POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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BANK OF NEW YORK | COUNTRYWIDE GP, INC | COUNTRYWIDE HOME LOANS SERVICING LP | COUNTRYWIDE HOME LOANS, INC | CWABS, INC | PARK MONACO INC | Seller PARK SIENNA LLC

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 4/14/2005

POOLING AND SERVICING AGREEMENT, Parties: bank of new york , countrywide gp inc , countrywide home loans servicing lp , countrywide home loans inc , cwabs inc , park monaco inc , seller park sienna llc

CWABS ASSET-BACKED CERTIFICATES TRUST 2005-BC1,

Issuer

CWABS, INC.,

Depositor

COUNTRYWIDE HOME LOANS, INC.,

Seller

PARK MONACO INC.,

Seller PARK SIENNA LLC,

Seller

COUNTRYWIDE HOME LOANS SERVICING LP,

Master Servicer

and

THE BANK OF NEW YORK,

Trustee

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POOLING AND SERVICING AGREEMENT

Dated as of March 1, 2005

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

ASSET-BACKED CERTIFICATES, SERIES 2005-BC1

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Table of Contents

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ARTICLE I DEFINITIONS .................................................................................3

Section 1.01 Defined Terms. ....................................................................3

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES ..............................57

Section 2.01 Conveyance of Mortgage Loans. ....................................................57

Section 2.02 Acceptance of the Mortgage Loans. ................................................61

Section 2.03 Representations, Warranties and Covenants of the Master

Servicer and the Sellers .........................................................63

Section 2.04 Representations and Warranties of the Depositor ..................................80

Section 2.05 Delivery of Opinion of Counsel in Connection with

Substitutions and Repurchases ....................................................81

Section 2.06 Authentication and Delivery of Certificates. .....................................82

Section 2.07 Covenants of the Master Servicer .................................................82

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS ...........................................83

Section 3.01 Master Servicer to Service Mortgage Loans ........................................83

Section 3.02 Subservicing; Enforcement of the Obligations of Master

Servicer. ........................................................................84

Section 3.03 Rights of the Depositor, the Sellers and the Trustee in Respect of

the Master Servicer. .............................................................85

Section 3.04 Trustee to Act as Master Servicer ................................................85

Section 3.05 Collection of Mortgage Loan Payments; Certificate Account;

Distribution Account; Seller Shortfall Interest Requirement ......................85

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

Accounts. ........................................................................88

Section 3.07 Access to Certain Documentation and Information Regarding

the Mortgage Loans. ..............................................................89

Section 3.08 Permitted Withdrawals from the Certificate Account,

Distribution Account and the Carryover Reserve Fund ..............................89

Section 3.09 [Reserved.] ......................................................................91

Section 3.10 Maintenance of Hazard Insurance. .................................................91

Section 3.11 Enforcement of Due-On-Sale Clauses; Assumption Agreements. .......................92

Section 3.12 Realization Upon Defaulted Mortgage Loans; Determination of

Excess Proceeds and Realized Losses; Repurchase of Certain

Mortgage Loans. ..................................................................93

Section 3.13 Trustee to Cooperate; Release of Mortgage Files ..................................96

Section 3.14 Documents, Records and Funds in Possession of Master

Servicer to be Held for the Trustee ..............................................97

Section 3.15 Servicing Compensation. ..........................................................98

Section 3.16 Access to Certain Documentation ..................................................98

Section 3.17 Annual Statement as to Compliance ................................................98

Section 3.18 Annual Independent Public Accountants' Servicing Statement;

Financial Statements. ............................................................99

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<TABLE>

Section 3.19 The Corridor Contracts. ..........................................................99

Section 3.20 Prepayment Charges. .............................................................100

Section 3.21 Credit Reporting ................................................................101

ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER ........................................102

Section 4.01 Advances ........................................................................102

Section 4.02 Reduction of Servicing Compensation in Connection with

Prepayment Interest Shortfalls ..................................................103

Section 4.03 [Reserved] ......................................................................103

Section 4.04 Distributions ...................................................................103

Section 4.05 Monthly Statements to Certificateholders. .......................................110

Section 4.06 [Reserved] ......................................................................113

Section 4.07 [Reserved] ......................................................................113

Section 4.08 Carryover Reserve Fund. .........................................................113

Section 4.09 Distributions on the REMIC I Regular Interests ..................................113

Section 4.10 [Reserved] ......................................................................116

Section 4.11 Allocation of Realized Losses on the REMIC I Regular

Interests .......................................................................116

Section 4.12 The Class P Certificates ........................................................117

ARTICLE V THE CERTIFICATES ..........................................................................118

Section 5.01 The Certificates ................................................................118

Section 5.02 Certificate Register; Registration of Transfer and Exchange of

Certificates. ...................................................................119

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. ..............................122

Section 5.04 Persons Deemed Owners. ..........................................................123

Section 5.05 Access to List of Certificateholders' Names and Addresses. ......................123

Section 5.06 Book-Entry Certificates. ........................................................123

Section 5.07 Notices to Depository. ..........................................................124

Section 5.08 Definitive Certificates .........................................................124

Section 5.09 Maintenance of Office or Agency .................................................125

ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS .......................................126

Section 6.01 Respective Liabilities of the Depositor, the Master Servicer and

the Seller. .....................................................................126

Section 6.02 Merger or Consolidation of the Depositor, the Master Servicer

or the Seller ...................................................................126

Section 6.03 Limitation on Liability of the Depositor, the Sellers, the Master

Servicer and Others .............................................................126

Section 6.04 Limitation on Resignation of Master Servicer ....................................127

Section 6.05 Errors and Omissions Insurance; Fidelity Bonds ..................................127

ARTICLE VII DEFAULT; TERMINATION OF MASTER SERVICER .................................................128

Section 7.01 Events of Default. ..............................................................128

Section 7.02 Trustee to Act; Appointment of Successor. .......................................129

Section 7.03 Notification to Certificateholders. .............................................131

</TABLE>

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<TABLE>

ARTICLE VIII CONCERNING THE TRUSTEE .................................................................132

Section 8.01 Duties of Trustee ...............................................................132

Section 8.02 Certain Matters Affecting the Trustee. ..........................................133

Section 8.03 Trustee Not Liable for Mortgage Loans. ..........................................134

Section 8.04 Trustee May Own Certificates ....................................................134

Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses ..............................134

Section 8.06 Eligibility Requirements for Trustee. ...........................................135

Section 8.07 Resignation and Removal of Trustee ..............................................135

Section 8.08 Successor Trustee ...............................................................136

Section 8.09 Merger or Consolidation of Trustee ..............................................136

Section 8.10 Appointment of Co-Trustee or Separate Trustee ...................................137

Section 8.11 Tax Matters. ....................................................................138

ARTICLE IX TERMINATION ..............................................................................141

Section 9.01 Termination upon Liquidation or Repurchase of all Mortgage

Loans ...........................................................................141

Section 9.02 Final Distribution on the Certificates ..........................................141

Section 9.03 Additional Termination Requirements. ............................................142

ARTICLE X MISCELLANEOUS PROVISIONS ..................................................................144

Section 10.01 Amendment .......................................................................144

Section 10.02 Recordation of Agreement; Counterparts. .........................................145

Section 10.03 Governing Law. ..................................................................145

Section 10.04 Intention of Parties ............................................................146

Section 10.05 Notices. ........................................................................146

Section 10.06 Severability of Provisions ......................................................147

Section 10.07 Assignment. .....................................................................147

Section 10.08 Limitation on Rights of Certificateholders. .....................................148

Section 10.09 Inspection and Audit Rights .....................................................148

Section 10.10 Certificates Nonassessable and Fully Paid. ......................................149

</TABLE>

EXHIBITS

EXHIBIT A-1 Class 1-A-1 Certificate

EXHIBIT A-2 Class 1-A-2 Certificate

EXHIBIT A-3 Class 2-A-1 Certificate

EXHIBIT A-4 Class 2-A-2 Certificate

EXHIBIT A-5 Class 2-A-3 Certificate

EXHIBIT A-6 Class M-1 Certificate

EXHIBIT A-7 Class M-2 Certificate

EXHIBIT A-8 Class M-3 Certificate

EXHIBIT A-9 Class M-4 Certificate

EXHIBIT A-10 Class M-5 Certificate

EXHIBIT A-11 Class M-6 Certificate

EXHIBIT A-12 Class M-7 Certificate

EXHIBIT A-13 Class M-8 Certificate

iii

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EXHIBIT A-14 Class B Certificate

EXHIBIT B Class C Certificate

EXHIBIT C Class P Certificate

EXHIBIT D Class A-R Certificate

EXHIBIT E Form of Tax Matters Person Certificate

EXHIBIT F Mortgage Loan Schedules

EXHIBIT F-1 List of Mortgage Loans

EXHIBIT F-2 Mortgage Loans for which All or a Portion of a Related

Mortgage File is not Delivered to the Trustee on or prior to

the Closing Date

EXHIBIT G Forms of Certification of Trustee

EXHIBIT G-1 Form of Initial Certification of Trustee

EXHIBIT G-2 Form of Interim Certification of Trustee

EXHIBIT G-3 Form of Delay Delivery Certification

EXHIBIT G-4 [Reserved]

EXHIBIT H Form of Final Certification of Trustee

EXHIBIT I Transfer Affidavit

EXHIBIT J-1 Form of Transferor Certificate for Class A-R Certificates

EXHIBIT J-2 Form of Transferor Certificate for Private Certificates

EXHIBIT K Form of Investment Letter (Non-Rule 144A)

EXHIBIT L Form of Rule 144A Letter

EXHIBIT M Form of Request for Release (for Trustee)

EXHIBIT N Form of Request for Release (for Mortgage Loans Paid in Full,

Repurchased or Replaced)

EXHIBIT O Copy of Depositary Agreement

EXHIBIT P Form of Mortgage Note and Mortgage

EXHIBIT Q [reserved]

EXHIBIT R Form of Corridor Contract

EXHIBIT S Form of Corridor Contract Novation Agreement

EXHIBIT T Form of Corridor Contract Administration Agreement

EXHIBIT U Officer's Certificate with Respect to Prepayments

EXHIBIT V Standard & Poor's Anit-Predatory Lending Categorization

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POOLING AND SERVICING AGREEMENT, dated as of March 1, 2005, by and

among CWABS, INC., a Delaware corporation, as depositor (the "Depositor"),

COUNTRYWIDE HOME LOANS, INC., a New York corporation, as seller (a "Seller"),

PARK MONACO INC. ("Park Monaco"), a Delaware limited liability 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 New York banking corporation, as trustee (the "Trustee").

PRELIMINARY STATEMENT:

The Depositor intends to sell mortgage asset-backed pass-through

certificates (collectively, the "Certificates"), to be issued hereunder in

twelve classes, which in the aggregate will evidence the entire beneficial

ownership interest in the Mortgage Loans (as defined herein).

REMIC I

As provided herein, the Trustee will make an election to treat the

segregated pool of assets consisting of the Mortgage Loans and certain other

related assets (exclusive of the Corridor Contracts and the Carryover Reserve

Fund) subject to this Agreement as a real estate mortgage investment conduit (a

"REMIC") for federal income tax purposes, and such segregated pool of assets

will be designated as "REMIC I." The Class R-I Interest will represent the sole

class of "residual interests" in REMIC I for purposes of the REMIC Provisions

(as defined herein) under federal income tax law. The following table

irrevocably sets forth the designation, remittance rate (the "Uncertificated

REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for

each of the "regular interests" in REMIC I (the "REMIC I Regular Interests").

The "latest possible maturity date" (determined for purposes of satisfying

Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular

Interest shall be the 360th Distribution Date. None of the REMIC I Regular

Interests will be certificated.

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Uncertificated REMIC I Uncertificated Latest Possible Maturity

Designation Pass-Through Rate Principal Balance Date

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

LT-AA (1) $ 269,500,017.61 March 25, 2035

LT-1A1 (1) $ 1,205,050.00 March 25, 2035

LT-1A2 (1) $ 301,265.00 March 25, 2035

LT-2A1 (1) $ 339,785.00 March 25, 2035

LT-2A2 (1) $ 244,515.00 March 25, 2035

LT-2A3 (1) $ 61,260.00 March 25, 2035

LT-M1 (1) $ 119,625.00 March 25, 2035

LT-M2 (1) $ 93,500.00 March 25, 2035

LT-M3 (1) $ 56,375.00 March 25, 2035

LT-M4 (1) $ 52,250.00 March 25, 2035

LT-M5 (1) $ 46,750.00 March 25, 2035

LT-M6 (1) $ 45,375.00 March 25, 2035

</TABLE>

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<TABLE>

LT-M7 (1) $ 41,250.00 March 25, 2035

LT-M8 (1) $ 34,375.00 March 25, 2035

LT-B (1) $ 34,375.00 March 25, 2035

LT-ZZ (1) $ 2,824,250.36 March 25, 2035

LT-P (1) $ 100.00 March 25, 2035

LT-R (1) $ 100.00 March 25, 2035

LT-1SUB (1) $ 8,373.70 March 25, 2035

LT-1GRP (1) $ 38,500.00 March 25, 2035

LT-2SUB (1) $ 3,588.81 March 25, 2035

LT-2GRP (1) $ 6,500.01 March 25, 2035

LT-XX (1) $ 274,933,055.46 March 25, 2035

</TABLE>

(1) Calculated as provided in the definition of Uncertificated REMIC I

Pass- Through Rate.

REMIC II

As provided herein, the Trustee will elect to treat the segregated pool

of assets consisting of the REMIC I Regular Interests as a REMIC for federal

income tax purposes, and such segregated pool of assets will be designated as

REMIC II. The Class R-II Interest will represent the sole class of "residual

interests" in REMIC II for purposes of the REMIC Provisions under federal income

tax law. The following table irrevocably sets forth the designation,

Pass-Through Rate, aggregate Initial Certificate Principal Balance and Final

Scheduled Distribution Date for each Class of Certificates comprising the

interests representing "regular interests" in REMIC II. The "latest possible

maturity date" (determined for purposes of satisfying Treasury Regulation

Section 1.860G-1(a)(4)(iii)) for each Class of REMIC II Regular Certificates

shall be the 360th Distribution Date.

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Aggregate Initial Certificate Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date

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

Class 1-A-1 (1) $ 241,010,000 March 25, 2035

Class 1-A-2 (1) $ 60,253,000 March 25, 2035

Class 2-A-1 (1) $ 67,957,000 March 25, 2035

Class 2-A-2 (1) $ 48,903,000 March 25, 2035

Class 2-A-3 (1) $ 12,252,000 March 25, 2035

Class M-1 (1) $ 23,925,000 March 25, 2035

Class M-2 (1) $ 18,700,000 March 25, 2035

Class M-3 (1) $ 11,275,000 March 25, 2035

Class M-4 (1) $ 10,450,000 March 25, 2035

Class M-5 (1) $ 9,350,000 March 25, 2035

Class M-6 (1) $ 9,075,000 March 25, 2035

Class M-7 (1) $ 8,250,000 March 25, 2035

Class M-8 (1) $ 6,875,000 March 25, 2035

</TABLE>

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<TABLE>

Class B (1) $ 6,875,000 March 25, 2035

Class C (2) $ 100.00 March 25, 2035

Class P (3) $ 100.00 March 25, 2035

</TABLE>

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(1) Interest will accrue at a rate equal to the Pass-Through Rate, as

defined herein.

(2) The Class C Certificates will accrue interest at its variable

Pass-Through Rate on the Notional Amount of the Class C Certificates

outstanding from time to time which shall equal the Uncertificated

Principal Balance of the REMIC I Regular Interests (other than REMIC I

Regular Interest LT-P and REMIC I Regular Interest LT-R). The Class C

Certificates will not accrue interest on its Certificate Principal

Balance.

(3) The Class P Certificates will not be entitled to distributions of

interest.

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

In addition to those defined terms defined in Section 1.02, whenever

used in this Agreement, the following words and phrases, unless the context

otherwise requires, shall have the following meanings:

ACCRUAL PERIOD: With respect to any Distribution Date and the

Certificates (other than the Class A-R, Class P and Class C Certificates), the

period from and including the immediately preceding Distribution Date (or, in

the case of the first Distribution Date, from and including the Closing Date)

and to and including the day immediately preceding the current Distribution

Date. With respect to any Distribution Date and the Class C Certificates, the

calendar month preceding the month in which such Distribution Date occurs. All

calculations of interest on the Certificates (other than the Class A-R, Class P

and Class C Certificates) will be made on the basis of the actual number of days

elapsed in the related Accrual Period and on a 360-day year. All calculations of

interest on the Class C Certificates will be made on the basis of a 360-day year

consisting of twelve 30-day months. The Class A-R Certificates and Class P

Certificates will not accrue any interest and therefore have no Accrual Period.

ADJUSTABLE RATE MORTGAGE LOANS: The Mortgage Loans identified in the

Mortgage Loan Schedule as having a Mortgage Rate which is adjustable for the

life of the related Mortgage, including any Mortgage Loans delivered in

replacement thereof.

ADJUSTED NET MORTGAGE RATE: As to each Mortgage Loan, the Mortgage Rate

less the Expense Fee Rate.

ADJUSTMENT DATE: As to each Adjustable Rate Mortgage Loan, each date on

which the related Mortgage Rate is subject to adjustment, as provided in the

related Mortgage Note.

ADVANCE: The aggregate of the advances required to be made by the

Master Servicer with respect to any Distribution Date pursuant to Section 4.01,

the amount of any such advances being equal to the sum of (A) the aggregate of

payments of principal and interest (net of the

<PAGE>

Servicing Fees) on the Mortgage Loans 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 and (B) with respect to each REO Property that has not been

liquidated, an amount equal to the excess, if any, of (x) one month's interest

(adjusted to the Net Mortgage Rate) on the Stated Principal Balance of the

related Mortgage Loan over (y) the net monthly rental income (if any) from such

REO Property deposited in the Certificate Account for such Distribution Date

pursuant to Section 3.12, less the aggregate amount of any such delinquent

payments that the Master Servicer has determined would constitute a

Nonrecoverable Advance were an advance to be made with respect thereto.

AGREEMENT: This Pooling and Servicing Agreement and any and all

amendments or supplements hereto made in accordance with the terms herein.

AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date, the

aggregate amount held in the Certificate Account at the close of business on the

related Determination Date on account of (i) all Scheduled Payments or portions

thereof received in respect of the Mortgage Loans due after the related Due Date

and (ii) Principal Prepayments and Liquidation Proceeds received in respect of

such Mortgage Loans after the last day of the related Prepayment Period or Due

Period, respectively.

APPLIED REALIZED LOSS AMOUNT: With respect to any Distribution Date,

the sum of the Realized Losses with respect to the Mortgage Loans which shall

equal the amount, if any, by which, Certificate Principal Balance of all

Certificates (after all distributions of principal on such Distribution Date)

exceeds the Stated Principal Balance of the Mortgage Loans for such Distribution

Date, and which are to be applied as provided in Section 4.04 of this Agreement.

APPRAISED VALUE: The appraised value of the Mortgaged Property based

upon the appraisal made for the Seller by a fee appraiser at the time of the

origination of the related Mortgage Loan, or the sales price of the Mortgaged

Property at the time of such origination, whichever is less, or with respect to

any Mortgage Loan originated in connection with a refinancing, the appraised

value of the Mortgaged Property based upon the appraisal made at the time of

such refinancing.

BANKRUPTCY CODE: Title 11 of the United States Code.

BOOK-ENTRY CERTIFICATES: Any of the Certificates that shall be

registered in the name of the Depository or its nominee, the ownership of which

is reflected on the books of the Depository or on the books of a person

maintaining an account with the Depository (directly, as a "Depository

Participant", or indirectly, as an indirect participant in accordance with the

rules of the Depository and as described in Section 5.06). As of the Closing

Date, each Class of Class A Certificates and Subordinate Certificates

constitutes a Class of Book-Entry Certificates.

BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a

day on which banking institutions in the State of California, City of New York,

New York 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.

<PAGE>

CALENDAR QUARTER: A Calendar Quarter shall consist of one of the

following time periods in any given year: January 1 through March 31, April 1

through June 30, July 1 through September 30, and October 1 through December 31.

CARRYOVER RESERVE FUND: The separate Eligible Account created and

initially maintained by the Trustee pursuant to Section 4.08 in the name of the

Trustee for the benefit of the Certificateholders and designated "The Bank of

New York in trust for registered holders of CWABS, Inc., Asset-Backed

Certificates, Series 2005-BC1". Funds in the Carryover Reserve Fund shall be

held in trust for the Certificateholders for the uses and purposes set forth in

this Agreement and shall not be a part of any REMIC created under this

Agreement.

CERTIFICATE: Any one of the certificates of any Class executed and

authenticated by the Trustee in substantially the forms attached hereto as

Exhibits A-1 through A-11, Exhibit B, Exhibit C and Exhibit D.

CERTIFICATE ACCOUNT: The separate Eligible Account created and

initially maintained by the Master Servicer pursuant to Section 3.05(b) with a

depository institution in the name of the Master Servicer for the benefit of the

Trustee on behalf of the Certificateholders and designated "Countrywide Home

Loans Servicing LP in trust for registered holders of CWABS, Inc., Asset-Backed

Certificates, Series 2005-BC1". Funds in the Certificate Account shall be held

in trust for the Certificateholders for the uses and purposes set forth in this

Agreement.

CERTIFICATE ACCOUNT DEPOSIT: An amount equal to the aggregate of all

amounts in respect of (i) principal of the Mortgage Loans due on or after the

Cut-off Date and received by the Master Servicer before the Closing Date and not

applied in computing the Cut-off Date Principal Balance thereof, and (ii)

interest on the Mortgage Loans due on and after the Cut-off Date and received by

the Master Servicer before the Closing Date.

CERTIFICATE GROUP: Any of the Group 1 Certificates or Group 2

Certificates.

CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the person

that is the beneficial owner of such Book-Entry Certificate.

CERTIFICATE PRINCIPAL BALANCE: As to any Certificate (other than the

Class C Certificates) and as of any Distribution Date, the Initial Certificate

Principal Balance of such Certificate less the sum of (i) all amounts

distributed with respect to such Certificate in reduction of the Certificate

Principal Balance thereof on previous Distribution Dates pursuant to Section

4.04, and (ii) in the case of any Subordinate Certificate and the Class 1-A-2

Certificates any Applied Realized Loss Amounts allocated to such Certificate on

previous Distribution Dates pursuant to Section 4.04; provided that first, the

Certificate Principal Balance of the Class 1-A-2 Certificates and second, the

Class of Subordinate Certificates with the highest payment priority to which

Realized Losses have been allocated will be increased by the amount of any

Subsequent Recoveries on the Mortgage Loans not previously allocated, but not by

more than the amount of Realized Losses previously allocated to reduce the

Certificate Principal Balance of that Class. As to any Class C Certificate and

as of any Distribution Date, an amount equal to the excess, if any, of (i) the

aggregate Stated Principal Balance of the Mortgage Loans over (ii) the aggregate

Certificate Principal Balance of the Senior Certificates and Subordinate

Certificates. References

<PAGE>

herein to the Certificate Principal Balance of a Class of Certificates shall

mean the Certificate Principal Balances of all Certificates in such Class.

CERTIFICATE REGISTER: The register maintained pursuant to Section 5.02

hereof.

CERTIFICATEHOLDER OR HOLDER: The person in whose name a Certificate is

registered in the Certificate Register (initially, Cede & Co., as nominee for

the Depository, in the case of any Class of Regular Certificates, except that

solely for the purpose of giving any consent pursuant to this Agreement, any

Certificate registered in the name of the Depositor or any affiliate of the

Depositor shall be deemed not to be Outstanding and the Voting Interest

evidenced thereby shall not be taken into account in determining whether the

requisite amount of Voting Interests necessary to effect such consent has been

obtained; provided that if any such Person (including the Depositor) owns 100%

of the Voting Interests evidenced by a Class of Certificates, such Certificates

shall be deemed to be Outstanding for purposes of any provision hereof (other

than the second sentence of Section 10.01 hereof) that requires the consent of

the Holders of Certificates of a particular Class as a condition to the taking

of any action hereunder. The Trustee is entitled to rely conclusively on a

certification of the Depositor or any affiliate of the Depositor in determining

which Certificates are registered in the name of an affiliate of the Depositor.

CLASS: All Certificates bearing the same Class designation as set forth

in Section 5.01 hereof.

CLASS A PRINCIPAL DISTRIBUTION TARGET AMOUNT: For any Distribution

Date, the excess of (i) the aggregate Certificate Principal Balance of the Class

1-A Certificates and Class 2-A Certificates immediately prior to such

Distribution Date, over (ii) the lesser of (x) 56.50% of the aggregate Stated

Principal Balance of the Mortgage Loans for such Distribution Date after giving

effect to distributions to be made on that Distribution Date and (y) the

aggregate Stated Principal Balance of the Mortgage Loans for such Distribution

Date after giving effect to distributions to be made on that Distribution Date

minus the OC Floor; provided however, that if the aggregate Certificate

Principal Balance of the Subordinated Certificates has been reduced to zero, the

Class A Principal Distribution Target Amount shall equal the sum of the Class

1-A Principal Distribution Target Amount and Class 2-A Principal Distribution

Target Amount.

CLASS 1-A CERTIFICATE: Any Certificate designated as a "Class 1-A

Certificate" on the face thereof, in the form of Exhibit A-1 or A-2 hereto,

representing the right to distributions as set forth herein.

CLASS 1-A CORRIDOR CONTRACT: The transaction evidenced by the

Confirmation and Agreement for the benefit of the Class 1-A Certificateholders

(as assigned to the Corridor Contract Administrator pursuant to the Class 1-A

Corridor Contract Novation Agreement), a form of which is attached hereto as

Exhibit R.

CLASS 1-A CORRIDOR CONTRACT NOVATION AGREEMENT: The Novation Agreement

regarding the Class 1-A Corridor Contract dated as of the Closing Date among the

Seller, the Corridor Contract Administrator and the Corridor Contract

Counterparty, which is attached hereto as Exhibit S.

<PAGE>

CLASS 1-A CORRIDOR CONTRACT PAYMENT AMOUNT: The amount, if any,

allocated to the Trustee by the Corridor Contract Administrator for the benefit

of the Trust Fund in respect of the Class 1-A Corridor Contract.

CLASS 1-A CORRIDOR CONTRACT TERMINATION DATE: The Distribution Date in

November 2011.

CLASS 1-A CONFIRMATION AND AGREEMENT: The Confirmation and Agreement

dated March 29, 2005, reference numbers 2000005055942 and 2000005055943,

evidencing the Class 1-A Corridor Contract.

CLASS 1-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the

product of (a) the Class A Principal Distribution Target Amount and (b) a

fraction, the numerator of which is the Class 1-A Principal Distribution Target

Amount and the denominator of which is the sum of the Class 1-A Principal

Distribution Target Amount and Class 2-A Principal Distribution Target Amount.

CLASS 1-A PRINCIPAL DISTRIBUTION TARGET AMOUNT: For any Distribution

Date, the excess of:

(i) the aggregate Certificate Principal Balance of the Class

1-A Certificates immediately prior to such Distribution Date, over

(ii) the lesser of (x) 56.50% of the aggregate Stated

Principal Balance of the Mortgage Loans in Loan Group 1 for such

Distribution Date after giving effect to distributions to be made on

that Distribution Date and (y) the aggregate Stated Principal Balance

of the Mortgage Loans in Loan Group 1 for such Distribution Date after

giving effect to distributions to be made on that Distribution Date

minus 0.50% of the aggregate Stated Principal Balance of the Mortgage

Loans in Loan Group 1 as of the Cut-off Date.

CLASS 1-A-1 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class 1-A-1

Certificates.

CLASS 1-A-2 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class 1-A-2

Certificates.

CLASS 1-A-1 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class 1-A-1 Pass-Through Rate

on the Class 1-A-1 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS 1-A-2 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class 1-A-2 Pass-Through Rate

on the Class 1-A-2 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS 1-A-1 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date,

the excess of (a) the Class 1-A-1 Current Interest with respect to prior

Distribution Dates over (b) the amount actually distributed to the Class 1-A-1

Certificates with respect to interest on such prior Distribution Dates.

<PAGE>

CLASS 1-A-2 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date,

the excess of (a) the Class 1-A-2 Current Interest with respect to prior

Distribution Dates over (b) the amount actually distributed to the Class 1-A-2

Certificates with respect to interest on such prior Distribution Dates.

CLASS 1-A-1 INTEREST CARRYOVER AMOUNT: For any Distribution Date and

the Class 1-A-1 Certificates, the sum of (A) the excess of (i) the amount of

interest the Class 1-A-1 Certificates would otherwise have accrued for such

Distribution Date had the Class 1-A-1 Pass-Through Rate thereon been calculated

as the sum of One-Month LIBOR and the applicable Class 1-A-1 Margin for such

Distribution Date, over (ii) the amount of interest accrued on the Class 1-A-1

Certificates at the Net Rate Cap for such Distribution Date and (B) the Class

1-A-1 Interest Carryover Amount for all previous Distribution Dates not

previously paid pursuant to Section 4.04, together with interest thereon at the

Class 1-A-1 Pass-Through Rate (without giving effect to the Net Rate Cap).

CLASS 1-A-2 INTEREST CARRYOVER AMOUNT: For any Distribution Date and

the Class 1-A-2 Certificates, the sum of (A) the excess of (i) the amount of

interest the Class 1-A-2 Certificates would otherwise have accrued for such

Distribution Date had the Class 1-A-2 Pass-Through Rate thereon been calculated

as the sum of One-Month LIBOR and the applicable Class 1-A-2 Margin for such

Distribution Date, over (ii) the amount of interest accrued on the Class 1-A-2

Certificates at the Net Rate Cap for such Distribution Date and (B) the Class

1-A-2 Interest Carryover Amount for all previous Distribution Dates not

previously paid pursuant to Section 4.04, together with interest thereon at the

Class 1-A-2 Pass-Through Rate (without giving effect to the Net Rate Cap).

CLASS 1-A-1 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.200% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.400% per

annum.

CLASS 1-A-2 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.250% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.500% per

annum.

CLASS 1-A-1 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class 1-A-1 Margin and (ii) the related Net Rate

Cap for such Distribution Date.

CLASS 1-A-2 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class 1-A-2 Margin and (ii) the related Net Rate

Cap for such Distribution Date.

CLASS 2-A CERTIFICATE: Any Certificate designated as a "Class 2-A

Certificate" on the face thereof, in the form of Exhibit A-3, A-4 or A-5 hereto,

representing the right to distributions as set forth herein.

CLASS 2-A CORRIDOR CONTRACT: The transaction evidenced by the

Confirmation and Agreement for the benefit of the Class 2-A Certificateholders

(as assigned to the Corridor Contract Administrator pursuant to the Class 2-A

Corridor Contract Novation Agreement), a form of which is attached hereto as

Exhibit S.

<PAGE>

CLASS 2-A CORRIDOR CONTRACT NOVATION AGREEMENT: The Novation Agreement

regarding the Class 2-A Corridor Contract dated as of the Closing Date among the

Seller, the Corridor Contract Administrator and the Corridor Contract

Counterparty, which is attached hereto as Exhibit S.

CLASS 2-A CORRIDOR CONTRACT PAYMENT AMOUNT: The amount, if any,

allocated to the Trustee by the Corridor Contract Administrator for the benefit

of the Trust Fund in respect of the Class 2-A Corridor Contract.

CLASS 2-A CORRIDOR CONTRACT TERMINATION DATE: The Distribution Date in

November 2011.

CLASS 2-A CONFIRMATION AND AGREEMENT: The Confirmation and Agreement

dated March 29, 2005, reference numbers 2000005055947 and 2000005055948,

evidencing the Class 2-A Corridor Contract.

CLASS 2-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the

product of (a) the Class A Principal Distribution Target Amount and (b) a

fraction, the numerator of which is the Class 2-A Principal Distribution Target

Amount and the denominator of which is the sum of the Class 1-A Principal

Distribution Target Amount and Class 2-A Principal Distribution Target Amount.

CLASS 2-A PRINCIPAL DISTRIBUTION TARGET AMOUNT: For any Distribution

Date, the excess of:

(i) the aggregate Certificate Principal Balance of the Class

2-A Certificates immediately prior to such Distribution Date, over

(ii) the lesser of (x) 56.50% of the aggregate Stated

Principal Balance of the Mortgage Loans in Loan Group 2 for such

Distribution Date after giving effect to distributions to be made on

that Distribution Date and (y) the aggregate Stated Principal Balance

of the Mortgage Loans in Loan Group 2 for such Distribution Date after

giving effect to distributions to be made on that Distribution Date

minus 0.50% of the aggregate Stated Principal Balance of the Mortgage

Loans in Loan Group 2 as of the Cut-off Date.

CLASS 2-A-1 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class 2-A-1

Certificates.

CLASS 2-A-2 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class 2-A-2

Certificates.

CLASS 2-A-3 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class 2-A-3

Certificates.

CLASS 2-A-1 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class 2-A-1 Pass-Through Rate

on the Class 2-A-1 Certificate Principal Balance immediately prior to such

Distribution Date.

<PAGE>

CLASS 2-A-2 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class 2-A-2 Pass-Through Rate

on the Class 2-A-2 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS 2-A-3 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class 2-A-3 Pass-Through Rate

on the Class 2-A-3 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS 2-A-1 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date,

the excess of (a) the Class 2-A-1 Current Interest with respect to prior

Distribution Dates over (b) the amount actually distributed to the Class 2-A-1

Certificates with respect to interest on such prior Distribution Dates.

CLASS 2-A-2 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date,

the excess of (a) the Class 2-A-2 Current Interest with respect to prior

Distribution Dates over (b) the amount actually distributed to the Class 2-A-2

Certificates with respect to interest on such prior Distribution Dates.

CLASS 2-A-3 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date,

the excess of (a) the Class 2-A-3 Current Interest with respect to prior

Distribution Dates over (b) the amount actually distributed to the Class 2-A-3

Certificates with respect to interest on such prior Distribution Dates.

CLASS 2-A-1 INTEREST CARRYOVER AMOUNT: For any Distribution Date and

the Class 2-A-1 Certificates, the sum of (A) the excess of (i) the amount of

interest the Class 2-A-1 Certificates would otherwise have accrued for such

Distribution Date had the Class 2-A-1 Pass-Through Rate thereon been calculated

as the sum of One-Month LIBOR and the applicable Class 2-A-1 Margin for such

Distribution Date, over (ii) the amount of interest accrued on the Class 2-A-1

Certificates at the Net Rate Cap for such Distribution Date and (B) the Class

2-A-1 Interest Carryover Amount for all previous Distribution Dates not

previously paid pursuant to Section 4.04, together with interest thereon at the

Class 2-A-1 Pass-Through Rate (without giving effect to the Net Rate Cap).

CLASS 2-A-2 INTEREST CARRYOVER AMOUNT: For any Distribution Date and

the Class 2-A-2 Certificates, the sum of (A) the excess of (i) the amount of

interest the Class 2-A-2 Certificates would otherwise have accrued for such

Distribution Date had the Class 2-A-2 Pass-Through Rate thereon been calculated

as the sum of One-Month LIBOR and the applicable Class 2-A-2 Margin for such

Distribution Date, over (ii) the amount of interest accrued on the Class 2-A-2

Certificates at the Net Rate Cap for such Distribution Date and (B) the Class

2-A-2 Interest Carryover Amount for all previous Distribution Dates not

previously paid pursuant to Section 4.04, together with interest thereon at the

Class 2-A-2 Pass-Through Rate (without giving effect to the Net Rate Cap).

CLASS 2-A-3 INTEREST CARRYOVER AMOUNT: For any Distribution Date and

the Class 2-A-3 Certificates, the sum of (A) the excess of (i) the amount of

interest the Class 2-A-3 Certificates would otherwise have accrued for such

Distribution Date had the Class 2-A-3 Pass-Through Rate thereon been calculated

as the sum of One-Month LIBOR and the applicable Class 2-A-3 Margin

<PAGE>

for such Distribution Date, over (ii) the amount of interest accrued on the

Class 2-A-3 Certificates at the Net Rate Cap for such Distribution Date and (B)

the Class 2-A-3 Interest Carryover Amount for all previous Distribution Dates

not previously paid pursuant to Section 4.04, together with interest thereon at

the Class 2-A-3 Pass-Through Rate (without giving effect to the Net Rate Cap).

CLASS 2-A-1 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.090% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.180% per

annum.

CLASS 2-A-2 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.200% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.400% per

annum.

CLASS 2-A-3 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.310% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.620% per

annum.

CLASS 2-A-1 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class 2-A-1 Margin and (ii) the related Net Rate

Cap for such Distribution Date.

CLASS 2-A-2 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class 2-A-2 Margin and (ii) the related Net Rate

Cap for such Distribution Date.

CLASS 2-A-3 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class 2-A-3 Margin and (ii) the related Net Rate

Cap for such Distribution Date.

CLASS A-R CERTIFICATE: Any one of the Class A-R Certificates executed

by the Trustee substantially in the form annexed hereto as Exhibit D, composed

of the Class R-I Interest and Class R-II Interest.

CLASS A-R CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class A-R Certificates.

CLASS A-R PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date, the excess, if any, of (A) $100 over (B) all amounts

distributed with respect to such Certificate in reduction of the Certificate

Principal Balance thereof on previous Distribution Dates pursuant to Section

4.04.

CLASS B CERTIFICATE: Any Certificate designated as a "Class B

Certificate" on the face thereof, in the form of Exhibit A-14 hereto,

representing the right to distributions as set forth herein.

CLASS B CERTIFICATE PRINCIPAL BALANCE: As of any date of determination,

the Certificate Principal Balance of the Class B Certificates.

<PAGE>

CLASS B CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class B Pass-Through Rate on

the Class B Certificate Principal Balance immediately prior to such Distribution

Date.

CLASS B INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class B Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class B Certificates with

respect to interest on such prior Distribution Dates.

CLASS B INTEREST CARRYOVER AMOUNT: For any Distribution Date and the

Class B Certificates, the sum of (A) the excess of (i) the amount of interest

the Class B Certificates would otherwise have accrued for such Distribution Date

had the Class B Pass-Through Rate thereon been calculated as the sum of

One-Month LIBOR and the applicable Class B Margin for such Distribution Date,

over (ii) the amount of interest accrued on the Class B Certificates at the Net

Rate Cap for such Distribution Date and (B) the Class B Interest Carryover

Amount for all previous Distribution Dates not previously paid pursuant to

Section 4.04, together with interest thereon at the Class B Pass-Through Rate

(without giving effect to the Net Rate Cap).

CLASS B MARGIN: For the Accrual Period for any Distribution Date on or

prior to the Optional Termination Date, 1.900% per annum and, for any

Distribution Date after the Optional Termination Date, 2.850% per annum.

CLASS B PASS-THROUGH RATE: For any Distribution Date, the lesser of (i)

One-Month LIBOR plus the Class B Margin and (ii) the related Net Rate Cap for

such Distribution Date.

CLASS B PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution

Date, the excess of (i) the sum of: (A) the aggregate Certificate Principal

Balance of the Senior Certificates (after taking into account distributions of

the Class 1-A Principal Distribution Amount and Class 2-A Principal Distribution

Amount for such Distribution Date), (B) the Class M-1 Certificate Principal

Balance (after taking into account distribution of the Class M-1 Principal

Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate

Principal Balance (after taking into account distribution of the Class M-2

Principal Distribution Amount on such Distribution Date), (D) the Class M-3

Certificate Principal Balance (after taking into account distribution of the

Class M-3 Principal Distribution Amount on such Distribution Date), (E) the

Class M-4 Certificate Principal Balance (after taking into account distribution

of the Class M-4 Principal Distribution Amount on such Distribution Date), (F)

the Class M-5 Certificate Principal Balance (after taking into account

distribution of the Class M-5 Principal Distribution Amount on such Distribution

Date); (G) the Class M-6 Certificate Principal Balance (after taking into

account distribution of the Class M-6 Principal Distribution Amount on such

Distribution Date); (H) the Class M-7 Certificate Principal Balance (after

taking into account distribution of the Class M-7 Principal Distribution Amount

on such Distribution Date); (I) the Class M-8 Certificate Principal Balance

(after taking into account distribution of the Class M-8 Principal Distribution

Amount on such Distribution Date) and (J) the Class B Certificate Principal

Balance immediately prior to such Distribution Date over (ii) the lesser of (x)

94.60% of the aggregate Stated Principal Balances of the Mortgage Loans for such

Distribution Date after giving effect to distributions to be made on that

Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage

Loans for such Distribution Date after giving effect to distributions to be made

on that Distribution Date minus the OC Floor; provided, however, that after the

Certificate Principal

<PAGE>

Balance of each other Class of Senior Certificates and Subordinate Certificates

is reduced to zero, the Class B Principal Distribution Amount for such

Distribution Date will equal 100% of the Principal Distribution Amount for such

Distribution Date.

CLASS C CERTIFICATE: Any Certificate designated as a "Class C

Certificate" on the face thereof, in the form of Exhibit B hereto, representing

the right to distributions as set forth herein, to be issued initially to

Countrywide Securities Holding Inc.

CLASS C CURRENT INTEREST: For any Distribution Date, the interest

accrued on the Class C Notional Amount during the related Accrual Period at the

Class C Pass-Through Rate.

CLASS C NOTIONAL AMOUNT: The aggregate amount of the Uncertificated

Principal Balance of the REMIC I Regular Interests other than REMIC I Regular

Interest LT-P and REMIC I Regular Interest LT-R.

CLASS C PASS-THROUGH RATE: A rate per annum equal to the percentage

equivalent of a fraction, the numerator of which is the sum of the amounts

calculated pursuant to clauses (A) through (P) below, and the denominator of

which is the Uncertificated Principal Balance of the REMIC I Regular Interests

(other than REMIC I Regular Interest LT-P and REMIC I Regular Interest LT-R).

For purposes of calculating the Pass Through Rate for the Class C Certificates,

the numerator is equal to the sum of the following components:

(A) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-AA minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-AA;

(B) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-1A minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-1A1;

Regular Interest LT-1A minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-1A2;

(D) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-2A minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-2A1;

(E) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-2A minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-2A2;

(F) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-2A minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-2A3;

<PAGE>

(G) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-M1 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M1;

(H) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-M2 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M2;

(I) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-M3 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M3;

(J) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-M4 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M4;

(K) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-M5 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M5;

(L) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-M6 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M6;

(M) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-M7 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M7;

(N) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-M8 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M8;

(O) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-B minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-B; and

(P) the Uncertificated REMIC I Pass-Through Rate for REMIC I

Regular Interest LT-ZZ minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-ZZ.

CLASS M-1 CERTIFICATE: Any Certificate designated as a "Class M-1

Certificate" on the face thereof, in the form of Exhibit A-6 hereto,

representing the right to distributions as set forth herein.

CLASS M-1 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class M-1 Certificates.

<PAGE>

CLASS M-1 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-1 Pass-Through Rate on

the Class M-1 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS M-1 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class M-1 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class M-1 Certificates

with respect to interest.

CLASS M-1 INTEREST CARRYOVER AMOUNT: For any Distribution Date and the

Class M-1 Certificates, the sum of (A) the excess of (i) the amount of interest

the Class M-1 Certificates would otherwise have accrued for such Distribution

Date had the Class M-1 Pass-Through Rate thereon been calculated as the sum of

One-Month LIBOR and the applicable Class M-1 Margin for such Distribution Date,

over (ii) the amount of interest accrued on the Class M-1 Certificates at the

Net Rate Cap for such Distribution Date and (B) the Class M-1 Interest Carryover

Amount for all previous Distribution Dates not previously paid pursuant to

Section 4.04, together with interest thereon at the Class M-1 Pass-Through Rate

(without giving effect to the Net Rate Cap).

CLASS M-1 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.410% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.615% per

annum.

CLASS M-1 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class M-1 Margin and (ii) the related Net Rate Cap

for such Distribution Date.

CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date, the excess of (i) the sum of (A) the aggregate Certificate

Principal Balance of the Senior Certificates (after taking into account

distribution of the Class 1-A Principal Distribution Amount and Class 2-A

Principal Distribution Amounts on such Distribution Date) and (B) the Class M-1

Certificate Principal Balance immediately prior to such Distribution Date over

(ii) the lesser of (x) 65.20% of the Stated Principal Balances of the Mortgage

Loans for such Distribution Date after giving effect to distributions to be made

on that Distribution Date and (y) the aggregate Stated Principal Balance of the

Mortgage Loans for such Distribution Date after giving effect to distributions

to be made on that Distribution Date minus the OC Floor; provided, however, that

after the Certificate Principal Balance of each other Class of Senior

Certificates and Subordinate Certificates is reduced to zero, the Class M-1

Principal Distribution Amount for such Distribution Date will equal 100% of the

Principal Distribution Amount for such Distribution Date.

CLASS M-2 CERTIFICATE: Any Certificate designated as a "Class M-2

Certificate" on the face thereof, in the form of Exhibit A-7 hereto,

representing the right to distributions as set forth herein.

CLASS M-2 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class M-2 Certificates.

<PAGE>

CLASS M-2 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-2 Pass-Through Rate on

the Class M-2 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS M-2 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class M-2 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class M-2 Certificates

with respect to interest on such prior Distribution Dates.

CLASS M-2 INTEREST CARRYOVER AMOUNT: For any Distribution Date and the

Class M-2 Certificates, the sum of (A) the excess of (i) the amount of interest

the Class M-2 Certificates would otherwise have accrued for such Distribution

Date had the Class M-2 Pass-Through Rate thereon been calculated as the sum of

One-Month LIBOR and the applicable Class M-2 Margin for such Distribution Date,

over (ii) the amount of interest accrued on the Class M-2 Certificates at the

Net Rate Cap for such Distribution Date and (B) the Class M-2 Interest Carryover

Amount for all previous Distribution Dates not previously paid pursuant to

Section 4.04, together with interest thereon at the Class M-2 Pass-Through Rate

(without giving effect to the Net Rate Cap).

CLASS M-2 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.440% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.660% per

annum.

CLASS M-2 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class M-2 Margin and (ii) the related Net Rate Cap

for such Distribution Date.

CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date, the excess of (i) the sum of: (A) the aggregate Certificate

Principal Balance of the Senior Certificates (after taking into account

distributions of the Class 1-A Principal Distribution Amount and Class 2-A

Principal Distribution Amount for such Distribution Date), (B) the Class M-1

Certificate Principal Balance (after taking into account distribution of the

Class M-1 Principal Distribution Amount on such Distribution Date) and (C) the

Class M-2 Certificate Principal Balance immediately prior to such Distribution

Date over (ii) the lesser of (x) 72.00% of the aggregate Stated Principal

Balances of the Mortgage Loans for such Distribution Date after giving effect to

distributions to be made on that Distribution Date and (y) the aggregate Stated

Principal Balance of the Mortgage Loans for such Distribution Date after giving

effect to distributions to be made on that Distribution Date minus the OC Floor;

provided, however, that after the Certificate Principal Balance of each other

Class of Senior Certificates and Subordinate Certificates is reduced to zero,

the Class M-2 Principal Distribution Amount for such Distribution Date will

equal 100% of the Principal Distribution Amount for such Distribution Date.

CLASS M-3 CERTIFICATE: Any Certificate designated as a "Class M-3

Certificate" on the face thereof, in the form of Exhibit A-8 hereto,

representing the right to distributions as set forth herein.

CLASS M-3 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class M-3 Certificates.

<PAGE>

CLASS M-3 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-3 Pass-Through Rate on

the Class M-3 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS M-3 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class M-3 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class M-3 Certificates

with respect to interest on such prior Distribution Dates.

CLASS M-3 INTEREST CARRYOVER AMOUNT: For any Distribution Date and the

Class M-3 Certificates, the sum of (A) the excess of (i) the amount of interest

the Class M-3 Certificates would otherwise have accrued for such Distribution

Date had the Class M-3 Pass-Through Rate thereon been calculated as the sum of

One-Month LIBOR and the applicable Class M-3 Margin for such Distribution Date,

over (ii) the amount of interest accrued on the Class M-3 Certificates at the

Net Rate Cap for such Distribution Date and (B) the Class M-3 Interest Carryover

Amount for all previous Distribution Dates not previously paid pursuant to

Section 4.04, together with interest thereon at the Class M-3 Pass-Through Rate

(without giving effect to the Net Rate Cap).

CLASS M-3 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.480% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.720% per

annum.

CLASS M-3 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class M-3 Margin and (ii) the related Net Rate Cap

for such Distribution Date.

CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date, the excess of (i) the sum of: (A) the aggregate Certificate

Principal Balance of the Senior Certificates (after taking into account

distributions of the Class 1-A Principal Distribution Amount and Class 2-A

Principal Distribution Amount for such Distribution Date), (B) the Class M-1

Certificate Principal Balance (after taking into account distribution of the

Class M-1 Principal Distribution Amount on such Distribution Date), (C) the

Class M-2 Certificate Principal Balance (after taking into account distribution

of the Class M-2 Principal Distribution Amount on such Distribution Date) and

(D) the Class M-3 Certificate Principal Balance immediately prior to such

Distribution Date over (ii) the lesser of (x) 76.10% of the aggregate Stated

Principal Balances of the Mortgage Loans for such Distribution Date after giving

effect to distributions to be made on that Distribution Date and (y) the

aggregate Stated Principal Balance of the Mortgage Loans for such Distribution

Date after giving effect to distributions to be made on that Distribution Date

minus the OC Floor; provided, however, that after the Certificate Principal

Balance of each of the other Classes of Senior Certificates and Subordinate

Certificates is reduced to zero, the Class M-3 Principal Distribution Amount for

such Distribution Date will equal 100% of the Principal Distribution Amount for

such Distribution Date.

CLASS M-4 CERTIFICATE: Any Certificate designated as a "Class M-4

Certificate" on the face thereof, in the form of Exhibit A-9 hereto,

representing the right to distributions as set forth herein.

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CLASS M-4 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class M-4 Certificates.

CLASS M-4 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-4 Pass-Through Rate on

the Class M-4 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS M-4 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class M-4 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class M-4 Certificates

with respect to interest on such prior Distribution Dates.

CLASS M-4 INTEREST CARRYOVER AMOUNT: For any Distribution Date and the

Class M-4 Certificates, the sum of (A) the excess of (i) the amount of interest

the Class M-4 Certificates would otherwise have accrued for such Distribution

Date had the Class M-4 Pass-through Rate thereon been calculated as the sum of

One-Month LIBOR and the applicable Class M-4 Margin for such Distribution Date,

over (ii) the amount of interest accrued on the Class M-4 Certificates at the

Net Rate Cap for such Distribution Date and (B) the Class M-4 Interest Carryover

Amount for all previous Distribution Dates not previously paid pursuant to

Section 4.04, together with interest thereon at the Class M-4 Pass-Through Rate

(without giving effect to the Net Rate Cap).

CLASS M-4 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.600% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.900% per

annum.

CLASS M-4 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class M-4 Margin and (ii) the Net Rate Cap for such

Distribution Date.

CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date, the excess of (i) the sum of: (A) the aggregate Certificate

Principal Balance of the Senior Certificates (after taking into account

distributions of the Class 1-A Principal Distribution Amount and Class 2-A

Principal Distribution Amount for such Distribution Date), (B) the Class M-1

Certificate Principal Balance (after taking into account distribution of the

Class M-1 Principal Distribution Amount on such Distribution Date), (C) the

Class M-2 Certificate Principal Balance (after taking into account distribution

of the Class M-2 Principal Distribution Amount on such Distribution Date), (D)

the Class M-3 Certificate Principal Balance (after taking into account

distribution of the Class M-3 Principal Distribution Amount on such Distribution

Date) and (E) the Class M-4 Certificate Principal Balance immediately prior to

such Distribution Date over (ii) the lesser of (x) 79.90% of the aggregate

Stated Principal Balance of the Mortgage Loans for such Distribution Date after

giving effect to distributions to be made on that Distribution Date and (y) the

aggregate Stated Principal Balance of the Mortgage Loans for such Distribution

Date after giving effect to distributions to be made on that Distribution Date

minus the OC Floor; provided, however, that after the Certificate Principal

Balance of each of the other Classes of Senior Certificates and Subordinate

Certificates is reduced to zero, the Class M-4 Principal Distribution Amount for

such Distribution Date will equal 100% of the Principal Distribution Amount for

such Distribution Date.

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CLASS M-5 CERTIFICATE: Any Certificate designated as a "Class M-5

Certificate" on the face thereof, in the form of Exhibit A-10 hereto,

representing the right to distributions as set forth herein.

CLASS M-5 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class M-5 Certificates.

CLASS M-5 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-5 Pass-Through Rate on

the Class M-5 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS M-5 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class M-5 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class M-5 Certificates

with respect to interest on such prior Distribution Dates.

CLASS M-5 INTEREST CARRYOVER AMOUNT: For any Distribution Date and the

Class M-5 Certificates, the sum of (A) the excess of (i) the amount of interest

the Class M-5 Certificates would otherwise have accrued for such Distribution

Date had the Class M-5 Pass-Through Rate thereon been calculated as the sum of

One-Month LIBOR and the applicable Class M-5 Margin for such Distribution Date,

over (ii) the amount of interest accrued on the Class M-5 Certificates at the

Net Rate Cap for such Distribution Date and (B) the Class M-5 Interest Carryover

Amount for all previous Distribution Dates not previously paid pursuant to

Section 4.04, together with interest thereon at the Class M-5 Pass-Through Rate

(without giving effect to the Net Rate Cap).

CLASS M-5 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.660% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.990% per

annum.

CLASS M-5 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class M-5 Margin and (ii) the related Net Rate Cap

for such Distribution Date.

CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any