the Master Servicer to the
        Trustee.  In the event that the original Mortgage is not delivered and
        in connection with the payment in full of the related Mortgage Loan and the
        public recording office requires the presentation of a “lost instruments
        affidavit and indemnity” or any equivalent document, because only a copy of the
        Mortgage can be delivered with the instrument of satisfaction or reconveyance,
        the Master Servicer shall execute and deliver or cause to be executed and
        delivered such a document to the public recording office.  In the case
        where a public recording office retains the original recorded Mortgage or
        in the
        case where a Mortgage is lost after recordation in a public recording office,
        Countrywide shall deliver to the Trustee a copy of such Mortgage certified
        by
        such public recording office to be a true and complete copy of the original
        recorded Mortgage.

       

      As
        promptly as practicable subsequent to such transfer and assignment, and in
        any
        event, within one hundred twenty (120) days after such transfer and assignment,
        the Trustee shall (A) as the assignee thereof, affix the following language
        to each assignment of Mortgage:  “CWMBS Series 2007-HY7, The Bank of
        New York as trustee”, (B) cause such assignment to be in proper form for
        recording in the appropriate public office for real property records and
        (C) cause to be delivered for recording in the appropriate public office
        for real property records the assignments of the Mortgages to the Trustee,
        except that (i) with respect to any assignments of Mortgage as to which the
        Trustee has not received the information required to prepare such assignment
        in
        recordable form, the Trustee’s obligation to do so and to deliver the same for
        such recording shall be as soon as practicable after receipt of such information
        and in any event within thirty (30) days after receipt thereof and (ii) the
        Trustee need not cause to be recorded any assignment which relates to a Mortgage
        Loan, the Mortgaged Property and Mortgage File relating to which are located
        in
        any jurisdiction (including Puerto Rico) under the laws of which the recordation
        of such assignment 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 Countrywide to the Trustee within 90 days
        of the
        Closing Date (which opinion may be in the form of a “survey” opinion and is not
        required to be delivered by counsel admitted to practice law in the jurisdiction
        as to which such legal opinion applies).

       

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

       

      Notwithstanding
        anything to the contrary in this Agreement, within thirty (30) days after
        the
        Closing Date with respect to the Mortgage Loans, Countrywide (on its own
        behalf
        and on behalf of Park Granada, Park Monaco and Park Sienna) shall either
        (i) deliver to the Depositor, or at the Depositor’s direction, to the
        Trustee or other designee of the Depositor the Mortgage File as required
        pursuant to this Section 2.01 for each Delay Delivery Mortgage Loan or
        (ii) either (A) substitute a Substitute Mortgage Loan for the Delay
        Delivery Mortgage Loan or (B) repurchase the Delay Delivery Mortgage Loan,
        which substitution or repurchase shall be accomplished in the manner and
        subject
        to the conditions set forth in Section 2.03 (treating each Delay Delivery
        Mortgage Loan as a Deleted Mortgage Loan for purposes of such
        Section 2.03); provided, however, that if Countrywide fails to
        deliver a Mortgage File for any Delay Delivery Mortgage Loan within the thirty
        (30)-day period provided in the prior sentence, Countrywide (on its own behalf
        and on behalf of Park Granada, Park Monaco and Park Sienna) shall use its
        best


       

      
        
          
          

        

        
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      reasonable
        efforts to effect a substitution, rather than a repurchase of, such Deleted
        Mortgage Loan and provided further that the cure period provided for in
        Section 2.02 or in Section 2.03 shall not apply to the initial
        delivery of the Mortgage File for such Delay Delivery Mortgage Loan, but
        rather
        Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
        and
        Park Sienna) shall have five (5) Business Days to cure such failure to deliver.
        At the end of such thirty (30)-day period the Trustee shall send a Delay
        Delivery Certification for the Delay Delivery Mortgage Loans delivered during
        such thirty (30)-day period in accordance with the provisions of
        Section 2.02.

       

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

       

      
        	 	
                SECTION
                  2.02.

              	
                Acceptance
                  by Trustee of the Mortgage
                  Loans.

              


      

      


      (a)           The
        Trustee acknowledges receipt of the documents identified in the Initial
        Certification in the form annexed hereto as Exhibit F (an “Initial
        Certification”) and declares that it holds and will hold such
        documents and the other documents delivered to it constituting the Mortgage
        Files, and that it holds or will hold such other assets as are included in
        the
        Trust Fund, in trust for the exclusive use and benefit of all present and
        future
        Certificateholders.  The Trustee acknowledges that it will maintain
        possession of the Mortgage Notes in the State of California, unless otherwise
        permitted by the Rating Agencies.

       

      The
        Trustee agrees to execute and deliver on the Closing Date to the Depositor,
        the
        Master Servicer and Countrywide (on its own behalf and on behalf of Park
        Granada, Park Monaco and Park Sienna) an Initial Certification in the form
        annexed to this Agreement as Exhibit F.  Based on its review and
        examination, and only as to the documents identified in such Initial
        Certification, the Trustee acknowledges that such documents appear regular
        on
        their face and relate to the Mortgage Loans.  The Trustee shall be
        under no duty or obligation to inspect, review or examine said documents,
        instruments, certificates or other papers to determine that the same are
        genuine, enforceable or appropriate for the represented purpose or that they
        have actually been recorded in the real estate records or that they are other
        than what they purport to be on their face.

       

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

       

      Not
        later
        than 90 days after the Closing Date, the Trustee shall deliver to the Depositor,
        the Master Servicer and Countrywide (on its own behalf and on behalf of Park
        Granada, Park Monaco and Park Sienna) a Final Certification with respect
        to the
        Mortgage Loans in the form annexed hereto as Exhibit H (a
“Final Certification”), with any applicable exceptions
        noted thereon.

       

      
        
          
          

        

        
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      If,
        in
        the course of such review, the Trustee finds any document constituting a
        part of
        a Mortgage File that does not meet the requirements of Section 2.01, the
        Trustee shall list such as an exception in the Final Certification;
provided, however that the Trustee shall not make any
        determination as to whether (i) any endorsement is sufficient to transfer
        all right, title and interest of the party so endorsing, as noteholder or
        assignee thereof, in and to that Mortgage Note or (ii) any assignment is in
        recordable form or is sufficient to effect the assignment of and transfer
        to the
        assignee thereof under the mortgage to which the assignment
        relates.  Countrywide (on its own behalf and on behalf of Park
        Granada, Park Monaco and Park Sienna) shall promptly correct or cure such
        defect
        within 90 days from the date it was so notified of such defect and, if
        Countrywide does not correct or cure such defect within such period, Countrywide
        (on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
        shall either (a) substitute for the related Mortgage Loan a Substitute
        Mortgage Loan, which substitution shall be accomplished in the manner and
        subject to the conditions set forth in Section 2.03, or (b) purchase
        such Mortgage Loan from the Trustee within 90 days from the date Countrywide
        (on
        its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
        was
        notified of such defect in writing at the Purchase Price of such Mortgage
        Loan;
provided, however, that in no event shall such substitution or
        purchase occur more than 540 days from the Closing Date, except that if the
        substitution or purchase of a Mortgage Loan pursuant to this provision is
        required by reason of a delay in delivery of any documents by the appropriate
        recording office, and there is a dispute between either the Master Servicer
        or
        Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
        and
        Park Sienna) and the Trustee over the location or status of the recorded
        document, then such substitution or purchase shall occur within 720 days
        from
        the Closing Date.  The Trustee shall deliver written notice to each
        Rating Agency within 270 days from the Closing Date indicating each Mortgage
        Loan (a) that has not been returned by the appropriate recording office or
        (b) as to which there is a dispute as to location or status of such
        Mortgage Loan.  Such notice shall be delivered every 90 days
        thereafter until the related Mortgage Loan is returned to the
        Trustee.  Any such substitution pursuant to (a) above or purchase
        pursuant to (b) above shall not be effected prior to the delivery to the
        Trustee of the Opinion of Counsel required by Section 2.05, if any, and any
        substitution pursuant to (a) above shall not be effected prior to the additional
        delivery to the Trustee of a Request for Release substantially in the form
        of
        Exhibit N.  No substitution is permitted to be made in any
        calendar month after the Determination Date for such month.  The
        Purchase Price for any such Mortgage Loan shall be deposited by Countrywide
        (on
        its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
        in
        the Certificate Account on or prior to the Distribution Account Deposit Date
        for
        the Distribution Date in the month following the month of repurchase and,
        upon
        receipt of such deposit and certification with respect thereto in the form
        of
        Exhibit N hereto, the Trustee shall release the related Mortgage File to
        Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
        and
        Park Sienna) and shall execute and deliver at Countrywide’s (on its own behalf
        and on behalf of Park Granada, Park Monaco and Park Sienna) request such
        instruments of transfer or assignment prepared by Countrywide, in each case
        without recourse, as shall be necessary to vest in Countrywide (on its own
        behalf and on behalf of Park Granada, Park Monaco and Park Sienna), or its
        designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.
        If pursuant to the foregoing provisions Countrywide (on its own behalf and
        on
        behalf of Park Granada, Park Monaco and Park Sienna) repurchases a Mortgage
        Loan
        that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause
        MERS to
        execute and deliver an assignment of the Mortgage in recordable form to transfer
        the
        Mortgage from MERS to 

       

      
        
          
          

        

        
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      Countrywide
        (on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
        or its designee and shall cause such Mortgage to be removed from registration
        on
        the MERS® System in accordance with MERS’ rules and regulations or (ii) cause
        MERS to designate on the MERS® System Countrywide (on its own behalf and on
        behalf of Park Granada, Park Monaco and Park Sienna) or its designee as the
        beneficial holder of such Mortgage Loan.

       

      (b)           [Reserved].

       

      (c)           [Reserved].

       

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

       

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

       

      
        	 	
                SECTION
                  2.03.

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

              


      

      


      (a)           Countrywide
        hereby makes the representations and warranties set forth in (i) Schedule
        II-A,
        Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference
        incorporated herein, to the Depositor, the Master Servicer and the Trustee,
        as
        of the Closing Date, (ii) Schedule III-A hereto, and by this reference
        incorporated herein, to the Depositor, the Master Servicer and the Trustee,
        as
        of the Closing Date, or if so specified therein, as of the Cut-off Date with
        respect to the Mortgage Loans, and (iii) Schedule III-B hereto, and by this
        reference incorporated herein, to the Depositor, the Master Servicer and
        the
        Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off
        Date with respect to the Mortgage Loans that are Countrywide Mortgage
        Loans.  Park Granada hereby makes the representations and warranties
        set forth in (i) Schedule II-B hereto, and by this reference incorporated
        herein, to the Depositor, the Master Servicer and the Trustee, as of the
        Closing
        Date and (ii) Schedule III-C hereto, and by this reference incorporated herein,
        to the Depositor, the Master Servicer and the Trustee, as of the Closing
        Date,
        or if so specified therein, as of the Cut-off Date with respect to the Mortgage
        Loans that are Park Granada Mortgage Loans.  Park Monaco hereby makes
        the representations and warranties set forth in (i) Schedule II-C hereto,
        and by this reference incorporated herein, to the Depositor, the Master Servicer
        and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and
        by this reference incorporated herein, to the Depositor, the Master Servicer
        and
        the Trustee, as of the Closing Date, or if so specified therein, as of the
        Cut-off Date with respect to the Mortgage Loans that are Park Monaco Mortgage
        Loans.  Park Sienna hereby makes the representations and warranties
        set forth in (i) Schedule II-D hereto, and by this reference incorporated
        herein, to the Depositor, the Master Servicer and the Trustee, as of the
        Closing
        Date and (ii) Schedule III-E hereto, and by this reference incorporated herein,
        to the 

       

      
        
          
          

        

        
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      Depositor,
        the Master Servicer and the Trustee, as of the Closing Date, or if so specified
        therein, as of the Cut-off Date with respect to the Mortgage Loans that are
        Park
        Sienna Mortgage Loans.

       

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

       

      (c)           Upon
        discovery by any of the parties hereto of a breach of a representation or
        warranty with respect to a Mortgage Loan made pursuant to Section 2.03(a)
        that materially and adversely affects the interests of the Certificateholders
        in
        that Mortgage Loan, the party discovering such breach shall give prompt notice
        thereof to the other parties.  Each Seller hereby covenants that
        within 90 days of the earlier of its discovery or its receipt of written
        notice
        from any party of a breach of any representation or warranty with respect
        to a
        Mortgage Loan sold by it pursuant to Section 2.03(a) that materially and
        adversely affects the interests of the Certificateholders in that Mortgage
        Loan,
        it shall cure such breach in all material respects, and if such breach is
        not so
        cured, shall, (i) if such 90-day period expires prior to the second
        anniversary of the Closing Date, remove such Mortgage Loan (a
“Deleted Mortgage Loan”) from the Trust Fund and
        substitute in its place a Substitute Mortgage Loan, in the manner and subject
        to
        the conditions set forth in this Section; or (ii) repurchase the affected
        Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in
        the
        manner set forth below; provided, however, that any such
        substitution pursuant to (i) above shall not be effected prior to the delivery
        to the Trustee of the Opinion of Counsel required by Section 2.05, if any,
        and any such substitution pursuant to (i) above shall not be effected prior
        to
        the additional delivery to the Trustee of a Request for Release substantially
        in
        the form of Exhibit N and the Mortgage File for any such Substitute
        Mortgage Loan.  The Seller repurchasing a Mortgage Loan pursuant to
        this Section 2.03(c) shall promptly reimburse the Master Servicer and the
        Trustee for any expenses reasonably incurred by the Master Servicer or the
        Trustee in respect of enforcing the remedies for such breach.  With
        respect to the representations and warranties described in this
        Section which are made to the best of a Seller’s knowledge, if it is
        discovered by either the Depositor, a Seller or the Trustee that the substance
        of such representation and warranty is inaccurate and such inaccuracy materially
        and adversely affects the value of the related Mortgage Loan or the interests
        of
        the Certificateholders therein, notwithstanding that Seller’s lack of knowledge
        with respect to the substance of such representation or warranty, such
        inaccuracy shall be deemed a breach of the applicable representation or
        warranty.

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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                SECTION
                  2.04.

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

              


      

      


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

       

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

       

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

       

      


      
        	 	
                SECTION
                  2.05.

              	
                Delivery
                  of Opinion of Counsel in Connection with
                  Substitutions.

              


      

      


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

       

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

       

      
        
          
          

        

        
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                SECTION
                  2.06.

              	
                Execution
                  and Delivery of Certificates.

              


      

      


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

       

      
        	 	
                SECTION
                  2.07.

              	
                REMIC
                  Matters.

              


      

      


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

       

      
        	 	
                SECTION
                  2.08.

              	
                Covenants
                  of the Master Servicer.

              


      

      


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

       

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

       

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

       

      
        
          
          

        

        
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      ARTICLE
        III

      ADMINISTRATION
        AND SERVICING

      OF
        MORTGAGE LOANS

       

      
        	 	
                SECTION
                  3.01.

              	
                Master
                  Servicer to Service Mortgage
                  Loans.

              


      

      


      For
        and
        on behalf of the Certificateholders, the Master Servicer shall service and
        administer the Mortgage Loans in accordance with the terms of this Agreement
        and
        customary and usual standards of practice of prudent mortgage loan
        servicers.  In connection with such servicing and administration, the
        Master Servicer shall have full power and authority, acting alone and/or
        through
        Subservicers as provided in Section 3.02, subject to the terms of this
        Agreement (i) to execute and deliver, on behalf of the Certificateholders
        and the Trustee, customary consents or waivers and other instruments and
        documents, (ii) to consent to transfers of any Mortgaged Property and
        assumptions of the Mortgage Notes and related Mortgages (but only in the
        manner
        provided in this Agreement), (iii) to collect any Insurance Proceeds and
        other Liquidation Proceeds (which for the purpose of this Section 3.01 includes
        any Subsequent Recoveries) and (iv) to effectuate foreclosure or other
        conversion of the ownership of the Mortgaged Property securing any Mortgage
        Loan; provided that the Master Servicer shall not take any action that is
        inconsistent with or prejudices the interests of the Trust Fund or the
        Certificateholders in any Mortgage Loan or the rights and interests of the
        Depositor, the Trustee and the Certificateholders under this
        Agreement.  The Master Servicer shall represent and protect the
        interests of the Trust Fund in the same manner as it protects its own interests
        in mortgage loans in its own portfolio in any claim, proceeding or litigation
        regarding a Mortgage Loan, and shall not make or permit any modification,
        waiver
        or amendment of any Mortgage Loan which would cause any REMIC created under
        this
        Agreement to fail to qualify as a REMIC or result in the imposition of any
        tax
        under section 860F(a) or section 860G(d) of the
        Code.  Without limiting the generality of the foregoing, the Master
        Servicer, in its own name or in the name of the Depositor and the Trustee,
        is
        hereby authorized and empowered by the Depositor and the Trustee, when the
        Master Servicer believes it appropriate in its reasonable judgment, to execute
        and deliver, on behalf of the Trustee, the Depositor, the Certificateholders
        or
        any of them, any and all instruments of satisfaction or cancellation, or
        of
        partial or full release or discharge and all other comparable instruments,
        with
        respect to the Mortgage Loans, and with respect to the Mortgaged Properties
        held
        for the benefit of the Certificateholders.  The Master Servicer shall
        prepare and deliver to the Depositor and/or the Trustee such documents requiring
        execution and delivery by either or both of them as are necessary or appropriate
        to enable the Master Servicer to service and administer the Mortgage Loans
        to
        the extent that the Master Servicer is not permitted to execute and deliver
        such
        documents pursuant to the preceding sentence.  Upon receipt of such
        documents, the Depositor and/or the Trustee shall execute such documents
        and
        deliver them to the Master Servicer.  The Master Servicer further is
        authorized and empowered by the Trustee, on behalf of the Certificateholders
        and
        the Trustee, in its own name or in the name of the Subservicer, when the
        Master
        Servicer or the Subservicer, as the case may be, believes it appropriate
        in its
        best judgment to register any Mortgage Loan on the MERS® System, or cause the
        removal from the registration of any Mortgage Loan on the MERS® 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.

       

      
        
          
          

        

        
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      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
        and
        insurance premiums on the related 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.  Except for Modified Delinquent Loans that include Capitalized
        Advances, the costs incurred by the Master Servicer, if any, in effecting
        the
        timely payments of taxes and assessments on the Mortgaged Properties and
        related
        insurance premiums shall not, for the purpose of calculating monthly
        distributions to the Certificateholders, be added to the Stated Principal
        Balances of the related Mortgage Loans, notwithstanding that the terms of
        such
        Mortgage Loans so permit.

       

      
        	 	
                SECTION
                  3.02.

              	
                Subservicing;
                  Enforcement of the Obligations of
                  Subservicers.

              


      

      


      (a)           The
        Master Servicer may arrange for the subservicing of any Mortgage Loan by
        a
        Subservicer pursuant to a subservicing agreement; provided,
however, that such subservicing arrangement and the terms of the
        related
        subservicing agreement must provide for the servicing of such Mortgage Loans
        in
        a manner consistent with the servicing arrangements contemplated under this
        Agreement.  Unless the context otherwise requires, references in this
        Agreement to actions taken or to be taken by the Master Servicer in servicing
        the Mortgage Loans include actions taken or to be taken by a Subservicer
        on
        behalf of the Master Servicer.  Notwithstanding the provisions of any
        subservicing agreement, any of the provisions of this Agreement relating
        to
        agreements or arrangements between the Master Servicer and a Subservicer
        or
        reference to actions taken through a Subservicer or otherwise, the Master
        Servicer shall remain obligated and liable to the Depositor, the Trustee
        and the
        Certificateholders for the servicing and administration of the Mortgage Loans
        in
        accordance with the provisions of this Agreement without diminution of such
        obligation or liability by virtue of such subservicing agreements or
        arrangements or by virtue of indemnification from the Subservicer and to
        the
        same extent and under the same terms and conditions as if the Master Servicer
        alone were servicing and administering the Mortgage Loans.  All
        actions of each Subservicer performed pursuant to the related subservicing
        agreement shall be performed as an agent of the Master Servicer with the
        same
        force and effect as if performed directly by the Master Servicer.

       

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

       

      
        	 	
                SECTION
                  3.03.

              	
                Rights
                  of the Depositor and the Trustee in Respect of the Master
                  Servicer.

              


      

      


      The
        Depositor may, but is not obligated to, enforce the obligations of the Master
        Servicer hereunder and may, but is not obligated to, perform, or cause a
        designee to perform, any defaulted obligation of the Master Servicer hereunder
        and in connection with any such defaulted obligation to exercise the related
        rights of the Master Servicer hereunder; provided that the Master Servicer
        shall
        not be relieved of any of its obligations hereunder by virtue of such
        performance by the Depositor or its designee.  Neither the Trustee nor
        the Depositor shall have 

       

      
        
          
          

        

        
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      any
        responsibility or liability for any action or failure to act by the Master
        Servicer nor shall the Trustee or the Depositor be obligated to supervise
        the
        performance of the Master Servicer under this Agreement or
        otherwise.

       

      
        	 	
                SECTION
                  3.04.

              	
                Trustee
                  to Act as Master Servicer.

              


      

      


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

       

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

       

      
        	 	
                SECTION
                  3.05.

              	
                Collection
                  of Mortgage Loan Payments; Certificate Account; Distribution Account;
                  Principal Reserve Fund.

              


      

      


      (a)           The
        Master Servicer shall make reasonable efforts in accordance with the customary
        and usual standards of practice of prudent mortgage servicers to collect
        all
        payments called for under the terms and provisions of the Mortgage Loans
        to the
        extent such procedures shall be consistent with this Agreement and the terms
        and
        provisions of any related Required Insurance Policy.  Consistent with
        the foregoing, the Master Servicer may in its discretion (i) waive any late
        payment charge or, subject to Section 3.19, any Prepayment Charge or penalty
        interest in connection with the prepayment of a Mortgage Loan and
        (ii) extend the due dates for payments due on a Mortgage Note for a period
        not greater than 180 days; provided, however, that the Master
        Servicer cannot extend the maturity of any such Mortgage Loan more than 180
        days
        past the date on which the final payment is due on the latest maturing Mortgage
        Loan as of the Cut-off Date.  In the event of any such arrangement,
        the Master Servicer shall make Advances on the related Mortgage Loan in
        accordance with the provisions of Section 4.01 during the scheduled period
        in accordance with the amortization schedule of such Mortgage Loan without
        modification thereof by reason of such arrangements; provided, however, that,
        with respect to Modified Delinquent Loans, the Master Servicer shall make
        Advances in accordance with the provisions of Section 4.01 and in accordance
        with the amortization schedule as so 

       

      
        
          
          

        

        
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      modified.  The
        Master Servicer shall not be required to institute or join in litigation
        with
        respect to collection of any payment (whether under a Mortgage, Mortgage
        Note or
        otherwise or against any public or governmental authority with respect to
        a
        taking or condemnation) if it reasonably believes that enforcing the provision
        of the Mortgage or other instrument pursuant to which such payment is required
        is prohibited by applicable law.

       

      (b)           The
        Master Servicer shall establish and maintain a Certificate Account into which
        the Master Servicer shall deposit or cause to be deposited no later than
        two
        Business Days after receipt (or, if (i) the current short-term credit rating
        of
        Countrywide from S&P is below “A-2” or, if Countrywide does not have a
        short-term credit rating from S&P, the current long-term credit rating of
        Countrywide from S&P is below “BBB+”, (ii) the current long-term credit
        rating of Countrywide from Moody’s is below “A3” or (iii) the current short-term
        credit rating of Countrywide from Fitch is below “F2”, the Master Servicer shall
        deposit or cause to be deposited on a daily basis within one Business Day
        of
        receipt), except as otherwise specifically provided in this Agreement, the
        following payments and collections remitted by Subservicers or received by
        it in
        respect of Mortgage Loans subsequent to the Cut-off Date (other than in respect
        of principal and interest due on the Mortgage Loans on or before the Cut
        off
        Date) and the following amounts required to be deposited hereunder:

       

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

       

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

       

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

       

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

       

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

       

      (vi)          all
        Substitution Adjustment Amounts;

       

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

       

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

       

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

       

      
        
          
          

        

        
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      The
        foregoing requirements for remittance by the Master Servicer shall be exclusive,
        it being understood and agreed that, without limiting the generality of the
        foregoing, payments in the nature of Prepayment Interest Excess, late payment
        charges or assumption fees, if collected, need not be remitted by the Master
        Servicer.  In the event that the Master Servicer shall remit any
        amount not required to be remitted, it may at any time withdraw or direct
        the
        institution maintaining the Certificate Account to withdraw such amount from
        the
        Certificate Account, any provision in this Agreement to the contrary
        notwithstanding.  Such withdrawal or direction may be accomplished by
        delivering written notice thereof to the Trustee or such other institution
        maintaining the Certificate Account which describes the amounts deposited
        in
        error in the Certificate Account.  The Master Servicer shall maintain
        adequate records with respect to all withdrawals made pursuant to this
        Section.  All funds deposited in the Certificate Account shall be held
        in trust for the Certificateholders until withdrawn in accordance with Section
        3.08.

       

      (c)           [Reserved].

       

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

       

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

       

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

       

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

       

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

       

      (e)           Each
        institution at which the Certificate Account or the Distribution Account
        is
        maintained shall invest the funds in such account as directed in writing
        by the
        Master Servicer in Permitted Investments, which shall mature not later than
        (i) in the case of the Certificate Account, the second Business Day next
        preceding the related Distribution Account Deposit Date (except that if such
        Permitted Investment is an obligation of the institution that maintains such
        account, then such 

       

      
        
          
          

        

        
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      Permitted
        Investment shall mature not later than the Business Day next preceding such
        Distribution Account Deposit Date) and (ii) in the case of the Distribution
        Account, the Business Day next preceding the Distribution Date (except that
        if
        such Permitted Investment is an obligation of the institution that maintains
        such fund or account, then such Permitted Investment shall mature not later
        than
        such Distribution Date) and, in each case, shall not be sold or disposed
        of
        prior to its maturity.  All such Permitted Investments shall be made
        in the name of the Trustee, for the benefit of the
        Certificateholders.  All income and gain net of any losses realized
        from any such investment of funds on deposit in the Certificate Account or
        the
        Distribution Account shall be for the benefit of the Master Servicer as
        servicing compensation and shall be remitted to it monthly as provided in
        this
        Agreement.  The amount of any realized losses in the Certificate
        Account or the Distribution Account incurred in any such account in respect
        of
        any such investments shall promptly be deposited by the Master Servicer in
        the
        Certificate Account or paid to the Trustee for deposit into the Distribution
        Account, as applicable.  The Trustee in its fiduciary capacity shall
        not be liable for the amount of any loss incurred in respect of any investment
        or lack of investment of funds held in the Certificate Account or the
        Distribution Account and made in accordance with this Section 3.05.

       

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

       

      (g)           The
        Trustee shall establish and maintain, on behalf of the Holders of the Class
        P
        Certificateholders, a Principal Reserve Fund in the name of the
        Trustee.  On the Closing Date, the Depositor shall deposit into the
        Principal Reserve Fund $400.  Funds on deposit in the Principal
        Reserve Fund shall not be invested.

       

      
        	 	
                SECTION
                  3.06.

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

              


      

      


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

       

      (b)           Withdrawals
        of amounts so collected from the Escrow Accounts may be made only to effect
        timely payment of taxes, assessments, hazard insurance premiums, condominium
        or
        PUD association dues, or comparable items, to reimburse the Master Servicer
        out
        of related collections for any payments made pursuant to Sections 3.01
        (with respect to taxes and assessments and insurance premiums) and 3.09 (with
        respect to hazard insurance), to refund to any Mortgagors any sums determined
        to
        be overages, to pay interest, if required by law or the terms of the related
        Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account
        or to
        clear and terminate the Escrow Account at the termination of this Agreement
        in
        accordance with Section 9.01.  The Escrow Accounts shall not be a part
        of the Trust Fund.

       

      (c)           The
        Master Servicer shall advance any payments referred to in Section 3.06(a)
        that are not timely paid by the Mortgagors on the date when the tax, premium
        or
        other cost for

       

      
        
          
          

        

        
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       which
        such payment is intended is due, but the Master Servicer shall be required
        so to
        advance only to the extent that such advances, in the good faith judgment
        of the
        Master Servicer will be recoverable by the Master Servicer out of Insurance
        Proceeds, Liquidation Proceeds or otherwise.

       

      
        	 	
                SECTION
                  3.07.

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans.

              


      

      


      The
        Master Servicer shall afford each Seller, the Depositor and the Trustee
        reasonable access to all records and documentation regarding the Mortgage
        Loans
        and all accounts, insurance information and other matters relating to this
        Agreement, such access being afforded without charge, but only upon reasonable
        request and during normal business hours at the office designated by the
        Master
        Servicer.

       

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

       

      
        	 	
                SECTION
                  3.08.

              	
                Permitted
                  Withdrawals from the Certificate Account, the Distribution Account
                  and the
                  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 retained by the
        Master
        Servicer), the servicing compensation to which it is entitled pursuant to
        Section 3.14 and to pay to the Master Servicer, as additional servicing
        compensation, earnings on or investment income with respect to funds in or
        credited to the Certificate Account;

       

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

       

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

       

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

       

      (v)           to
        reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the
        Master Servicer’s right to reimbursement pursuant to this clause (a) with
        respect to any Mortgage Loan being limited to amounts 

       

      
        
          
          

        

        
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      received
        on such Mortgage Loan(s) that represent late recoveries of the payments for
        which such advances were made pursuant to Section 3.01 or Section 3.06 and
        (b)
        for unpaid Master Servicing Fees as provided in Section 3.11;

       

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

       

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

       

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

       

      (ix)         on
        or prior to the Distribution Account Deposit Date, to withdraw an amount
        equal
        to the sum of (a) the related Available Funds, (b) the related Prepayment
        Charge
        Amount and (c) the pro rata portion of the Trustee Fee for such Distribution
        Date (based on the aggregate Stated Principal Balance of the Mortgage Loans
        in
        each Loan Group) and remit such amount to the Trustee for deposit in the
        Distribution Account; and

       

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

       

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

       

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

       

      (i)           to
        pay to itself the Trustee Fee for the related Distribution Date;

       

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

       

      (iii)         to
        withdraw and return to the Master Servicer any amount deposited in the
        Distribution Account and not required to be deposited therein;

       

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

       

      
        
          
          

        

        
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      Advance
        was made and (y) amounts not otherwise reimbursed to the Trustee pursuant
        to
        Section 3.08(a)(ii) hereof;

       

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

       

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

       

      (c)          On
        the Business Day before a Class P Principal Distribution Date, the Trustee
        shall
        transfer from the Principal Reserve Fund to the Distribution Account $100
        and
        shall distribute such amount to the related Class of Class P Certificates
        on
        that Class P Principal Distribution Date.  Following the distributions
        to be made in accordance with the preceding sentence for the latest Class
        P
        Principal Distribution Date, the Trustee shall then terminate the Principal
        Reserve Fund.

       

      
        	 	
                SECTION
                  3.09.

              	
                Maintenance
                  of Hazard Insurance; Maintenance of Primary Insurance
                  Policies.

              


      

      


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

       

      
        
          
          

        

        
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      such
        insurance available for the related Mortgaged Property under the national
        flood
        insurance program.

       

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

       

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

       

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

       

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

       

      
        	 	
                SECTION
                  3.10.

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

              


      

      


      (a)           Except
        as otherwise provided in this Section, when any property subject to a Mortgage
        has been conveyed by the Mortgagor, the Master Servicer shall to the extent
        that
        it has knowledge of such conveyance, enforce any due-on-sale clause contained
        in
        any Mortgage Note or Mortgage, to the extent permitted under applicable law
        and
        governmental regulations, but only to the extent that such enforcement will
        not
        adversely affect or jeopardize coverage under any Required Insurance
        Policy.  Notwithstanding the foregoing, the Master Servicer is not
        required to exercise such rights with respect to a Mortgage Loan if the Person
        to whom the related Mortgaged Property has been conveyed or is proposed to
        be
        conveyed satisfies the terms and conditions contained in the Mortgage Note
        and
        Mortgage related thereto and the consent of the mortgagee under such Mortgage
        Note or Mortgage is not otherwise so required under such Mortgage Note or
        Mortgage as a condition to such transfer.  In the event that the
        Master Servicer is prohibited by law from enforcing any such due-on-sale
        clause,
        or if coverage under any Required Insurance Policy would be adversely affected,
        or if nonenforcement is otherwise permitted hereunder, the Master Servicer
        is
        authorized, subject to Section 3.10(b), to take or 

       

      
        
          
          

        

        
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      enter
        into an assumption and modification agreement from or with the person to
        whom
        such property has been or is about to be conveyed, pursuant to which such
        person
        becomes liable under the Mortgage Note and, unless prohibited by applicable
        state law, the Mortgagor remains liable thereon, provided that the Mortgage
        Loan
        shall continue to be covered (if so covered before the Master Servicer enters
        such agreement) by the applicable Required Insurance Policies.  The
        Master Servicer, subject to Section 3.10(b), is also authorized with the
        prior approval of the insurers under any Required Insurance Policies to enter
        into a substitution of liability agreement with such Person, pursuant to
        which
        the original Mortgagor is released from liability and such Person is substituted
        as Mortgagor and becomes liable under the Mortgage
        Note.  Notwithstanding the foregoing, the Master Servicer shall not be
        deemed to be in default under this Section by reason of any transfer or
        assumption which the Master Servicer reasonably believes it is restricted
        by law
        from preventing, for any reason whatsoever.

       

      (b)           Subject
        to the Master Servicer’s duty to enforce any due-on-sale clause to the extent
        set forth in Section 3.10(a), in any case in which a Mortgaged Property has
        been conveyed to a Person by a Mortgagor, and such Person is to enter into
        an
        assumption agreement or modification agreement or supplement to the Mortgage
        Note or Mortgage that requires the signature of the Trustee, or if an instrument
        of release signed by the Trustee is required releasing the Mortgagor from
        liability on the Mortgage Loan, the Master Servicer shall prepare and deliver
        or
        cause to be prepared and delivered to the Trustee for signature and shall
        direct, in writing, the Trustee to execute the assumption agreement with
        the
        Person to whom the Mortgaged Property is to be conveyed and such modification
        agreement or supplement to the Mortgage Note or Mortgage or other instruments
        as
        are reasonable or necessary to carry out the terms of the Mortgage Note or
        Mortgage or otherwise to comply with any applicable laws regarding assumptions
        or the transfer of the Mortgaged Property to such Person.  In
        connection with any such assumption, no material term of the Mortgage Note
        may
        be changed.  In addition, the substitute Mortgagor and the Mortgaged
        Property must be acceptable to the Master Servicer in accordance with its
        underwriting standards as then in effect.  Together with each such
        substitution, assumption or other agreement or instrument delivered to the
        Trustee for execution by it, the Master Servicer shall deliver an Officer’s
        Certificate signed by a Servicing Officer stating that the requirements of
        this
        subsection have been met in connection therewith.  The Master Servicer
        shall notify the Trustee that any such substitution or assumption agreement
        has
        been completed by forwarding to the Trustee the original of such substitution
        or
        assumption agreement, which in the case of the original shall be added to
        the
        related Mortgage File and shall, for all purposes, be considered a part of
        such
        Mortgage File to the same extent as all other documents and instruments
        constituting a part thereof.  Any fee collected by the Master Servicer
        for entering into an assumption or substitution of liability agreement will
        be
        retained by the Master Servicer as additional servicing
        compensation.

       

      
        	 	
                SECTION
                  3.11.

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

              


      

      


      (a)           The
        Master Servicer shall use reasonable efforts to foreclose upon or otherwise
        comparably convert the ownership of properties securing such of the Mortgage
        Loans as come into and continue in default and as to which no satisfactory
        arrangements can be made for collection of delinquent payments.  In
        connection with any foreclosure or other conversion, the Master Servicer
        shall
        follow such practices and procedures as it shall deem necessary or 

       

      
        
          
          

        

        
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      advisable
        and as shall be normal and usual in its general mortgage servicing activities
        and meet the requirements of the insurer under any Required Insurance Policy;
        provided, however, that the Master Servicer shall not be required
        to expend its own funds in connection with any foreclosure or towards the
        restoration of any property unless it shall determine (i) that such
        restoration and/or foreclosure will increase the proceeds of liquidation
        of the
        Mortgage Loan after reimbursement to itself of such expenses and (ii) that
        such expenses will be recoverable to it through the proceeds of liquidation
        of
        the Mortgage Loan and Subsequent Recoveries (respecting which it shall have
        priority for purposes of withdrawals from the Certificate
        Account).  The Master Servicer shall be responsible for all other
        costs and expenses incurred by it in any such proceedings; provided,
however, that it shall be entitled to reimbursement thereof from
        the
        proceeds of liquidation of the Mortgage Loan and Subsequent Recoveries with
        respect to the related Mortgaged Property, as provided in the definition
        of
        Liquidation Proceeds.  If the Master Servicer has knowledge that a
        Mortgaged Property which the Master Servicer is contemplating acquiring in
        foreclosure or by deed in lieu of foreclosure is located within a one mile
        radius of any site listed in the Expenditure Plan for the Hazardous Substance
        Clean Up Bond Act of 1984 or other site with environmental or hazardous waste
        risks known to the Master Servicer, the Master Servicer will, prior to acquiring
        the Mortgaged Property, consider such risks and only take action in accordance
        with its established environmental review procedures.

       

      With
        respect to any REO Property, the deed or certificate of sale shall be taken
        in
        the name of the Trustee for the benefit of the Certificateholders, or its
        nominee, on behalf of the Certificateholders.  The Trustee’s name
        shall be placed on the title to such REO Property solely as the Trustee
        hereunder and not in its individual capacity.  The Master Servicer
        shall ensure that the title to such REO Property references the Pooling and
        Servicing Agreement and the Trustee’s capacity thereunder.  The Master
        Servicer shall allow any REO Property that was subject to a lease at the
        time of
        acquisition through foreclosure or deed-in-lieu of foreclosure to continue
        to be
        rented pursuant to such lease, but upon the expiration of such lease, the
        Master
        Servicer shall not take any action to rent the related REO
        Property.  Pursuant to its efforts to sell such REO Property, the
        Master Servicer shall either itself or through an agent selected by the Master
        Servicer protect and conserve such REO Property in the same manner and to
        such
        extent as is customary in the locality where such REO Property is
        located.  The Master Servicer shall prepare for and deliver to the
        Trustee a statement with respect to each REO Property that has been rented
        showing the aggregate rental income received and all expenses incurred in
        connection with the maintenance of such REO Property at such times as is
        necessary to enable the Trustee to comply with the reporting requirements
        of the
        REMIC Provisions.  Any net monthly income from such REO Property shall
        be deposited in the Certificate Account no later than the close of business
        on
        each Determination Date.  The Master Servicer shall perform the tax
        reporting and withholding required by Sections 1445 and 6050J of the Code
        with respect to foreclosures and abandonments, the tax reporting required
        by
        Section 6050H of the Code with respect to the receipt of mortgage interest
        from individuals and any tax reporting required by Section 6050P of the
        Code with respect to the cancellation of indebtedness by certain financial
        entities, by preparing such tax and information returns as may be required,
        in
        the form required, and delivering the same to the Trustee for
        filing.

       

      In
        the
        event that the Trust Fund acquires any Mortgaged Property as aforesaid or
        otherwise in connection with a default or imminent default on a Mortgage
        Loan,
        the Master Servicer shall dispose of such Mortgaged Property as soon as
        practicable in a manner that 

       

      
        
          
          

        

        
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      maximizes
        the Liquidation Proceeds thereof, but in no event later than three years
        after
        its acquisition by the Trust Fund.  In the event that the Trustee
        shall have been supplied with an Opinion of Counsel to the effect that the
        holding by the Trust Fund of such Mortgaged Property subsequent to a three-year
        period, if applicable, will not result in the imposition of taxes on “prohibited
        transactions” of any REMIC hereunder as defined in Section 860F of the Code or
        cause any REMIC hereunder to fail to qualify as a REMIC at any time that
        any
        Certificates are outstanding, then 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 allowed to continue
        to be
        rented or otherwise used for the production of income by or on behalf of
        the
        Trust Fund in such a manner or pursuant to any terms that would (i) cause
        such
        Mortgaged Property to fail to qualify as “foreclosure property” within the
        meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder
        to
        the imposition of any federal, state or local income taxes on the income
        earned
        from such Mortgaged Property under Section 860G(c) of the Code or otherwise,
        unless the Master Servicer has agreed to indemnify and hold harmless the
        Trust
        Fund with respect to the imposition of any such taxes.

       

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

       

      The
        decision of the Master Servicer to foreclose on a defaulted Mortgage Loan
        shall
        be subject to a determination by the Master Servicer that the proceeds of
        such
        foreclosure would exceed the costs and expenses of bringing such a
        proceeding.  The income earned from the rental of any REO Properties,
        net of reimbursement to the Master Servicer for expenses incurred (including
        any
        property or other taxes) in connection with such management and net of
        unreimbursed Master Servicing Fees, Advances and Servicing Advances, shall
        be
        applied to the payment of principal of and interest on the related defaulted
        Mortgage Loans (with interest accruing as though such Mortgage Loans were
        still
        current) and all such income shall be deemed, for all purposes in this
        Agreement, to be payments on account of principal and interest on the related
        Mortgage Notes and shall be deposited into the Certificate
        Account.  To the extent the net income received during any calendar
        month is in excess of the amount attributable to amortizing principal and
        accrued interest at the related Mortgage Rate on the related Mortgage Loan
        for
        such calendar month, such excess shall be considered to be a partial prepayment
        of principal of the related Mortgage Loan.

       

      The
        proceeds from any liquidation of a Mortgage Loan, as well as any income from
        an
        REO Property, will be applied in the following order of priority: first,
        to
        reimburse the Master Servicer for any related unreimbursed Servicing Advances
        and Master Servicing Fees; second, to reimburse the Master Servicer or the
        Trustee for any unreimbursed Advances; third, to reimburse the Certificate
        Account for any Nonrecoverable Advances (or portions thereof) that were
        previously withdrawn by the Master Servicer or the Trustee pursuant to
        Section 3.08(a)(iii) that 

       

      
        
          
          

        

        
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      related
        to such Mortgage Loan; fourth, to accrued and unpaid interest (to the extent
        no
        Advance has been made for such amount or any such Advance has been reimbursed)
        on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage
        Rate
        to the Due Date occurring in the month in which such amounts are required
        to be
        distributed; and fifth, as a recovery of principal of the Mortgage
        Loan.  Excess Proceeds, if any, from the liquidation of a Liquidated
        Mortgage Loan will be retained by the Master Servicer as additional servicing
        compensation pursuant to Section 3.14.

       

      The
        Master Servicer, in its sole discretion, shall have the right to purchase
        for
        its own account from the Trust Fund any Mortgage Loan which is 151 days or
        more
        delinquent at a price equal to the Purchase Price; provided, however, that
        the
        Master Servicer may only exercise this right on or before the next to the
        last
        day of the calendar month in which such Mortgage Loan became 151 days delinquent
        (such month, the “Eligible Repurchase Month”);
        provided further, that any such Mortgage Loan which becomes current but
        thereafter becomes delinquent may be purchased by the Master Servicer pursuant
        to this Section in any ensuing Eligible Repurchase Month.  The Master
        Servicer, in its sole discretion, shall also have the right to purchase for
        its
        own account from the Trust Fund at a price equal to the Purchase Price any
        Eligible EPD Protected Mortgage Loan.  The Master Servicer’s right to
        purchase any such Eligible EPD Protected Mortgage Loan shall expire on the
        270th
        day following the date on which the related Mortgage Loan became an Eligible
        EPD
        Protected Mortgage Loan.  The Purchase Price for any Mortgage Loan
        purchased under this Section 3.11 shall be deposited in the Certificate Account
        and the Trustee, upon receipt of a certificate from the Master Servicer in
        the
        form of Exhibit N to this Agreement, shall release or cause to be released
        to the purchaser of such Mortgage Loan the related Mortgage File and shall
        execute and deliver such instruments of transfer or assignment prepared by
        the
        purchaser of such Mortgage Loan, in each case without recourse, as shall
        be
        necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan
        released pursuant hereto and the purchaser of such Mortgage Loan shall succeed
        to all the Trustee’s right, title and interest in and to such Mortgage Loan and
        all security and documents related thereto.  Such assignment shall be
        an assignment outright and not for security.  The purchaser of such
        Mortgage Loan shall thereupon own such Mortgage Loan, and all security and
        documents, free of any further obligation to the Trustee or the
        Certificateholders with respect thereto.

       

      (b)           Countrywide
        is permitted to solicit Mortgagors for reductions to the Mortgage Rates of
        their
        respective Mortgage Loans so long as the Mortgagors are not selected for
        solicitation based on the inclusion of the related Mortgage Loans in the
        Trust
        Fund.  If a Mortgagor requests a reduction to the Mortgage Rate for
        the related Mortgage Loan, the Master Servicer shall agree to a reduction
        in the
        Mortgage Rate of that Mortgage Loan (the “Modified Mortgage
        Loan”) if (i) no monetary default exists with respect to such
        Mortgage Loan and (ii) Countrywide, in its corporate capacity, agrees to
        purchase the Modified Mortgage Loan from the Trust Fund immediately following
        the modification 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 Countrywide 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 Countrywide.  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 

       

      
        
          
          

        

        
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      purposes,
        the Trustee shall account for such purchase as a prepayment in full of the
        Modified Mortgage Loan.

       

      Countrywide
        shall remit the Purchase Price for any Modified Mortgage Loan to the Master
        Servicer for deposit into 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 Countrywide
        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 Countrywide any Modified Mortgage Loan previously transferred and
        assigned pursuant hereto.  Countrywide covenants and agrees to
        indemnify the Trust Fund against any liability for any “prohibited transaction”
taxes and any related interest, additions, and penalties imposed on the Trust
        Fund established hereunder as a result of any modification of a Mortgage
        Loan
        effected pursuant to this subsection (b), any holding of a Modified Mortgage
        Loan by the Trust Fund or any purchase of a Modified Mortgage Loan by
        Countrywide (but such obligation shall not prevent Countrywide or any other
        appropriate Person from in good faith contesting any such tax in appropriate
        proceedings and shall not prevent Countrywide from withholding payment of
        such
        tax, if permitted by law, pending the outcome of such
        proceedings).  Countrywide 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 Countrywide.  Nothing in
        this Section 3.11(b) restricts the ability of the Master Servicer to modify
        a
        Mortgage Loan in a manner that is consistent with the servicing standard
        set
        forth in Section 3.01; provided, however, that Countrywide shall have no
        obligation to purchase any such modified Mortgage Loan.

       

      
        	 	
                SECTION
                  3.12.

              	
                Trustee
                  to Cooperate; Release of Mortgage
                  Files.

              


      

      


      Upon
        the
        payment in full of any Mortgage Loan, or the receipt by the Master Servicer
        of a
        notification that payment in full will be escrowed in a manner customary
        for
        such purposes, the Master Servicer will immediately notify the Trustee by
        delivering, or causing to be delivered a Request for Release substantially
        in
        the form of Exhibit N.  Upon receipt of such request, the Trustee
        shall promptly release the related Mortgage File to the Master Servicer,
        and the
        Trustee shall at the Master Servicer’s direction execute and deliver to the
        Master Servicer the request for reconveyance, deed of reconveyance or release
        or
        satisfaction of mortgage or such instrument releasing the lien of the Mortgage
        in each case provided by the Master Servicer, together with the Mortgage
        Note
        with written evidence of cancellation thereon.  The Master Servicer is
        authorized to cause the removal from the registration on the MERS System
        of such
        Mortgage and to execute and deliver, on behalf of the Trustee and the
        Certificateholders or any of them, any and all instruments of satisfaction
        or
        cancellation or of partial or full release.  Expenses incurred in
        connection with any instrument of satisfaction or deed of reconveyance shall
        be
        chargeable to the related Mortgagor.  From time to time and as shall
        be appropriate for the servicing or foreclosure of any Mortgage Loan, including
        for such purpose, collection under any policy of flood insurance, any fidelity
        bond or errors or omissions policy, or for the purposes of effecting a partial
        release of any Mortgaged Property from the lien of the Mortgage or the making
        of
        any corrections to the Mortgage Note or the Mortgage or any of the other
        documents included in the Mortgage File, the Trustee shall, upon delivery
        to the
        Trustee of a Request for Release in the form of Exhibit M signed by a Servicing
        Officer, release the Mortgage File to the 

       

      
        
          
          

        

        
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      Master
        Servicer.  Subject to the further limitations set forth below, the
        Master Servicer shall cause the Mortgage File or documents so released to
        be
        returned to the Trustee when the need therefor by the Master Servicer no
        longer
        exists, unless the Mortgage Loan is liquidated and the proceeds thereof are
        deposited in the Certificate Account, in which case the Master Servicer shall
        deliver to the Trustee a Request for Release in the form of Exhibit N, signed
        by
        a Servicing Officer.

       

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

       

      
        	 	
                SECTION
                  3.13.

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

              


      

      


      Notwithstanding
        any other provisions of this Agreement, the Master Servicer shall transmit
        to
        the Trustee as required by this Agreement all documents and instruments in
        respect of a Mortgage Loan coming into the possession of the Master Servicer
        from time to time and shall account fully to the Trustee for any funds received
        by the Master Servicer or which otherwise are collected by the Master Servicer
        as Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries in respect
        of any Mortgage Loan.  All Mortgage Files and funds collected or held
        by, or under the control of, the Master Servicer in respect of any Mortgage
        Loans, whether from the collection of principal and interest payments or
        from
        Liquidation Proceeds and any Subsequent Recoveries, including but not limited
        to, any funds on deposit in the Certificate Account, shall be held by the
        Master
        Servicer for and on behalf of the Trustee and shall be and remain the sole
        and
        exclusive property of the Trustee, subject to the applicable provisions of
        this
        Agreement.  The Master Servicer also agrees that it shall not create,
        incur or subject any Mortgage File or any funds that are deposited in the
        Certificate Account, Distribution Account or any Escrow Account, or any funds
        that otherwise are or may become due or payable to the Trustee for the benefit
        of the Certificateholders, to any claim, lien, security interest, judgment,
        levy, writ of attachment or other encumbrance, or assert by legal action
        or
        otherwise any claim or right of setoff against any Mortgage File or any funds
        collected on, or in connection with, a Mortgage Loan, except, however, that
        the
        Master Servicer shall be entitled to set off against and deduct from any
        such
        funds any amounts that are properly due and payable to the Master Servicer
        under
        this Agreement.

       

      
        	 	
                SECTION
                  3.14.

              	
                Servicing
                  Compensation.

              


      

      


      As
        compensation for its activities hereunder, the Master Servicer shall be entitled
        to retain or withdraw from the Certificate Account an amount equal to the
        Master
        Servicing Fee; provided, that the aggregate Master Servicing Fee with respect
        to
        any Distribution Date shall be reduced (i)  by an amount equal to the
        aggregate of the Prepayment Interest Shortfalls on all of the Mortgage Loans,
        if
        any, with respect to such Distribution Date, but not to exceed the Compensating
        Interest for such Distribution Date, and (ii) with respect to the first
        Distribution 

       

      
        
          
          

        

        
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      Date,
        an
        amount equal to any amount to be deposited into the Distribution Account
        by the
        Depositor pursuant to Section  2.01(a) and not so
        deposited.

       

      Additional
        servicing compensation in the form of Excess Proceeds, Prepayment Interest
        Excess, assumption fees, late payment charges and all income and gain net
        of any
        losses realized from Permitted Investments shall be retained by the Master
        Servicer to the extent not required to be deposited in the Certificate Account
        pursuant to Section 3.05.  The Master Servicer shall be required
        to pay all expenses incurred by it in connection with its master servicing
        activities hereunder (including payment of any premiums for hazard insurance
        and
        any Primary Insurance Policy and maintenance of the other forms of insurance
        coverage required by this Agreement) and shall not be entitled to reimbursement
        therefor except as specifically provided in this Agreement.

       

      
        	 	
                SECTION
                  3.15.

              	
                Access
                  to Certain Documentation.

              


      

      


      The
        Master Servicer shall provide to the OTS and the FDIC and to comparable
        regulatory authorities supervising Certificateholders or Certificate Owners
        and
        the examiners and supervisory agents of the OTS, the FDIC and such other
        authorities, access to the documentation regarding the Mortgage Loans required
        by applicable regulations of the OTS and the FDIC.  Such access shall
        be afforded without charge, but only upon reasonable and prior written request
        and during normal business hours at the offices designated by the Master
        Servicer.  Nothing in this Section shall limit the obligation of the
        Master Servicer to observe any applicable law prohibiting disclosure of
        information regarding the Mortgagors and the failure of the Master Servicer
        to
        provide access as provided in this Section as a result of such obligation
        shall
        not constitute a breach of this Section.

       

      
        	 	
                SECTION
                  3.16.

              	
                Annual
                  Statement as to Compliance.

              


      

      


      (a)           The
        Master Servicer shall deliver to the Depositor and the Trustee on or before
        March 15 of each year, commencing with its 2008 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 (or
        applicable portion thereof) 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 in all material respects
        throughout such year (or applicable portion thereof), or, if there has been
        a
        failure to fulfill any such obligation in any material respect, specifying
        each
        such failure known to such officer and the nature and status
        thereof.

       

      (b)           The
        Master Servicer shall cause each Subservicer to deliver to the Depositor
        and the
        Trustee on or before March 15 of each year, commencing with its 2008 fiscal
        year, an Officer’s Certificate stating, as to the signer thereof, that (i) a
        review of the activities of such Subservicer during the preceding calendar
        year
        (or applicable portion thereof) and of the performance of the Subservicer
        under
        the applicable Subservicing Agreement or primary servicing agreement, has
        been
        made under such officer’s supervision and (ii) to the best of such officer’s
        knowledge, based on such review, such Subservicer has fulfilled all its
        obligations under the applicable Subservicing Agreement or primary servicing
        agreement, in all material respects throughout such year (or applicable portion
        thereof), or, if there has been a failure to 

       

      
        
          
          

        

        
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      fulfill
        any such obligation in any material respect, specifying each such failure
        known
        to such officer and the nature and status thereof.

       

      (c)           The
        Trustee shall forward a copy of each such statement to each Rating
        Agency.

       

      
        	 	
                SECTION
                  3.17.

              	
                Errors
                  and Omissions Insurance; Fidelity
                  Bonds.

              


      

      


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

       

      
        	 	
                SECTION
                  3.18.

              	
                Notification
                  of Adjustments.

              


      

      


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

       

      
        	 	
                SECTION
                  3.19.

              	
                Prepayment
                  Charges.

              


      

      


      (a)           Notwithstanding
        anything in this Agreement to the contrary, in the event of a Principal
        Prepayment in full or in part of a Mortgage Loan, the Master Servicer may
        not
        waive any Prepayment Charge or portion thereof required by the terms of the
        related Mortgage Note unless (i) such Mortgage Loan is in default or the
        Master
        Servicer believes that such a default is imminent, and the Master Servicer
        determines that such waiver would maximize 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 in a Loan Group, the
        Master
        Servicer shall deliver to the Trustee an Officer’s Certificate substantially in
        the form of Exhibit T

       

      
        
          
          

        

        
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       no
        later than the third Business Day following the immediately succeeding
        Determination Date with a copy to the Holders of the applicable Class of
        Class P
        Certificates.  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)           Countrywide
        represents and warrants to the Depositor and the Trustee, as of the Closing
        Date, that the information contained in clauses (xx), (xxi) and (xxii) of
        the
        Mortgage Loan Schedule 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
        the
        right of the Class P Certificateholders 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 Master Servicer of breach, Countrywide shall cure the breach in
        all
        material respects or shall pay to the Master Servicer for deposit 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.

              


      

      


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

       

      (b)           If
        the Master Servicer determines that it will be unable to comply with its
        obligation to make the Advances as and when described in the second sentence
        of
        Section 4.01(a), the Master Servicer shall use its best efforts to give written
        notice thereof to the Trustee (each such notice a “Trustee Advance Notice”; and
        such notice may be given by telecopy), not later than 3:00 P.M., New York
        time,
        on the Business Day immediately preceding the related Master Servicer Advance
        Date, specifying the amount that will not be deposited by the Master Servicer
        (each such amount an “Advance Deficiency”) and certifying that such Advance
        Deficiency constitutes an Advance hereunder and is not a Nonrecoverable
        Advance.  If the Trustee receives a Trustee Advance Notice on or
        before 3:30 P.M., New York time on a Master Servicer Advance Date, the Trustee
        shall, not later than 3:00 P.M., New York time, on the related Distribution
        Date, deposit in the Distribution Account an amount equal to the Advance
        Deficiency identified in such Trustee Advance Notice unless it is prohibited
        from so doing by applicable law.  Notwithstanding the foregoing, the
        Trustee shall not be required to make such deposit if the Trustee shall have
        received written notification from the Master Servicer that the Master Servicer
        has deposited or caused to be deposited in the Certificate Account an amount
        equal to such Advance Deficiency.  All Advances made by the Trustee
        pursuant to this Section 4.01(b) shall accrue interest on behalf of the Trustee
        at the Trustee Advance Rate from and including the date such Advances are
        made
        to but excluding the date of repayment, with such interest being an obligation
        of the Master Servicer and not the Trust Fund.  The Master Servicer
        shall reimburse the Trustee for the amount of any Advance made by the Trustee
        pursuant to this Section 4.01(b) together with accrued interest, not later
        than
        the fifth day following the related Master Servicer Advance Date.  In
        the event that the Master Servicer does not reimburse the Trustee in accordance
        with the requirements of the preceding sentence, the Trustee shall have the
        right, but not the obligation, to immediately (a) terminate all of the rights
        and obligations of the Master Servicer under this Agreement in accordance
        with
        Section 7.01 and (b) subject to the limitations set forth in Section 3.04,
        assume all of the rights and obligations of the Master Servicer
        hereunder.

       

      
        
          
          

        

        
          85

          
            

          

        

        
          
          

        

      

       

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

       

      
        	 	
                SECTION
                  4.02.

              	
                Priorities
                  of Distribution.

              


      

      


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

       

      (i)           [Reserved];

       

      (ii)         concurrently,
        to each interest-bearing Class of Group 1 Senior Certificates, an amount
        allocable to interest equal to the related Class Optimal Interest Distribution
        Amount for such Distribution Date, any shortfall being allocated among such
        Classes in proportion to the amount of the Class Optimal Interest Distribution
        Amount that would have been distributed in the absence of such
        shortfall;

       

      (iii)        [Reserved];

       

      (iv)         to
        each Class of Group 1 Senior Certificates, concurrently as follows:

       

      (x)           [Reserved];
        and

       

      (y)           the
        related Principal Amount, up to the amount of the Senior Principal Distribution
        Amount for Loan Group 1 for such Distribution Date will be distributed,
        sequentially:

       

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

       

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

       

      (2)          With
        respect to the Available Funds for Loan Group 2, on each Distribution Date,
        the
        Trustee shall withdraw such Available Funds from the Distribution Account
        and
        apply such funds to distributions on the specified Classes of Group 2 Senior
        Certificates in the following order, in each case, to the extent of such
        funds
        remaining:

       

      (i)           [Reserved];

       

      
        
          
          

        

        
          86

          
            

          

        

        
          
          

        

      

       

      (ii)           concurrently,
        to each interest-bearing Class of Group 2 Senior Certificates, an amount
        allocable to interest equal to the related Class Optimal Interest Distribution
        Amount for such Distribution Date, any shortfall being allocated among such
        Classes in proportion to the amount of the Class Optimal Interest Distribution
        Amount that would have been distributed in the absence of such
        shortfall;

       

      (iii)         [Reserved];

       

      (iv)          to
        each Class of Group 2 Senior Certificates, concurrently as follows:

       

      (x)           [Reserved];
        and

       

      (y)           the
        related Principal Amount, up to the amount of the Senior Principal Distribution
        Amount for Loan Group 2 for such Distribution Date will be distributed,
        concurrently:

       

      (a)           the
        Group 2 Percentage, sequentially:

       

      (i)           in
        an amount up to $1,000 on each Distribution Date to the Class 2-A-1A
        Certificates, until its Class Certificate Balance is reduced to
        zero;

       

      (ii)           on
        and after the Distribution Date in November 2008, in an amount up to the
        Class
        2-A-1B/C Payment Amount, concurrently, to the Class 2-A-1B and Class 2-A-1C
        Certificates, pro rata, until their respective Class Certificate Balances
        are
        reduced to zero;

       

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

       

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

       

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

       

      (3)          With
        respect to the Available Funds for Loan Group 3, on each Distribution Date,
        the
        Trustee shall withdraw such Available Funds from the Distribution Account
        and
        apply such funds to distributions on the specified Classes of Group 3 Senior
        Certificates in the following order, in each case, to the extent of such
        funds
        remaining:

       

      (i)           [Reserved];

       

      (ii)           concurrently,
        to each interest-bearing Class of Group 3 Senior Certificates, an amount
        allocable to interest equal to the related Class Optimal Interest Distribution
        Amount for such Distribution Date, any shortfall being 

       

      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      

       

      allocated
        among such Classes in proportion to the amount of the Class Optimal Interest
        Distribution Amount that would have been distributed in the absence of such
        shortfall;

       

      (iii)         [Reserved];

       

      (iv)          to
        each Class of Group 3 Senior Certificates, concurrently as follows:

       

      (x)           [Reserved];
        and

       

      (y)           the
        related Principal Amount, up to the amount of the Senior Principal Distribution
        Amount for Loan Group 3 for such Distribution Date will be distributed,
        concurrently:

       

      (a)           the
        Group 3 Percentage, sequentially:

       

      (i)           in
        an amount up to $1,000 on each Distribution Date to the Class 3-A-1A
        Certificates, until its Class Certificate Balance is reduced to
        zero;

       

      (ii)           on
        and after the Distribution Date in November 2008, in an amount up to the
        Class
        3-A-1B/C Payment Amount, concurrently, to the Class 3-A-1B and Class 3-A-1C
        Certificates, pro rata, until their respective Class Certificate Balances
        are
        reduced to zero;

       

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

       

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

       

      (b)           the
        Class 3-A-2 Percentage, to the Class 3-A-2 Certificates, until its Class
        Certificate Balance is reduced to zero;

       

      (4)          With
        respect to the Available Funds for Loan Group 4, on each Distribution Date,
        the
        Trustee shall withdraw such Available Funds from the Distribution Account
        and
        apply such funds to distributions on the specified Classes of Group 4 Senior
        Certificates in the following order, in each case, to the extent of such
        funds
        remaining:

       

      (i)           [Reserved];

       

      (ii)           concurrently,
        to each interest-bearing Class of Group 4 Senior Certificates, an amount
        allocable to interest equal to the related Class Optimal Interest Distribution
        Amount for such Distribution Date, any shortfall being allocated among such
        Classes in proportion to the amount of the Class Optimal Interest Distribution
        Amount that would have been distributed in the absence of such
        shortfall;

       

      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      

       

      (iii)         [Reserved];

       

      (iv)          to
        each Class of Group 4 Senior Certificates, concurrently as follows:

       

      (x)           [Reserved];
        and

       

      (y)           the
        related Principal Amount, up to the amount of the Senior Principal Distribution
        Amount for Loan Group 4 for such Distribution Date will be distributed,
        concurrently:

       

      (a)           the
        Group 4 Percentage, sequentially:

       

      (i)           in
        an amount up to $1,000 on each Distribution Date to the Class 4-A-1A
        Certificates, until its Class Certificate Balance is reduced to
        zero;

       

      (ii)          on
        and after the Distribution Date in November 2008, in an amount up to the
        Class
        4-A-1B/C Payment Amount, concurrently, to the Class 4-A-1B and Class 4-A-1C
        Certificates, pro rata, until their respective Class Certificate Balances
        are
        reduced to zero;

       

      (iii)         to
        the Class 4-A-1A Certificates, until its Class Certificate Balance is reduced
        to
        zero; and

       

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

       

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

       

      (5)          On
        each Distribution Date, Available Funds from all Loan Groups remaining after
        making the distributions described in Section 4.02(a)(1) through Section
        4.02(a)(4), shall be distributed to the Senior Certificates to the extent
        provided in Section 4.05.

       

      (6)          On
        each Distribution Date, Available Funds from all Loan Groups remaining after
        making the distributions described in Section 4.02(a)(1) through Section
        4.02(a)(5) above, shall be distributed to the Subordinated Certificates and
        the
        Class A-R Certificates in the following order, in each case, to the extent
        of
        such funds remaining:

       

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

       

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

       

      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (M)         [Reserved];
        and

       

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

       

      On
        each
        Distribution Date, all amounts representing Prepayment Charges on the Mortgage
        Loans in a Loan Group received during the related Prepayment Period will
        be
        distributed to the Holders of the related Class of Class P
        Certificates.

       

      
        
          
          

        

        
          90

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
        the foregoing, if a Class of Depositable Certificates has been surrendered
        to
        the Trustee for Exchangeable Certificates, then any amounts otherwise
        distributable to such Class of Depositable Certificates in this Section 4.02(a)
        shall be deposited in the Exchangeable Certificates Distribution Account
        and
        distributed to the Holders of the related Class of Exchangeable Certificates
        pursuant to Section 5.07.

       

      (b)           [Reserved].

       

      (c)           [Reserved].

       

      (d)           On
        each Distribution Date, the amount referred to in clause (i) of the definition
        of Class Optimal Interest Distribution Amount for each Class of Certificates
        for
        such Distribution Date shall be reduced for each Class of Senior Certificates
        of
        a Senior Certificate Group and each Class of Subordinated Certificates by
        the
        related Class’ Allocable Share of (A) the Net Prepayment Interest Shortfalls for
        the related Loan Group, (B) with respect to each Mortgage Loan in the related
        Loan Group (or after the Senior Credit Support Depletion Date, any Mortgage
        Loan) that became subject to a Debt Service Reduction during the calendar
        month
        preceding the month of such Distribution Date, the interest portion of the
        related Debt Service Reduction and (C) each Relief Act Reduction for the
        Mortgage Loans in the related Loan Group (or after the Senior Credit Support
        Depletion Date, any Mortgage Loan) incurred during the calendar month preceding
        the month of such Distribution Date.

       

      (e)           Notwithstanding
        the priority and allocation contained in Section 4.02(a)(6), if with respect
        to
        any Class of Subordinated Certificates on any Distribution Date (other than
        the
        Class of Subordinated Certificates then outstanding with the highest priority
        of
        distribution) the sum of the related Class Subordination Percentages of such
        Class and of all Classes of Subordinated Certificates which have a higher
        numerical Class designation than such Class (the “Applicable Credit
        Support Percentage”) is less than the Original Applicable Credit
        Support Percentage for such Class, no distribution of Principal Prepayments
        will
        be made to any such Classes (the “Restricted Classes”)
        and the amount of such Principal Prepayments otherwise distributable to the
        Restricted Classes shall be distributed to any Classes of Subordinated
        Certificates having lower numerical Class designations than such Class, pro
        rata, based on their respective Class Certificate Balances immediately prior
        to
        such Distribution Date and shall be distributed in the sequential order provided
        in Section 4.02(a)(6).

       

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

       

      
        
          
          

        

        
          91

          
            

          

        

        
          
          

        

      

       

      
        	 	
                SECTION
                  4.03.

              	
                [Reserved].

              


      

      


      
        	 	
                SECTION
                  4.04.

              	
                Allocation
                  of Realized Losses.

              


      

      


      (a)           On
        or prior to each Determination Date, the Trustee shall determine the total
        amount of Realized Losses, with respect to the related Distribution
        Date.  For purposes of allocating losses to the Subordinated
        Certificates, the Class M Certificates will be deemed to have a lower
        numerical Class designation, and to be of a higher relative payment priority,
        than each other Class of Subordinated Certificates.

       

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

       

      (i)           [Reserved].

       

      (ii)          Any
        Realized Loss on the Mortgage Loans in a Loan Group shall be allocated first
        to
        the Subordinated Certificates in reverse order of their respective numerical
        Class designations (beginning with the Class of Subordinated Certificates
        then
        outstanding with the highest numerical Class designation) until the respective
        Class Certificate Balance of each such Class is reduced to zero, and second
        to
        the Senior Certificates of the related Senior Certificate Group, in the
        following order:

       

      (A)         in
        the case of Loan Group 1, sequentially, to the Class 1-A-2 and Class 1-A-1
        Certificates, in that order, until their respective Class Certificate Balances
        are reduced to zero;

       

      (B)         in
        the case of Loan Group 2, sequentially:

       

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

       

      (2)     
        concurrently, to the Class 2-A-1A, Class 2-A-1B and Class 2-A-1C Certificates,
        pro rata, until their respective Class Certificate Balances are reduced to
        zero,
        except that any Realized Losses that would otherwise be allocated to the
        Class
        2-A-1B Certificates will instead be allocated to the Class 2-A-1C Certificates,
        until its Class Certificate Balance is reduced to zero;

       

      (C)        
        in the case of Loan Group 3, sequentially:

       

      (1)             to
        the Class 3-A-2 Certificates, until its Class Certificate Balance is reduced
        to
        zero; and

       

      (2)      concurrently,
        to the Class 3-A-1A, Class 3-A-1B and Class 3-A-1C Certificates, pro rata,
        until
        their respective Class Certificate Balances are reduced to zero, except that
        any
        Realized Losses that would otherwise be allocated to the Class 3-A-1B
        Certificates will instead be allocated to the Class 3-A-1C Certificates,
        until
        its Class Certificate Balance is reduced to zero; and

       

      (D)        
        in the case of Loan Group 4, sequentially:

       

      
        
          
          

        

        
          92

          
            

          

        

        
          
          

        

      

       

      (1)     
to
        the
        Class 4-A-2 Certificates, until its Class Certificate Balance is reduced
        to
        zero; and

       

      (2)      concurrently,
        to the Class 4-A-1A, Class 4-A-1B and Class 4-A-1C Certificates, pro rata,
        until
        their respective Class Certificate Balances are reduced to zero, except that
        any
        Realized Losses that would otherwise be allocated to the Class 4-A-1B
        Certificates will instead be allocated to the Class 4-A-1C Certificates,
        until
        its Class Certificate Balance is reduced to zero.

       

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

       

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

       

      (d)           Any
        allocation of Realized Losses to a Certificate or any reduction in the
        Certificate Balance of a Certificate, pursuant to Section 4.04(b) above shall
        be
        accomplished by reducing the Certificate Balance thereof immediately following
        the distributions made on the related Distribution Date in accordance with
        the
        definition of “Certificate Balance”.

       

      
        	 	
                SECTION
                  4.05.

              	
                Cross-Collateralization;
                  Adjustments to Available Funds

              


      

      


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

       

      If
        on any
        Distribution Date the Class Certificate Balance of Senior Certificates in
        a
        Senior Certificate Group immediately prior to each Distribution Date is greater
        than the aggregate Stated Principal Balance of the Mortgage Loans in the
        related
        Loan Group as of the Due Date in the month preceding the month of the related
        Distribution Date (after giving effect to Principal Prepayments in the
        Prepayment Period related to that Due Date) (the
“Undercollateralized Group”), then the Trustee shall
        apply the Available Funds of the other Loan Group(s) that are not
        undercollateralized (each, an “Overcollateralized
        Group”), as follows:

       

      
        
          
          

        

        
          93

          
            

          

        

        
          
          

        

         

      

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

       

      (2)         
        to the Senior Certificates of the Undercollateralized Groups, to the extent
        of
        the principal portion of Available Funds of the Overcollateralized Groups
        remaining after making distributions to the Senior Certificates of the
        Overcollateralized Groups on such Distribution Date pursuant to Section 4.02
        ,
        until the Class Certificate Balance of the Senior Certificates of such
        Undercollateralized Groups equals the aggregate Stated Principal Balance
        of the
        Mortgage Loans in the related Loan Group as of the Due Date in the month
        preceding the month of that Distribution Date (after giving effect to Principal
        Prepayments in the Prepayment Period related to that Due Date).

       

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

       

      The
        payment received by the Undercollateralized Group (including the interest
        thereon as provided in (1) above) is referred to as a “Transfer
        Payment Received.” The payment made by the Overcollateralized
        Group (including the interest thereon as provided in (1) above) is referred
        to
        as a “Transfer Payment Made.”

       

      
        	 	
                SECTION
                  4.06.

              	
                Monthly
                  Statements to
                  Certificateholders.

              


      

      


      (a)           Concurrently
        with each distribution on a Distribution Date, the Trustee will forward by
        mail
        to each Rating Agency and make available to Certificateholders on the Trustee’s
        website (http://www.bnyinvestorreporting.com) a statement generally setting
        forth the information contained in Exhibit Q hereto.  Such statement
        shall also indicate whether any exchanges of Exchangeable Certificates or
        Depositable Certificates have occurred since the immediately preceding
        Distribution Date and, if applicable, the Class designation, Class Certificate
        Balance or Notional Amount, as applicable, and Pass-Through Rate of any Classes
        of Certificates that were received by a Certificateholder as a result of
        such
        exchange as well as any Net Prepayment Interest Shortfalls and Realized Losses
        allocated to such Certificates as a result of such exchange.

       

      Concurrently
        with each distribution on a Distribution Date, the Trustee will make available
        to each Rating Agency on the Trustee's website, loan-level data containing
        substantially the same fields of information as the loan-level data that
        is
        being provided as of the 

       

      
        
          
          

        

        
          94

          
            

          

        

        
          
          

        

      

       

      Cut-off
        Date in respect of CHL Mortgage Pass-Through Trust 2007-HYB2, Mortgage
        Pass-Through Certificates, Series 2007-HYB2.

       

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

       

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

       

      (d)           Within
        a reasonable period of time after the end of each calendar year, the Trustee
        shall cause to be furnished to each Person who at any time during the calendar
        year was a Certificateholder, a statement containing the aggregate principal
        distributions, aggregate interest distributions and aggregate Master Servicing
        Fees paid to or retained by the Master Servicer 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.

       

      
        
          
          

        

        
          95

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        V

      THE
        CERTIFICATES

       

      
        	 	
                SECTION
                  5.01.

              	
                The
                  Certificates.

              


      

      


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

       

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

       

      The
        Certificates shall be executed by manual or facsimile signature on behalf
        of the
        Trustee by an authorized officer.  Certificates bearing the manual or
        facsimile signatures of individuals who were, at the time when such signatures
        were affixed, authorized to sign on behalf of the Trustee shall bind the
        Trustee, notwithstanding that such individuals or any of them have ceased
        to be
        so authorized prior to the countersignature and delivery of such Certificates
        or
        did not hold such offices at the date of such Certificate.  No
        Certificate shall be entitled to any benefit under this Agreement, or be
        valid
        for any purpose, unless countersigned by the Trustee by manual signature,
        and
        such countersignature upon any Certificate shall be conclusive evidence,
        and the
        only evidence, that such Certificate has been duly executed and delivered
        hereunder.  All Certificates shall be dated the date of their
        countersignature.  On the Closing Date, the Trustee shall countersign
        the Certificates to be issued at the direction of the Depositor, or any
        affiliate of the Depositor.

       

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

       

      
        	 	
                SECTION
                  5.02.

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              


      

      


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

       

      
        
          
          

        

        
          96

          
            

          

        

        
          
          

        

      

       

      transferee
        or transferees, one or more new Certificates of the same Class and aggregate
        Percentage Interest.

       

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

       

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

       

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

       

      (b)           No
        transfer of a Private Certificate shall be made unless such transfer is made
        pursuant to an effective registration statement under the Securities Act
        and any
        applicable state securities laws or is exempt from the registration requirements
        under said Act and such state securities laws.  In the event that a
        transfer is to be made in reliance upon an exemption from the Securities
        Act and
        such laws, in order to assure compliance with the Securities Act and such
        laws,
        the Certificateholder desiring to effect such transfer and such
        Certificateholder’s prospective transferee shall each certify to the Trustee in
        writing the facts surrounding the transfer in substantially the forms set
        forth
        in Exhibit J-2 (the “Transferor Certificate”) and
        (i) deliver a letter in substantially the form of either Exhibit K
        (the “Investment Letter”) or Exhibit L-1 (the
“Rule 144A Letter”) or (ii) there shall be
        delivered to the Trustee at the expense of the transferor an Opinion of Counsel
        that such transfer may be made pursuant to an exemption from the Securities
        Act.  The Depositor shall provide to any Holder of a Private
        Certificate and any prospective transferee designated by any such Holder,
        information regarding the related Certificates and the Mortgage Loans and
        such
        other information as shall be necessary to satisfy the condition to eligibility
        set forth in Rule 144A(d)(4) for transfer of any such Certificate without
        registration thereof under the Securities Act pursuant to the registration
        exemption provided by Rule 144A.  The Trustee and the Master
        Servicer shall cooperate with the Depositor in providing the Rule 144A
        information referenced in the preceding sentence, including providing to the
        Depositor such information regarding the Certificates, the Mortgage Loans
        and
        other matters regarding the Trust Fund as the Depositor shall reasonably
        request
        to meet its obligation under the preceding sentence.  Each Holder of a
        Private Certificate desiring to effect such transfer shall, and does hereby
        agree to, indemnify the Trustee and the Depositor, the Sellers and the Master
        Servicer against any liability that may result if the transfer is not so
        exempt
        or is not made in accordance with such federal and state laws.

       

      No
        transfer of an ERISA-Restricted Certificate shall be made unless the Trustee
        shall have received either (i) a representation from the transferee of such
        Certificate acceptable to and 

       

      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      

       

      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-1, or in the event such Certificate is a Residual
        Certificate, such requirement is satisfied only by the Trustee’s receipt of a
        representation letter from the transferee substantially in the form of Exhibit
        I), to the effect that (x) such transferee is not an employee benefit plan
        or
        arrangement subject to Section 406 of ERISA or a plan or arrangement subject
        to
        Section 4975 of the Code, or a person acting on behalf of any such plan or
        arrangement, or using the assets of any such plan or arrangement to effect
        such
        transfer or (y) in the case of a Certificate that is an ERISA-Restricted
        Certificate and that has been the subject of an ERISA-Qualifying Underwriting,
        a
        representation that the purchaser is an insurance company which is purchasing
        such Certificates with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
        Exemption 95-60 (“PTCE 95-60”)) and that the purchase
        and holding of such Certificates satisfy the requirements for exemptive relief
        under Sections I and III of PTCE 95-60 or (ii) in the case of any
        ERISA-Restricted Certificate presented for registration in the name of an
        employee benefit plan or arrangement subject to ERISA, or a plan or arrangement
        subject to Section 4975 of the Code (or comparable provisions of any subsequent
        enactments), or a trustee or any other person acting on behalf of any such
        plan
        or arrangement or using such plan’s or arrangement’s assets, an Opinion of
        Counsel satisfactory to the Trustee, which Opinion of Counsel shall not be
        an
        expense of the Trustee, the Master Servicer or the Trust Fund, addressed
        to the
        Trustee and the Master Servicer, to the effect that the purchase and holding
        of
        such ERISA-Restricted Certificate will not result in a non-exempt prohibited
        transaction under Section 406 of ERISA or Section 4975 of the Code, and will
        not
        subject the Trustee or the Master Servicer to any obligation in addition
        to
        those expressly undertaken in this Agreement or to any liability (such Opinion
        of Counsel, a “Benefit Plan Opinion”).  For purposes of the preceding
        sentence, with respect to an ERISA-Restricted Certificate that is not a Residual
        Certificate, in the event the representation letter or Benefit Plan Opinion
        referred to in the preceding sentence is not so furnished, one of the
        representations in clause (i), as appropriate, shall be deemed to have been
        made
        to the Trustee by the transferee’s (including an initial acquiror’s) acceptance
        of the ERISA-Restricted Certificates.  Notwithstanding anything else
        to the contrary in this Agreement, any purported transfer of an ERISA-Restricted
        Certificate to or on behalf of an employee benefit plan or arrangement subject
        to ERISA or to Section 4975 of the Code without the delivery to the Trustee
        of a
        Benefit Plan Opinion satisfactory to the Trustee as described above shall
        be
        void and of no effect.

       

      To
        the
        extent permitted under applicable law (including, but not limited to, ERISA),
        the Trustee shall be under no liability to any Person for any registration
        of
        transfer of any ERISA-Restricted Certificate that is in fact not permitted
        by
        this Section 5.02(b) or for making any payments due on such Certificate to
        the
        Holder thereof or taking any other action with respect to such Holder under
        the
        provisions of this Agreement so long as the transfer was registered by the
        Trustee in accordance with the foregoing requirements.

       

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

       

      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      

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

       

      (ii)          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 Residual Certificate to, an affiliate of the Depositor (either directly
        or
        through a nominee) in connection with the initial issuance of the
        Certificates,noOwnership Interest in a Residual Certificate may be registered
        on
        the Closing Date or thereafter transferred, and the Trustee shall not register
        the Transfer of any Residual Certificate unless, the Trustee shall have been
        furnished with an affidavit (a “Transfer Affidavit”)
        of the initial owner or the proposed transferee in the form attached hereto
        as
        Exhibit I.

       

      (iii)        Each
        Person holding or acquiring any Ownership Interest in a Residual Certificate
        shall agree (A) to obtain a Transfer Affidavit from any other Person to
        whom such Person attempts to Transfer its Ownership Interest in a Residual
        Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
        such Person is acting as nominee, trustee or agent in connection with any
        Transfer of a Residual Certificate and (C) not to Transfer its Ownership
        Interest in a Residual Certificate or to cause the Transfer of an Ownership
        Interest in a Residual Certificate to any other Person if it has actual
        knowledge that such Person is not a Permitted Transferee and to provide to
        the
        Trustee a certificate substantially in the form attached hereto as Exhibit
        J-1
        stating that it has no knowledge that such Person is not a Permitted
        Transferee.

       

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

       

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

       

      
        
          
          

        

        
          99

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      If
        (x) (i) the Depository or the Depositor advises the Trustee in writing
        that the Depository is no longer willing or able to properly discharge its
        responsibilities as Depository, and (ii) the Trustee or the Depositor is
        unable to locate a qualified successor or (y) after the occurrence of an
        Event of Default, Certificate Owners representing at least 51% of the
        Certificate Balance of the Book-Entry Certificates together advise the Trustee
        and the Depository 

       

      
        
          
          

        

        
          100

          
            

          

        

        
          
          

        

      

       

      through
        the Depository Participants in writing that the continuation of a book-entry
        system through the Depository is no longer in the best interests of the
        Certificate Owners, the Trustee shall notify all Certificate Owners, through
        the
        Depository, of the occurrence of any such event and of the availability of
        definitive, fully-registered Certificates (the “Definitive
        Certificates”) to Certificate Owners requesting the
        same.  Upon surrender to the Trustee of the related Class of
        Certificates by the Depository, accompanied by the instructions from the
        Depository for registration, the Trustee shall issue the Definitive
        Certificates.  Neither the Master Servicer, the Depositor nor the
        Trustee shall be liable for any delay in delivery of such instruction and
        each
        may conclusively rely on, and shall be protected in relying on, such
        instructions.  The Master Servicer shall provide the Trustee with an
        adequate inventory of certificates to facilitate the issuance and transfer
        of
        Definitive Certificates.  Upon the issuance of Definitive Certificates
        all references in this Agreement to obligations imposed upon or to be performed
        by the Depository shall be deemed to be imposed upon and performed by the
        Trustee, to the extent applicable with respect to such Definitive Certificates
        and the Trustee shall recognize the Holders of the Definitive Certificates
        as
        Certificateholders hereunder; provided that the Trustee shall not by virtue
        of
        its assumption of such obligations become liable to any party for any act
        or
        failure to act of the Depository.

       

      
        	 	
                SECTION
                  5.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen
                  Certificates.

              


      

      


      If
        (a) any mutilated Certificate is surrendered to the Trustee, or the Trustee
        receives evidence to its satisfaction of the destruction, loss or theft of
        any
        Certificate and (b) there is delivered to the Master Servicer and the
        Trustee such security or indemnity as may be required by them to save each
        of
        them harmless, then, in the absence of notice to the Trustee that such
        Certificate has been acquired by a bona fide purchaser, the Trustee shall
        execute, countersign and deliver, in exchange for or in lieu of any such
        mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
        Class, tenor and Percentage Interest.  In connection with the issuance
        of any new Certificate under this Section 5.03, the Trustee may require the
        payment of a sum sufficient to cover any tax or other governmental charge
        that
        may be imposed in relation thereto and any other expenses (including the
        fees
        and expenses of the Trustee) connected therewith.  Any replacement
        Certificate issued pursuant to this Section 5.03 shall constitute complete
        and indefeasible evidence of ownership, as if originally issued, whether
        or not
        the lost, stolen or destroyed Certificate shall be found at any
        time.

       

      
        	 	
                SECTION
                  5.04.

              	
                Persons
                  Deemed Owners.

              


      

      


      The
        Master Servicer, the Trustee and any agent of the Master Servicer or the
        Trustee
        may treat the Person in whose name any Certificate is registered as the owner
        of
        such Certificate for the purpose of receiving distributions as provided in
        this
        Agreement and for all other purposes whatsoever, and neither the Master
        Servicer, the Trustee nor any agent of the Master Servicer or the Trustee
        shall
        be affected by any notice to the contrary.

       

      
        	 	
                SECTION
                  5.05.

              	
                Access
                  to List of Certificateholders’ Names and
                  Addresses.

              


      

      


      If
        three
        or more Certificateholders and/or Certificate Owners (a) request such
        information in writing from the Trustee, (b) state that such Certificateholders
        and/or Certificate Owners desire to communicate with other Certificateholders
        and/or Certificate Owners with respect to 

       

      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      

       

      their
        rights under this Agreement or under the Certificates, and (c) provide a
        copy of
        the communication which such Certificateholders and/or Certificate Owners
        propose to transmit, or if the Depositor or Master Servicer shall request
        such
        information in writing from the Trustee, then the Trustee shall, within ten
        Business Days after the receipt of such request, (x) provide the Depositor,
        the
        Master Servicer or such Certificateholders and/or Certificate Owners at such
        recipients’ expense the most recent list of the Certificateholders of such Trust
        Fund held by the Trustee, if any, and (y) assist the Depositor, the Master
        Servicer or such Certificateholders and/or Certificate Owners at such
        recipients’ expense with obtaining from the Depository a list of the related
        Depository Participants acting on behalf of Certificate Owners of Book Entry
        Certificates.  The Depositor and every Certificateholder and
        Certificate Owner, by receiving and holding a Certificate or beneficial interest
        therein, agree that the Trustee shall not be held accountable by reason of
        the
        disclosure of any such information as to the list of the Certificateholders
        and/or Depository Participants hereunder, regardless of the source from which
        such information was derived.

       

      
        	 	
                SECTION
                  5.06.

              	
                Maintenance
                  of Office or Agency.

              


      

      


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

       

      
        	 	
                SECTION
                  5.07.

              	
                Depositable
                  and Exchangeable Certificates.

              


      

      


      (a)           On
        the Closing Date, there is hereby established a separate trust (the “ES Trust”),
        which shall be a Grantor Trust for federal income tax purposes.  The
        ES Trust shall be maintained by the Trustee in its name, for the benefit
        of the
        Holders of the Certificates.  The assets of the ES Trust shall consist
        of the LT-A-R Interest, the MT-A-R Interest, the MR-A-R Interest and the
        uncertificated Master REMIC Interests, which have been placed in the ES Trust
        through the efforts of the Underwriter.  The LT-A-R Interest, the
        MT-A-R Interest, the MR-A-R Interest and the uncertificated Master REMIC
        Interests in the ES Trust shall be held by the Trustee.  On the
        Closing Date, the ES Trust shall issue the several Classes of Certificates.
        Each
        Class of Exchangeable Certificates shall be issued on the Closing Date with
        a
        Class Certificate Balance of zero.  Upon the sale of the Certificates
        on the Closing Date, the Exchangeable Certificates shall be placed with the
        Trustee through the efforts of the Underwriter to be held to facilitate the
        exchange of Depositable and Exchangeable Certificates on and after the Closing
        Date.  Among the Depositable and Exchangeable Certificates, the
        beneficial interest of the uncertificated Master REMIC Interests shall be
        represented by the related Depositable Certificates until such Depositable
        Certificates have been exchanged for Exchangeable Certificates, at which time,
        such Exchangeable Certificates shall represent those uncertificated Master
        REMIC
        Interests.

       

      The
        Trustee, as trustee of the ES Trust, shall establish and maintain, on behalf
        of
        the Holders of the Exchangeable Certificates, the Exchangeable Certificates
        Distribution Account.  All funds on deposit in the Exchangeable
        Certificates Distribution Account shall be held separate 

       

      
        
          
          

        

        
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      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.

       

      On
        each
        Distribution Date, the Trustee, as holder of any surrendered Depositable
        Certificates, shall deposit in the Exchangeable Certificates Distribution
        Account any amounts distributable to the surrendered Depositable Certificates
        pursuant to Section 4.02.  For the avoidance of doubt, if on any
        Distribution Date no Classes of Depositable Certificates have been surrendered
        or if all Classes of Exchangeable Certificates have been exchanged for
        Depositable Certificates according to Section 5.07(e), then no amounts will
        be
        deposited in the Exchangeable Certificates Deposit Account on such Distribution
        Date.

       

      Funds
        in
        the Exchangeable Certificates Distribution Account shall remain
        uninvested.

       

      (b)           On
        each Distribution Date, the Trustee shall withdraw funds on deposit in the
        Exchangeable Certificates Distribution Account on deposit therein from
        distributions to the surrendered Depositable Certificates for such Distribution
        Date and distribute such amount to the Holders of each related Class of
        Exchangeable Certificates.  Amounts related to interest distributed to
        the surrendered Depositable Certificates shall be distributed as interest
        to the
        related Class of Exchangeable Certificates pursuant to Section 4.02(a)(1)(ii),
        4.02(a)(2)(ii), 4.02(a)(3)(ii) and 4.02(a)(4)(ii).  All distributions
        of principal to the Exchangeable Certificates shall be made pro rata among
        the
        Classes of Exchangeable Certificates within each Combination Group unless
        specifically provided for otherwise in Schedule VII.  All
        distributions that are made with respect to a particular Class of Exchangeable
        Certificates shall be made pro rata among all Certificates of such Class
        in
        proportion to their respective Certificate Balances.

       

      In
        addition, the Trustee may from time to time make withdrawals from the
        Exchangeable Certificates Distribution Account for the following
        purposes:

       

      (i)           to
        withdraw any amount deposited in the Exchangeable Certificates Distribution
        Account and not required to be deposited therein; and

       

      (ii)           to
        clear and terminate the Exchangeable Certificates Distribution Account upon
        the
        termination of this Agreement.

       

      (c)           On
        each Distribution Date on which a Class of Exchangeable Certificates shall
        be
        entitled to receive distributions pursuant to Section 5.07(b), such Class
        shall
        be allocated a proportionate share of the Net Prepayment Interest Shortfalls,
        the interest portion of Debt Service Reductions and Relief Act Reductions
        allocable to the Classes of Depositable Certificates in the related Combination
        Group.

       

      (d)           On
        each Distribution Date on which a Class of Exchangeable Certificates shall
        be
        entitled to receive distributions pursuant to Section 5.07(b), such Class
        shall
        be allocated a proportionate share of the Realized Losses allocable to the
        Classes of Depositable Certificates in the related Combination
        Group.

       

      (e)           Upon
        the presentation and surrender of the Depositable Certificates, the Holder
        thereof transfers, assigns, sets over and otherwise conveys to the Trustee
        of
        the ES Trust, all of such Holder’s right, title and interest in and to such
        Depositable Certificates, including all 

       

      
        
          
          

        

        
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      payments
        of interest thereon received after the month of the exchange.  The
        Trustee on behalf of the ES Trust shall furnish written acknowledgement to
        the
        Holder of such surrendered Certificate of the transfer and assignment to
        it of
        such Depositable Certificates.

       

      At
        the
        request of the Holder of Classes of Depositable Certificates, and upon the
        surrender of such Depositable Certificates, the Trustee shall deliver such
        Exchangeable Certificates as set forth in such Combination Group in the
        respective Denominations determined based on the proportion that the initial
        Class Certificate Balance of such Exchangeable Certificates bear to the initial
        Class Certificate Balances of the Depositable Certificates, as set forth
        in
        Schedule VII, which shall represent in the aggregate, the entire beneficial
        ownership of the Master REMIC Interests related to such surrendered
        Certificates.  In addition, at the request of the Holder of Classes of
        Exchangeable Certificates, and upon the surrender of such Exchangeable
        Certificates, the Trustee shall exchange such Exchangeable Certificates for
        another Class or Classes of Exchangeable Certificates or the related surrendered
        Depositable Certificates, as set forth in Schedule VII.  There shall
        be no limitation on the number of exchanges authorized pursuant to this Section
        5.07.

       

      Holders
        may exchange their Certificates according to this Section 5.07(e) by (i)
        providing notice to the Trustee no later than three (3) Business Days prior
        to
        the date on which the Holder wishes to make such exchange (the “Exchange Date”),
        which Exchange Date is subject to the Trustee’s approval and shall not be the
        first or last Business Day of the month, (ii) remitting the Exchange Fee,
        as
        determined in the next paragraph, to the Trustee and (iii) remitting the
        beneficial interest in the Depositable Certificates or the Exchangeable
        Certificates, as applicable, to the Trustee.  Any such notice to the
        Trustee (A) may be provided to the Trustee by email at cwmacrs@bankofny.com
        or
        by telephone at (800) 254-2826, (B) must include (i) the Certificateholder’s
        letterhead, (ii) a medallion stamp guarantee or be signed by an authorized
        signatory and be presented with an incumbency certificate and (iii) set forth
        the following information: (a) the CUSIP number of both the Certificates
        to be
        exchanged and the Certificates to be received, (b) the outstanding Class
        Certificate Balance and the initial Class Certificate Balance of the
        Certificates to be exchanged, (c) the Certificateholder’s DTC participant number
        and (d) the proposed Exchange Date, and (C) is irrevocable beginning on the
        second Business Day prior to the Exchange Date.  Such exchange will be
        completed by the Trustee upon the receipt by the Trustee of the Exchange
        Fee and
        the beneficial interest in the Depositable Certificates or the Exchangeable
        Certificates, as applicable.

       

      The
        preparation of all Certificates referred to in this Section 5.07(e) in
        connection with an exchange shall be at the expense of the parties to such
        exchanges.  For each exchange, the Certificateholder must pay the
        Trustee a fee (the “Exchange Fee”) equal to 1/32 of 1%
        of the current Class Certificate Balance of the Certificates to be Exchanged
        but
        in no event shall the fee be less than $2,000 or greater than
        $25,000.

       

      
        
          
          

        

        
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      ARTICLE
        VI

      THE
        DEPOSITOR AND THE MASTER SERVICER

       

      
        	 	
                SECTION
                  6.01.

              	
                Respective
                  Liabilities of the Depositor and the Master
                  Servicer.

              


      

      


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

       

      
        	 	
                SECTION
                  6.02.

              	
                Merger
                  or Consolidation of the Depositor or the Master
                  Servicer.

              


      

      


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

       

      Any
        Person into which the Depositor or the Master Servicer may be merged or
        consolidated, or any Person resulting from any merger or consolidation to
        which
        the Depositor or the Master Servicer shall be a party, or any person succeeding
        to the business of the Depositor or the Master Servicer, shall be the successor
        of the Depositor or the Master Servicer, as the case may be, hereunder, without
        the execution or filing of any paper or any further act on the part of any
        of
        the parties hereto, anything in this Agreement to the contrary notwithstanding;
        provided, however, that the successor or surviving Person to the
        Master Servicer shall be qualified to service mortgage loans on behalf of,
        FNMA
        or FHLMC.

       

      As
        a
        condition to the effectiveness of any merger or consolidation, at least 15
        calendar days prior to the effective date of any merger or consolidation
        of the
        Master Servicer, the Master Servicer shall provide (x) written notice to
        the
        Depositor of any successor pursuant to this Section and (y) in writing and
        in
        form and substance reasonably satisfactory to the Depositor, all information
        reasonably requested by the Depositor in order to comply with its reporting
        obligation under Item 6.02 of Form 8-K with respect to a replacement Master
        Servicer.

       

      
        	 	
                SECTION
                  6.03.

              	
                Limitation
                  on Liability of the Depositor, the Sellers, the Master Servicer
                  and
                  Others.

              


      

      


      None
        of
        the Depositor, the Master Servicer or any Seller or any of the directors,
        officers, employees or agents of the Depositor, the Master Servicer or any
        Seller shall be under any liability to the Certificateholders for any action
        taken or for refraining from the taking of any action in good faith pursuant
        to
        this Agreement, or for errors in judgment; provided, however, that
        this provision shall not protect the Depositor, the Master Servicer, any
        Seller
        or any such Person against any breach of representations or warranties made
        by
        it in this Agreement or

       

      
        
          
          

        

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

       

      
        	 	
                SECTION
                  6.04.

              	
                Limitation
                  on Resignation of Master
                  Servicer.

              


      

      


      The
        Master Servicer shall not resign from the obligations and duties hereby imposed
        on it except (a) upon appointment of a successor servicer and receipt by
        the Trustee of a letter from each Rating Agency that such a resignation and
        appointment will not result in a downgrade or withdrawal of the rating of
        any of
        the Certificates or (b) upon determination that its duties hereunder are no
        longer permissible under applicable law.  Any such determination under
        clause (b) permitting the resignation of the Master Servicer shall be
        evidenced by an Opinion of Counsel to such effect delivered to the
        Trustee.  No such resignation shall become effective until the Trustee
        or a successor master servicer shall have assumed the Master Servicer’s
        responsibilities, duties, liabilities and obligations under this Agreement
        and
        the Depositor shall have received the information described in the following
        sentence.  As a condition to the effectiveness of any such
        resignation, at least 15 calendar days prior to the effective date of any
        such
        resignation, the Master Servicer shall provide (x) written notice to the
        Depositor of any successor pursuant to this Section and (y) in writing and
        in
        form and substance reasonably satisfactory to the Depositor, all information
        reasonably requested by the Depositor in order to comply with its reporting
        obligation under Item 6.02 of Form 8-K with respect to the resignation of
        the
        Master Servicer.

       

      
        
          
          

        

        
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      ARTICLE
        VII

      DEFAULT

       

      
        	 	
                SECTION
                  7.01.

              	
                Events
                  of Default.

              


      

      


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

       

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

       

      (ii)          any
        failure by the Master Servicer to observe or perform in any material respect
        any
        other of the covenants or agreements on the part of the Master Servicer
        contained in this Agreement (except with respect to a failure related to
        a
        Limited Exchange Act Reporting Obligation), which failure materially affects
        the
        rights of Certificateholders, that failure continues unremedied for a period
        of
        60 days after the date on which written notice of such failure shall have
        been
        given to the Master Servicer by the Trustee or the Depositor, or to the Master
        Servicer and the Trustee by the Holders of Certificates evidencing not less
        than
        25% of the Voting Rights evidenced by the Senior Certificates and the
        Subordinated Certificates;  provided, however, that the sixty
        day cure period shall not apply to  the initial delivery of the
        Mortgage File for Delay Delivery Mortgage Loans or the failure to substitute
        or
        repurchase in lieu of delivery; or

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      If
        (a) an
        Event of Default described in clauses (i) to (vi) of this Section shall
        occur, then, and in each and every such case, so long as such Event of Default
        shall not have been remedied, the Trustee may, or (b) an Event of Default
        described in clauses (i) to (v) of this Section shall occur, then, and in
        each and every such case, so long as such Event of Default shall not have
        been
        remedied, at the direction of (i) the Holders of Certificates evidencing
        not
        less than 66 2/3% of the Voting Rights evidenced by the Senior Certificates
        and
        the Subordinated Certificates, the Trustee shall by notice in writing to
        the
        Master Servicer (with a copy to each Rating Agency and the Depositor), 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.

       

      In
        addition, if during the period that the Depositor is required to file Exchange
        Act Reports with respect to the Trust Fund, the Master Servicer shall fail
        to
        observe or perform any of the obligations that constitute a Limited Exchange
        Act
        Reporting Obligation or the obligations set forth in Section 3.16(a) or Section
        11.07(a)(1) and (2), and such failure continues for the lesser of 10 calendar
        days or such period in which the applicable Exchange Act Report can be filed
        timely (without taking into account any extensions), so long as such failure
        shall not have been remedied, the Trustee shall, but only at the direction
        of
        the Depositor, 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.  The
        Depositor shall not be entitled to terminate the rights and obligations of
        the
        Master Servicer if a failure of the Master Servicer to identify a Subcontractor
        “participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB was attributable solely to the role or functions of such
        Subcontractor with respect to mortgage loans other than the Mortgage
        Loans.

       

      On
        and
        after the receipt by the Master Servicer of such written notice, all authority
        and power of the Master Servicer hereunder, whether with respect to the Mortgage
        Loans or otherwise, shall pass to and be vested in the Trustee.  The
        Trustee shall thereupon make any Advance which the Master Servicer failed
        to
        make subject to Section 4.01 whether or not the obligations of the Master
        Servicer have been terminated pursuant to this Section.  The Trustee
        is hereby authorized and empowered to execute and deliver, on behalf of the
        Master Servicer, as attorney-in-fact or otherwise, any and all documents
        and
        other instruments, and to do or accomplish all other acts or things necessary
        or
        appropriate to effect the purposes of such notice of termination, whether
        to
        complete the transfer and endorsement or assignment of the Mortgage Loans
        and
        related documents, or otherwise.  Unless expressly provided in such
        written notice, no such termination shall affect any obligation of the Master
        Servicer to pay amounts owed pursuant to Article VIII.  The Master
        Servicer agrees to cooperate with the Trustee in effecting the termination
        of
        the Master Servicer’s responsibilities and rights hereunder, including, without
        limitation, the transfer to the Trustee of all cash amounts which shall at
        the
        time be credited to the Certificate Account, or thereafter be received with
        respect to the Mortgage Loans.

       

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


       

      
        
          
          

        

        
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      (viii),
        and any other amounts payable to such Master Servicer hereunder the entitlement
        to which arose prior to the termination of its activities under this
        Agreement.

       

      If
        the
        Master Servicer is terminated, the Trustee shall provide the Depositor in
        writing and in form and substance reasonably satisfactory to the Depositor,
        all
        information reasonably requested by the Depositor in order to comply with
        its
        reporting obligation under Item 6.02 of Form 8-K with respect to a successor
        master servicer in the event the Trustee should succeed to the duties of
        the
        Master Servicer as set forth herein.

       

      
        	 	
                SECTION
                  7.02.

              	
                Trustee
                  to Act; Appointment of
                  Successor.

              


      

      


      On
        and
        after the time the Master Servicer receives a notice of termination pursuant
        to
        Section 7.01, the Trustee shall, subject to and to the extent provided in
        Section 3.04, be the successor to the Master Servicer in its capacity as
        master servicer under this Agreement and the transactions set forth or provided
        for in this Agreement and shall be subject to all the responsibilities, duties
        and liabilities relating thereto placed on the Master Servicer by the terms
        and
        provisions of this Agreement and applicable law including the obligation
        to make
        Advances pursuant to Section 4.01.  As compensation therefor, the
        Trustee shall be entitled to all funds relating to the Mortgage Loans that
        the
        Master Servicer would have been entitled to charge to the Certificate Account
        or
        Distribution Account if the Master Servicer had continued to act
        hereunder.  Notwithstanding the foregoing, if the Trustee has become
        the successor to the Master Servicer in accordance with Section 7.01, the
        Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited
        by applicable law from making Advances pursuant to Section 4.01 or if it is
        otherwise unable to so act, appoint, or petition a court of competent
        jurisdiction to appoint, any established mortgage loan servicing institution
        the
        appointment of which does not adversely affect the then current rating of
        the
        Certificates by each Rating Agency as the successor to the Master Servicer
        hereunder in the assumption of all or any part of the responsibilities, duties
        or liabilities of the Master Servicer hereunder.  Any successor to the
        Master Servicer shall be an institution which is a FNMA and FHLMC approved
        seller/servicer in good standing, which has a net worth of at least $15,000,000,
        and which is willing to service the Mortgage Loans and (i) executes and delivers
        to the Depositor and the Trustee an agreement accepting such delegation and
        assignment, which contains an assumption by such Person of the rights, powers,
        duties, responsibilities, obligations and liabilities of the Master Servicer
        (other than liabilities of the Master Servicer under Section 6.03 incurred
        prior to termination of the Master Servicer under Section 7.01), with like
        effect as if originally named as a party to this Agreement; and provided
        further
        that each Rating Agency acknowledges that its rating of the Certificates
        in
        effect immediately prior to such assignment and delegation will not be qualified
        or reduced as a result of such assignment and delegation and (ii) provides
        to
        the Depositor in writing fifteen days prior to the effective date of such
        appointment and in form and substance reasonably satisfactory to the Depositor,
        all information reasonably requested by the Depositor in order to comply
        with
        its reporting obligation under Item 6.02 of Form 8-K with respect to a
        replacement master servicer.  The Trustee shall provide written notice
        to the Depositor of such successor pursuant to this Section.  Pending
        appointment of a successor to the Master Servicer hereunder, the Trustee,
        unless
        the Trustee is prohibited by law from so acting, shall, subject to
        Section 3.04, act in such capacity as hereinabove provided.  In
        connection with such appointment and assumption, the Trustee may make such
        arrangements for the compensation of such successor out of payments on Mortgage
        Loans as it and such successor shall agree; provided, however,
        that no such 

       

      
        
          
          

        

        
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      compensation
        shall be in excess of the Master Servicing Fee permitted to be paid to the
        Master Servicer hereunder.  The Trustee and such successor shall take
        such action, consistent with this Agreement, as shall be necessary to effectuate
        any such succession.  Neither the Trustee nor any other successor
        master servicer shall be deemed to be in default hereunder by reason of any
        failure to make, or any delay in making, any distribution hereunder or any
        portion thereof or any failure to perform, or any delay in performing, any
        duties or responsibilities hereunder, in either case caused by the failure
        of
        the Master Servicer to deliver or provide, or any delay in delivering or
        providing, any cash, information, documents or records to it.

       

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

       

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

       

      
        	 	
                SECTION
                  7.03.

              	
                Notification
                  to Certificateholders.

              


      

      


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

       

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

       

      
        
          
          

        

        
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      ARTICLE
        VIII

      CONCERNING
        THE TRUSTEE

       

      
        	 	
                SECTION
                  8.01.

              	
                Duties
                  of Trustee.

              


      

      


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

       

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

       

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

       

      (i)           unless
        an Event of Default known to the Trustee shall have occurred and be continuing,
        the duties and obligations of the Trustee shall be determined solely by the
        express provisions of this Agreement, the Trustee shall not be liable except
        for
        the performance of such duties and obligations as are specifically set forth
        in
        this Agreement, no implied covenants or obligations shall be read into this
        Agreement against the Trustee and the Trustee may conclusively rely, as to
        the
        truth of the statements and the correctness of the opinions expressed therein,
        upon any certificates or opinions furnished to the Trustee and conforming
        to the
        requirements of this Agreement which it believed in good faith to be genuine
        and
        to have been duly executed by the proper authorities respecting any matters
        arising hereunder;

       

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

       

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

       

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

       

      
        
          
          

        

        
          111

          
            

          

        

        
          
          

        

      

      a
        Trustee
        Advance Notice in determining whether it is required to make an Advance under
        Section 4.01(b), shall have no responsibility to ascertain or confirm any
        information contained in any Trustee Advance Notice, and shall have no
        obligation to make any Advance under Section 4.01(b) in the absence of a
        Trustee
        Advance Notice or actual knowledge of a Responsible Officer of the Trustee
        that
        (A) an Advance was not made by the Master Servicer and (B) such Advance is
        not a
        Nonrecoverable Advance.

       

      The
        Trustee hereby represents, warrants, covenants and agrees that, except as
        permitted by Article IX hereof, it shall not cause the Trust Fund to consolidate
        or amalgamate with, or merge with or into, or transfer all or substantially
        all
        of the Trust Fund to, another Person.

       

      
        	 	
                SECTION
                  8.02.

              	
                Certain
                  Matters Affecting the Trustee.

              


      

      


      Except
        as
        otherwise provided in Section 8.01:

       

      (i)           the
        Trustee may request and rely upon and shall be protected in acting or refraining
        from acting upon any resolution, Officers’ Certificate, certificate of auditors
        or any other certificate, statement, instrument, opinion, report, notice,
        request, consent, order, appraisal, bond or other paper or document believed
        by
        it to be genuine and to have been signed or presented by the proper party
        or
        parties and the Trustee shall have no responsibility to ascertain or confirm
        the
        genuineness of any signature of any such party or parties;

       

      (ii)         
        the Trustee may consult with counsel, financial advisers or accountants of
        its
        selection and the advice of any such counsel, financial advisers or accountants
        and any Opinion of Counsel shall be full and complete authorization and
        protection in respect of any action taken or suffered or omitted by it hereunder
        in good faith and in accordance with such Opinion of Counsel;

       

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

       

      (iv)         the
        Trustee shall not be bound to make any investigation into the facts or matters
        stated in any resolution, certificate, statement, instrument, opinion, report,
        notice, request, consent, order, approval, bond or other paper or document,
        unless requested in writing so to do by Holders of Certificates evidencing
        not
        less than 25% of the Voting Rights evidenced by the Senior Certificates and
        the Subordinated Certificates;

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

      
        	 	
                SECTION
                  8.03.

              	
                Trustee
                  Not Liable for Certificates or Mortgage
                  Loans.

              


      

      


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

       

      
        	 	
                SECTION
                  8.04.

              	
                Trustee
                  May Own Certificates.

              


      

      


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

       

      
        	 	
                SECTION
                  8.05.

              	
                Trustee’s
                  Fees and Expenses.

              


      

      


      The
        Trustee, as compensation for its activities hereunder, shall be entitled
        to
        withdraw from the Distribution Account on each Distribution Date an amount
        equal
        to the Trustee Fee for such Distribution Date.  The Trustee and any
        director, officer, employee or agent of the Trustee shall be indemnified
        by the
        Master Servicer and held harmless against any loss, liability or expense
        (including reasonable attorney’s fees) (i) incurred in connection with any
        claim or legal action relating to (a) this Agreement, (b) the
        Certificates or (c) in connection with the performance of any of the
        Trustee’s duties hereunder, other than any loss, liability or expense incurred
        by reason of willful misfeasance, bad faith or negligence in the performance
        of
        any of the Trustee’s duties hereunder or incurred by reason of any action of the
        Trustee taken at the direction of the Certificateholders and (ii) resulting
        from any error in any tax or information return prepared by the Master
        Servicer.  Such indemnity shall survive the termination of this
        Agreement or the resignation or removal of the Trustee
        hereunder.  Without limiting the foregoing, the Master Servicer
        covenants and agrees, except as otherwise agreed upon in writing by the
        Depositor and the Trustee, and except for any such expense, disbursement
        or
        advance as may arise from the Trustee’s negligence, bad faith or willful
        misconduct, to pay or reimburse the Trustee, for all reasonable expenses,
        disbursements and advances incurred or made by the 

       

      
        
          
          

        

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

       

      
        	 	
                SECTION
                  8.06.

              	
                Eligibility
                  Requirements for Trustee.

              


      

      


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

       

      
        	 	
                SECTION
                  8.07.

              	
                Resignation
                  and Removal of Trustee.

              


      

      


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

       

      As
        a
        condition to the effectiveness of any such resignation, at least 15 calendar
        days prior to the effective date of such resignation, the Trustee shall provide
        (x) written notice to the Depositor of any successor pursuant to this Section
        and (y) in writing and in form and substance reasonably satisfactory to the
        Depositor, all information reasonably requested by the Depositor in


       

      
        
          
          

        

        
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      order
        to
        comply with its reporting obligation under Item 6.02 of Form 8-K with respect
        to
        the resignation of the Trustee.

       

      If
        at any
        time (i) the Trustee shall cease to be eligible in accordance with the
        provisions of Section 8.06 and shall fail to resign after written request
        thereto by the Depositor, (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 purpose of
        rehabilitation, conservation or liquidation, (iii) a tax is imposed with
        respect
        to the Trust Fund by any state in which the Trustee or the Trust Fund is
        located
        and the imposition of such tax would be avoided by the appointment of a
        different trustee, or (iv) during the period that the Depositor is required
        to
        file Exchange Act Reports with respect to the Trust Fund, the Trustee fails
        to
        comply with its obligations under the last sentence of Section 7.01, the
        preceding paragraph, Section 8.09 or Article XI and such failure is not remedied
        within the lesser of 10 calendar days or such period in which the applicable
        Exchange Act Report can be filed timely (without taking into account any
        extensions), then, in the case of clauses (i) through (iii), the Depositor
        or
        the Master Servicer, or in the case of clause (iv), the Depositor, may remove
        the Trustee and appoint a successor trustee by written instrument, in
        triplicate, one copy of which instrument shall be delivered to the Trustee,
        one
        copy of which shall be delivered to the Master Servicer and one copy to the
        successor trustee.

       

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

       

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

       

      
        	 	
                SECTION
                  8.08.

              	
                Successor
                  Trustee.

              


      

      


      Any
        successor trustee appointed as provided in Section 8.07 shall execute,
        acknowledge and deliver to the Depositor and to its predecessor trustee and
        the
        Master Servicer an instrument accepting such appointment hereunder and thereupon
        the resignation or removal of the predecessor trustee shall become effective
        and
        such successor trustee, without any further act, deed or conveyance, shall
        become fully vested with all the rights, powers, duties and obligations of
        its
        predecessor hereunder, with the like effect as if originally named as trustee
        in
        this Agreement. The Depositor, the Master Servicer and the predecessor trustee
        shall execute and deliver such instruments and do such other things as may
        reasonably be required for more fully and certainly vesting and confirming
        in
        the successor trustee all such rights, powers, duties, and
        obligations.

       

      
        
          
          

        

        
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      No
        successor trustee shall accept appointment as provided in this Section 8.08
        unless at the time of such acceptance such successor trustee shall be eligible
        under the provisions of Section 8.06 and its appointment shall not
        adversely affect the then current rating of the Certificates and has provided
        to
        the Depositor in writing and in form and substance reasonably satisfactory
        to
        the Depositor, all information reasonably requested by the Depositor in order
        to
        comply with its reporting obligation under Item 6.02 of Form 8-K with respect
        to
        a replacement Trustee.

       

      Upon
        acceptance of appointment by a successor trustee as provided in this
        Section 8.08, the Depositor shall mail notice of the succession of such
        trustee hereunder to all Holders of Certificates.  If the Depositor
        fails to mail such notice within 10 days after acceptance of appointment
        by the
        successor trustee, the successor trustee shall cause such notice to be mailed
        at
        the expense of the Depositor.

       

      
        	 	
                SECTION
                  8.09.

              	
                Merger
                  or Consolidation of Trustee.

              


      

      


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

       

      As
        a
        condition to the effectiveness of any merger or consolidation, at least 15
        calendar days prior to the effective date of any merger or consolidation
        of the
        Trustee, the Trustee shall provide (x) written notice to the Depositor of
        any
        successor pursuant to this Section and (y) in writing and in form and substance
        reasonably satisfactory to the Depositor, all information reasonably requested
        by the Depositor in order to comply with its reporting obligation under Item
        6.02 of Form 8-K with respect to a replacement Trustee.

       

      
        	 	
                SECTION
                  8.10.

              	
                Appointment
                  of Co-Trustee or Separate
                  Trustee.

              


      

      


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

       

      
        
          
          

        

        
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       notice
        to Certificateholders of the appointment of any co-trustee or separate trustee
        shall be required under Section 8.08.

       

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

       

      (i)           To
        the extent necessary to effectuate the purposes of this Section 8.10, all
        rights, powers, duties and obligations conferred or imposed upon the Trustee,
        except for the obligation of the Trustee under this Agreement to advance
        funds
        on behalf of the Master Servicer, shall be conferred or imposed upon and
        exercised or performed by the Trustee and such separate trustee or co-trustee
        jointly (it being understood that such separate trustee or co-trustee is
        not
        authorized to act separately without the Trustee joining in such act), except
        to
        the extent that under any law of any jurisdiction in which any particular
        act or
        acts are to be performed (whether as Trustee hereunder or as successor to
        the
        Master Servicer hereunder), the Trustee shall be incompetent or unqualified
        to
        perform such act or acts, in which event such rights, powers, duties and
        obligations (including the holding of title to the applicable Trust Fund
        or any
        portion thereof in any such jurisdiction) shall be exercised and performed
        singly by such separate trustee or co-trustee, but solely at the direction
        of
        the Trustee;

       

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

       

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

       

      (iv)         The
        Master Servicer, and not the Trustee, shall be liable for the payment of
        reasonable compensation, reimbursement and indemnification to any such
        separate     trustee or co-trustee.

       

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

       

      Any
        separate trustee or co-trustee may, at any time, constitute the Trustee its
        agent or attorney-in-fact, with full power and authority, to the extent not
        prohibited by law, to do any lawful act under or in respect of this Agreement
        on
        its behalf and in its name. If any separate trustee or co-trustee shall die,
        become incapable of acting, resign or be removed, all of its
        estates,

       

      
        
          
          

        

        
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       properties,
        rights, remedies and trusts shall vest in and be exercised by the Trustee,
        to
        the extent permitted by law, without the appointment of a new or successor
        trustee.

       

      
        	 	
                SECTION
                  8.11.

              	
                Tax
                  Matters.

              


      

      


      It
        is
        intended that the assets with respect to which any REMIC election is to be
        made,
        as set forth in the Preliminary Statement, shall constitute, and that the
        conduct of matters relating to such assets shall be such as to qualify such
        assets as, a “real estate mortgage investment conduit” as defined in and in
        accordance with the REMIC Provisions.  In furtherance of such
        intention, the Trustee covenants and agrees that it shall act as agent (and
        the
        Trustee is hereby appointed to act as agent) on behalf of any such REMIC
        and
        that in such capacity it shall:  (a) prepare and file, or cause
        to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage
        Investment Conduit Income Tax Return (Form 1066 or any successor form adopted
        by
        the Internal Revenue Service) and prepare and file or cause to be prepared
        and
        filed with the Internal Revenue Service and applicable state or local tax
        authorities income tax or information returns for each taxable year with
        respect
        to any such REMIC, containing such information and at the times and in the
        manner as may be required by the Code or state or local tax laws, regulations,
        or rules, and furnish or cause to be furnished to Certificateholders the
        schedules, statements or information at such times and in such manner as
        may be
        required thereby; (b) within thirty days of the Closing Date, furnish or
        cause to be furnished to the Internal Revenue Service, on Forms 8811 or as
        otherwise may be required by the Code, the name, title, address, and telephone
        number of the person that the holders of the Certificates may contact for
        tax
        information relating thereto, together with such additional information as
        may
        be required by such Form, and update such information at the time or times
        in
        the manner required by the Code; (c) make or cause to be made elections
        that such assets be treated as a REMIC on the federal tax return for its
        first
        taxable year (and, if necessary, under applicable state law); (d) prepare
        and forward, or cause to be prepared and forwarded, to the Certificateholders
        and to the Internal Revenue Service and, if necessary, state tax authorities,
        all information returns and reports as and when required to be provided to
        them
        in accordance with the REMIC Provisions, including without limitation, the
        calculation of any original issue discount using the Prepayment Assumption;
        (e) provide information necessary for the computation of tax imposed on the
        transfer of a Residual Certificate to a Person that is not a Permitted
        Transferee, or an agent (including a broker, nominee or other middleman)
        of a
        Non-Permitted Transferee, or a pass-through entity in which a Non-Permitted
        Transferee is the record holder of an interest (the reasonable cost of computing
        and furnishing such information may be charged to the Person liable for such
        tax); (f) to the extent that they are under its control conduct matters
        relating to such assets at all times that any Certificates are outstanding
        so as
        to maintain the status as a REMIC under the REMIC Provisions; (g) not
        knowingly or intentionally take any action or omit to take any action that
        would
        cause the termination of the tax status of any REMIC; (h) pay, from the
        sources specified in the third paragraph of this Section 8.11, the amount
        of any federal or state tax, including prohibited transaction taxes as described
        below, imposed on any such REMIC prior to its termination when and as the
        same
        shall be due and payable (but such obligation shall not prevent the Trustee
        or
        any other appropriate Person from contesting any such tax in appropriate
        proceedings and shall not prevent the Trustee from withholding payment of
        such
        tax, if permitted by law, pending the outcome of such proceedings);
        (i) ensure that federal, state or local income tax or information returns
        shall be signed by the Trustee or such other person as may be required to
        sign
        such returns by the Code or state or local laws, regulations or rules;
        (j) maintain records 

       

      
        
          
          

        

        
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      relating
        to any such REMIC, including but not limited to the income, expenses, assets
        and
        liabilities thereof and the fair market value and adjusted basis of the assets
        determined at such intervals as may be required by the Code, as may be necessary
        to prepare the foregoing returns, schedules, statements or information; and
        (k) as and when necessary and appropriate, represent any such REMIC in any
        administrative or judicial proceedings relating to an examination or audit
        by
        any governmental taxing authority, request an administrative adjustment as
        to
        any taxable year of any such REMIC, enter into settlement agreements with
        any
        governmental taxing agency, extend any statute of limitations relating to
        any
        tax item of any such REMIC, and otherwise act on behalf of any such REMIC
        in
        relation to any tax matter or controversy involving it.

       

      In
        order
        to enable the Trustee to perform its duties as set forth in this Agreement,
        the
        Depositor shall provide, or cause to be provided, to the Trustee within ten
        (10)
        days after the Closing Date all information or data that the Trustee requests
        in
        writing and determines to be relevant for tax purposes to the valuations
        and
        offering prices of the Certificates, including, without limitation, the price,
        yield, prepayment assumption and projected cash flows of the Certificates
        and
        the Mortgage Loans.  Thereafter, the Depositor shall provide to the
        Trustee promptly upon written request therefor, any such additional information
        or data that the Trustee may, from time to time, reasonably request in order
        to
        enable the Trustee to perform its duties as set forth in this
        Agreement.  The Depositor hereby indemnifies the Trustee for any
        losses, liabilities, damages, claims or expenses of the Trustee arising from
        any
        errors, omissions or miscalculations of the Trustee that result from any
        failure
        of the Depositor to provide, or to cause to be provided, accurate information
        or
        data to the Trustee on a timely basis.

       

      In
        the
        event that any tax is imposed on “prohibited transactions” of any REMIC as
        defined in section 860F(a)(2) of the Code, on the “net income from
        foreclosure property” of such REMIC as defined in section 860G(c) of the
        Code, on any contribution to any REMIC hereunder after the Startup Day pursuant
        to section 860G(d) of the Code, or any other tax is imposed, including,
        without limitation, any minimum tax imposed upon any REMIC pursuant to
        sections 23153 and 24874 of the California Revenue and Taxation Code, if
        not paid as otherwise provided for in this Agreement, such tax shall be paid
        by
        (i) the Trustee, if any such other tax arises out of or results from a
        breach by the Trustee of any of its obligations under this Agreement,
        (ii) the Master Servicer, in the case of any such minimum tax, or if such
        tax arises out of or results from a breach by the Master Servicer or a Seller
        of
        any of their obligations under this Agreement, (iii) any Seller, if any
        such tax arises out of or results from that Seller’s obligation to repurchase a
        Mortgage Loan pursuant to Section 2.02 or 2.03, or (iv) in all other
        cases, or in the event that the Trustee, the Master Servicer or any Seller
        fails
        to honor its obligations under the preceding clauses (i), (ii) or (iii),
        any such tax will be paid with amounts otherwise to be distributed to the
        Certificateholders, as provided in Section 3.08(b).

       

      For
        income tax purposes, the Pass-Through Rate for the Subordinated Certificates
        will be the Tax Subordinate Pass-Through Rate.  On each Distribution
        Date, each Class of Subordinated Certificates shall receive its Class Optimal
        Interest Distribution Amount, calculated using the Subordinate Pass-Through
        Rate, pursuant to Section 4.02(a)(6).  For income tax purposes, the
        excess, if any, of the Class Optimal Interest Distribution Amount, calculated
        

       

      
        
          
          

        

        
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      using
        the
        Subordinate Pass-Through Rate, over the Class Optimal Interest Distribution
        Amount, calculated using the Tax Subordinate Pass-Through Rate for each Class
        of
        Subordinated Certificates will be deemed paid to such Class as a Subsequent
        Recovery under a notional principal contract.

       

      
        	 	
                SECTION
                  8.12.

              	
                Monitoring
                  of Significance Percentage.

              


      

      


      [Reserved].

       

      
        
          
          

        

        
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      ARTICLE
        IX

      TERMINATION

       

      
        	 	
                SECTION
                  9.01.

              	
                Termination
                  upon Liquidation or Purchase of all Mortgage
                  Loans.

              


      

      


      Subject
        to Section 9.03, the obligations and responsibilities of the Depositor, the
        Sellers, the Master Servicer and the Trustee created hereby with respect
        to the
        Trust Fund shall terminate upon the earlier of (a) the purchase by the
        Master Servicer of all Mortgage Loans (and REO Properties) remaining in the
        Trust Fund at the price equal to the sum of (i) 100% of the Stated
        Principal Balance of each Mortgage Loan plus one month’s accrued interest
        thereon at the applicable Adjusted Mortgage Rate, (ii) the lesser of
        (x) the appraised value of any REO Property as determined by the higher of
        two appraisals completed by two independent appraisers selected by the Master
        Servicer at the expense of the Master Servicer and (y) the Stated Principal
        Balance of each Mortgage Loan related to any REO Property, and (iii) any
        remaining unpaid costs and damages incurred by the Trust Fund that arises
        out of
        a violation of any predatory or abusive lending law that also constitutes
        an
        actual breach of clause (49) on Schedule III-A, in all cases plus accrued
        and
        unpaid interest thereon at the applicable Adjusted Mortgage Rate and
        (b) the later of (i) the maturity or other liquidation (or any Advance
        with respect thereto) of the last Mortgage Loan remaining in the Trust Fund
        and
        the disposition of all REO Property and (ii) the distribution to
        Certificateholders of all amounts required to be distributed to them pursuant
        to
        this Agreement.  In no event shall the trusts created hereby continue
        beyond the earlier of (i) the expiration of 21 years from the death of the
        survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
        the
        United States to the Court of St. James’s, living on the date of this Agreement
        and (ii) the Latest Possible Maturity Date.

       

      The
        Master Servicer shall have the right to purchase all Mortgage Loans and REO
        Properties in the Trust Fund pursuant to clause (a) in the preceding paragraph
        of this Section 9.01 only on or after the date on which the Pool Stated
        Principal Balance, at the time of any such repurchase, is less than or equal
        to
        ten percent (10%) of the Cut-Off Date Pool Principal Balance.

       

      
        	 	
                SECTION
                  9.02.

              	
                Final
                  Distribution on the
                  Certificates.

              


      

      


      If
        on any
        Determination Date, the Master Servicer determines that there are no Outstanding
        Mortgage Loans and no other funds or assets in the Trust Fund other than
        the
        funds in the Certificate Account, the Master Servicer shall direct the Trustee
        promptly to send a final distribution notice to each
        Certificateholder.  If the Master Servicer elects to terminate the
        Trust Fund pursuant to clause (a) of Section 9.01, at least 20 days
        prior to the date notice is to be mailed to the affected Certificateholders,
        the
        Master Servicer shall notify the Depositor and the Trustee of the date the
        Master Servicer intends to terminate the Trust Fund and of the applicable
        repurchase price of the Mortgage Loans and REO Properties.

       

      Notice
        of
        any termination of the Trust Fund, specifying the Distribution Date on which
        Certificateholders may surrender their Certificates for payment of the final
        distribution and cancellation, shall be given promptly by the Trustee by
        letter
        to Certificateholders mailed not earlier than the 10th day and no later than
        the
        15th day of the month next preceding the month of such final
        distribution.  Any such notice shall specify (a) the Distribution
        Date upon which final distribution on the Certificates will be made upon
        presentation and surrender of Certificates at 

       

      
        
          
          

        

        
          121

          
            

          

        

        
          
          

        

      

       

      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 the Certificates at the office therein
        specified.  The Master Servicer will give such notice to each Rating
        Agency at the time such notice is given to Certificateholders.

       

      In
        the
        event such notice is given, the Master Servicer shall cause all funds in
        the
        Certificate Account to be remitted to the Trustee for deposit in the
        Distribution Account on or before the Business Day prior to the applicable
        Distribution Date in an amount equal to the final distribution in respect
        of the
        Certificates.  Upon such final deposit with respect to the Trust Fund
        and the receipt by the Trustee of a Request for Release therefor, the Trustee
        shall promptly release to the Master Servicer the Mortgage Files for the
        Mortgage Loans.

       

      Upon
        presentation and surrender of the Certificates, the Trustee shall cause to
        be
        distributed to the Certificateholders of each Class, in each case on the
        final
        Distribution Date and in the order set forth in Section 4.02, in proportion
        to their respective Percentage Interests, with respect to Certificateholders
        of
        the same Class, an amount equal to (i) as to each Class of Regular
        Certificates, the Certificate Balance thereof plus accrued interest thereon
        (or
        on their Notional Amount, if applicable) in the case of an interest-bearing
        Certificate and (ii) as to the Residual Certificates, the amount, if any,
        which remains on deposit in the Distribution Account (other than the amounts
        retained to meet claims) after application pursuant to clause (i)
        above.  Notwithstanding the reduction of the Class Certificate Balance
        of any Class of Certificates to zero, such Class will be outstanding hereunder
        (solely for the purpose of receiving distributions and not for any other
        purpose) until the termination of the respective obligations and
        responsibilities of the Depositor, each Seller, the Master Servicer and the
        Trustee hereunder in accordance with Article IX.

       

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

       

      
        	 	
                SECTION
                  9.03.

              	
                Additional
                  Termination Requirements.

              


      

      


      (a)           In
        the event the Master Servicer exercises its purchase option as provided in
        Section 9.01, the Trust Fund shall be terminated in accordance with the
        following additional requirements, unless the Trustee has been supplied with
        an
        Opinion of Counsel, at the expense of the Master Servicer, to the effect
        that
        the failure to comply with the requirements of this Section 9.03 will not
        (i) result in the imposition of taxes on “prohibited transactions” on any


       

      
        
          
          

        

        
          122

          
            

          

        

        
          
          

        

      

       

      REMIC
        as
        defined in section 860F of the Code, or (ii) cause any REMIC to fail
        to qualify as a REMIC at any time that any Certificates are
        outstanding:

       

      (1)           Within
        90 days prior to the final Distribution Date set forth in the notice given
        by
        the Master Servicer under Section 9.02, the Master Servicer shall prepare
        and the Trustee, at the expense of the “tax matters person,” shall adopt a plan
        of complete liquidation within the meaning of section 860F(a)(4) of the
        Code which, as evidenced by an Opinion of Counsel (which opinion shall not
        be an
        expense of the Trustee or the Tax Matters Person), meets the requirements
        of a
        qualified liquidation; and

       

      (2)           Within
        90 days after the time of adoption of such a plan of complete liquidation,
        the
        Trustee shall sell all of the assets of the Trust Fund to the Master Servicer
        for cash in accordance with Section 9.01.

       

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

       

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

       

      
        
          
          

        

        
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      ARTICLE
        X

      MISCELLANEOUS
        PROVISIONS

       

      
        	 	
                SECTION
                  10.01.

              	
                Amendment.

              


      

      


      This
        Agreement may be amended from time to time by the Depositor, each Seller,
        the
        Master Servicer and the Trustee without the consent of any of the
        Certificateholders (i) to cure any ambiguity or mistake, (ii) to
        correct any defective provision in this Agreement or to supplement any provision
        in this Agreement which may be inconsistent with any other provision in this
        Agreement, (iii) to conform this Agreement to the Prospectus and Prospectus
        Supplement provided to investors in connection with the initial offering
        of the
        Certificates, (iv) to add to the duties of the Depositor, any Seller or the
        Master Servicer, (v) to modify, alter, amend, add to or rescind any of the
        terms
        or provisions contained in this Agreement to comply with any rules or
        regulations promulgated by the Securities and Exchange Commission from time
        to
        time, (vi) to add any other provisions with respect to matters or questions
        arising hereunder or (vii) to modify, alter, amend, add to or rescind any
        of the terms or provisions contained in this Agreement; provided that any
        action
        pursuant to clauses (vi) or (vii) above shall not, as evidenced by an
        Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
        Trustee or the Trust Fund), adversely affect in any material respect the
        interests of any Certificateholder; provided, however, that the
        amendment shall be deemed not to adversely affect in any material respect
        the
        interests of the Certificateholders if the Person requesting the amendment
        obtains a letter from each Rating Agency stating that the amendment would
        not
        result in the downgrading or withdrawal of the respective ratings then assigned
        to the Certificates; it being understood and agreed that any such letter
        in and
        of itself will not represent a determination as to the materiality of any
        such
        amendment and will represent a determination only as to the credit issues
        affecting any such rating.  Notwithstanding the foregoing, no
        amendment that significantly changes the permitted activities of the trust
        created by this Agreement may be made without the consent of a Majority in
        Interest of each Class of Certificates affected by such
        amendment.  Each party to this Agreement hereby agrees that it will
        cooperate with each other party in amending this Agreement pursuant to clause
        (v) above.  The Trustee, each Seller, the Depositor and the Master
        Servicer also may at any time and from time to time amend this Agreement
        without
        the consent of the Certificateholders to modify, eliminate or add to any
        of its
        provisions to such extent as shall be necessary or helpful to (i) maintain
        the qualification of any REMIC as a REMIC under the Code, (ii) avoid or
        minimize the risk of the imposition of any tax on any REMIC pursuant to the
        Code
        that would be a claim at any time prior to the final redemption of the
        Certificates or (iii) comply with any other requirements of the Code,
        provided that the Trustee has been provided an Opinion of Counsel, which
        opinion
        shall be an expense of the party requesting such opinion but in any case
        shall
        not be an expense of the Trustee or the Trust Fund, to the effect that such
        action is necessary or helpful to, as applicable, (i) maintain such
        qualification, (ii) avoid or minimize the risk of the imposition of such a
        tax or (iii) comply with any such requirements of the Code.

       

      This
        Agreement may also be amended from time to time by the Depositor, each Seller,
        the Master Servicer and the Trustee with the consent of the Holders of a
        Majority in Interest of each Class of Certificates affected thereby for the
        purpose of adding any provisions to or changing in any manner or eliminating
        any
        of the provisions of this Agreement or of modifying 

       

      
        
          
          

        

        
          124

          
            

          

        

        
          
          

        

      

       

      in
        any
        manner the rights of the Holders of Certificates; provided,
however, that no such amendment shall (i) reduce in any manner the
        amount of, or delay the timing of, payments required to be distributed on
        any
        Certificate without the consent of the Holder of such Certificate,
        (ii) adversely affect in any material respect the interests of the Holders
        of any Class of Certificates in a manner other than as described in (i),
        without
        the consent of the Holders of Certificates of such Class evidencing, as to
        such
        Class, Percentage Interests aggregating 66-2/3%, or (iii) reduce the
        aforesaid percentages of Certificates the Holders of which are required to
        consent to any such amendment, without the consent of the Holders of all
        such
        Certificates then outstanding.

       

      Notwithstanding
        any contrary provision of this Agreement, the Trustee shall not consent to
        any
        amendment to this Agreement unless it shall have first received an Opinion
        of
        Counsel, which opinion shall not be an expense of the Trustee or the Trust
        Fund,
        to the effect that such amendment will not cause the imposition of any tax
        on
        any REMIC or the Certificateholders or cause any REMIC to fail to qualify
        as a
        REMIC at any time that any Certificates are outstanding.

       

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

       

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

       

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

       

      
        	 	
                SECTION
                  10.02.

              	
                Recordation
                  of Agreement; Counterparts.

              


      

      


      This
        Agreement is subject to recordation in all appropriate public offices for
        real
        property records in all the counties or other comparable jurisdictions in
        which
        any or all of the properties subject to the Mortgages are situated, and in
        any
        other appropriate public recording office or elsewhere, such recordation
        to be
        effected by the Master Servicer at its expense, but only upon direction by
        the
        Trustee accompanied by an Opinion of Counsel to the effect that such recordation
        materially and beneficially affects the interests of the
        Certificateholders.

       

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

       

      
        
          
          

        

        
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                SECTION
                  10.03.

              	
                Governing
                  Law.

              


      

      


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

       

      
        	 	
                SECTION
                  10.04.

              	
                Intention
                  of Parties.

              


      

      


      (a)           It
        is the express intent of the parties hereto that the conveyance of the (i)
        Mortgage Loans by the Sellers to the Depositor and (ii) Trust Fund by the
        Depositor to the Trustee each be, and be construed as, an absolute sale thereof
        to the Trustee.  It is, further, not the intention of the parties that
        such conveyances be deemed a pledge thereof.  However, in the event
        that, notwithstanding the intent of the parties, such assets are held to
        be the
        property of any Seller or the Depositor, as the case may be, or if for any
        other
        reason this Agreement is held or deemed to create a security interest in
        either
        such assets, then (i) this Agreement shall be deemed to be a security
        agreement (within the meaning of the Uniform Commercial Code of the State
        of New
        York) with respect to all such assets and security interests and (ii) the
        conveyances provided for in this Agreement shall be deemed to be an assignment
        and a grant pursuant to the terms of this Agreement (a) by each Seller to
        the Depositor or (b) by the Depositor to the Trustee, for the benefit of
        the Certificateholders, of a security interest in all of the assets that
        constitute the Trust Fund, whether now owned or hereafter acquired.

       

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

       

      (b)           The
        Depositor hereby represents that:

       

      (i)           This
        Agreement creates a valid and continuing security interest (as defined in
        the
        Uniform Commercial Code as enacted in the State of New York (the “NY UCC”)) in
        the Mortgage Notes in favor of the Trustee, which security interest is prior
        to
        all other liens, and is enforceable as such as against creditors of and
        purchasers from the Depositor.

       

      (ii)          The
        Mortgage Notes constitutes “instruments” within the meaning of the NY
        UCC.

       

      (iii)        
        Immediately prior to the assignment of each Mortgage Loan to the Trustee,
        the
        Depositor owns and has good and marketable title to such Mortgage Loan free
        and
        clear of any lien, claim or encumbrance of any Person.

       

      
        
          
          

        

        
          126

          
            

          

        

        
          
          

        

      

       

      (iv)          The
        Depositor has received all consents and approvals required by the terms of
        the
        Mortgage Loans to the sale of the Mortgage Loans hereunder to the
        Trustee.

       

      (v)           All
        original executed copies of each Mortgage Note that are required to be delivered
        to the Trustee pursuant to Section 2.01 have been delivered to the
        Trustee.

       

      (vi)         Other
        than the security interest granted to the Trustee pursuant to this Agreement,
        the Depositor has not pledged, assigned, sold, granted a security interest
        in,
        or otherwise conveyed any of the Mortgage Loans.  The Depositor has
        not authorized the filing of and is not aware of any financing statements
        against the Depositor that include a description of collateral covering the
        Mortgage Loans other than any financing statement relating to the security
        interest granted to the Trustee hereunder or that has been
        terminated.  The Depositor is not aware of any judgment or tax lien
        filings against the Depositor.

       

      The
        parties to this Agreement shall not waive any of the representations set
        forth
        in this Section 10.04(b) without obtaining a confirmation of the then-current
        ratings of the Certificates.

       

      (c)           The
        Master Servicer shall take such action as is reasonably necessary to maintain
        the perfection and priority of the security interest of the Trustee in the
        Mortgage Loans; provided, however, that the obligation to deliver the Mortgage
        File to the Trustee pursuant to Section 2.01 shall be solely the Depositor’s
        obligation and the Master Servicer shall not be responsible for the safekeeping
        of the Mortgage Files by the Trustee.

       

      (d)           It
        is understood and agreed that the representations and warranties set forth
        in
        subsection (b) above 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 subsection
        (b) above, which breach materially and adversely affects the interest of
        the
        Certificateholders, the party discovering such breach shall give prompt written
        notice to the others and to each Rating Agency.

       

      
        	 	
                SECTION
                  10.05.

              	
                Notices.

              


      

      


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

       

      1.           Any
        material change or amendment to this Agreement;

       

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

       

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

       

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

       

      5.           The
        final payment to Certificateholders; and

       

      
        
          
          

        

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

       

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

       

      1.  Each
        report to Certificateholders described in Section 4.06;

       

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

       

      3.  Each
        annual independent public accountants’ servicing report described in
        Section 11.07; and

       

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

       

      (b)           All
        directions, demands and notices under this Agreement shall be in writing
        and
        shall be deemed to have been duly given when delivered by first class mail,
        by
        courier or by facsimile transmission to (a) in the case of the Depositor,
        CWMBS, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile number:
        (818) 225-4016, Attention: Josh Adler, (b) in the case of Countrywide,
        Countrywide Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302,
        facsimile number:  (818) 225-4016, Attention: Josh Adler, or such
        other address as may be hereafter furnished to the Depositor and the Trustee
        by
        Countrywide in writing, (c) in the case of Park Granada, Park Granada LLC,
        c/o
        Countrywide Financial Corporation, 4500 Park Granada, Calabasas, California
        91302, facsimile number: (818) 225-4016, Attention: Josh Adler or such other
        address as may be hereafter furnished to the Depositor and the Trustee by
        Park
        Granada in writing, (d) in the case of Park Monaco Inc., c/o Countrywide
        Financial Corporation, 4500 Park Granada, Calabasas, California 91302, facsimile
        number:  (818) 225-4016, Attention:  Josh Adler or such
        other address as may be hereafter furnished to the Depositor and the Trustee
        by
        Park Monaco in writing, (e) in the case of Park Sienna, Park Sienna LLC,
        c/o
        Countrywide Financial Corporation, 4500 Park Granada, Calabasas, California
        91302, facsimile number: (818) 225-4016, Attention: Josh Adler or such other
        address as may be hereafter furnished to the Depositor and the Trustee by
        Park
        Sienna in writing, (f) in the case of the Master Servicer, Countrywide Home
        Loans Servicing LP, 400 Countrywide Way, Simi Valley, California 93065,
        facsimile number (805) 520-5623, Attention: Mark Wong, or such other address
        as
        may be hereafter furnished to the Depositor and the Trustee by the Master
        Servicer in writing,  (g) in the case of the Trustee, The Bank of
        New York, 101 Barclay Street, 4 West, New York, New York 10286, facsimile
        number: (212) 815-3986, Attention: Mortgage-Backed Securities Group, CWMBS,
        Inc.
        Series 2007-HY7, or such other address as the Trustee may hereafter furnish
        to
        the Depositor or Master Servicer and (h) in the case of the Rating
        Agencies, the address specified therefor in the definition corresponding
        to the
        name of such Rating Agency.  Notices to Certificateholders shall be
        deemed given when mailed, first class postage prepaid, to their respective
        addresses appearing in the Certificate Register.

       

      
        	 	
                SECTION
                  10.06.

              	
                Severability
                  of Provisions.

              


      

      


      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, then such covenants,
        agreements, provisions or 

       

      
        
          
          

        

        
          128

          
            

          

        

        
          
          

        

      

       

      terms
        shall be deemed severable from the remaining covenants, agreements, provisions
        or terms of this Agreement and shall in no way affect the validity or
        enforceability of the other provisions of this Agreement or of the Certificates
        or the rights of the Holders of the Certificates.

       

      
        	 	
                SECTION
                  10.07.

              	
                Assignment.

              


      

      


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

       

      
        	 	
                SECTION
                  10.08.

              	
                Limitation
                  on Rights of
                  Certificateholders.

              


      

      


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

       

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

       

      No
        Certificateholder shall have any right by virtue or by availing itself of
        any
        provisions of this Agreement to institute any suit, action or proceeding
        in
        equity or at law upon or under or with respect to this Agreement, unless
        such
        Holder previously shall have given to the Trustee a written notice of an
        Event
        of Default and of the continuance thereof, as provided in this Agreement,
        and
        unless the Holders of Certificates evidencing not less than 25% of the Voting
        Rights evidenced by the Senior Certificates and the Subordinated Certificates
        shall also have made written request to the Trustee to institute such action,
        suit or proceeding in its own name as Trustee hereunder and shall have offered
        to the Trustee such reasonable indemnity as it may require against the costs,
        expenses, and liabilities to be incurred therein or thereby, and the Trustee,
        for 60 days after its receipt of such notice, request and offer of indemnity
        shall have neglected or refused to institute any such action, suit or
        proceeding; it being understood and intended, and being expressly covenanted
        by
        each Certificateholder with every other Certificateholder and the Trustee,
        that
        no one or more Holders of Certificates shall have any right in any manner
        whatever by virtue or by availing itself or themselves of any provisions
        of this
        Agreement to affect, disturb or prejudice the rights of the Holders of any
        other
        of the Certificates, or to obtain or seek to obtain priority over or preference
        to any other such Holder or to enforce any right under this Agreement, except
        in
        the manner provided in this Agreement and for the common benefit of all
        Certificateholders.  For the protection and enforcement of the
        provisions of this Section 10.08, each and every Certificateholder and the
        Trustee shall be entitled to such relief as can be given either at law or
        in
        equity.

       

      
        
          
          

        

        
          129

          
            

          

        

        
          
          

        

      

       

      
        	 	
                SECTION
                  10.09.

              	
                Inspection
                  and Audit Rights.

              


      

      


      The
        Master Servicer agrees that, on reasonable prior notice, it will permit and
        will
        cause each Subservicer to permit any representative of the Depositor or the
        Trustee during the Master Servicer’s normal business hours, to examine all the
        books of account, records, reports and other papers of the Master Servicer
        relating to the Mortgage Loans, to make copies and extracts therefrom, to
        cause
        such books to be audited by independent certified public accountants selected
        by
        the Depositor or the Trustee and to discuss its affairs, finances and accounts
        relating to the Mortgage Loans with its officers, employees and independent
        public accountants (and by this provision the Master Servicer hereby authorizes
        said accountants to discuss with such representative such affairs, finances
        and
        accounts), all at such reasonable times and as often as may be reasonably
        requested.  Any out-of-pocket expense incident to the exercise by the
        Depositor or the Trustee of any right under this Section 10.09 shall be
        borne by the party requesting such inspection; all other such expenses shall
        be
        borne by the Master Servicer or the related Subservicer.

       

      
        	 	
                SECTION
                  10.10.

              	
                Certificates
                  Nonassessable and Fully Paid.

              


      

      


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

       

      
        	 	
                SECTION
                  10.11.

              	
                [Reserved].

              


      

      


      
        	 	
                SECTION
                  10.12.

              	
                Protection
                  of Assets.

              


      

      


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

       

      
        	
                 

              	
                (i)

              	
                borrow
                  money or issue debt;

              


      

       

      
        	
                 

              	
                (ii)

              	
                merge
                  with another entity, reorganize, liquidate or sell assets;
                  or

              


        	 	 	 


        	 	(iii)	engage
                in any business or activities 


      

       

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

       

      
        
          
          

        

        
          130

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        XI

      EXCHANGE
        ACT REPORTING

       

      
        	 	
                SECTION
                  11.01.

              	
                Filing
                  Obligations.

              


      

      


      The
        Master Servicer, the Trustee and each Seller shall reasonably cooperate with
        the
        Depositor in connection with the satisfaction of the Depositor’s reporting
        requirements under the Exchange Act with respect to the Trust
        Fund.  In addition to the information specified below, if so requested
        by the Depositor for the purpose of satisfying its reporting obligation under
        the Exchange Act, the Master Servicer, the Trustee and each Seller shall
        (and
        the Master Servicer shall cause each Subservicer to) provide the Depositor
        with
        (a) such information which is available to such Person without unreasonable
        effort or expense and within such timeframe as may be reasonably requested
        by
        the Depositor to comply with the Depositor’s reporting obligations under the
        Exchange Act and (b) to the extent such Person is a party (and the Depositor
        is
        not a party) to any agreement or amendment required to be filed, copies of
        such
        agreement or amendment in EDGAR-compatible form.

       

      
        	 	
                SECTION
                  11.02.

              	
                Form
                  10-D Filings.

              


      

      


      (a)           In
        accordance with the Exchange Act, the Trustee shall prepare for filing and
        file
        within 15 days after each Distribution Date (subject to permitted extensions
        under the Exchange Act) with the Commission with respect to the Trust Fund,
        a
        Form 10-D with copies of the Monthly Statement and, to the extent delivered
        to
        the Trustee, no later than 10 days following the Distribution Date, such
        other
        information identified by the Depositor or the Master Servicer, in writing,
        to
        be filed with the Commission (such other information, the “Additional Designated
        Information”).  If the Depositor or Master Servicer directs that any
        Additional Designated Information is to be filed with any Form 10-D, the
        Depositor or Master Servicer, as the case may be, shall specify the Item
        on Form
        10-D to which such information is responsive and, with respect to any Exhibit
        to
        be filed on Form 10-D, the Exhibit number.  Any information to be
        filed on Form 10-D shall be delivered to the Trustee in EDGAR-compatible
        form or
        as otherwise agreed upon by the Trustee and the Depositor or the Master
        Servicer, as the case may be, at the Depositor’s expense, and any necessary
        conversion to EDGAR-compatible format will be at the Depositor’s
        expense.  At the reasonable request of, and in accordance with the
        reasonable directions of, the Depositor or the Master Servicer, subject to
        the
        two preceding sentences, the Trustee shall prepare for filing and file an
        amendment to any Form 10-D previously filed with the Commission with respect
        to
        the Trust Fund.  The Master Servicer shall sign the Form 10-D filed on
        behalf of the Trust Fund.

       

      (b)           No
        later than each Distribution Date, each of the Master Servicer and the Trustee
        shall notify (and the Master Servicer shall cause any Subservicer to notify)
        the
        Depositor and the Master Servicer of any Form 10-D Disclosure Item, together
        with a description of any such Form 10-D Disclosure Item in form and substance
        reasonably acceptable to the Depositor.  In addition to such
        information as the Master Servicer and the Trustee are obligated to provide
        pursuant to other provisions of this Agreement, if so requested by the
        Depositor, each of the Master Servicer and the Trustee shall provide such
        information which is available to the Master Servicer and the Trustee, as
        applicable, without unreasonable effort or expense regarding the performance
        or
        servicing of the Mortgage Loans (in the case of the Trustee, based on the
        information provided

       

      
        
          
          

        

        
          131

          
            

          

        

        
          
          

        

      

       

      by
        the
        Master Servicer) as is reasonably required to facilitate preparation of
        distribution reports in accordance with Item 1121 of Regulation
        AB.  Such information shall be provided concurrently with the delivery
        of the reports specified in Section 4.06(c) in the case of the Master Servicer
        and the Monthly Statement in the case of the Trustee, commencing with the
        first
        such report due not less than five Business Days following such
        request.

       

      (c)           The
        Trustee shall not have any responsibility to file any items (other than those
        generated by it) that have not been received in a format suitable (or readily
        convertible into a format suitable) for electronic filing via the EDGAR system
        and shall not have any responsibility to convert any such items to such format
        (other than those items generated by it or that are readily convertible to
        such
        format).  The Trustee shall have no liability to the
        Certificateholders, the Trust Fund, the Master Servicer or the Depositor
        with
        respect to any failure to properly prepare or file any of Form 10-D to the
        extent that such failure is not the result of any negligence, bad faith or
        willful misconduct on its part.

       

      
        	 	
                SECTION
                  11.03.

              	
                Form
                  8-K Filings.

              


      

      


      The
        Master Servicer shall prepare and file on behalf of the Trust Fund any Form
        8-K
        required by the Exchange Act.  Each Form 8-K must be signed by the
        Master Servicer.  Each of the Master Servicer (and the Master Servicer
        shall cause any Subservicer to promptly notify), and the Trustee shall promptly
        notify the Depositor and the Master Servicer (if the notifying party is not
        the
        Master Servicer), but in no event later than one (1) Business Day after its
        occurrence, of any Reportable Event of which it has actual
        knowledge.  Each Person shall be deemed to have actual knowledge of
        any such event to the extent that it relates to such Person or any action
        or
        failure to act by such Person.  Concurrently with any transfer of
        Supplemental Mortgage Loans, if any, Countrywide shall notify the Depositor
        and
        the Master Servicer, if any material pool characteristic of the actual asset
        pool at the time of issuance of the Certificates differs by 5% or more (other
        than as a result of the pool assets converting into cash in accordance with
        their terms) from the description of the asset pool in the Prospectus
        Supplement.

       

      
        	 	
                SECTION
                  11.04.

              	
                Form
                  10-K Filings.

              


      

      


      Prior
        to
        March 30th of each year, commencing in 2008 (or such earlier date as may
        be
        required by the Exchange Act), the Depositor shall prepare and file on behalf
        of
        the Trust Fund a Form 10-K, in form and substance as required by the Exchange
        Act.  A senior officer in charge of the servicing function of the
        Master Servicer shall sign each Form 10-K filed on behalf of the Trust
        Fund.  Such Form 10-K shall include as exhibits each (i) annual
        compliance statement described under Section 3.16, (ii) annual report on
        assessments of compliance with servicing criteria described under Section
        11.07
        and (iii) accountant’s report described under Section 11.07.  Each
        Form 10-K shall also include any Sarbanes-Oxley Certification required to
        be
        included therewith, as described in Section 11.05.

       

      If
        the
        Item 1119 Parties listed on Exhibit T have changed since the Closing Date,
        no
        later than March 1 of each year, the Master Servicer shall provide each of
        the
        Master Servicer (and the Master Servicer shall provide any Subservicer) and
        the
        Trustee with an updated Exhibit T setting forth the Item 1119
        Parties.  No later than March 15 of each year, commencing in 2008, the
        Master Servicer and the Trustee shall notify (and the Master Servicer shall
        cause any 

       

      
        
          
          

        

        
          132

          
            

          

        

        
          
          

        

      

       

      Subservicer
        to notify) the Depositor and the Master Servicer of any Form 10-K Disclosure
        Item, together with a description of any such Form 10-K Disclosure Item in
        form
        and substance reasonably acceptable to the Depositor.  Additionally,
        each of the Master Servicer and the Trustee shall provide, and shall cause
        each
        Reporting Subcontractor retained by the Master Servicer or the Trustee, as
        applicable, and in the case of the Master Servicer shall cause each Subservicer,
        to provide, the following information no later than March 15 of each year
        in
        which a Form 10-K is required to be filed on behalf of the Trust Fund: (i)
        if
        such Person’s report on assessment of compliance with servicing criteria
        described under Section 11.07 or related registered public accounting firm
        attestation report described under Section 11.07 identifies any material
        instance of noncompliance, notification of such instance of noncompliance
        and
        (ii) if any such Person’s report on assessment of compliance with servicing
        criteria or related registered public accounting firm attestation report
        is not
        provided to be filed as an exhibit to such Form 10-K, information detailing
        the
        explanation why such report is not included.

       

      
        	 	
                SECTION
                  11.05.

              	
                Sarbanes-Oxley
                  Certification.

              


      

      


      Each
        Form
        10-K shall include a certification (the “Sarbanes-Oxley Certification”)
        required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
        to
        Section 302 of the Sarbanes-Oxley Act of 2002 and the rules and regulations
        of the Commission promulgated thereunder (including any interpretations thereof
        by the Commission’s staff)).  No later than March 15 of each year,
        beginning in 2008, the Master Servicer and the Trustee shall (unless such
        person
        is the Certifying Person), and the Master Servicer shall cause each Subservicer
        and each Reporting Subcontractor and the Trustee shall cause each Reporting
        Subcontractor to, provide to the Person who signs the Sarbanes-Oxley
        Certification (the “Certifying Person”) a certification (each, a
“Performance Certification”), in the form attached hereto as Exhibit R-1
        (in the case of a Subservicer or any Reporting Subcontractor of the Master
        Servicer or a Subservicer) and Exhibit R-2 (in the case of the Trustee or
        any
        Reporting Subcontractor of the Trustee), on which the Certifying Person,
        the
        entity for which the Certifying Person acts as an officer, and such entity’s
        officers, directors and Affiliates (collectively with the Certifying Person,
        “Certification Parties”) can reasonably rely.  The senior
        officer in charge of the servicing function of the Master Servicer shall
        serve
        as the Certifying Person on behalf of the Trust Fund.  Neither the
        Master Servicer nor the Depositor will request delivery of a certification
        under
        this clause unless the Depositor is required under the Exchange Act to file
        an
        annual report on Form 10-K with respect to the Trust Fund.  In the
        event that prior to the filing date of the Form 10-K in March of each year,
        the
        Trustee or the Depositor has actual knowledge of information material to
        the
        Sarbanes-Oxley Certification, the Trustee or the Depositor, as the case may
        be,
        shall promptly notify the Master Servicer and the Depositor.  The
        respective parties hereto agree to cooperate with all reasonable requests
        made
        by any Certifying Person or Certification Party in connection with such Person’s
        attempt to conduct any due diligence that such Person reasonably believes
        to be
        appropriate in order to allow it to deliver any Sarbanes-Oxley Certification
        or
        portion thereof with respect to the Trust Fund.

       

      
        	 	
                SECTION
                  11.06.

              	
                Form
                  15 Filing.

              


      

      


      Prior
        to
        January 30 of the first year in which the Depositor is able to do so under
        applicable law, the Depositor shall file a Form 15 relating to the automatic
        suspension of reporting in respect of the Trust Fund under the Exchange
        Act.

       

      
        
          
          

        

        
          133

          
            

          

        

        
          
          

        

      

       

      
        	 	
                SECTION
                  11.07.

              	
                Report
                  on Assessment of Compliance and
                  Attestation.

              


      

      


      (a)           On
        or before March 15 of each calendar year, commencing in 2008:

       

      (i)           Each
        of the Master Servicer and the Trustee shall deliver to the Depositor and
        the
        Master Servicer a report (in form and substance reasonably satisfactory to
        the
        Depositor) regarding the Master Servicer’s or the Trustee’s, as applicable,
        assessment of compliance with the Servicing Criteria during the immediately
        preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
        Exchange Act and Item 1122 of Regulation AB.  Such report shall be
        signed by an authorized officer of such Person and shall address each of
        the
        Servicing Criteria specified on a certification substantially in the form
        of
        Exhibit S hereto delivered to the Depositor concurrently with the execution
        of
        this Agreement.  To the extent any of the Servicing Criteria are not
        applicable to such Person, with respect to asset-backed securities transactions
        taken as a whole involving such Person and that are backed by the same asset
        type backing the Certificates, such report shall include such a statement
        to
        that effect.  The Depositor and the Master Servicer, and each of their
        respective officers and directors shall be entitled to rely on upon each
        such
        servicing criteria assessment.

       

      (ii)          Each
        of the Master Servicer and the Trustee shall deliver to the Depositor and
        the
        Master Servicer a report of a registered public accounting firm reasonably
        acceptable to the Depositor that attests to, and reports on, the assessment
        of
        compliance made by Master Servicer or the Trustee, as applicable, and delivered
        pursuant to the preceding paragraphs.  Such attestation shall be in
        accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
        Securities Act and the Exchange Act, including, without limitation that in
        the
        event that an overall opinion cannot be expressed, such registered public
        accounting firm shall state in such report why it was unable to express such
        an
        opinion.  Such report must be available for general use and not
        contain restricted use language.  To the extent any of the Servicing
        Criteria are not applicable to such Person, with respect to asset-backed
        securities transactions taken as a whole involving such Person and that are
        backed by the same asset type backing the Certificates, such report shall
        include such a statement to that effect.

       

      (iii)         The
        Master Servicer shall cause each Subservicer and each Reporting Subcontractor
        to
        deliver to the Depositor an assessment of compliance and accountant’s
        attestation as and when provided in paragraphs (a) and (b) of this Section
        11.07.

       

      (iv)         The
        Trustee shall cause each Reporting Subcontractor to deliver to the Depositor
        and
        the Master Servicer an assessment of compliance and accountant’s attestation as
        and when provided in paragraphs (a) and (b) of this Section.

       

      (v)           The
        Master Servicer and the Trustee shall execute (and the Master Servicer shall
        cause each Subservicer to execute, and the Master Servicer and the Trustee
        shall
        cause each Reporting Subcontractor to execute) a reliance certificate to
        enable
        the Certification Parties to rely upon each (i) annual compliance statement
        provided pursuant to Section 3.16, (ii) annual report on assessments of
        compliance with servicing criteria provided pursuant to this Section 11.07
        and
        (iii) accountant’s report provided pursuant to this 

       

      
        
          
          

        

        
          134

          
            

          

        

        
          
          

        

      

       

      Section
        11.07 and shall include a certification that each such annual compliance
        statement or report discloses any deficiencies or defaults described to the
        registered public accountants of such Person to enable such accountants to
        render the certificates provided for in this Section 11.07.

       

      (b)           In
        the event the Master Servicer, any Subservicer, the Trustee or Reporting
        Subcontractor is terminated or resigns during the term of this Agreement,
        such
        Person shall provide documents and information required by this Section 11.07
        with respect to the period of time it was subject to this Agreement or provided
        services with respect to the Trust Fund, the Certificates or the Mortgage
        Loans.

       

      (c)           Each
        assessment of compliance provided by a Subservicer pursuant to Section
        11.07(a)(3) shall address each of the Servicing Criteria specified on a
        certification substantially in the form of Exhibit S hereto delivered to
        the
        Depositor concurrently with the execution of this Agreement or, in the case
        of a
        Subservicer subsequently appointed as such, on or prior to the date of such
        appointment.  An assessment of compliance provided by a Subcontractor
        pursuant to Section 11.07(a)(3) or (4) need not address any elements of the
        Servicing Criteria other than those specified by the Master Servicer or the
        Trustee, as applicable, pursuant to Section 11.07(a)(1).

       

      
        	 	
                SECTION
                  11.08.

              	
                Use
                  of Subservicers and
                  Subcontractors.

              


      

      


      (a)           The
        Master Servicer shall cause any Subservicer used by the Master Servicer (or
        by
        any Subservicer) for the benefit of the Depositor to comply with the provisions
        of Section 3.16 and this Article XI to the same extent as if such Subservicer
        were the Master Servicer (except with respect to the Master Servicer’s duties
        with respect to preparing and filing any Exchange Act Reports or as the
        Certifying Person).  The Master Servicer shall be responsible for
        obtaining from each Subservicer and delivering to the Depositor any servicer
        compliance statement required to be delivered by such Subservicer under Section
        3.16, any assessment of compliance and attestation required to be delivered
        by
        such Subservicer under Section 11.07 and any certification required to be
        delivered to the Certifying Person under Section 11.05 as and when required
        to
        be delivered.  As a condition to the succession to any Subservicer as
        subservicer under this Agreement by any Person (i) into which such Subservicer
        may be merged or consolidated, or (ii) which may be appointed as a successor
        to
        any Subservicer, the Master Servicer shall provide to the Depositor, at least
        15
        calendar days prior to the effective date of such succession or appointment,
        (x)
        written notice to the Depositor of such succession or appointment and (y)
        in
        writing and in form and substance reasonably satisfactory to the Depositor,
        all
        information reasonably requested by the Depositor in order to comply with
        its
        reporting obligation under Item 6.02 of Form 8-K.

       

      (b)           It
        shall not be necessary for the Master Servicer, any Subservicer or the Trustee
        to seek the consent of the Depositor or any other party hereto to the
        utilization of any Subcontractor.  The Master Servicer or the Trustee,
        as applicable, shall promptly upon request provide to the Depositor (or any
        designee of the Depositor, such as the Master Servicer or administrator)
        a
        written description (in form and substance satisfactory to the Depositor)
        of the
        role and function of each Subcontractor utilized by such Person (or in the
        case
        of the Master Servicer, any Subservicer), specifying (i) the identity of
        each
        such Subcontractor, (ii) which (if 

       

      
        
          
          

        

        
          135

          
            

          

        

        
          
          

        

      

       

      any)
        of
        such Subcontractors are “participating in the servicing function” within the
        meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
        Criteria will be addressed in assessments of compliance provided by each
        Subcontractor identified pursuant to clause (ii) of this paragraph.

       

      As
        a
        condition to the utilization of any Subcontractor determined to be a Reporting
        Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause
        any such Subcontractor used by such Person (or in the case of the Master
        Servicer, any Subservicer) for the benefit of the Depositor to comply with
        the
        provisions of Sections 11.07 and 11.09 of this Agreement to the same extent
        as
        if such Subcontractor were the Master Servicer  (except with respect
        to the Master Servicer’s duties with respect to preparing and filing any
        Exchange Act Reports or as the Certifying Person) or the Trustee.  The
        Master Servicer or the Trustee, as applicable, shall be responsible for
        obtaining from each Subcontractor and delivering to the Depositor and the
        Master
        Servicer, any assessment of compliance and attestation required to be delivered
        by such Subcontractor under Section 11.05 and Section 11.07, in each case
        as and
        when required to be delivered.

       

      
        	 	
                SECTION
                  11.09.

              	
                Amendments.

              


      

      


      In
        the
        event the parties to this Agreement desire to further clarify or amend any
        provision of this Article XI, this Agreement shall be amended to reflect
        the new
        agreement between the parties covering matters in this Article XI pursuant
        to
        Section 10.01, which amendment shall not require any Opinion of Counsel or
        Rating Agency confirmations or the consent of any
        Certificateholder.  If, during the period that the Depositor is
        required to file Exchange Act Reports with respect to the Trust Fund, the
        Master
        Servicer is no longer an Affiliate of the Depositor, the Depositor shall
        assume
        the obligations and responsibilities of the Master Servicer in this Article
        XI
        with respect to the preparation and filing of the Exchange Act Reports and/or
        acting as the Certifying Person, if the Depositor has received indemnity
        from
        such successor Master Servicer satisfactory to the Depositor, and such Master
        Servicer has agreed to provide a Sarbanes-Oxley Certification to the Depositor
        substantially in the form of Exhibit U, and the certifications referred to
        in
        Section 11.07.

       

      
        	 	
                SECTION
                  11.10.

              	
                Reconciliation
                  of Accounts.

              


      

      


      Any
        reconciliation of Accounts performed by any party hereto, or any Subservicer
        or
        Subcontractor shall be prepared no later than 45 calendar days after the
        bank
        statement cutoff date.

       

      *           *           *           *           *           *

       

      
        
          
          

        

        
          136

          
            

          

        

        
          
          

        

      

       

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

      
         

        
          	 	CWMBS,
                  INC.,	 
	 	  as
                  Depositor	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/ Darren
                  Bigby	 
	 	Name:  Darren
                  Bigby	 
	 	Title:  Executive
                  Vice
                  President	 
	 	 	 	 


        

         

        
          
            	 	THE
                    BANK OF NEW YORK,	 
	 	  as
                    Trustee	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ Michael
                    Cerchio	 
	 	Name:
                    Michael Cerchio	 
	 	Title:  Assistant
                    Treasurer	 
	 	 	 	 


          

        

         

        
          
            	 	COUNTRYWIDE
                    HOME LOANS, INC.,	 
	 	  as
                    a Seller	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ Darren
                    Bigby	 
	 	Name:  Darren
                    Bigby	 
	 	Title:  Executive
                    Vice
                    President	 
	 	 	 	 


          

        

         

        
          
            	 	 PARK
                    GRANADA LLC,	 
	 	  as
                    a Seller	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ Darren
                    Bigby	 
	 	Name:  Darren
                    Bigby	 
	 	Title:  Executive
                    Vice
                    President	 
	 	 	 	 


          

        

         

        
           

          
            
              	 	COUNTRYWIDE
                      HOME LOANS SERVICING LP,	 
	 	  as
                      Master
                      Servicer	 


            

             

          

        

        
          
            
            

          

          
            137

            
              

            

          

          
            
            

          

        

         

        
           

          
            
              	 	 	 
	 	By:  COUNTRYWIDE
                      GP, INC.	 
	 	 	 	 
	
                       

                    	
                      By:
                        

                    	/s/ Darren
                      Bigby	 
	 	Name:  Darren
                      Bigby	 
	 	Title:  Executive
                      Vice
                      President	 
	 	 	 	 


            

          

        

         

        
          
            	 	PARK
                    SIENNA LLC,	 
	 	  as
                    a Seller	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ Darren
                    Bigby	 
	 	Name:  Darren
                    Bigby	 
	 	Title:  Executive
                    Vice
                    President	 
	 	 	 	 


          

           

        

        
          
            	 	PARK
                    MONACO INC.,	 
	 	  as
                    a Seller	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ Darren
                    Bigby	 
	 	Name:  Darren
                    Bigby	 
	 	Title:  Executive
                    Vice
                    President	 
	 	 	 	 


          

        

         

        
          
            
              
              

            

            
              138

              
                

              

            

            
              
              

            

          

        

         

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

                  	 
	 	 	 
	 	THE
                    BANK OF NEW YORK, in its individual capacity	 
	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ Paul
                    Connolly	 
	 	Name:  Paul
                    Connolly	 
	 	Title:  Vice
                    President	 
	 	 	 	 


          

        

         

         

        
          
            
            

          

          
            139

            
              

            

          

          
            
            

          

        

      

       

      SCHEDULE
        I

      Mortgage
        Loan Schedule

      [Delivered
        at Closing to Trustee]

      


      
        
          
          

        

        
          S-I-1

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        II-A

      


      CWMBS,
        Inc.

      


      Mortgage
        Pass-Through Certificates

      


      Series
        2007-HY7

      


      Representations
        and Warranties of Countrywide

      


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

       

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

       

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

       

      (3)           The
        execution and delivery of the Pooling and Servicing Agreement by Countrywide
        ,
        the sale of the Countrywide Mortgage Loans by Countrywide under the Pooling
        and
        Servicing Agreement, the consummation of any other of the transactions
        contemplated by the Pooling and Servicing Agreement, and the fulfillment
        of or
        compliance with the terms thereof are in the ordinary course of business
        of
        Countrywide 

       

      
        
          
          

        

        
          S-II-A-1

          
            

          

        

        
          
          

        

      

       

      and
        will
        not (A) result in a material breach of any term or provision of the charter
        or by-laws of Countrywide or (B) materially conflict with, result in a
        material breach, violation or acceleration of, or result in a material default
        under, the terms of any other material agreement or instrument to which
        Countrywide is a party or by which it may be bound, or (C) constitute a
        material violation of any statute, order or regulation applicable to Countrywide
        of any court, regulatory body, administrative agency or governmental body
        having
        jurisdiction over Countrywide; and Countrywide is not in breach or violation
        of
        any material indenture or other material agreement or instrument, or in
        violation of any statute, order or regulation of any court, regulatory body,
        administrative agency or governmental body having jurisdiction over it which
        breach or violation may materially impair Countrywide’s ability to perform or
        meet any of its obligations under the Pooling and Servicing
        Agreement.

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          S-II-A-2

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        II-B

      


      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-HY7

       

      Representations
        and Warranties of Park Granada

       

      Park
        Granada LLC (“Park Granada”) and Countrywide Home Loans, Inc. (“Countrywide”),
        each hereby makes the representations and warranties set forth in this Schedule
        II-B to the Depositor, the Master Servicer and the Trustee, as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule II-B shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Park Granada, as a seller, Park Monaco Inc.,
        as a
        seller, Park Sienna LLC, as a seller, Countrywide, as a seller, Countrywide
        Home
        Loans Servicing LP, as master servicer, CWMBS, Inc., as depositor, and The
        Bank
        of New York, as trustee.

       

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

       

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

       

      (3)           The
        execution and delivery of the Pooling and Servicing Agreement by Park Granada,
        the sale of the Park Granada Mortgage Loans by Park Granada under the Pooling
        and Servicing Agreement, the consummation of any other of the transactions
        contemplated by the Pooling and Servicing Agreement, and the fulfillment
        of or
        compliance with the terms thereof are in the ordinary course of business
        of Park
        Granada and will not (A) result in a material breach of any term or provision
        of
        the certificate of formation or the limited liability company agreement of
        Park
        Granada or (B) materially conflict with, result in a material breach, violation
        or acceleration of, or result in a material default under, the terms of any
        other material agreement or instrument to which Park Granada is a party or
        by
        which it may be bound, or (C) constitute a material violation of any statute,
        order or regulation applicable to Park Granada of any court, 

       

      
        
          
          

        

        
          S-II-B-1

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          S-II-B-2

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        II-C

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-HY7

       

      Representations
        and Warranties of Park Monaco

       

      Park
        Monaco Inc. (“Park Monaco”) and Countrywide Home Loans, Inc. (“Countrywide”),
        each hereby makes the representations and warranties set forth in this Schedule
        II-C to the Depositor, the Master Servicer and the Trustee, as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule II-C shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Park Monaco, as a seller, Countrywide, as
        a
        seller, Park Granada LLC, as a seller, Park Sienna LLC, as a seller, Countrywide
        Home Loans Servicing LP, as master servicer, CWMBS, Inc., as depositor, and
        The
        Bank of New York, as trustee.

       

      (1)           Park
        Monaco is a corporation duly formed and validly existing and in good standing
        under the laws of the State of Delaware.

       

      (2)           Park
        Monaco has the full corporate 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 the Pooling and Servicing Agreement
        and has duly authorized by all necessary corporate action on the part of
        Park
        Monaco the execution, delivery and performance of the Pooling and Servicing
        Agreement; and the Pooling and Servicing Agreement, assuming the due
        authorization, execution and delivery thereof by the other parties thereto,
        constitutes a legal, valid and binding obligation of Park Monaco, enforceable
        against Park Monaco in accordance with its terms, except that (a) the
        enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights generally and
        (b) the remedy of specific performance and injunctive and other forms of
        equitable relief may be subject to equitable defenses and to the discretion
        of
        the court before which any proceeding therefor may be brought.

       

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


       

      
        
          
          

        

        
          S-II-C-1

          
            

          

        

        
          
          

        

      

       

      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 the Pooling and Servicing
        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 the Pooling and Servicing Agreement or the
        ability
        of Park Monaco to sell the Park Monaco Mortgage Loans or to perform any of
        its
        other obligations under the Pooling and Servicing Agreement in accordance
        with
        the terms thereof.

       

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

       

      (6)           Park
        Monaco intends to 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.

       

      
        
          
          

        

        
          S-II-C-2

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        II-D

      


      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-HY7

       

      Representations
        and Warranties of Park Sienna

       

      Park
        Sienna LLC (“Park Sienna”) and Countrywide Home Loans, Inc. (“Countrywide”),
        each hereby makes the representations and warranties set forth in this Schedule
        II-C to the Depositor, the Master Servicer and the Trustee, as of the Closing
        Date.  Capitalized terms used but not otherwise defined in this
        Schedule II-D shall have the meanings ascribed thereto in the Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
        above-referenced Series, among Park Sienna, as a seller, Park Monaco Inc,
        as a
        seller, Park Granada LLC, as a seller, Countrywide, as a seller, Countrywide
        Home Loans Servicing LP, as master servicer, CWMBS, Inc., as depositor, and
        The
        Bank of New York, as trustee.

       

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

       

      (2)           Park
        Sienna has the full corporate 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 the Pooling and Servicing Agreement
        and has duly authorized by all necessary corporate action on the part of
        Park
        Sienna the execution, delivery and performance of the Pooling and Servicing
        Agreement; and the Pooling and Servicing Agreement, assuming the due
        authorization, execution and delivery thereof by the other parties thereto,
        constitutes a legal, valid and binding obligation of Park Sienna, enforceable
        against Park Sienna in accordance with its terms, except that (a) the
        enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights generally and
        (b) the remedy of specific performance and injunctive and other forms of
        equitable relief may be subject to equitable defenses and to the discretion
        of
        the court before which any proceeding therefor may be brought.

       

      (3)           The
        execution and delivery of the Pooling and Servicing Agreement by Park Sienna,
        the sale of the Park Sienna Mortgage Loans by Park Sienna under the Pooling
        and
        Servicing Agreement, the consummation of any other of the transactions
        contemplated by the Pooling and Servicing Agreement, and the fulfillment
        of or
        compliance with the terms thereof are in the ordinary course of business
        of Park
        Sienna and will not (A) result in a material breach of any term or provision
        of
        the certificate of formation or the limited liability company agreement of
        Park
        Sienna or (B) materially conflict with, result in a material breach, violation
        or acceleration of, or result in a material default under, the terms of any
        other material agreement or instrument to which Park Sienna is a party or
        by
        which it may be bound, or (C) constitute a material violation of any statute,
        order or regulation applicable to Park Sienna of any court, regulatory body,
        

       

      
        
          
          

        

        
          S-II-D-1

          
            

          

        

        
          
          

        

      

       

      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 the Pooling and
        Servicing 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 the Pooling and Servicing Agreement or the
        ability
        of Park Sienna to sell the Park Sienna Mortgage Loans or to perform any of
        its
        other obligations under the Pooling and Servicing Agreement in accordance
        with
        the terms thereof.

       

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

       

      (6)           Park
        Sienna intends to 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.

       

      
        
          
          

        

        
          S-II-D-2

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        III-A

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-HY7

       

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

       

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

       

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

       

      (2)           As
        of the Closing Date, all payments due with respect to each Mortgage Loan
        prior
        to the Cut-off Date have been made.

       

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

       

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

       

      (5)           [Reserved].

       

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

       

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

       

      (8)           There
        are no mechanics’ liens or claims for work, labor or material affecting any
        Mortgaged Property which are or may be a lien prior to, or equal with, the
        lien
        of such Mortgage, 

      
        
          
          

        

        
          S-III-A-1

          
            

          

        

        
          
          

        

      

       

      except
        those which are insured against by the title
        insurance policy referred to in item (12) below.

       

      (9)           As
        of the Closing Date, to the best of Countrywide’s knowledge, each Mortgaged
        Property is free of material damage and in good repair.  As of the
        Closing Date, each Mortgaged Property located in Los Angeles, San Bernardino,
        San Diego and Ventura counties in California is free of material damage that
        occurred during the time period beginning on October 19, 2007 and ending
        on the
        day prior to the Closing Date resulting from wildfires.

       

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

       

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

       

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

       

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

       

      (14)                      To
        the best of Countrywide’s knowledge, all of the improvements which were included
        for the purpose of determining the Appraised Value of the Mortgaged Property
        lie


       

      
        
          
          

        

        
          S-III-A-2

          
            

          

        

        
          
          

        

      

       

      wholly
        within the boundaries and building restriction lines of such property, and
        no
        improvements on adjoining properties encroach upon the Mortgaged
        Property.

       

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

       

      (16)                      Each
        Mortgage Note and the related Mortgage are genuine, and each is the legal,
        valid
        and binding obligation of the maker thereof, enforceable in accordance with
        its
        terms and under applicable law.  To the best of Countrywide’s
        knowledge, all parties to the Mortgage Note and the Mortgage had legal capacity
        to execute the Mortgage Note and the Mortgage and each Mortgage Note and
        Mortgage have been duly and properly executed by such parties.

       

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

       

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

       

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

       

      (20)                      Each
        Mortgage Note and each Mortgage is in substantially one of the forms acceptable
        to FNMA or FHLMC, with such riders as have been acceptable to FNMA or FHLMC,
        as
        the case may be.

       

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

       

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

       

      
        
          
          

        

        
          S-III-A-3

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      (26)                      As
        of the Closing Date, approximately 46.40%, 51.68%, 40.80% and 37.90% of the
        Mortgage Loans in Loan Groups 1, 2, 3 and 4, respectively, by aggregate Stated
        Principal Balance of the Mortgage Loans in the respective Loan Group as of
        the
        Cut-off Date, provide for a Prepayment Charge.

       

      (27)                      Each
        Mortgage Loan that had a Loan-to-Value Ratio at origination in excess of
        80% is
        the subject of a Primary Insurance Policy that insures that portion of the
        principal balance equal to a specified percentage times the sum of the remaining
        principal balance of the related Mortgage Loan, the accrued interest thereon
        and
        the related foreclosure expenses.  The specified coverage percentage
        for mortgage loans with terms to maturity between 25 and 30 years is 12%
        for
        Loan-to-Value Ratios between 80.01% and 85.00%, 25% for Loan-to-Value Ratios
        between 85.01% and 90.00%, 30% for Loan-to-Value Ratios between 90.01% and
        95.00% and 35% for Loan-to-Value Ratios between 95.01% and 100%.  The
        specified coverage percentage for mortgage loans with terms to maturity of
        up to
        20 years ranges from 6% to 12% for Loan-to-Value Ratios between 80.01% and
        85.00%, from 12% to 20% for Loan-to-Value Ratios between 85.01% and 90.00%
        and
        20% to 25% for Loan-to-Value Ratios between 90.01% and 95.00%.  Each
        such Primary Insurance Policy is issued by a Qualified Insurer.  All
        provisions of any such Primary Insurance Policy have been and are being complied
        with, any such policy is in full force and effect, and all premiums due
        thereunder have been paid.  Any Mortgage subject to any such Primary
        Insurance Policy obligates either the Mortgagor or the mortgagee thereunder
        to
        maintain such insurance and to pay all premiums and charges in connection
        therewith, subject, in each case, to the provisions of Section 3.09(b) of
        the
        Pooling and Servicing Agreement.  The Mortgage Rate for each Mortgage
        Loan is net of any such insurance premium.

       

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


       

       

      
        
          
          

        

        
          S-III-A-4

          
            

          

        

        
          
          

        

      

       

      maintain
        such insurance at the Mortgagor’s cost and expense and to seek reimbursement
        therefor from the Mortgagor.

       

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

       

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

       

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

       

      (32)                      Each
        Mortgaged Property is improved by a one- to four-family residential dwelling
        including condominium units and dwelling units in PUDs, which, to the best
        of
        Countrywide’s knowledge, does not include cooperatives or mobile homes and does
        not constitute other than real property under state law.

       

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

       

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

       

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

       

      
        
          
          

        

        
          S-III-A-5

          
            

          

        

        
          
          

        

      

       

      (36)                      Each
        Mortgage Loan was underwritten in all material respects in accordance with
        the
        underwriting guidelines described in the Prospectus Supplement.

       

      (37)                      Other
        than with respect to any Streamlined Documentation Mortgage Loan as to which
        the
        loan-to-value ratio of the related Original Mortgage Loan was less than 90%
        at
        the time of the origination of such Original Mortgage Loan, prior to the
        approval of the Mortgage Loan application, an appraisal of the related Mortgaged
        Property was obtained from a qualified appraiser, duly appointed by the
        originator, who had no interest, direct or indirect, in the Mortgaged Property
        or in any loan made on the security thereof, and whose compensation is not
        affected by the approval or disapproval of the Mortgage Loan; such appraisal
        is
        in a form acceptable to FNMA and FHLMC.

       

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

       

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

       

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

       

      (41)                      Except
        for approximately 1.17% of the Mortgage Loans in Loan Group 2, by aggregate
        Stated Principal Balance of Loan Group 2 as of the Cut-off Date, each Mortgage
        Loan transferred and assigned to the Trustee on the Closing Date has a payment
        date on or before November 1, 2007.

       

      (42)                      With
        respect to any Mortgage Loan as to which an affidavit has been delivered
        to the
        Trustee certifying that the original Mortgage Note is a Lost Mortgage Note,
        if
        such Mortgage Loan is subsequently in default, the enforcement of such Mortgage
        Loan or of the related Mortgage by or on behalf of the Trustee will not be
        materially adversely affected by the absence of the original Mortgage
        Note.  A “Lost Mortgage Note” is a Mortgage Note the original of which
        was permanently lost or destroyed and has not been replaced.

       

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

       

      (44)                      No
        Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
        is
        governed by the Georgia Fair Lending Act.

       

      (45)                      None
        of the Mortgage Loans are “high cost” loans as defined by applicable predatory
        and abusive lending laws.

       

      (46)                      None
        of the Mortgage Loans are covered
        by the Home Ownership and Equity Protection Act of 1994
        (“HOEPA”).

       

      
        
          
          

        

        
          S-III-A-6

          
            

          

        

        
          
          

        

      

       

      (47)                      No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
        Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et
        seq.).

       

      (48)                      No
        Mortgage Loan is a “High-Cost Home
        Loan” as defined in the New Mexico Home Loan Protection Act effective January 1,
        2004 (N.M. Stat. Ann. §§ 58-21a-1 et seq.).

       

      (49)                      All
        of the Mortgage Loans were originated in compliance with all applicable laws,
        including, but not limited to, all applicable anti-predatory and abusive
        lending
        laws.

       

      (50)                      No
        Mortgage Loan is a High Cost Loan or
        Covered Loan, as applicable, and with respect to the foregoing, the terms
“High
        Cost Loan” and “Covered Loan” have the meaning assigned to them in the then
        current Standard & Poor’s LEVELS® Version 6.0 Glossary Revised, Appendix E
        which is attached hereto as Exhibit O (the “Glossary”) where (x) a “High Cost
        Loan” is each loan identified in the column “Category under applicable
        anti-predatory lending law” of the table entitled “Standard & Poor’s High
        Cost Loan Categorization” in the Glossary as each such loan is defined in the
        applicable anti-predatory lending law of the State or jurisdiction specified
        in
        such table and (y) a “Covered Loan” is each loan identified in the column
“Category under applicable anti-predatory lending law” of the table entitled
“Standard & Poor’s Covered Loan Categorization” in the Glossary as each such
        loan is defined in the applicable anti-predatory lending law of the State
        or
        jurisdiction specified in such table.

       

      
        
          
          

        

        
          S-III-A-7

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        III-B

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-HY7

       

      Representations
        and Warranties of Countrywide as to the Countrywide Mortgage
        Loans

       

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

       

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

       

      
        
          
          

        

        
          S-III-B-1

          
            

          

        

        
          
          

        

      

       

      


      SCHEDULE
        III-C

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-HY7

       

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

       

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

       

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

       

      
        
          
          

        

        
          S-III-C-1

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        III-D

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-HY7

       

      Representations
        and Warranties of Park Monaco as to the Park Monaco Mortgage
        Loans

       

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

       

      (1)           Immediately
        prior to the assignment of each 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
        the
        Pooling and Servicing Agreement.

       

      
        
          
          

        

        
          S-III-D-1

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        III-E

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-HY7

       

      Representations
        and Warranties of Park Sienna as to the Park Sienna Mortgage
        Loans

       

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

       

      (1)           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 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
        the
        Pooling and Servicing Agreement.

       

      


      
        
          
          

        

        
          S-III-E-1

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        IV

       

      CWMBS,
        Inc.

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2007-HY7

       

      Representations
        and Warranties of the Master Servicer

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          S-IV-1

          
            

          

        

        
          
          

        

      

       

      with,
        result in a material breach, violation or acceleration of, or result in a
        material default under, the terms of any other material agreement or instrument
        to which Countrywide Servicing is a party or by which it may be bound, or
        (C)
        constitute a material violation of any statute, order or regulation applicable
        to Countrywide Servicing of any court, regulatory body, administrative agency
        or
        governmental body having jurisdiction over Countrywide Servicing; and
        Countrywide Servicing is not in breach or violation of any material indenture
        or
        other material agreement or instrument, or in violation of any statute, order
        or
        regulation of any court, regulatory body, administrative agency or governmental
        body having jurisdiction over it which breach or violation may materially
        impair
        the ability of Countrywide Servicing to perform or meet any of its obligations
        under the Pooling and Servicing Agreement.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          S-IV-2

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        V

       

      Principal
        Balance Schedules

       

      *[Attached
        to Prospectus Supplement, if applicable.]

       

       

      
        
          
          

        

        
          S-V-1

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        VI

      Form
        of
        Monthly Master Servicer Report 
        
          	
                  LOAN
                    LEVEL REPORTING SYSTEM

                
	
                  DATABASE
                    STRUCTURE

                
	
                  [MONTH,
                    YEAR]

                
	
                  Field
                    Number

                	
                  Field
                    Name

                	
                  Field
                    Type

                	
                  Field
                    Width

                	
                  Dec

                
	
                  1

                	
                  INVNUM

                	
                  Numeric

                	
                  4

                	 
	
                  2

                	
                  INVBLK

                	
                  Numeric

                	
                  4

                	 
	
                  3

                	
                  INACNU

                	
                  Character

                	
                  8

                	 
	
                  4

                	
                  BEGSCH

                	
                  Numeric

                	
                  15

                	
                  2

                
	
                  5

                	
                  SCHPRN

                	
                  Numeric

                	
                  13

                	
                  2

                
	
                  6

                	
                  TADPRN

                	
                  Numeric

                	
                  11

                	
                  2

                
	
                  7

                	
                  LIQEPB

                	
                  Numeric

                	
                  11

                	
                  2

                
	
                  8

                	
                  ACTCOD

                	
                  Numeric

                	
                  11

                	 
	
                  9

                	
                  ACTDAT

                	
                  Numeric

                	
                  4

                	 
	
                  10

                	
                  INTPMT

                	
                  Numeric

                	
                  8

                	 
	
                  11

                	
                  PRNPMT

                	
                  Numeric

                	
                  13

                	
                  2

                
	
                  12

                	
                  ENDSCH

                	
                  Numeric

                	
                  13

                	
                  2

                
	
                  13

                	
                  SCHNOT

                	
                  Numeric

                	
                  13

                	
                  2

                
	
                  14

                	
                  SCHPAS

                	
                  Numeric

                	
                  7

                	
                  3

                
	
                  15

                	
                  PRINPT

                	
                  Numeric

                	
                  7

                	
                  3

                
	
                  16

                	
                  PRIBAL

                	
                  Numeric

                	
                  11

                	
                  2

                
	
                  17

                	
                  LPIDTE

                	
                  Numeric

                	
                  13

                	
                  2

                
	
                  18

                	
                  DELPRN

                	
                  Numeric

                	
                  7

                	 
	
                  19

                	
                  PPDPRN

                	
                  Numeric

                	
                  11

                	
                  2

                
	
                  20

                	
                  DELPRN

                	
                  Numeric

                	
                  11

                	
                  2

                
	
                  21

                	
                  NXTCHG

                	
                  Numeric

                	
                  8

                	 
	
                  22

                	
                  ARMNOT

                	
                  Numeric

                	
                  7

                	
                  3

                
	
                  23

                	
                  ARMPAS

                	
                  Numeric

                	
                  7

                	
                  3

                
	
                  24

                	
                  ARMPMT

                	
                  Numeric

                	
                  11

                	
                  2

                
	
                  25

                	
                  ZZTYPE

                	
                  Character

                	
                  2

                	 
	
                  26

                	
                  ISSUID

                	
                  Character

                	
                  1

                	 
	
                  27

                	
                  KEYNAME

                	
                  Character

                	
                  8

                	 
	
                  TOTAL

                	 	 	
                  240   
                    

                	 
	
                  Suggested
                    Format:

                   

                	
                  DBASE
                    file

                  Modem
                    transmission

                	 	 	 


        

         

        
          
            
            

          

          
            S-VI-1

            
              

            

          

          
            
            

          

        

         

      

      


      SCHEDULE
        VII

      Available
        Exchanges of Depositable Certificates for Exchangeable
        Certificates(1)(2)

      


      
        	
                
                  Classes
                    of Depositable

                  Certificates

                

              	
                
                  Related
                    Class of Exchangeable Certificates

                

              
	
                
                  Classes
                    of

                  Depositable

                  Certificates

                

              	
                
                  Original

                  Class

                  Certificate

                  Balance

                

              	
                
                  Class
                    of

                  Exchangeable

                  Certificates

                

              	
                
                  Maximum

                  Original
                    Class

                  Certificate

                  Balance

                

              	
                
                  Pass-

                  Through

                  Rate

                

              
	
                Combination
                  1

              	 	 	 
	
                Class 2-A-1A

              	
                $130,078,000

              	
                Class
                  A-1

              	
                $293,798,000

              	
                (3)

              
	
                Class
                  3-A-1A

              	
                $105,043,000

              	 	 	 
	
                Class
                  4-A-1A

              	
                $58,677,000

              	 	 	 
	 	 	 	 	 
	
                Combination
                  2

              	 	 	 
	
                Class 2-A-1B

              	
                $50,284,000

              	
                Class
                  A-2

              	
                $113,530,000

              	
                (4)

              
	
                Class
                  3-A-1B

              	
                $40,556,000

              	 	 	 
	
                Class
                  4-A-1B

              	
                $22,690,000

              	 	 	 
	 	 	 	 	 
	
                Combination
                  3

              	 	 	 
	
                Class 2-A-1C

              	
                $5,587,000

              	
                Class
                  A-3

              	
                $12,614,000

              	
                (5)

              
	
                Class
                  3-A-1C

              	
                $4,506,000

              	 	 	 
	
                Class
                  4-A-1C

              	
                $2,521,000

              	 	 	 
	 	 	 	 	 
	
                Combination
                  4

              	 	 	 
	
                Class 2-A-1B

              	
                $50,284,000

              	
                Class
                  A-4

              	
                $126,144,000

              	
                (6)

              
	
                Class
                  3-A-1B

              	
                $40,556,000

              	 	 	 
	
                Class
                  4-A-1B

              	
                $22,690,000

              	 	 	 
	
                Class 2-A-1C

              	
                $5,587,000

              	 	 	 
	
                Class
                  3-A-1C

              	
                $4,506,000

              	 	 	 
	
                Class
                  4-A-1C

              	
                $2,521,000

              	 	 	 
	 	 	 	 	 
	
                Combination
                  5

              	 	 	 
	
                Class 1-A-2

              	
                $5,949,000

              	
                Class
                  A-5

              	
                $52,608,000

              	
                (7)

              
	
                Class
                  2-A-2

              	
                $20,661,000

              	 	 	 
	
                Class
                  3-A-2

              	
                $16,678,000

              	 	 	 
	
                Class 4-A-2

              	
                $9,320,000

              	 	 	 
	 	 	 	 	 


      

      ______________

      
        	
                (1)

              	
                Depositable
                  Certificates and Exchangeable Certificates may be exchanged only
                  in the
                  proportions shown in this Schedule VII.  In any exchange, the
                  relative proportions of the Depositable Certificates to be delivered
                  (or,
                  if applicable, received) in such exchange will equal the proportions
                  reflected by the outstanding Class Certificate Balances of the
                  related
                  Depositable Certificates at the time of
                  exchange.

              


      

       

      
        	
                (2)

              	
                If,
                  as a result of a proposed exchange, a Certificateholder would hold
                  a
                  Depositable Certificate or Exchangeable Certificate of a Class
                  in an
                  amount less than the applicable minimum denomination for that Class,
                  the
                  Certificateholder will be unable to effect the proposed
                  exchange.

              


      

       

      
        	
                (3)

              	
                The
                  Pass-Through Rate for the Class A-1 Certificates for the Interest
                  Accrual
                  Period related to any Distribution Date will be a per annum rate
                  equal to
                  the weighted average of the Pass-Through Rate for such Interest
                  Accrual
                  Period for the Class 2-A-1A, Class 3-A-

              


        	 	 


      

       

      
        
          
          

        

        
          S-VII-1

          
            

          

        

        
          
          

        

      

       

      
        	 	1A
                and Class 4-A-1A Certificates, weighted on the basis of their respective
                Class Certificate Balances.


      

      


      
        	
                (4)

              	
                The
                  Pass-Through Rate for the Class A-2 Certificates for the Interest
                  Accrual
                  Period related to any Distribution Date will be a per annum rate
                  equal to
                  the weighted average of the Pass-Through Rate for such Interest
                  Accrual
                  Period for the Class 2-A-1B, Class 3-A-1B and Class 4-A-1B Certificates,
                  weighted on the basis of their respective Class Certificate
                  Balances.

              


      

      


      
        	
                (5)

              	
                The
                  Pass-Through Rate for the Class A-3 Certificates for the Interest
                  Accrual
                  Period related to any Distribution Date will be a per annum rate
                  equal to
                  the weighted average of the Pass-Through Rate for such Interest
                  Accrual
                  Period for the Class 2-A-1C, Class 3-A-1C and Class 4-A-1C Certificates,
                  weighted on the basis of their respective Class Certificate
                  Balances.

              


      

      


      
        	
                (6)

              	
                The
                  Pass-Through Rate for the Class A-4 Certificates for the Interest
                  Accrual
                  Period related to any Distribution Date will be a per annum rate
                  equal to
                  the weighted average of the Pass-Through Rate for such Interest
                  Accrual
                  Period for the Class 2-A-1B, Class 2-A-1C, Class 3-A-1B, Class
                  3-A-1C,
                  Class 4-A-1B and Class 4-A-1C Certificates, weighted on the basis
                  of their
                  respective Class Certificate
                  Balances.

              


      

      


      
        	
                (7)

              	
                The
                  Pass-Through Rate for the Class A-5 Certificates for the Interest
                  Accrual
                  Period related to any Distribution Date will be a per annum rate
                  equal to
                  the weighted average of the Pass-Through Rate for such Interest
                  Accrual
                  Period for the he Class 1-A-2, Class 2-A-2, Class 3-A-2 and Class
                  4-A-2
                  Certificates, weighted on the basis of their respective Class Certificate
                  Balances.

              


      

       

      
        
          
          

        

        
          S-VII-2

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      A

     

    [FORM
      OF
      SENIOR OR EXCHANGEABLE CERTIFICATE]

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    [UNTIL
      THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA QUALIFYING UNDERWRITING,
      NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS
      THE
      TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
      THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR AN OPINION OF COUNSEL
      IN
      ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN.  SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE
      TRUSTEE BY THE TRANSFEREE’S ACCEPTANCE OF A CERTIFICATE OF THIS CLASS AND BY A
      BENEFICIAL OWNER’S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF THIS CLASS.
      NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, UNTIL THIS CERTIFICATE
      HAS
      BEEN THE SUBJECT OF AN ERISA QUALIFYING UNDERWRITING, ANY PURPORTED TRANSFER
      OF
      THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA
      OR
      TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
      DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

     

     

     

     

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

     

     

    


     

    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off
                Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance

            	 	 
	
              of
                this Certificate

            	 	 
	
              (“Denomination”)

            	
              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balance

            	 	 
	
              of
                all Certificates of

            	 	 
	
              this
                Class

            	
              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              Interest
                Rate

            	
              :

            	 
	 	 	 
	
              Maturity
                Date

            	
              :

            	 


    

    


    CWMBS,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [   ]

     

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

     

    CWMBS,
      Inc., as Depositor

     

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

     

    This
      certifies that
                
      is the registered owner of the Percentage Interest evidenced by this Certificate
      (obtained by dividing the denomination of this Certificate by the aggregate
      Initial Certificate Balance of all Certificates of the Class to which this
      Certificate belongs) in certain monthly distributions with respect to a Trust
      Fund consisting primarily of the Mortgage 

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    Loans
      deposited by CWMBS, Inc. (the “Depositor”).  The Trust Fund was
      created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement”) among the Depositor, Countrywide Home
      Loans, Inc., as a seller (“CHL”), Park Granada LLC, as a seller (“Park
      Granada”), Park Monaco Inc., as a seller (“Park Monaco”), Park Sienna LLC, as a
      seller (“Park Sienna”), Countrywide Home Loans Servicing LP, as master servicer
      (the “Master Servicer”) and The Bank of New York, as trustee (the
“Trustee”).  To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    [Until
      this certificate has been the subject of an ERISA-Qualifying Underwriting,
      no
      transfer of a Certificate of this Class shall be made unless the Trustee shall
      have received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code,
      nor a person acting on behalf of or investing plan assets of any such plan,
      which representation letter shall not be an expense of the Trustee or the Master
      Servicer, or (ii) in the case of any such Certificate presented for registration
      in the name of an employee benefit plan subject to ERISA or Section 4975 of
      the
      Code (or comparable provisions of any subsequent enactments), or a trustee
      of
      any such plan or any other person acting on behalf of any such plan, an Opinion
      of Counsel satisfactory to the Trustee and the Master Servicer to the effect
      that the purchase or holding of such Certificate will not result in a non-exempt
      prohibited transaction under Section 406 of ERISA or Section 4975 of the Code,
      and will not subject the Trustee or the Master Servicer to any obligation in
      addition to those undertaken in the Agreement, which Opinion of Counsel shall
      not be an expense of the Trustee or the Master Servicer.  Such
      representation shall be deemed to have been made to the Trustee by the
      Transferee’s acceptance of a Certificate of this Class and by a beneficial
      owner’s acceptance of its interest in a Certificate of this
      Class.  Notwithstanding anything else to the contrary herein, until
      such certificate has been the subject of an ERISA-Qualifying Underwriting,
      any
      purported transfer of a Certificate of this Class to or on behalf of an employee
      benefit plan subject to ERISA or to the Code without the opinion of counsel
      satisfactory to the Trustee as described above shall be void and of no
      effect.]

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

     

    *               *              *

     

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    By
      ______________________

     

    Countersigned:

     

    By                                                                   
      

    Authorized
      Signatory of

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      B

     

    [FORM
      OF
      SUBORDINATED CERTIFICATE]

     

    [UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

     

    [THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
      FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]

     

    [NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
      THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR IF SUCH CERTIFICATE
      HAS
      BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A PLAN SUBJECT TO SECTION
      4975 OF THE CODE, OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF
      SUCH
      A PLAN, OR THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY WHICH IS PURCHASING
      CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY GENERAL ACCOUNTS"
      AS
      SUCH TERM IS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION
      95-60 ("PTCE 95-60"), AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE
      COVERED UNDER SECTION I AND III OF PTCE 95-60 OR AN OPINION OF COUNSEL IN


     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    ACCORDANCE
      WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING
      ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE
      TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE
      WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
      SHALL BE VOID AND OF NO EFFECT.]

     

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off
                Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance

            	 	 
	
              of
                this Certificate

            	 	 
	
              (“Denomination”)

            	
              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balance

            	 	 
	
              of
                all Certificates of

            	 	 
	
              this
                Class

            	
              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              Interest
                Rate

            	
              :

            	 
	 	 	 
	
              Maturity
                Date

            	
              :

            	 


    

    


    CWMBS,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [  ]

     

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

     

    CWMBS,
      Inc., as Depositor

     

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

     

    This
      certifies that
                                
is the registered owner of the Percentage Interest evidenced by this
      Certificate (obtained by dividing the denomination of this Certificate by the
      aggregate Initial Certificate Balance of all Certificates of the Class to which
      this Certificate 

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

     

    belongs)
      in certain monthly distributions with respect to a Trust Fund consisting
      primarily of the Mortgage Loans deposited by CWMBS, Inc. (the
“Depositor”).  The Trust Fund was created pursuant to a Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, Countrywide Home Loans, Inc., as a seller
      (“CHL”), Park Granada LLC, as a seller (“Park Granada”), Park Monaco Inc., as a
      seller (“Park Monaco”), Park Sienna LLC, as a seller (“Park Sienna”),
      Countrywide Home Loans Servicing LP, as master servicer (the “Master Servicer”)
      and The Bank of New York, as trustee (the “Trustee”).  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    [No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Securities Act
      and any applicable state securities laws or is exempt from the registration
      requirements under said Act and such laws.  In the event that a
      transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such transfer and such
      Certificateholder’s prospective transferee shall each certify to the Trustee in
      writing the facts surrounding the transfer.  In the event that such a
      transfer is to be made within three years from the date of the initial issuance
      of Certificates pursuant hereto, there shall also be delivered (except in the
      case of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee
      an Opinion of Counsel that such transfer may be made pursuant to an exemption
      from the Securities Act and such state securities laws, which Opinion of Counsel
      shall not be obtained at the expense of the Trustee, the Sellers, the Master
      Servicer or the Depositor.  The Holder hereof desiring to effect such
      transfer shall, and does hereby agree to, indemnify the Trustee and the
      Depositor against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.]

     

    [No
      transfer of a Certificate of this Class shall be made unless the Trustee shall
      have received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code,
      nor a person acting on behalf of or investing plan assets of any such plan,
      which representation letter shall not be an expense of the Trustee or the Master
      Servicer, (ii) if such certificate has been the subject of an ERISA Qualifying
      Underwriting and the purchaser is an insurance company, a representation that
      the purchaser is an insurance company which is purchasing such Certificates
      with
      funds contained in an “insurance company general account” (as such term is
      defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE
      95-60”)) and that the purchase and holding of such Certificates are covered
      under Sections I and III of PTCE 95-60, or (iii) in the case of any such
      Certificate presented for registration in the name of an employee benefit plan
      subject to ERISA or Section 4975 of the Code (or comparable provisions of any
      subsequent enactments), or a trustee of any such plan or any other person acting
      on behalf of any such plan, an Opinion of Counsel satisfactory to
      the

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

     

     Trustee
      and the Master Servicer to the effect that the purchase or holding of such
      Certificate will not result in a prohibited transaction under Section 406 of
      ERISA or Section 4975 of the Code, will not result in the assets of the Trust
      Fund being deemed to be “plan assets” and subject to the prohibited transaction
      provisions of ERISA and the Code and will not subject the Trustee to any
      obligation in addition to those undertaken in the Agreement, which Opinion
      of
      Counsel shall not be an expense of the Trustee or the Master
      Servicer.  Notwithstanding anything else to the contrary herein, any
      purported transfer of a Certificate of this Class to or on behalf of an employee
      benefit plan subject to ERISA or to the Code without the opinion of counsel
      satisfactory to the Trustee as described above shall be void and of no
      effect.]

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

     

    *           *          *

     

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    By
      ______________________

     

    Countersigned:

     

    By                                                                      
      

    Authorized
      Signatory of

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      C

     

    [FORM
      OF
      CLASS A-R CERTIFICATE]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
      THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION
      4975 OF THE CODE, OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF
      SUCH
      A PLAN, OR THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY WHICH IS PURCHASING
      CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY GENERAL ACCOUNTS"
      AS
      SUCH TERM IS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION
      95-60 ("PTCE 95-60"), AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE
      COVERED UNDER SECTION I AND III OF PTCE 95-60 OR AN OPINION OF COUNSEL IN
      ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
      PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY
      TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.

     

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

     

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

     

    


     

    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off
                Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance

            	 	 
	
              of
                this Certificate

            	 	 
	
              (“Denomination”)

            	
              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balance

            	 	 
	
              of
                all Certificates of

            	 	 
	
              this
                Class

            	
              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              Interest
                Rate

            	
              :

            	 
	 	 	 
	
              Maturity
                Date

            	
              :

            	 


    

     

    CWMBS,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      A-R

     

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

     

    CWMBS,
      Inc., as Depositor

     

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

     

    This
      certifies that
                   
      is the registered owner of the Percentage Interest (obtained by dividing the
      Denomination of this Certificate by the aggregate Initial Certificate Balance
      of
      all Certificates of the Class to which this Certificate belongs) in certain
      monthly distributions with respect to a Trust Fund consisting of the Mortgage
      Loans deposited by CWMBS, Inc. (the 

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

     

    “Depositor”).  The
      Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
      as of
      the Cut-off Date specified above (the “Agreement”) among the Depositor,
      Countrywide Home Loans, Inc., as a seller (“CHL”), Park Granada LLC, as a seller
      (“Park Granada”), Park Monaco Inc., as a seller (“Park Monaco”), Park Sienna
      LLC, as a seller (“Park Sienna”), Countrywide Home Loans Servicing LP, as master
      servicer (the “Master Servicer”) and The Bank of New York, as trustee (the
“Trustee”).  To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

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

     

    No
      transfer of a Class A-R Certificate shall be made unless the Trustee shall
      have
      received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code,
      nor a person acting on behalf of or investing plan assets of any such plan,
      which representation letter shall not be an expense of the Trustee or the Master
      Servicer, (ii) or that such Transferee is an insurance company which is
      purchasing such Certificates with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and
      holding of such Certificates are covered under Sections I and III of PTCE 95-60
      or (iii) an Opinion of Counsel satisfactory to the Trustee and the Master
      Servicer to the effect that the purchase or holding of such Class A-R
      Certificate will not result in a non-exempt prohibited transaction under Section
      406 of ERISA or Section 4975 of the Code and will not subject the Trustee or
      the
      Master Servicer to any obligation in addition to those undertaken in this
      Agreement, which Opinion of Counsel shall not be an expense of the Trustee
      or
      the Master Servicer.  Notwithstanding anything else to the contrary
      herein, any purported transfer of a Class A-R Certificate to or on behalf of
      an
      employee benefit plan subject to ERISA or to the Code without the opinion of
      counsel satisfactory to the Trustee as described above shall be void and of
      no
      effect.

     

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


     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

     

    Ownership
      Interest in this Class A-R Certificate must agree not to transfer an Ownership
      Interest in this Class A-R Certificate if it has actual knowledge that the
      proposed transferee is not a Permitted Transferee and (v) any attempted or
      purported transfer of any Ownership Interest in this Class A-R Certificate
      in
      violation of such restrictions will be absolutely null and void and will vest
      no
      rights in the purported transferee.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

    *         *        *

     

     

    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    

     

     

     

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    By
      ______________________

     

    Countersigned:

     

    By
      ___________________________         


    Authorized
      Signatory of

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

     

    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    [FORM
      OF
      NOTIONAL AMOUNT CERTIFICATE]

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTION
      IN
      RESPECT OF PRINCIPAL.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    [UNTIL
      THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA QUALIFYING UNDERWRITING,
      NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS
      THE
      TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
      THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR AN OPINION OF COUNSEL
      IN
      ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN.  SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE
      TRUSTEE BY THE TRANSFEREE’S ACCEPTANCE OF A CERTIFICATE OF THIS CLASS AND BY A
      BENEFICIAL OWNER’S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF THIS CLASS.
      NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, UNTIL THIS CERTIFICATE
      HAS
      BEEN THE SUBJECT OF AN ERISA QUALIFYING UNDERWRITING, ANY PURPORTED TRANSFER
      OF
      THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA
      OR
      TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
      DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

     

     

     

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    


     

    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off
                Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Notional Amount

            	 	 
	
              of
                this Certificate

            	 	 
	
              (“Denomination”)

            	
              :

            	
              $

            
	 	 	 
	
              Initial
                Notional Amount

            	 	 
	
              of
                all Certificates

            	 	 
	
              of
                this Class

            	
              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              Interest
                Rate

            	
              :

            	
              Interest
                Only

            
	 	 	 
	
              Maturity
                Date

            	
              :

            	 


    

    


    CWMBS,
      INC.

    Mortgage
      Pass-Through Certificates, Series 200____-____

    Class
      [  ]

     

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

     

    CWMBS,
      Inc., as Depositor

     

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

     

    This
      certifies that
                                
      is the registered owner of the Percentage Interest evidenced by this Certificate
      (obtained by dividing the denomination of this Certificate by the aggregate
      Initial Notional Amount of all Certificates of the Class to which this
      Certificate belongs) in certain monthly distributions with respect to a Trust
      Fund consisting primarily of the Mortgage Loans deposited by CWMBS, Inc. (the
      “Depositor”).  The Trust Fund was created 

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

     

    pursuant
      to a Pooling and Servicing Agreement dated as of the Cut-off Date specified
      above (the “Agreement”) among the Depositor, Countrywide Home Loans, Inc., as a
      seller (“CHL”), Park Granada LLC, as a seller (“Park Granada”), Park Monaco
      Inc., as a seller (“Park Monaco”), Park Sienna LLC, as a seller (“Park Sienna”),
      Countrywide Home Loans Servicing LP, as master servicer (the “Master Servicer”)
      and The Bank of New York, as trustee (the “Trustee”).  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    [Until
      this certificate has been the subject of an ERISA-Qualifying Underwriting,
      no
      transfer of a Certificate of this Class shall be made unless the Trustee shall
      have received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code,
      nor a person acting on behalf of or investing plan assets of any such plan,
      which representation letter shall not be an expense of the Trustee or the Master
      Servicer, or (ii) in the case of any such Certificate presented for registration
      in the name of an employee benefit plan subject to ERISA or Section 4975 of
      the
      Code (or comparable provisions of any subsequent enactments), or a trustee
      of
      any such plan or any other person acting on behalf of any such plan, an Opinion
      of Counsel satisfactory to the Trustee and the Master Servicer to the effect
      that the purchase or holding of such Certificate will not result in a non-exempt
      prohibited transaction under Section 406 of ERISA or Section 4975 of the Code,
      and will not subject the Trustee or the Master Servicer to any obligation in
      addition to those undertaken in the Agreement, which Opinion of Counsel shall
      not be an expense of the Trustee or the Master Servicer.  Such
      representation shall be deemed to have been made to the Trustee by the
      Transferee’s acceptance of a Certificate of this Class and by a beneficial
      owner’s acceptance of its interest in a Certificate of this
      Class.  Notwithstanding anything else to the contrary herein, until
      such certificate has been the subject of an ERISA-Qualifying Underwriting,
      any
      purported transfer of a Certificate of this Class to or on behalf of an employee
      benefit plan subject to ERISA or to the Code without the opinion of counsel
      satisfactory to the Trustee as described above shall be void and of no
      effect.]

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

    *       *       *

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:  ____________,
      20__

     

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    By____________________                                              

     

    Countersigned:

     

    By                                                                        
      

    Authorized
      Signatory of

    THE
      BANK
      OF NEW YORK,

    as
      Trustee

     

    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      E

     

    [FORM
      OF
      REVERSE OF CERTIFICATES]

     

    CWMBS,
      INC.

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      CWMBS, Inc. Mortgage Pass-Through Certificates, of the Series specified on
      the
      face hereof (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the Business
      Day
      immediately following the Master Servicer Remittance Date (the “Distribution
      Date”), commencing on the first Distribution Date specified on the face hereof,
      to the Person in whose name this Certificate is registered at the close of
      business on the applicable Record Date in an amount equal to the product of
      the
      Percentage Interest evidenced by this Certificate and the amount required to
      be
      distributed to Holders of Certificates of the Class to which this Certificate
      belongs on such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Trustee in writing at least five Business Days prior to the related
      Record Date and such Certificateholder shall satisfy the conditions to receive
      such form of payment set forth in the Agreement, or, if not, by check mailed
      by
      first class mail to the address of such Certificateholder appearing in the
      Certificate Register.  The final distribution on each Certificate will
      be made in like manner, but only upon presentment and surrender of such
      Certificate at the Corporate Trust Office or such other location specified
      in
      the notice to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer and the Trustee with the consent of the Holders
      of Certificates affected by such amendment evidencing the requisite Percentage
      Interest, as provided in the Agreement.  Any such consent by the
      Holder 

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

     

    of
      this
      Certificate shall be conclusive and binding on such Holder and upon all future
      Holders of this Certificate and of any Certificate issued upon the transfer
      hereof or in exchange therefor or in lieu hereof whether or not notation of
      such
      consent is made upon this Certificate.  The Agreement also permits the
      amendment thereof, in certain limited circumstances, without the consent of
      the
      Holders of any of the Certificates.

     

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

     

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

     

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

     

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

     

    On
      any
      Distribution Date on which the Pool Stated Principal Balance is less than or
      equal to 10% of the Cut-off Date Pool Principal Balance,
      the Master Servicer will have the option to repurchase, in whole, from the
      Trust
      Fund all remaining Mortgage Loans and all property acquired in respect of the
      Mortgage Loans at a purchase price determined as provided in the
      Agreement.  In the event that no such optional termination occurs, the
      obligations and responsibilities created by the Agreement will terminate upon
      the later of the maturity or other liquidation (or any advance with respect
      thereto) of the last Mortgage Loan remaining in the Trust Fund or the
      disposition of all property in respect thereof and the distribution to
      Certificateholders of all amounts required to be distributed pursuant to the
      Agreement.  In no event, however, will the trust created by the
      Agreement continue beyond the expiration of 21 years from the death of the
      last
      survivor of the descendants living at the date of the Agreement of a certain
      person named in the Agreement.

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning. To the extent that any term or provision of this Certificate conflicts
      with or is in any way inconsistent with any term or provision of the Agreement,
      the Agreement shall govern.

     

     

     

    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________________

    _____________________________________________________________________________________________________________

    _____________________________________________________________________________________________________________

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

     

    _________________________________________________________________________


     

    Dated:

     

     

    
      	 	 	 ________________________________	 
	 	 	 Signature
              by or on behalf of assignor	 


    

     

    


     

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to,
      _____________________________

    __________________________________________________________________________________________________________

    __________________________________________________________________________________________________________,

    for
      the
      account
      of ____________________________________________________________________________________________,

    account
      number ________________________, or, if mailed by check,
      to __________________________________________________.

    Applicable
      statements should be mailed
      to __________________________________________________________________________,

    _____________________________________________________________________________________________
__________________________________________________________________________________________________________.

     

    This
      information is provided
      by ___________________________________________________________________________,

    the
      assignee named above,
      or ___________________________________________________________________________________,

    as
      its
      agent.

     

     

    
      
        
        

      

      
        E-4

        
          

        

      

      
        
        

      

    

     

     

    
      	 STATE
              OF	 )	 
	 	 ) 	 ss.:
	 COUNTY
              OF	 )	 


    

                                                  

     

                                                   

     

    On
      the
      _____day of ___________________, 20__ before me, a notary public in and for
      said
      State, personally appeared _____________________________________, known
      to me who, being by me duly sworn, did depose and say that he executed the
      foregoing instrument.

     

     

     

    
      	 	 	 	 
	 	 	
               Notary
                Public

            	 


    

     

    


     

     

    [Notarial
      Seal]

     

     

    
      
        
        

      

      
        E-5

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      F

     

    FORM
      OF
      INITIAL CERTIFICATION OF TRUSTEE

     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

     

    __________________

    __________________

    


    


     

    
      	
            	
              Re:

            	
              Pooling
                and Servicing Agreement among

            


    

    CWMBS,
      Inc., as Depositor, Countrywide

    Home
      Loans, Inc. (“Countrywide”), as a

    Seller,
      Park Granada LLC, as a Seller,

    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
      Pass-Through Certificates, Series 200_-_

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan
      Schedule (other than any Delay Delivery Mortgage Loan paid in full or any
      Mortgage Loan listed on the attached schedule) it has received:

     

    (i)  (a)
      the original Mortgage Note endorsed as provided in the following
      form:  “Pay to the order of __________, without recourse” or (b) with
      respect to any Lost Mortgage Note, a lost note affidavit from Countrywide
      stating that the original Mortgage Note was lost or destroyed; and

     

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

     

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

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

     

     

    that
      it
      has received no assignment with respect to any Mortgage for which the related
      Mortgaged Property is located in the Commonwealth of Puerto Rico.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement.  The Trustee makes no representations as
      to:  (i) the validity, legality, sufficiency, enforceability or
      genuineness of any of the documents contained in each Mortgage File of any
      of
      the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
      collectability, insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

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

     

     

    
      	 	
              THE
                BANK OF NEW YORK,

                  as
                Trustee

            	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


    

     

     

     

     

    
      
        
        

      

      
        F-2

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
        G

    

     

    FORM
      OF
      DELAY DELIVERY CERTIFICATION

     

    


     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

    _____________________

    _____________________

     

     

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement among 

              CWMBS,
                Inc., as Depositor, Countrywide Home 

              Loans,
                Inc., as a Seller (“Countrywide”), Park 

              Granada
                LLC, as a Seller, 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
      Pass-Through Certificates, Series 200_-_

    Gentlemen:

     

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

     

    
      	
               

            	
              (i)

            	
              the
                original Mortgage Note, endorsed by Countrywide or the originator
                of such
                Mortgage Loan, without recourse in the following form:  “Pay to
                the order of _______________ without recourse”, with all intervening
                endorsements that show a complete chain of endorsement from the originator
                to Countrywide, or, if the original Mortgage Note has been lost or
                destroyed and not replaced, an original lost note affidavit from
                Countrywide, stating that the original Mortgage Note was lost or
                destroyed, together with a copy of the related Mortgage
                Note;

            


    

     

    
      	
               

            	
              (ii)

            	
              in
                the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                the
                original recorded Mortgage, [and in the case of each Mortgage Loan
                that is
                a MERS Mortgage Loan, the original Mortgage, noting thereon the presence
                of the MIN of the Mortgage Loan and language indicating that the
                Mortgage
                Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence
                of
                recording 

            


    

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

     

     

    indicated
      thereon, or a copy of the Mortgage
      certified by the public recording office in which such Mortgage has been
      recorded];

     

    
      	
               

            	
              (iii)

            	
              in
                the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                a duly
                executed assignment of the Mortgage to “The Bank of New York, as trustee
                under the Pooling and Servicing Agreement dated as of [month] 1,
                200[__],
                without recourse”, or, in the case of each Mortgage Loan with respect to
                property located in the State of California that is not a MERS Mortgage
                Loan, a duly executed assignment of the Mortgage in blank (each such
                assignment, when duly and validly completed, to be in recordable
                form and
                sufficient to effect the assignment of and transfer to the assignee
                thereof, under the Mortgage to which such assignment
                relates);

            


    

     

    
      	
               

            	
              (iv)

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

            


    

     

    
      	
               

            	
              (v)

            	
              the
                original or copies of each assumption, modification, written assurance
                or
                substitution agreement, if any, with evidence of recording thereon
                if
                recordation thereof is permissible under applicable law;
                and

            


    

     

    
      	
               

            	
              (vi)

            	
              the
                original or duplicate original lender’s title policy or a printout of the
                electronic equivalent and all riders thereto or, in the event such
                original title policy has not been received from the insurer, any
                one of
                an original title binder, an original preliminary title report or
                an
                original title commitment, or a copy thereof certified by the title
                company, with the original policy of title insurance to be delivered
                within one year of the Closing
                Date.

            


    

     

    In
      the
      event that in connection with any Mortgage Loan that is not a MERS Mortgage
      Loan
      Countrywide cannot deliver the original recorded Mortgage or all interim
      recorded assignments of the Mortgage satisfying the requirements of clause
      (ii),
      (iii) or (iv), as applicable, the Trustee has received, in lieu thereof, a
      true
      and complete copy of such Mortgage and/or such assignment or assignments of
      the
      Mortgage, as applicable, each certified by Countrywide, the applicable title
      company, escrow agent or attorney, or the originator of such Mortgage Loan,
      as
      the case may be, to be a true and complete copy of the original Mortgage or
      assignment of Mortgage submitted for recording.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (i) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (ii) the information set forth in items (i), (iv), (v), (vi), (viii), (xi)
      and (xiv) of the definition of the “Mortgage Loan Schedule” in Article I of the
      Pooling and Servicing Agreement accurately reflects information set forth in
      the
      Mortgage File.

     

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

     

    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

    

     

     

    File
      of
      any of the Mortgage Loans identified on the [Mortgage Loan Schedule][Loan Number
      and Borrower Identification Mortgage Loan Schedule] or (ii) the
      collectibility, insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

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

     

    
       

      
        	 	
                THE
                  BANK OF NEW YORK,

                    as
                  Trustee

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

       

    

     

     

    
      
        
        

      

      
        G-3

        
          

        

      

      
        
        

      

    

     

     

     

    EXHIBIT
      H

     

    FORM
      OF
      FINAL CERTIFICATION OF TRUSTEE

     

    


     

    [date]

     

    [Depositor]

     

    [Master
      Servicer]

     

    [Countrywide]

     

    ____________________

    ____________________

    


    


     

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement among CWMBS, Inc., 

              as
                Depositor, Countrywide Home Loans, Inc., as Seller 

              (“Countrywide”),
                Park Granada LLC, as a Seller, 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
      Pass-Through Certificates, Series 200_-_

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan
      Schedule (other than any Mortgage Loan paid in full or listed on the attached
      Document Exception Report) it has received:

     

    
      	
               

            	
              (i)

            	
              the
                original Mortgage Note, endorsed by Countrywide or the originator
                of such
                Mortgage Loan, without recourse in the following form:  “Pay to
                the order of _______________ without recourse”, with all intervening
                endorsements that show a complete chain of endorsement from the originator
                to Countrywide, or, if the original Mortgage Note has been lost or
                destroyed and not replaced, an original lost note affidavit from
                Countrywide, stating that the original Mortgage Note was lost or
                destroyed, together with a copy of the related Mortgage
                Note;

            


    

     

    
      	
               

            	
              (ii)

            	
              in
                the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                the
                original recorded Mortgage, [and in the case of each Mortgage Loan
                that is
                a MERS Mortgage Loan, the original Mortgage, noting thereon the presence
                of the MIN of the Mortgage Loan and language indicating that the
                Mortgage
                Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence
                of
                recording 

            


    

     

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

     

    indicated
      thereon, or a copy of the Mortgage
      certified by the public recording office in which such Mortgage has been
      recorded];

     

    
      	
               

            	
              (iii)

            	
              in
                the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                a duly
                executed assignment of the Mortgage to “The Bank of New York, as trustee
                under the Pooling and Servicing Agreement dated as of [month] 1,
                200[__],
                without recourse”, or, in the case of each Mortgage Loan with respect to
                property located in the State of California that is not a MERS Mortgage
                Loan, a duly executed assignment of the Mortgage in blank (each such
                assignment, when duly and validly completed, to be in recordable
                form and
                sufficient to effect the assignment of and transfer to the assignee
                thereof, under the Mortgage to which such assignment
                relates);

            


    

     

    
      	
               

            	
              (iv)

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

            


    

     

    
      	
               

            	
              (v)

            	
              the
                original or copies of each assumption, modification, written assurance
                or
                substitution agreement, if any, with evidence of recording thereon
                if
                recordation thereof is permissible under applicable law;
                and

            


    

     

    
      	
               

            	
              (vi)

            	
              the
                original or duplicate original lender’s title policy or a printout of the
                electronic equivalent and all riders thereto or, in the event such
                original title policy has not been received from the insurer, any
                one of
                an original title binder, an original preliminary title report or
                an
                original title commitment, or a copy thereof certified by the title
                company, with the original policy of title insurance to be delivered
                within one year of the Closing
                Date.

            


    

     

    In
      the
      event that in connection with any Mortgage Loan that is not a MERS Mortgage
      Loan
      Countrywide cannot deliver the original recorded Mortgage or all interim
      recorded assignments of the Mortgage satisfying the requirements of clause
      (ii),
      (iii) or (iv), as applicable, the Trustee has received, in lieu thereof, a
      true
      and complete copy of such Mortgage and/or such assignment or assignments of
      the
      Mortgage, as applicable, each certified by Countrywide, the applicable title
      company, escrow agent or attorney, or the originator of such Mortgage Loan,
      as
      the case may be, to be a true and complete copy of the original Mortgage or
      assignment of Mortgage submitted for recording.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (i) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (ii) the information set forth in items (i), (iv), (v), (vi), (viii), (xi)
      and (xiv) of the definition of the “Mortgage Loan Schedule” in Article I of the
      Pooling and Servicing Agreement accurately reflects information set forth in
      the
      Mortgage File.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the above-referenced
      Pooling and 

     

    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    

     

     

    Servicing
      Agreement.  The Trustee makes no representations as
      to:  (i) the validity, legality, sufficiency, enforceability or
      genuineness of any of the documents contained in each Mortgage File of any
      of
      the Mortgage Loans identified on the [Mortgage Loan Schedule][Loan Number and
      Borrower Identification Mortgage Loan Schedule] or (ii) the collectibility,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

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

     

    
       

      
        	 	
                THE
                  BANK OF NEW YORK,

                    as
                  Trustee

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

       

       

      
        
          
          

        

        
          H-3

          
            

          

        

        
          
          

        

      

       

    

     

    EXHIBIT
      I

     

    TRANSFER
      AFFIDAVIT

     

    CWMBS,
      Inc.

    Mortgage
      Pass-Through Certificates

    Series
      200_-_

     

    
      
        	 STATE
                OF  	 )	 
	 	 )	 ss.:
	 COUNTY
                OF  	 )	 


      

    

     

                     

     

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1.           The
      undersigned is an officer of _______________________, the proposed Transferee
      of
      an Ownership Interest in a Class A-R Certificate (the “Certificate”) issued
      pursuant to the Pooling and Servicing Agreement (the “Agreement”), relating to
      the above-referenced Series, by and among CWMBS, Inc., as depositor (the
“Depositor”), Countrywide Home Loans, Inc. (the “Company”), as a seller, one or
      more special purpose entities established by Countrywide Financial Corporation
      or one of its subsidiaries, as a seller (and together with the Company, the
      “Sellers”), 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 

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    knowledge
      that such affidavit is false.  (For this purpose, a “pass-through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in Treasury Regulations, persons holding
      interests in pass-through entities as a nominee for another
      Person.)

     

    5.           The
      Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
      (attached hereto as Exhibit 2 and incorporated herein by reference) and
      understands the legal consequences of the acquisition of an Ownership Interest
      in the Certificate including, without limitation, the restrictions on subsequent
      Transfers and the provisions regarding voiding the Transfer and mandatory
      sales.  The Transferee expressly agrees to be bound by and to abide by
      the provisions of Section 5.02(c) of the Agreement and the restrictions noted
      on
      the face of the Certificate.  The Transferee understands and agrees
      that any breach of any of the representations included herein shall render
      the
      Transfer to the Transferee contemplated hereby null and void.

     

    6.           The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee.  In connection
      with any such Transfer by the Transferee, the Transferee agrees to deliver
      to
      the Trustee a certificate substantially in the form set forth as Exhibit J-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) and,
      unless the Transferor (or any subsequent transferor) expressly waives such
      requirement, will not cause income from the Certificate to be attributable
      to a
      foreign permanent establishment or fixed base (within the meaning of an
      applicable income tax treaty) of the Transferee or another U.S.
      taxpayer.

    


    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 Certificate
      to 

     

    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    

     

    permit
      the Transferor to assess the financial capability of the Transferee to pay
      such
      taxes.  The Transferee historically has paid its debts as they have
      come due and intends to pay its debts as they come due in the future.


    


    12.           Unless
      the Transferor (or any subsequent transferor) expressly waives such requirement,
      the Transferee (and any subsequent transferee) certifies (or will certify),
      respectively, that the transfer satisfies either the “Asset Test” imposed by
      Treasury Regulation    § 1.860E-1(c)(5) or the “Formula
      Test” imposed by Treasury Regulation § 1.860E-1(c)(7). 

    


    *           *           *

     

     

     

     

     

    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    

     

     

     

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf by its duly authorized officer, this ___ day of _______________,
      20__.

     

    


    
      	 	 	 ________________________________
	 	 	 PRINT
              NAME OF TRANSFEREE
	 	 	 
	 	 	 
	 	
               By: 

            	 _________________________________
	 	 	 Name:
	 	 	 Title:
	 	 	 


    

     

     

    Personally
      appeared before me the above-named ___________________, known or proved to
      me to
      be the same person who executed the foregoing instrument and to be the
      __________________ of the Transferee, and acknowledged that he executed the
      same
      as his free act and deed and the free act and deed of the
      Transferee.

     

    Subscribed
      and sworn before me this      day of
         ,
      20  .

     

    


    


    
      	 	 	 _____________________________________
	 	 	
               NOTARY
                PUBLIC

            
	 	 	 
	 	 	 My
              Commission expires the ___
	 	 	 day
              of _______, 20__.
	 	 	 


    

     

     

    


    
      
        
        

      

      
        I-4

        
          

        

      

      
        
        

      

    

     

     

    WAIVER
      OF
      REQUIREMENT THAT TRANSFEREE CERTIFIES TRANSFER OF CERTIFICATE SATISFIES CERTAIN
      REGULATORY “SAFE HARBORS”

     

    The
      Transferor hereby waives the requirement that the Transferee certify that the
      transfer of the Certificate satisfies either the “Asset Test” imposed by
      Treasury Regulation § 1.860E-1(c)(5) or the “Formula Test” imposed by
      Treasury Regulation § 1.860E-1(c)(7). 

     

     

    
      	 	PRINT
              NAME OF
              TRANSFEREE	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        I-5

        
          

        

      

      
        
        

      

    

     

     

    


    EXHIBIT
      1

     

    Certain
      Definitions

     

    “Asset
      Test”: A transfer satisfies the Asset Test if: (i) At
      the time of the transfer, and
      at the close of each of the transferee's two fiscal years preceding the
      transferee's fiscal year of transfer, the transferee's gross assets for
      financial reporting purposes exceed $100 million and its net assets for
      financial reporting purposes exceed $10 million. The gross assets and net assets
      of a transferee do not include any obligation of any “related person” or any
      other asset if a principal purpose for holding or acquiring the other asset
      is
      to permit the transferee to satisfy such monetary conditions; (ii) The
      transferee must be
      an “eligible corporation” and must agree in writing that any subsequent transfer
      of the interest will be to another eligible corporation in a transaction that
      satisfies paragraphs 9 through 11 of this Transfer Affidavit and the Asset
      Test.
      A transfer fails to meet the Asset Test if the transferor knows, or has reason
      to know, that the transferee will not honor the restrictions on subsequent
      transfers of the Certificate; and (iii) A
      reasonable person would not conclude, based on the facts
      and circumstances known to the transferor on or before the date of the transfer,
      that the taxes associated with the Certificate will not be paid. The
      consideration given to the transferee to acquire the Certificate is only one
      factor to be considered, but the transferor will be deemed to know that the
      transferee cannot or will not pay if the amount of consideration is so low
      compared to the liabilities assumed that a reasonable person would conclude
      that
      the taxes associated with holding the Certificate will not be
      paid.  For purposes of applying the Asset Test, (i) an “eligible
      corporation” means any
      domestic C corporation (as defined in section 1361(a)(2) of the Code) other
      than (A) a
      corporation which is exempt from, or is not subject to, tax under section 11
      of
      the Code, (B) an
      entity described in section 851(a) or 856(a) of the Code, (C) A
      REMIC, or (D) an
      organization to
      which part I of subchapter T of chapter 1 of subtitle A of the Code applies;
      (ii) a
“related
      person” is any person that (A) bears
      a relationship to the transferee enumerated in section
      267(b) or 707(b)(1) of the Code, using “20 percent” instead of “50 percent”
where it appears under the provisions, or (B) is
      under common
      control (within the meaning of section 52(a) and (b)) with the transferee.
      

     

    


     

    “Formula
      Test”: A transfer satisfies the formula test if the present value of the
      anticipated tax liabilities associated with holding the Certificate does not
      exceed the sum of
      (i) the present value of any consideration
      given to the
      transferee to acquire the Certificate; (ii)
the
      present value of the expected future distributions
      on the Certificate; and (iii) the
      present value of the anticipated tax savings associated
      with holding the Certificate as the issuing REMIC generates
      losses.  For
      purposes of applying the Formula Test: (i) The
      transferee is assumed to pay tax at a rate equal to the
      highest rate of tax specified in section 11(b)(1) of the Code. If the transferee
      has been subject to the alternative minimum tax under section 55 of the Code
      in
      the preceding two years and will compute its taxable income in the current
      taxable year using the alternative minimum tax rate, then the tax rate specified
      in section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in section 11(b)(1) of the Code; (ii)
The
      transfer must satisfy paragraph 9 of the Transfer
      Affidavit; and (iii) Present
      values are computed using a 

     

    
      
        
        

      

      
        I-6

        
          

        

      

      
        
        

      

    

     

    discount
      rate equal to the Federal short-term rate prescribed by section 1274(d) of
      the
      Code for the month of the transfer and the compounding period used by the
      taxpayer.

     

    


     

    “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 under the Agreement 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.

     

    
      
        
        

      

      
        I-7

        
          

        

      

      
        
        

      

    

    “Transferee”:  Any
      Person who is acquiring by Transfer any Ownership Interest in a
      Certificate.

     

    
      
        
        

      

      
        I-8

        
          

        

      

      
        
        

      

    

    EXHIBIT
      2

     

    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,noOwnership 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 

     

    
      
        
        

      

      
        I-9

        
          

        

      

      
        
        

      

    

     

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

     

    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-10

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      J-1

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

    (RESIDUAL)

     

     

    
      	 	 	 	 _____________________
	 	 	 	 Date


    

     

     

     

     

     

    CWMBS,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California  91302

    Attention:  Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 8W

    New
      York,
      New York 10286

    


    Attention:         Mortgage-Backed
      Securities Group

    Series
      200_-_

    Re:               CWMBS,
      Inc. Mortgage Pass-Through Certificates,

    Series
      200_-_,
      Class                                                                        


     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that to
      the
      extent we are disposing of a Class A-R Certificate, we have no knowledge the
      Transferee is not a Permitted Transferee.

     

     

     

    
      	 	 	 Very
              truly yours,
	 	 	 
	 	 	 
	 	 	 _________________________
	 	 	 Print
              Name of Transferor
	 	 	 
	 	 	 By: ________________________________
	 	 	
               Authorized
                Officer

            
	 	 	 
	 	 	 


    

     

     

     

     

    
      
        
        

      

      
        J-1-1

        
          

        

      

      
        
        

      

    

                                                                         

     

    EXHIBIT
      J-2

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

    (PRIVATE)

    
       

      
        	 	 	 	 _____________________
	 	 	 	 Date


      

       
CWMBS,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California  91302

    Attention:  Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 8W

    New
      York,
      New York 10286

    


    
      Attention:         Mortgage-Backed
        Securities Group

      Series
        200_-_

      Re:               CWMBS,
        Inc. Mortgage Pass-Through Certificates,

      Series
        200_-_,
        Class                                                                        


       
Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that (a)
      we
      understand that the Certificates have not been registered under the Securities
      Act of 1933, as amended (the “Act”), and are being disposed by us in a
      transaction that is exempt from the registration requirements of the Act, (b)
      we
      have not offered or sold any Certificates to, or solicited offers to buy any
      Certificates from, any person, or otherwise approached or negotiated with any
      person with respect thereto, in a manner that would be deemed, or taken any
      other action which would result in, a violation of Section 5 of the
      Act.

     

    
       

      
        	 	 	 Very
                truly yours,
	 	 	 
	 	 	 
	 	 	 _________________________
	 	 	 Print
                Name of Transferor
	 	 	 
	 	 	 By: ________________________________
	 	 	
                 Authorized
                  Officer

              
	 	 	 
	 	 	 


      

       

       

      
        
          
          

        

        
          J-2-1

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
      K

     

    FORM
      OF
      INVESTMENT LETTER (NON-RULE 144A)

    
       

      
        	 	 	 	 _____________________
	 	 	 	 Date


      

       
CWMBS,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California  91302

    Attention:  Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 8W

    New
      York,
      New York 10286

    


    
      Attention:         Mortgage-Backed
        Securities Group

      Series
        200_-_

      Re:               CWMBS,
        Inc. Mortgage Pass-Through Certificates,

      Series
        200_-_,
        Class                                                                        


       
Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we are an “accredited investor,”
as defined in Regulation D under the Act, and have such knowledge and experience
      in financial and business matters that we are capable of evaluating the merits
      and risks of investments in the Certificates, (c) we have had the opportunity
      to
      ask questions of and receive answers from the Depositor concerning the purchase
      of the Certificates and all matters relating thereto or any additional
      information deemed necessary to our decision to purchase the Certificates,
      (d)
      either (i) we are not an employee benefit plan that is subject to the Employee
      Retirement Income Security Act of 1974, as amended, or a plan or arrangement
      that is subject to Section 4975 of the Internal Revenue Code of 1986, as
      amended, nor are we acting on behalf of any such plan or arrangement, nor are
      we
      using the assets of any such plan or arrangement to effect such acquisition
      or
      (ii) if the Certificates have been the subject of an ERISA-Qualifying
      Underwriting and we are an insurance company, we are an insurance company which
      is purchasing such Certificates with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”)) and the purchase and holding
      of such Certificates are covered under Sections I 

     

    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    

     

    and
      III
      of PTCE 95-60, (e) we are acquiring the Certificates for investment for our
      own
      account and not with a view to any distribution of such Certificates (but
      without prejudice to our right at all times to sell or otherwise dispose of
      the
      Certificates in accordance with clause (g) below), (f) we have not offered
      or
      sold any Certificates to, or solicited offers to buy any Certificates from,
      any
      person, or otherwise approached or negotiated with any person with respect
      thereto, or taken any other action which would result in a violation of Section
      5 of the Act, and (g) we will not sell, transfer or otherwise dispose of any
      Certificates unless (1) such sale, transfer or other disposition is made
      pursuant to an effective registration statement under the Act or is exempt
      from
      such registration requirements, and if requested, we will at our expense provide
      an opinion of counsel satisfactory to the addressees of this Certificate that
      such sale, transfer or other disposition may be made pursuant to an exemption
      from the Act, (2) the purchaser or transferee of such Certificate has executed
      and delivered to you a certificate to substantially the same effect as this
      certificate, and (3) the purchaser or transferee has otherwise complied with
      any
      conditions for transfer set forth in the Pooling and Servicing
      Agreement.

     

    
       

      
        	 	 	 Very
                truly yours,
	 	 	 
	 	 	 
	 	 	 _________________________
	 	 	 Print
                Name of Transferor
	 	 	 
	 	 	 By: ________________________________
	 	 	
                 Authorized
                  Officer

              
	 	 	 
	 	 	 


      

    

     

     

    
      
        
        

      

      
        K-2

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      L-1

     

    FORM
      OF
      RULE 144A LETTER

    
       

      
        	 	 	 	 _____________________
	 	 	 	 Date


      

       
CWMBS,
      Inc.

    4500
      Park
      Granada

    Calabasas,
      California  91302

    Attention:  Josh
      Adler

     

    The
      Bank
      of New York

    101
      Barclay Street – 8W

    New
      York,
      New York 10286

    


    
      Attention:         Mortgage-Backed
        Securities Group

      Series
        200_-_

      Re:               CWMBS,
        Inc. Mortgage Pass-Through Certificates,

      Series
        200_-_,
        Class                                                                        


       
Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we have such knowledge and
      experience in financial and business matters that we are capable of evaluating
      the merits and risks of investments in the Certificates, (c) we have had the
      opportunity to ask questions of and receive answers from the Depositor
      concerning the purchase of the Certificates and all matters relating thereto
      or
      any additional information deemed necessary to our decision to purchase the
      Certificates, (d) either (i) we are not an employee benefit plan that is subject
      to the Employee Retirement Income Security Act of 1974, as amended, or a plan
      or
      arrangement that is subject to Section 4975 of the Internal Revenue Code of
      1986, as amended, nor are we acting on behalf of any such plan or arrangement,
      nor are we using the assets of any such plan or arrangement to effect such
      acquisition or (ii) if the Certificates have been the subject of an
      ERISA-Qualifying Underwriting and we are an insurance company, we are an
      insurance company which is purchasing such Certificates with funds contained
      in
      an “insurance company general account” (as such term is defined in Section V(e)
      of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and the purchase
      and holding of such Certificates are covered under Sections I and III of PTCE
      95-60, (e) we have not, nor has anyone acting on our 

     

    
      
        
        

      

      
        L-1-1

        
          

        

      

      
        
        

      

    

     

    behalf
      offered, transferred, pledged, sold or otherwise disposed of the Certificates,
      any interest in the Certificates or any other similar security to, or solicited
      any offer to buy or accept a transfer, pledge or other disposition of the
      Certificates, any interest in the Certificates or any other similar security
      from, or otherwise approached or negotiated with respect to the Certificates,
      any interest in the Certificates or any other similar security with, any person
      in any manner, or made any general solicitation by means of general advertising
      or in any other manner, or taken any other action, that would constitute a
      distribution of the Certificates under the Securities Act or that would render
      the disposition of the Certificates a violation of Section 5 of the Securities
      Act or require registration pursuant thereto, nor will act, nor has authorized
      or will authorize any person to act, in such manner with respect to the
      Certificates, (f) we are a “qualified institutional buyer” as that term is
      defined in Rule 144A under the Securities Act and have completed either of
      the
      forms of certification to that effect attached hereto as Annex 1 or Annex
      2.  We are aware that the sale to us is being made in reliance on Rule
      144A.  We are acquiring the Certificates for our own account or for
      resale pursuant to Rule 144A and further, understand that such Certificates
      may
      be resold, pledged or transferred only (i) to a person reasonably believed
      to be
      a qualified institutional buyer that purchases for its own account or for the
      account of a qualified institutional buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the Securities
      Act.

     

    
      
         

        
          	 	 	 Very
                  truly yours,
	 	 	 
	 	 	 
	 	 	 _________________________
	 	 	 Print
                  Name of Transferor
	 	 	 
	 	 	 By: ________________________________
	 	 	
                   Authorized
                    Officer

                
	 	 	 
	 	 	 


        

      

       

      
        
          
          

        

        
          L-1-2

          
            

          

        

        
          
          

        

      

    

    


     

    ANNEX
      1 TO EXHIBIT L

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1.      As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2.      In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
      discretionary basis either at least $100,000 in securities or, if Buyer is
      a
      dealer, Buyer must own and/or invest on a discretionary basis at least
      $10,000,000 in securities (except for the excluded securities referred to below)
      as of the end of the Buyer’s most recent fiscal year (such amount being
      calculated in accordance with Rule 144A and (ii) the Buyer satisfies the
      criteria in the category marked below.

     

    
      	
               

            	
              ___

            	
              Corporation,
                etc.  The Buyer is a corporation (other than a bank, savings
                and loan association or similar institution), Massachusetts or similar
                business trust, partnership, or charitable organization described
                in
                Section 501(c)(3) of the Internal Revenue Code of 1986, as
                amended.

            


    

     

    
      	
               

            	
              ___

            	
              Bank.  The
                Buyer (a) is a national bank or banking institution organized under
                the
                laws of any State, territory or the District of Columbia, the business
                of
                which is substantially confined to banking and is supervised by the
                State
                or territorial banking commission or similar official or is a foreign
                bank
                or equivalent institution, and (b) has an audited net worth of at
                least
                $25,000,000 as demonstrated in its latest annual financial statements,
                a copy of which is attached
                hereto.

            


    

     

    
      	
               

            	
              ___

            	
              Savings
                and Loan.  The Buyer (a) is a savings and loan association,
                building and loan association, cooperative bank, homestead association
                or
                similar institution, which is supervised and examined by a State
                or
                Federal authority having supervision over any such institutions or
                is a
                foreign savings and loan association or equivalent institution and
                (b) has
                an audited net worth of at least $25,000,000 as demonstrated in its
                latest
                annual financial statements, a copy of which is attached
                hereto.

            


    

     

     

    
      
        
        

      

      
        L-1-3

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              ___

            	
              Broker-dealer.  The
                Buyer is a dealer registered pursuant to Section 15 of the Securities
                Exchange Act of 1934.

            


    

     

    
      	
               

            	
              ___

            	
              Insurance
                Company.  The Buyer is an insurance company whose primary
                and predominant business activity is the writing of insurance or
                the
                reinsuring of risks underwritten by insurance companies and which
                is
                subject to supervision by the insurance commissioner or a similar
                official
                or agency of a State, territory or the District of
                Columbia.

            


    

     

    
      	
               

            	
              ___

            	
              State
                or Local Plan.  The Buyer is a plan established and
                maintained by a State, its political subdivisions, or any agency
                or
                instrumentality of the State or its political subdivisions, for the
                benefit of its employees.

            


    

     

    
      	
               

            	
              ___

            	
              ERISA
                Plan.  The Buyer is an employee benefit plan within the
                meaning of Title I of the Employee Retirement Income Security Act
                of
                1974.

            


    

     

    
      	
               

            	
              ___

            	
              Investment
                Advisor.  The Buyer is an investment advisor registered
                under the Investment Advisors Act of
                1940.

            


    

     

    
      	
               

            	
              ___

            	
              Small
                Business Investment Company.  Buyer is a small business
                investment company licensed by the U.S. Small Business Administration
                under Section 301(c) or (d) of the Small Business Investment Act
                of
                1958.

            


    

     

    
      	
               

            	
              ___

            	
              Business
                Development Company.  Buyer is a business development
                company as defined in Section 202(a)(22) of the Investment Advisors
                Act of
                1940.

            


    

     

    3.      The
      term “securities” as used herein does not include (i) securities
      of issuers that are affiliated with the Buyer, (ii) securities that are part
      of
      an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
      (iii) securities issued or guaranteed by the U.S. or any instrumentality
      thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
      participations, (vi) repurchase agreements, (vii) securities owned but subject
      to a repurchase agreement and (viii) currency, interest rate and commodity
      swaps.

     

    4.      For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities has
      been published.  If clause (ii) in the preceding sentence applies, the
      securities may be valued at market.  Further, in determining such
      aggregate amount, the Buyer may have included securities owned by subsidiaries
      of the Buyer, but only if such subsidiaries are consolidated with the Buyer
      in
      its financial statements prepared in accordance with generally accepted
      accounting principles and if the investments of such subsidiaries are managed
      under the Buyer’s direction.  However, such securities were not
      included if the Buyer is a majority-owned, consolidated subsidiary of


     

    
      
        
        

      

      
        L-1-4

        
          

        

      

      
        
        

      

    

     

    another
      enterprise and the Buyer is not itself a reporting company under the Securities
      Exchange Act of 1934, as amended.

     

    5.      The
      Buyer acknowledges that it is familiar with Rule 144A and understands that
      the
      seller to it and other parties related to the Certificates are relying and
      will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    6.      Until
      the date of purchase of the Rule 144A Securities, the Buyer will notify each
      of
      the parties to which this certification is made of any changes in the
      information and conclusions herein.  Until such notice is given, the
      Buyer’s purchase of the Certificates will constitute a reaffirmation of this
      certification as of the date of such purchase.  In addition, if the
      Buyer is a bank or savings and loan is provided above, the Buyer agrees that
      it
      will furnish to such parties updated annual financial statements promptly after
      they become available.

     

    
      
         

        
          	 	 	 _____________________________
	 	 	
                   Print
                    Name of Buyer

                
	 	 	 
	 	 	 By: _________________________
	 	 	 Name:
	 	 	 Title:
                  
	 	 	 
	 	 	 Date: ________________________________
	 	 	
                   

                
	 	 	 
	 	 	 


        

      

       

       

      
        
          
          

        

        
          L-1-5

          
            

          

        

        
          
          

        

      

       

    

                                                                    

    ANNEX
      2 TO EXHIBIT L

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That are Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1.      As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of
      Investment Companies (as defined below), is such an officer of the
      Adviser.

     

    2.      In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, as amended and
      (ii)
      as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
      owned at least $100,000,000 in securities (other than the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal
      year.  For purposes of determining the amount of securities owned by
      the Buyer or the Buyer’s Family of Investment Companies, the cost of such
      securities was used, except (i) where the Buyer or the Buyer’s Family of
      Investment Companies reports its securities holdings in its financial statements
      on the basis of their market value, and (ii) no current information with respect
      to the cost of those securities has been published.  If clause (ii) in
      the preceding sentence applies, the securities may be valued at
      market.

     

    
      	
               

            	
              ___

            	
              The
                Buyer owned
                $            
                in securities (other than the excluded securities referred to below)
                as of
                the end of the Buyer’s most recent fiscal year (such amount being
                calculated in accordance with Rule
                144A).

            


    

     

    
      	
               

            	
              ___

            	
              The
                Buyer is part of a Family of Investment Companies which owned in
                the
                aggregate $         in
                securities (other than the excluded securities referred to below)
                as of
                the end of the Buyer’s most recent fiscal year (such amount being
                calculated in accordance with Rule
                144A).

            


    

     

    3.      The
      term “Family of Investment Companies” as used herein means two or more
      registered investment companies (or series thereof) that have the same
      investment adviser or investment advisers that are affiliated (by virtue of
      being majority owned subsidiaries of the same parent or because one investment
      adviser is a majority owned subsidiary of the other).

     

    
      
        
        

      

      
        L-1-6

        
          

        

      

      
        
        

      

    

    4.      The
      term “securities” as used herein does not include (i) securities of
      issuers that are affiliated with the Buyer or are part of the Buyer’s Family of
      Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements, (vi) securities owned
      but
      subject to a repurchase agreement and (vii) currency, interest rate and
      commodity swaps.

     

    5.      The
      Buyer is familiar with Rule 144A and understands that the parties listed in
      the
      Rule 144A Transferee Certificate to which this certification relates are relying
      and will continue to rely on the statements made herein because one or more
      sales to the Buyer will be in reliance on Rule 144A.  In addition, the
      Buyer will only purchase for the Buyer’s own account.

     

    6.      Until
      the date of purchase of the Certificates, the undersigned will notify the
      parties listed in the Rule 144A Transferee Certificate to which this
      certification relates of any changes in the information and conclusions
      herein.  Until such notice is given, the Buyer’s purchase of the
      Certificates will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.

     

     

    
      
         

        
          	 	 	 _____________________________
	 	 	
                   Print
                    Name of Buyer

                
	 	 	 
	 	 	 By: _________________________
	 	 	 Name:
	 	 	 Title:
                  
	 	 	 
	 	 	 
	 	 	 IF
                  AN ADVISOR
	 	 	 
	 	 	 
	 	 	 _____________________________
	 	 	
                   Print
                    Name of Buyer

                
	 	 	 
	 	 	 
	 	 	 Date: ________________________________


        

         

         

        
          
            
            

          

          
            L-1-7

            
              

            

          

          
            
            

          

        

        
 

         

      

    

                                                               

    EXHIBIT
      L-2

     

    [RESERVED]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        L-2-1

        
          

        

      

      
        
        

      

    

     

     

     

    EXHIBIT
      M

     

    REQUEST
      FOR RELEASE

    (for
      Trustee)

     

    CWMBS,
      Inc.

    Mortgage
      Pass-Through Certificates

    Series
      200_-_

     

    
      	
              Loan
                Information

            	 	 
	 	 	 
	
              Name
                of Mortgagor:

            	 	 
	 	 	 
	
              Servicer
                Loan No.:

            	 	 
	 	 	 
	
              Trustee

            	 	 
	 	 	 
	
              Name:

            	 	 
	 	 	 
	
              Address:

            	 	 
	 	 	 
	 	 	 
	
              Trustee

            	 	 
	
              Mortgage
                File No.:

            	 	 


    

     

    The
      undersigned Master Servicer hereby acknowledges that it has received from The
      Bank of New York, as Trustee for the Holders of Mortgage Pass-Through
      Certificates, of the above-referenced Series, the documents referred to below
      (the “Documents”).  All capitalized terms not otherwise defined in
      this Request for Release shall have the meanings given them in the Pooling
      and
      Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
      above-referenced Series among the Trustee, Countrywide Home Loans, Inc., as
      a
      Seller, Park Granada LLC, as a Seller, Park Monaco Inc., as a Seller, Park
      Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer
      and CWMBS, Inc., as Depositor.

     

    
      	
              ( )

            	
              Mortgage
                Note dated _______________, 20__, in the original principal sum of
                $___________, made by ____________________________, payable to, or
                endorsed to the order of, the
                Trustee.

            


    

     

    
      	
              ( )

            	
              Mortgage
                recorded on __________________ as instrument no.
                ______________________ in the County Recorder’s Office of the County of
                _________________________, State of _______________________
                in book/reel/docket _________________________ of official records
                at
                page/image
                _______________________________.

            


    

     

    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    

     

    
      	
              ( )

            	
              Deed
                of Trust recorded on ______________________ as instrument no. ___________
                in the County Recorder’s Office of the County of
                __________________________, State of _____________________
                in book/reel/docket _________________________ of official records
                at page/image
                ____________________________.

            


    

     

    
      	
              ( )

            	
              Assignment
                of Mortgage or Deed of Trust to the Trustee, recorded on
                _____________________ as instrument no. __________________ in the
                County
                Recorder’s Office of the County of _____________________, State of
                ___________________ in book/reel/docket ________________ of official
                records at page/image
                ______________________.

            


    

     

    
      	
              ( )

            	
              Other
                documents, including any amendments, assignments or other assumptions
                of
                the Mortgage Note or Mortgage.

            


    

     

    (   )                                                                                                                                

     

    (   )                                                                                                                              
       

     

    (   )                                                                                                                                

     

    (   )                                                                                                                                

     

    The
      undersigned Master Servicer hereby acknowledges and agrees as
      follows:

     

    (1)                 The
      Master Servicer shall hold and retain possession of the Documents in trust
      for
      the benefit of the Trustee, solely for the purposes provided in the
      Agreement.

     

    (2)                 The
      Master Servicer shall not cause or knowingly permit the Documents to become
      subject to, or encumbered by, any claim, liens, security interest, charges,
      writs of attachment or other impositions nor shall the Servicer assert or seek
      to assert any claims or rights of setoff to or against the Documents or any
      proceeds thereof.

     

    (3)                 The
      Master Servicer shall return each and every Document previously requested from
      the Mortgage File to the Trustee when the need therefor no longer exists, unless
      the Mortgage Loan relating to the Documents has been liquidated and the proceeds
      thereof have been remitted to the Certificate Account and except as expressly
      provided in the Agreement.

     

    (4)                 The
      Documents and any proceeds thereof, including any proceeds of proceeds, coming
      into the possession or control of the Master Servicer shall at all times be
      earmarked for the account of the Trustee, and the Master Servicer shall keep
      the
      Documents and any proceeds separate and distinct from all other property in
      the
      Master Servicer’s possession, custody or control.

     

    
      
        
        

      

      
        M-2

        
          

        

      

      
        
        

      

    

    


     

     

     

    
      	 	 COUNTRYWIDE
              HOME LOANS
	 	 SERVICING
              LP
	 	 
	 	 
	 	 By ____________________________
	 	 
	 	 Its ____________________________ 
	 	 
	 Date:_________________,
              20__	 
	 	 


    

     

     

     

    
      
        
        

      

      
        M-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      N

     

    REQUEST
      FOR RELEASE OF DOCUMENTS

     

    To:          The
      Bank of New
      York                                                                                                                            Attn:  Mortgage
      Custody
Services

     

    
      	
               

            	
              Re:

            	
              The
                Pooling & Servicing Agreement dated [month] 1, 200[__], among
                Countrywide Home Loans, Inc., as a Seller, Park Granada LLC, as a
                Seller,
                Park Monaco Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
                Home Loans Servicing LP, as Master Servicer, CWMBS, Inc. and The Bank
                of New York, as Trustee

            


    

     

    Ladies
      and Gentlemen:

     

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

     

     

    
      	 FT
              Account #:  	
               Pool
                #:

            	 


    

     

                                                                                     

     

    Mortgagor’s
      Name, Address and Zip Code:

     

    Mortgage
      Loan Number:

     

    Reason
      for Requesting Documents (check one)

     

    
      	
               

            	
              1.

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

            


    

     

    
      	
               

            	
              2.

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

            


    

     

    
      	
               

            	
              3.

            	
              Mortgage
                Loan in Foreclosure.

            


    

     

    
      	
               

            	
              4.

            	
              Other
                (explain):

            


    

     

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

     

    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    

     

     

    COUNTRYWIDE
      HOME LOANS, INC.

    4500
      Park
      Granada

    Calabasas,
      California  91302

     

    By:                                                                
      

    Name:                                                          
          

    Title:                                                            
        

    Date:                                                              

     

    TRUSTEE
      CONSENT TO RELEASE AND

    ACKNOWLEDGEMENT
      OF RECEIPT

     

    By:                                                                
      

    Name:                                                          
          

    Title:                                                            
        

    Date:                                                              

     

     

    
      
        
        

      

      
        N-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      O

    


    GLOSSARY
      of TERMS for STANDARD & POOR’S LEVELS® VERSION 6.0 FILE FORMAT

    


    APPENDIX  E
      – Standard & Poor’s Predatory Lending Categories

    


    Standard
      & Poor’s has categorized loans governed by anti-predatory lending laws in
      the Jurisdictions listed below into three categories based upon a combination
      of
      factors that include (a) the risk exposure associated with the assignee
      liability and (b) the tests and thresholds set forth in those laws. Note that
      certain loans classified by the relevant statute as Covered are included in
      Standard & Poor’s High Cost Loan Category because they included thresholds
      and tests that are typical of what is generally considered High Cost by the
      industry.

     

    Standard
&
Poor’s
      High Cost Loan
      Categorization

     

    


    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Arkansas

            	
              Arkansas
                Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 etseq.

              Effective
                July 16, 2003

            	
              High
                Cost Home Loan

            
	
              Cleveland
                Heights, OH

            	
              Ordinance
                No. 72-2003 (PSH), Mun. Code §§ 757.01 etseq.

              Effective
                June 2, 2003

            	
              Covered
                Loan

            
	
              Colorado

            	
              Consumer
                Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 etseq.

              Effective
                for covered loans offered or entered into on or after January 1,
                2003.
                Other provisions of the Act took effect on June 7, 2002

            	
              Covered
                Loan

            
	
              Connecticut

            	
              Connecticut
                Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                etseq.

              Effective
                October 1, 2001

            	
              High
                Cost Home Loan

            
	
              District
                of Columbia

            	
              Home
                Loan Protection Act, D.C. Code §§ 26-1151.01 etseq.

              Effective
                for loans closed on or after January 28, 2003

            	
              Covered
                Loan

            
	
              Florida

            	
              Fair
                Lending Act, Fla. Stat. Ann. §§ 494.0078 etseq.

              Effective
                October 2, 2002

            	
              High
                Cost Home Loan

            
	
              Georgia
                (Oct. 1, 2002 – Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

              Effective
                October 1, 2002 – March 6, 2003

            	
              High
                Cost Home Loan

            
	
              Georgia
                as amended (Mar. 7, 2003 – current)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

              Effective
                for loans closed on or after March 7, 2003

            	
              High
                Cost Home Loan

            
	
              HOEPA
                Section 32

            	
              Home
                Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                §§ 226.32 and 226.34

              Effective
                October 1, 1995, amendments October 1, 2002

            	
              High
                Cost Loan

            
	
              Illinois

            	
              High
                Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5
                etseq.

              Effective
                January 1, 2004 (prior to this date, regulations under Residential
                Mortgage License Act effective from May 14, 2001)

            	
              High
                Risk Home Loan

            
	
              Kansas

            	
              Consumer
                Credit Code, Kan. Stat. Ann. §§ 16a-1-101 etseq.

              Sections
                16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                16a-3-308a became effective July 1, 1999

            	
              High
                Loan to Value Consumer Loan (id. § 16a-3-207) and;

            
	
              High
                APR Consumer Loan (id. § 16a-3-308a)

            
	
              Kentucky

            	
              2003
                KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                etseq.

              Effective
                June 24, 2003

            	
              High
                Cost Home Loan

            
	
              Maine

            	
              Truth
                in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 etseq.

              Effective
                September 29, 1995 and as amended from time to time

            	
              High
                Rate High Fee Mortgage

            
	
              Massachusetts

            	
              Part
                40 and Part 32, 209 C.M.R. §§ 32.00 etseq. and 209 C.M.R. §§ 40.01
                etseq.

              Effective
                March 22, 2001 and amended from time to time

            	
              High
                Cost Home Loan

            
	
              Nevada

            	
              Assembly
                Bill No. 284, Nev. Rev. Stat. §§ 598D.010 etseq.

              Effective
                October 1, 2003

            	
              Home
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                etseq.

              Effective
                for loans closed on or after November 27, 2003

            	
              High
                Cost Home Loan

            
	
              New
                Mexico

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 etseq.

              Effective
                as of January 1, 2004; Revised as of February 26, 2004

            	
              High
                Cost Home Loan

            
	
              New
                York

            	
              N.Y.
                Banking Law Article 6-l

              Effective
                for applications made on or after April 1, 2003

            	
              High
                Cost Home Loan

            
	
              North
                Carolina

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                etseq.

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
              High
                Cost Home Loan

            
	
              Ohio

            	
              H.B.
                386 (codified in various sections of the Ohio Code), Ohio Rev. Code
                Ann.
                §§ 1349.25 etseq.

              Effective
                May 24, 2002

            	
              Covered
                Loan

            
	
              Oklahoma

            	
              Consumer
                Credit Code (codified in various sections of Title 14A)

              Effective
                July 1, 2000; amended effective January 1, 2004

            	
              Subsection
                10 Mortgage

            
	
              South
                Carolina

            	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                etseq.

              Effective
                for loans taken on or after January 1, 2004

            	
              High
                Cost Home Loan

            
	
              West
                Virginia

            	
              West
                Virginia Residential Mortgage Lender, Broker and Servicer Act, W.
                Va. Code
                Ann. §§ 31-17-1 etseq.

              Effective
                June 5, 2002

            	
              West
                Virginia Mortgage Loan Act Loan

            


    

     

    


    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    

     

    Standard
      & Poor’s Covered Loan Categorization

     

    


    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Georgia
                (Oct. 1, 2002 – Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

              Effective
                October 1, 2002 – March 6, 2003

            	
              Covered
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                etseq.

              Effective
                November 27, 2003 – July 5, 2004

            	
              Covered
                Home Loan

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        O-2

        
          

        

      

      
        
        

      

    

     

     

    Standard
&
Poor’s
      Home Loan
      Categorization

    


    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Georgia
                (Oct. 1, 2002 – Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

              Effective
                October 1, 2002 – March 6, 2003

            	
              Home
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                etseq.

              Effective
                for loans closed on or after November 27, 2003

            	
              Home
                Loan

            
	
              New
                Mexico

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 etseq.

              Effective
                as of January 1, 2004; Revised as of February 26, 2004

            	
              Home
                Loan

            
	
              North
                Carolina

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                etseq.

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
              Consumer
                Home Loan

            
	
              South
                Carolina

            	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                etseq.

              Effective
                for loans taken on or after January 1, 2004

            	
              Consumer
                Home Loan

            


    

    


     

     

    
      
        
        

      

      
        O-3

        
          

        

      

      
        
        

      

    

    
 

    


    EXHIBIT
      P

    


    [RESERVED]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      Q


    


    MONTHLY
      REPORT

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        Q-1

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      R-1

     

    FORM
      OF
      PERFORMANCE CERTIFICATION

     

    (Subservicer)

     

    
      	
               

            	
              Re:

            	
              The
                Pooling and Servicing Agreement dated as of [________] (the “Pooling and
                Servicing Agreement”) among CWMBS, 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 and [Subservicing Agreement] dated as of
                [           ] (the
                “Agreement”)

            


    

     

    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY] (the “Company”), certify to the Depositor and the Master Servicer, and
      their officers, with the knowledge and intent that they will rely upon this
      certification, that:

     

    (1)           I
      have reviewed the servicer compliance statement of the Company provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Company’s compliance with the servicing criteria set
      forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
      accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
      as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation Report”), all servicing
      reports, officer’s certificates and other information relating to the servicing
      of the Mortgage Loans by the Company during 200[ ] that were delivered by the
      Company to the Depositor, the Master Servicer or the Trustee pursuant to the
      Agreement (collectively, the “Company Servicing Information”);

     

    (2)           Based
      on my knowledge, the Company Servicing Information, taken as a whole, does
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3)           Based
      on my knowledge, all of the Company Servicing Information required to be
      provided by the Company under the Agreement has been provided to the Depositor,
      the Master Servicer or the Trustee, as applicable;

     

    (4)           I
      am responsible for reviewing the activities performed by the Company as a
      servicer under the Agreement, and based on my knowledge and the compliance
      review conducted in preparing the Compliance Statement and except as disclosed
      in the Compliance Statement, the Servicing Assessment or the Attestation Report,
      the Company has fulfilled its obligations under the Agreement in all material
      respects; and

     

     

     

    
      
        
        

      

      
        R-1-1

        
          

        

      

      
        
        

      

    

     

     

     

    (5)           The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any Subservicer or Subcontractor pursuant to
      the
      Agreement, have been provided to the Master Servicer.  Any material
      instances of noncompliance described in such reports have been disclosed to
      the
      Master Servicer.  Any material instance of noncompliance with the
      Servicing Criteria has been disclosed in such reports.

     

     

     

    
      	 	 
	 	 Date: _________________________
	 	 
	 	 By: ________________________________
	 	 Name:
	 	 Title:
	 	 
	 	 


    

     

    


     

     

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        R-1-2

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      R-2

     

    FORM
      OF
      PERFORMANCE CERTIFICATION

     

    (Trustee)

     

    
      	
               

            	
              Re:

            	
              The
                Pooling and Servicing Agreement dated as of [________], (the “Pooling and
                Servicing Agreement”) among CWMBS, 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

            


    

     

    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY] (the “Company”), certify to the Depositor and the Master Servicer, and
      their officers, with the knowledge and intent that they will rely upon this
      certification, that:

     

    (1)           I
      have reviewed the report on assessment of the Company’s compliance with the
      servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing
      Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities
      Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of
      Regulation AB (the “Servicing Assessment”), the registered public accounting
      firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18
      under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), [all reports on Form 10-D containing statements to certificateholders
      filed in respect of the period included in the year covered by the annual report
      of the Trust Fund] (collectively, the “Distribution Date
      Statements”);

     

    (2)           Assuming
      the accuracy and completeness of the information delivered to the Company by
      the
      Master Servicer as provided in the Pooling and Servicing Agreement and subject
      to paragraph (4) below, the distribution information determined by the Company
      and set forth in the Distribution Date Statements contained in all Form 10-D’s
      included in the year covered by the annual report of such Trust on Form 10-K
      for
      the calendar year 200[  ], is complete and does not contain any
      material misstatement of fact as of the last day of the period covered by such
      annual report;

     

    (3)           Based
      solely on the information delivered to the Company by the Master Servicer as
      provided in the Pooling and Servicing Agreement, (i) the distribution
      information required under the Pooling and Servicing Agreement to be contained
      in the Trust Fund’s Distribution Date Statements and (ii) the servicing
      information required to be provided by the Master Servicer to the trustee for
      inclusion in the Trust Fund’s Distribution Date Statements, to the extent
      received by the Trustee from the Master Servicer in accordance with the Pooling
      and Servicing Agreement, is included in such Distribution Date
      Statements;

     

    (4)           The
      Company is not certifying as to the accuracy, completeness or correctness of
      the
      information which it received from the Master Servicer and did not 

     

    
      
        
        

      

      
        R-2-1

        
          

        

      

      
        
        

      

    

     

     

    independently
      verify or confirm the accuracy, completeness or correctness of the information
      provided by the Master Servicer;

     

    (5)           I
      am responsible for reviewing the activities performed by the Company as a person
      “performing a servicing function” under the Pooling and Servicing Agreement, and
      based on my knowledge and the compliance review conducted in preparing the
      Servicing Assessment and except as disclosed in the Servicing Assessment or
      the
      Attestation Report, the Company has fulfilled its obligations under the Pooling
      and Servicing Agreement; and

     

    (6)           The
      Servicing Assessment and Attestation Report required to be provided by the
      Company and by Subcontractor pursuant to the Pooling and Servicing Agreement,
      have been provided to the Master Servicer and the Depositor.  Any
      material instances of noncompliance described in such reports have been
      disclosed to the Master Servicer and the Depositor.  Any material
      instance of noncompliance with the Servicing Criteria has been disclosed in
      such
      reports.

     

     

    
       

      
        	 	 
	 	 Date: _________________________
	 	 
	 	 By: ________________________________
	 	 Name:
	 	 Title:
	 	 
	 	 


      

       

       

      
        
          
          

        

        
          R-2-2

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
      S

    


    FORM
      OF

    SERVICING
      CRITERIA TO BE ADDRESSED IN

    ASSESSMENT
      OF COMPLIANCE STATEMENT

    


    The
      assessment of compliance to be delivered by [the Master Servicer] [Trustee]
      [Name of Subservicer] shall address, at a minimum, the criteria identified
      as
      below as “Applicable Servicing Criteria”:

     

    
      
        	
                Servicing
                  Criteria

              	
                Applicable
                  Servicing Criteria

              
	
                Reference

              	
                Criteria

              	 
	 	
                General
                  Servicing Considerations

              	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	 
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.

              	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the mortgage loans are maintained.

              	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

              	 
	 	
                Cash
                  Collection and Administration

              	 
	
                1122(d)(2)(i)

              	
                Payments
                  on mortgage loans are deposited into the appropriate custodial
                  bank
                  accounts and related bank clearing accounts no more than two business
                  days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	 
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

              	 
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction
                  agreements.

              	 
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

              	 
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 
	
                1122(d)(2)(vii)

              	
                 Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements.

              	 
	 	
                Investor
                  Remittances and Reporting

              	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of mortgage loans serviced by the
                  Servicer.

              	 
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

              	 
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements.

              	 
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

              	 
	 	
                Pool
                  Asset Administration

              	 
	
                1122(d)(4)(i)

              	
                 Collateral
                  or security on mortgage loans is maintained as required by the
                  transaction
                  agreements or related mortgage loan documents.

              	 
	
                1122(d)(4)(ii)

              	
                Mortgage
                  loan and related documents are safeguarded as required by the transaction
                  agreements.

              	 
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements.

              	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on mortgage loans, including any payoffs, made in accordance with
                  the
                  related mortgage loan documents are posted to the Servicer’s obligor
                  records maintained no more than two business days after receipt,
                  or such
                  other number of days specified in the transaction agreements, and
                  allocated to principal, interest or other items (e.g., escrow)
                  in
                  accordance with the related mortgage loan documents.

              	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the mortgage loans agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's mortgage loans
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents.

              	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements.

              	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a mortgage
                  loan is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent mortgage loans including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

              	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for mortgage loans with variable
                  rates are computed based on the related mortgage loan
                  documents.

              	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s mortgage loan
                  documents, on at least an annual basis, or such other period specified
                  in
                  the transaction agreements; (B) interest on such funds is paid,
                  or
                  credited, to obligors in accordance with applicable mortgage loan
                  documents and state laws; and (C) such funds are returned to the
                  obligor
                  within 30 calendar days of full repayment of the related mortgage
                  loans,
                  or such other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission.

              	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements.

              	 
	
                1122(d)(4)(xiv)

              	
                 Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements.

              	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.

              	 
	 	 	 


      

    

     

    


     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

     

     

     

    
      	 	 	
               [NAME
                OF MASTER SERVICER] [NAME OF 

              TRUSTEE]
                [NAME OF SUBSERVICER]

            
	 	 	 
	 	 	 Date: _________________________
	 	 	 By:  __________________________
	 	 	 Name:
	 	 	 Title:
	 	 	 
	 	 	 


    

    
 

     

    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    

     

     

     

    EXHIBIT
      T

    


    [FORM
      OF]
      LIST OF ITEM 1119 PARTIES

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    Series
      200_-__

     

    [Date]

    


    
      	
              Party

            	
              Contact
                Information

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        T-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      U

    


    FORM
      OF
      SARBANES-OXLEY CERTIFICATION

    (Replacement
      of Master Servicer)

    


    


    Re:           CWMBS,
      Inc. Mortgage Pass-Through Certificates Series 200[__]-HYB[__]

    


    


    The
      undersigned Servicer hereby
      certifies to the Depositor and its officers, directors and Affiliates
      (collectively, the “Certification Parties”) as follows, with the knowledge and
      intent that the Certification Parties will rely on this Certification in
      connection with the certification concerning the Trust Fund to be signed by
      an
      officer of the Depositor and submitted to the Securities and Exchange Commission
      pursuant to the Sarbanes-Oxley Act of 2002:

    


    1.           I
      have reviewed the servicer compliance statement of the Master Servicer provided
      in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Servicer’s compliance with the servicing criteria
      set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
      in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
      servicing reports, officer’s certificates and other information relating to the
      servicing of the Mortgage Loans by the Master Servicer during 200[ ] that were
      delivered by the Master Servicer to the Trustee pursuant to the Agreement
      (collectively, the “Servicing Information”);

    


    2.           Based
      on my knowledge, the Servicing Information, taken as a whole, does not contain
      any untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Servicing Information;

    


    3.           Based
      on my knowledge, all of the Servicing Information required to be provided by
      the
      Master Servicer under the Agreement has been provided to the Depositor or the
      Trustee, as applicable;

    


    4.           I
      am responsible for reviewing the activities performed by the Master Servicer
      as
      servicer under the Servicing Agreement (the “Pooling and Servicing Agreement”)
      relating to the above-referenced Series, among Countrywide Home Loans, Inc.,
      as
      a seller, Park Granada LLC, as a seller, Park Sienna LLC, as a seller, Park
      Monaco Inc., as a seller,
      [            ], as
      master servicer, CWMBS, Inc., as depositor, and The Bank of New York, as
      trustee, and based on my knowledge and the compliance review conducted in
      preparing the Compliance Statement and except as disclosed in the Compliance
      Statement, the Pooling and Servicing Assessment or the 

     

    
      
        
        

      

      
        U-1

        
          

        

      

      
        
        

      

    

     

     

    Attestation
      Report, the Master Servicer has fulfilled its obligations under the Agreement
      in
      all material respects; and

    


    5.           The
      Compliance Statement required to be delivered by the Master Servicer pursuant
      to
      the Pooling and Agreement, and the Servicing Assessment and Attestation Report
      required to be provided by the Master Servicer and by any Subservicer or
      Reporting Subcontractor pursuant to the Agreement, have been provided to the
      Depositor.  Any material instances of noncompliance described in such
      reports have been disclosed to the Depositor.  Any material instance
      of noncompliance with the Servicing Criteria has been disclosed in such
      reports.

     

     

    
      	 	 [MASTER
              SERVICER]
	 	 
	 	 By:________________________________
	 	
               Name:

            
	 	
               Title:

            
	 	 Date: _________________________
	 	 
	 	 
	 	 
	 	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

     

    


     

     

     

     

    U-2