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OMNIBUS
AMENDMENT NO. 1
Dated as of the date set forth on Schedule A
to
POOLING AND SERVICING AGREEMENTS
Dated as of the date set forth on Schedule A
among
CWABS, INC.,
as Depositor
COUNTRYWIDE HOME LOANS, INC.,
as Seller
PARK MONACO INC.,
as Seller
PARK SIENNA LLC,
as Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
as Master Servicer
and
THE BANK OF NEW YORK,
as Trustee
RELATING TO THE TRUSTS AND MORTGAGE ASSET-BACKED CERTIFICATES
INDICATED ON SCHEDULE A
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<PAGE>
THIS OMNIBUS AMENDMENT NO. 1, dated as of the date set forth on
Schedule A
as it relates (the "Amendment") to each Pooling and Servicing
Agreement (as
defined below), is among CWABS, INC., as Depositor (the
"Depositor"),
COUNTRYWIDE HOME LOANS SERVICING LP, as Master Servicer (the
"Master Servicer"),
COUNTRYWIDE HOME LOANS, INC., PARK MONACO INC. and PARK SIENNA
LLC,
collectively, as Sellers (the "Sellers"), and THE BANK OF NEW YORK,
as Trustee
(the "Trustee").
W I T N E S S E T H
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WHEREAS, the Depositor, the Sellers, the Master Servicer, and
Trustee
entered into the Pooling and Servicing Agreements, dated as of the
date set
forth on Schedule A and identified on Schedule A (collectively, the
"Pooling and
Servicing Agreements" and each, a "Pooling and Servicing
Agreement"), providing
for the issuance of the Certificates listed on Schedule A
(collectively, the
"Certificates");
WHEREAS, the Depositor, the Sellers, the Master Servicer and the
Trustee
desire to amend Article XI of each Pooling and Servicing Agreement
to specify
the timeframe in which any reconciliation of accounts related to
the Trust Fund
or the Mortgage Loans (each as defined in the related Pooling and
Servicing
Agreement) will be performed;
WHEREAS, with certain limitations not applicable here, Section
10.01 of
each Pooling and Servicing Agreement provides that it may be
amended by the
Depositor, the Master Servicer, the Sellers and the Trustee with
the consent of
the NIM Insurer, without the consent of any of the
Certificateholders to
supplement any provision in the related Pooling and Servicing
Agreement; and
WHEREAS, the Depositor has delivered an Opinion of Counsel to the
Trustee
in accordance with the provisions of each Pooling and Servicing
Agreement;
WHEREAS, the Depositor has delivered a certificate to the effect
that no
NIM Insurer exists with respect to any of the notes backed or
secured by any of
the Class C Certificates or Class P Certificates issued under the
Pooling and
Servicing Agreements.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined terms.
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For purposes of this Amendment, unless the context clearly
requires
otherwise, all capitalized terms which are used but not otherwise
defined herein
shall have the respective meanings assigned to such terms in the
related Pooling
and Servicing Agreement.
SECTION 2. Amendment.
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As of the date of each Pooling and Servicing Agreement, the
following
changes are made to the Pooling and Servicing Agreement:
<PAGE>
(a) Article XI is hereby amended to add the following Section
11.10:
Section 11.10. Reconciliation of Accounts. Any reconciliation of
any
account established pursuant to this Agreement performed
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