POOLING AND SERVICING AGREEMENT

Exhibit 99.1

EXECUTION VERSION

BELLAVISTA FUNDING CORPORATION,

Depositor

COUNTRYWIDE HOME LOANS SERVICING LP,

Master Servicer

and

THE BANK OF NEW YORK,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2004

BELLAVISTA MORTGAGE TRUST 2004-2

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-2

Table of Contents

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SCHEDULES

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THIS POOLING AND SERVICING AGREEMENT, dated as of December 1, 2004 (this “ Agreement ”), among BELLAVISTA FUNDING CORPORATION, a Delaware corporation, as depositor (the “ Depositor ”), COUNTRYWIDE HOME LOANS SERVICING LP, as master servicer (in such capacity, 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, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, 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 Trust Fund will consist of the following two real estate mortgage investment conduits:

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 subject to this Agreement, but excluding the Capitalized Interest Account and the Yield Maintenance Agreement, as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “ REMIC I ”. Component I of the Class A-R Certificates will represent the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, pass-through 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 solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Latest Possible Maturity Date. None of the REMIC I Regular Interests will be certificated.

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REMIC II

As provided herein, the Trustee will make an election 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 ”. Component II of the Class A-R Certificates will represent the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions. The following table sets forth (or describes) the Class designation, pass-through rate (the “ Pass-Through Rate ”) and initial Class Certificate Balance for each Class of Certificates that represents ownership of a “regular interest” in REMIC II (the “ REMIC II Regular Interests ”). The “latest possible maturity date” (determined solely for purposes of satisfying Treasury Regulation Section 1.860G 1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Latest Possible Maturity Date. The following table also sets forth minimum denominations and integral multiples in excess thereof in which such Classes shall be issued (except that one Certificate of each such Class of Certificates may be issuable in a different amount).

CERTIFICATES

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For REMIC purposes, the foregoing rate is equal to 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 (1) through (3) below, and the denominator of which is the aggregate Principal Balances of the REMIC II Regular Interests. For purposes of calculating the Pass-Through Rate for the Class X Certificates, the numerator is equal to the sum of the following components:

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The Class A-R Certificates will not bear interest. 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 $0.01.

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

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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.

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ARTICLE I

DEFINITIONS AND INTERPRETIVE PROVISIONS

SECTION 1.01. Definitions . Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

Accretion Directed Certificates : As specified in the Preliminary Statement.

Accretion Direction Rule: Not applicable.

Accrual Amount : Not applicable.

Accrual Certificates : As specified in the Preliminary Statement.

Accrual Components : Not applicable.

Accrual Termination Date : Not applicable.

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

Adjusted Cap Rate : As to any Distribution Date and each interest bearing Class of Certificates or Components, other than the Class X IO Component, the per annum rate equal to the excess, if any, of the Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans as of the related Due Date (after giving effect to Principal Prepayments in the related Prepayment Period), over a fraction expressed as a percentage, the numerator of which is equal to the product of (i) a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the related Interest Accrual Period and (ii) the Net Deferred Interest for that Distribution Date, and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans at the end of the Prepayment Period related to the immediately preceding Distribution Date.

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 : 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 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 on 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.

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Aggregate Subordinated Percentage : As to any Distribution Date, the fraction, expressed as a percentage, the numerator of which is equal to the aggregate Class Certificate Balance of the 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 Net Prepayments received in the Prepayment Period related to that prior Due Date).

Agreement : This Pooling and Servicing Agreement.

Allocable Share : As to any Distribution Date, any Class or Component of Certificates, the ratio that the amount calculated with respect to such Distribution 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(c)) bears to the aggregate amount calculated with respect to such Distribution Date for each such Class of Certificates pursuant to clause (i) of the definition of Class Optimal Interest Distribution Amount (without giving effect to any reduction of such amount pursuant to Section 4.02(c)).

Amount Held for Future Distribution : As to any Distribution Date and the Mortgage Loans, 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 and (ii) all Scheduled Payments due after the related Due Date.

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

Appraised Value : With respect to a (i) Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of the (a) value of the Mortgaged Property based upon the appraisal made at the time of the origination of such Mortgage Loan and (b) sales price of the Mortgaged Property at the time of the origination of such Mortgage Loan; (ii) Refinancing Mortgage Loan other than a Streamlined Documentation Mortgage Loan, the value of the Mortgaged Property based upon the appraisal made at the time of the origination of such Refinancing Mortgage Loan; and (iii) Streamlined Documentation Mortgage Loan, if the loan-to-value ratio with respect to the Original Mortgage Loan at the time of the origination thereof was (a) 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) 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.

Assignment Agreement : The Assignment Agreement, dated as of December 17, 2004, among BSFP, the Depositor, the Trustee and Countrywide Home Loans, Inc.

Available Funds : As to any Distribution Date, the sum of (a) the aggregate amount held in the Certificate Account at the close of business on the related Determination Date in respect of the related Mortgage Loans pursuant to Section 3.05(b), net of the related Amount Held for Future Distribution and net of amounts permitted to be withdrawn from the Certificate Account pursuant to clauses (i)–(viii), inclusive, of Section 3.08(a) in respect of the Mortgage Loans and

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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, (b) the amount of the related Advance, (c) in connection with Defective Mortgage Loans, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date and (d) for purposes of making distributions to the LIBOR Certificates, any amount on deposit in the Capitalized Interest Account.

Bankruptcy Code : Title 11 of the United States Code.

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

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

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

BSFP : Bear Stearns Financial Products Inc.

Business Day : Any day other than a Saturday, Sunday or 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.

Capitalized Interest Account : The separate Eligible Account designated as such and created and maintained by the Trustee pursuant to Section 3.05(d). The Capitalized Interest Account shall be treated as an “outside reserve fund” under applicable Treasury Regulations and shall not be part of any REMIC. Except as provided in Section 3.05(d), any investment earnings on the amounts on deposit in the Capitalized Interest Account shall be treated as owned by the Depositor and will be taxable to the Depositor. On the Closing Date, the Capitalized Interest Account Initial Deposit shall be deposited in the Capitalized Interest Account.

Capitalized Interest Account Initial Deposit : $527,962.06.

Cap Strike Rate : For any Distribution Date, the amount set forth under the heading “Strike Rate” in Annex III of the Prospectus Supplement.

Carryover Reserve Fund : The separate fund created and initially maintained by the Trustee pursuant to Section 3.05(c) in the name of the Trustee for the benefit of the Holders of the LIBOR Certificates and designated “The Bank of New York in trust for registered holders of BellaVista Mortgage Trust 2004-2, Mortgage Pass-Through Certificates, Series 2004-2.” Funds in the Carryover Reserve Fund shall be held in trust for the Holders of the LIBOR Certificates for the uses and purposes set forth in this Agreement.

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Carryover Shortfall Amount : For each class of LIBOR Certificates and any Distribution Date, an amount equal to sum of (i) the excess, if any, of the (a) amount of interest that such Class would have been entitled to receive pursuant to clause (i) of the definition of Class Optimal Interest Distribution Amount on such Distribution Date had its Pass-Through Rate not been subject to the Net WAC Cap up to but not exceeding a per annum rate of 10.50% (prior to any reduction (x) described in Section 4.02(c) or (y) for Net Deferred Interest described in Section 4.03), over (b) actual amount of interest provided for such Class for such Distribution Date (prior to any reduction (x) described in Section 4.02(c) or (y) for Net Deferred Interest described in Section 4.03) by clause (i) of the definition of Class Optimal Interest Distribution Amount and (ii) with respect to each Class of LIBOR Certificates (other than the Class B-3, Class B-4 and Class B-5 Certificates) the unpaid portion of any such excess from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate, without giving effect to the Net WAC Cap (up to 10.50%)).

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(b) with a depository institution in the name of the Master Servicer for the benefit of the Trustee on behalf of Certificateholders and designated “Countrywide Home Loans Servicing LP in trust for the registered holders of BellaVista Mortgage Trust 2004-2, Mortgage Pass-Through Certificates, Series 2004-2.”

Certificate Balance : With respect to any Certificate (other than the Classs X and Notional Amount Certificates) 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 plus (i) any increase in the Certificate Balance of such Certificate pursuant to Section 4.02 due to the receipt of Subsequent Recoveries, minus (ii) the sum of all (a) distributions of principal previously made with respect to that Certificate and (b) Realized Losses allocated to that Certificate and all other reductions in Certificate Balance previously allocated to that Certificate pursuant to Section 4.04 without duplication and plus (iii) the amount of Net Deferred Interest as of the Due Date in the month of determination and allocated to the applicable Class pursuant to Section 4.03.

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 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

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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.

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

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

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

Class Optimal Interest Distribution Amount : With respect to any Distribution Date and interest-bearing Class or any interest-bearing 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, Component Principal Balance, Notional Amount or Component Notional Amount, as applicable, immediately prior to such Distribution Date, subject to reduction (a) as provided in Section 4.02(c) and (b) for any Net Deferred Interest for the related Distribution Date allocated to their respective Class Certificate Balances or Component Principal Balances, as applicable, as described in Section 4.03) and (ii) any Class Unpaid Interest Amounts for such Class or Component (other than any Carryover Shortfall Amounts),

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

Class Unpaid Interest Amounts : As to any Distribution Date and Class of interest-bearing Certificates or any interest-bearing 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 or Component on prior Distribution Dates pursuant to clause (ii) of the definition of Class Optimal Interest Distribution Amount.

Closing Date : December 17, 2004.

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Code : The Internal Revenue Code of 1986.

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.

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

Component : As specified in the Preliminary Statement.

Component Balance : Not applicable.

Component Certificates : As specified in the Preliminary Statement.

Component Notional Amount : With respect to any Distribution Date and the Class X IO Component, the aggregate principal balance of the Mortgage Loans as of the Due Date in the calendar month preceding such Distribution Date, after giving effect to the payments due on the Mortgage Loans on that Due Date.

Component Principal Balance : As of any Determination Date, the Class X PO Component will have a Component Principal Balance equal to (i) the aggregate Net Deferred Interest allocated to the Class X PO Component prior to the Determination Date pursuant to Section 4.03 minus (ii) all amounts actually distributed as principal of the Class X PO Component and all Realized Losses applied in reduction of principal of the Class X PO Component on all prior Distribution Dates plus (iii) any increase in the Component Principal Balance of such Component pursuant to Section 4.02 due to the receipt of Subsequent Recoveries. As of the Closing Date, the Component Principal Balance of the Class X PO Component will equal $0.00.

Component Rate : Not applicable.

Conveyed Assets : As defined in Section 2.01(a).

Coop Shares : Shares issued by a Cooperative Corporation.

Cooperative Corporation : The entity that holds title (fee or a 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.

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

Corporate Trust Office : The designated office of the Trustee in the State of New York at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 101 Barclay Street, 8W, New York, New York 10286 (Attn: Mortgage-Backed Securities Group, BellaVista Mortgage Trust 2004-2), facsimile no. (212) 815-3986, and which is the address to which notices to and correspondence with the Trustee should be directed.

Countrywide Acknowledgement : The Assignment, Assumption and Recognition Agreement, dated as of December 1, 2004, among Countrywide Home Loans, Inc., the Seller, the Depositor and the Master Servicer.

Countrywide Servicing : Countrywide Home Loans Servicing LP, a Texas limited partnership.

Cut-off Date : December 1, 2004.

Cut-off Date Pool Principal Balance : $492,002,879.00

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.

Deferred Interest : With respect to any Mortgage Loan and any Due Date, the excess, if any, of the (i) amount of interest accrued on such Mortgage Loan from the preceding Due Date to such Due Date at the applicable Mortgage Rate over (ii) Scheduled Payment due on such Mortgage Loan on such Due Date; such excess to be added to the principal balance of such Mortgage Loan in accordance with the terms of the related Mortgage Note.

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

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

Delay Certificates : As specified in the Preliminary Statement.

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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. With respect to up to 50% of the Mortgage Loans, the Depositor may deliver all or a portion of each related Mortgage File to the Trustee not later than 30 days after the Closing Date. To the extent that Countrywide Servicing or the Depositor 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 or the Depositor, as applicable, shall hold such files as agent and in trust for the Trustee.

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

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.

Depositor : BellaVista Funding Corporation, a Delaware corporation, in its capacity as depositor hereunder, or its successors in such capacity.

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 15th day of each month or, if such 15th day is not a Business Day, the preceding Business Day; provided , however , that if such 15th 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(f) 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 BellaVista Mortgage Trust 2004-2, Mortgage Pass-Through Certificates, Series 2004-2.” 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 : With respect to distributions on the REMIC I Regular Interests and the Certificates, the 25th day (or, if such 25th day is not a Business Day, the Business Day immediately succeeding such 25th day) of each month, with the first such date being January 25, 2005.

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

Eligible Account : Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have the highest short-term ratings of Moody’s or Fitch and one of the two highest short-term ratings of S&P, if S&P is a Rating Agency at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a trust account or accounts maintained with (a) the trust department of a federal or state chartered depository institution or (b) a trust company, acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

Eligible Repurchase Month : As defined in Section 3.11.

ERISA : The Employee Retirement Income Security Act of 1974.

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).

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.

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Exchange Act : Securities Exchange Act of 1934.

Expense Fee Rate : As to each Mortgage Loan and any date of determination, the sum of (i) the related Master Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) any lender paid mortgage insurance premium.

FDIC : The Federal Deposit Insurance Corporation.

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.

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

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

Fitch : Fitch, Inc. 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.

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

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

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.

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).

Initial Component Principal Balance : As specified in the Preliminary Statement.

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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 and any Certificates other than LIBOR Certificates, the calendar month prior to the month of such Distribution Date. With respect to the LIBOR Certificates and any Distribution Date, the Interest Accrual Period will be the period commencing on the Distribution Date in the month prior to the month in which that Distribution Date occurs (or the Closing Date, in the case of the initial Interest Accrual Period), and ending on the day preceding such Distribution Date. Interest on any Class of Certificates other than LIBOR Certificates shall be calculated on the basis of a 360-day year consisting of 12 30-day months. Interest on any LIBOR Certificate shall be calculated on the basis of a 360-day year and the actual number of days elapsed. All dollar amounts calculated in this Agreement shall be rounded to the nearest penny with one-half of one penny being rounded down.

Interest Determination Date : With respect to any Interest Accrual Period for any LIBOR Certificates, the second Business Day prior to the first day of such Interest Accrual Period.

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

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

LIBOR : The London interbank offered rate for one-month United States dollar deposits calculated in the manner described in Section 4.08.

LIBOR Certificates : As specified in the Preliminary Statement.

Liquidated Mortgage Loan : With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) 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

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

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.

Marker Rate : With respect to the Class X Certificates and any Distribution Date, in relation to the REMIC I Regular Interests LT1, LT2, LT3 and LT4, a per annum rate equal to two times the weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interest LT2 and REMIC I Regular Interest LT3.

Master Servicer : Countrywide Servicing, in its capacity as master servicer hereunder, and its successors in such capacity.

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.

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

Maximum Negative Amortization : With respect to each Mortgage Loan, the percentage set forth in the related Mortgage Note as the percentage of the original principal balance of Mortgage Note, that if exceeded due to Deferred Interest, will result in a recalculation of the Scheduled Payment so that the then unpaid principal balance of the Mortgage Note will be fully amortized over the Mortgage Loan’s remaining term to maturity.

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

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.

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

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

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

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

Moody’s : Moody’s Investors Service, Inc. 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.

Mortgage Loan Purchase Agreement : The Mortgage Loan Purchase Agreement, dated as of December 1, 2004, by and between the Seller and the Depositor, pursuant to which the Seller sold and the Depositor purchased the Mortgage Loans.

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:

(i) the loan number;

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(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) dwelling in a de minimis PUD, (c) condominium unit or PUD (other than a de minimis PUD), (d) two- to four-unit residential property or (e) Cooperative 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 each 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;

(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; and

(xviii) with respect to each Mortgage Loan, the Gross Margin, the Mortgage Index, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Maximum Negative Amortization, the Periodic Rate Cap, the first Adjustment Date and the first Payment Adjustment Date for such Mortgage Loan.

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

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.

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

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

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

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

Net Deferred Interest : With respect to each Distribution Date, an amount equal to the excess, if any, of the Deferred Interest that accrued on the Mortgage Loans for the Due Date occurring in the month of such Distribution Date over the Principal Prepayment Amount for the Mortgage Loans for such Distribution Date.

Net Prepayment Interest Shortfalls : As to any Distribution Date, the amount by which the aggregate of Prepayment Interest Shortfalls for the related Prepayment Period exceeds an amount equal to the Compensating Interest for that Distribution Date.

Net Prepayments : As to any Distribution Date, the amount equal to the excess, if any, of the (i) Principal Prepayment Amount for such Distribution Date over (ii) aggregate amount of Deferred Interest accrued on the Mortgage Loans from the preceding Due Date to the Due Date related to that Distribution Date.

Net WAC Cap : With respect to any Class of LIBOR Certificates for any Distribution Date, the sum of (i) the Weighted Average Adjusted Net Mortgage Rates of the Mortgage Loans, adjusted for the related Interest Accrual Period, and (ii) for the initial Distribution Date, the product of a (a) percentage represented by a fraction, the numerator of which is the amount on deposit in the Capitalized Interest Account and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans and (b) fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the first Interest Accrual Period.

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

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

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

Notional Amount : Not applicable.

Notional Amount Certificates : Not applicable.

Offered Certificates : As specified in the Preliminary Statement.

Officer’s Certificate : A certificate signed by (i) in the case of the Depositor, 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, the President, an Executive Vice President, a Vice President, an Assistant Vice President, the Treasurer, or one of the Assistant Treasurers or Assistant Secretaries of Countrywide GP, Inc. (its general partner) or (iii) if provided for in this Agreement, 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.

Opinion of Counsel : A written opinion of counsel, who may be counsel for the Depositor, the 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 REMIC Provisions, such counsel must (i) in fact be independent of the Depositor, the Seller and the Master Servicer, (ii) not have any direct financial interest in the Depositor, the Seller or the Master Servicer or in any affiliate of either and (iii) not be connected with the Depositor, the 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.

Optional Termination Date : The Distribution Date on which the Pool Stated Principal Balance is less than or equal to 10% of the Cut-off Date Pool Principal Balance.

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:

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

Original Subordinate Principal Balance : The aggregate of the Class Certificate Balances of the Subordinated Certificates as of the Closing Date.

OTS : The Office of Thrift Supervision.

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

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

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

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

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

Pass-Through Margin : With respect to any Distribution Date and each Class of Certificates, as specified in the Preliminary Statement.

Pass-Through Rate : For any interest-bearing Class of Certificates or any interest-bearing Component, the per annum rate set forth or calculated in the manner described in the Preliminary Statement under “REMIC II”; provided , however , that in the case of the Class X IO Component, the Pass-Through Rate shall be the rate described in footnote (6) of the chart set forth in the Preliminary Statement under “REMIC II”. For any REMIC I Regular Interest, the per annum rate set forth or calculated in the manner described in the Preliminary Statement under REMIC I.

Payment Adjustment Date : For each Mortgage Loan, the date specified in the related Mortgage Note as the annual date on which the Mortgage Rate on the related Scheduled Payment will be adjusted.

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.

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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:

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

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

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

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

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

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

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

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

Permitted Transferee : Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(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 FHLMC, a majority of its board of directors is not selected by such governmental 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 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 and, as to any other date of determination, the aggregate of the Stated Principal Balances of the Outstanding Mortgage Loans as of such date.

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Prepayment Interest Shortfall : As to any Distribution Date, any Mortgage Loan and any Principal Prepayment received during the related Prepayment Period, 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, the calendar month immediately preceding the month in which that Distribution Date occurs.

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, the sum of (i) 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) on the related Due Date, (ii) the principal portion of the Purchase Price of each Mortgage Loan that was purchased as of such Distribution Date, (iii) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan received with respect to such Distribution Date, (iv) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that are not yet Liquidated Mortgage Loans received during the calendar month preceding the month of such Distribution Date, (v) with respect to each Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the amount of the Liquidation Proceeds allocable to principal received during the calendar month preceding the month of such Distribution Date with respect to such Mortgage Loan and (vi) all Net Prepayments received during the related Prepayment Period.

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 Amount : As to any Distribution Date, an amount equal to the sum of all Principal Prepayments received on the Mortgage Loans during the related Prepayment Period and the amount of any Subsequent Recoveries received in the prior calendar month.

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

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Private Certificate : As specified in the Preliminary Statement.

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

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

Prospectus : The Prospectus, dated December 16, 2004, attached to the Prospectus Supplement.

Prospectus Supplement : The Prospectus Supplement dated December 16, 2004, relating to the Offered Certificates.

PUD : Planned unit development.

Purchase Agreement : That certain Mortgage Loan Purchase and Servicing Agreement, dated as of January 29, 2004, between Countrywide Home Loans, Inc. and the Seller, including any purchase confirmations entered into with respect to the Mortgage Loans pursuant to such agreement.

Purchase Price : With respect to any Mortgage Loan required to be purchased (i) pursuant to Section 2.02 or 2.03, (ii) at the option of the Master Servicer pursuant to Section 3.11 or (iii) by the Transferor pursuant to the Purchase Agreement, an amount equal to the sum of (a) 100% of the unpaid principal balance of the Mortgage Loan on the date of such purchase, (b) 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 (c) costs and damages incurred by the Trust Fund in connection with a repurchase pursuant to Section 2.03 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.

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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, 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 : With respect to each Liquidated Mortgage Loan, an amount (not less than zero or more than the Stated Principal Balance of the Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated Principal Balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the Adjusted Net Mortgage Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date in the month in which Liquidation Proceeds are required to be distributed on the Stated Principal Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Adjusted Net Mortgage Rate and to principal of the Liquidated Mortgage Loan. With respect to each Mortgage Loan 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. With respect to each Mortgage Loan that has become the subject of a Debt Service Reduction and any Distribution Date, the amount, if any, by which the principal portion of the related Scheduled Payment has been reduced.

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, in the case of LIBOR Certificates represented by (i) Book-Entry Certificates, the Business Day immediately preceding such Distribution Date and (ii) Definitive Certificates and in the case of all other Certificates, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs.

Reference Bank : As defined in Section 4.08(b).

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

Regular Interest : A “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.

Regular Certificates : As specified in the Preliminary Statement.

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Related Certificates : For each REMIC II Regular Interest, the Class or Classes of Certificates shown opposite the name of such REMIC II Regular Interest in the following table:

Relief Act : The Servicemembers Civil Relief Act, or any comparable state legislation.

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

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

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

REMIC I : The segregated pool of assets described in Section 4.07(b)(i), which shall be a REMIC pursuant to the Code, with respect to which a separate REMIC election is to be made and the beneficial interests in which shall be the REMIC I Regular Interests and Component I of the Class A-R Certificates.

REMIC I Available Distribution Amount : For any Distribution Date, the sum of the Available Funds for the REMIC I Regular Interests.

REMIC I Distribution Amount : For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests and to Holders of the Class A-R Certificates in respect of Component I thereof, in the following amounts and order of priority:

(a) to REMIC II as the holder of REMIC I Regular Interests LT1, LT2, LT3 and LT4, pro rata, in an amount equal to (i) their Uncertificated Accrued Interest for such Distribution Date plus (ii) any amounts in respect thereof remaining unpaid from previous Distribution Dates;

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(b) to Holders of the Class A-R Certificates in respect of Component I thereof until the Class Certificate Balance thereof has been reduced to zero; and

(c) to REMIC II as the holder of the REMIC I Regular Interests, in an amount equal to the remainder of the REMIC I Available Distribution Amount after the distributions made pursuant to clauses (a) and (b) above, allocated, sequentially, as follows:

(i) first, in respect of REMIC I Regular Interests LT2, LT3 and LT4, their respective Principal Distribution Amounts;

(ii) second, in respect of REMIC I Regular Interest LT1 any remainder until the Uncertificated Principal Balance thereof is reduced to zero;

(iii) third, in respect of REMIC I Regular Interests LT2, LT3 and LT4 any remainder, pro rata according to their respective Uncertificated Principal Balances as reduced by the distributions deemed made pursuant to (a) above, until their respective Uncertificated Principal Balances are reduced to zero; and

(iv) fourth, any remaining amounts to the Holders of the Class A-R Certificates in respect of Component I thereof.

REMIC I Principal Reduction Amounts : For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the REMIC I Regular Interests LT1, LT2, LT3 and LT4, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows:

For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:

Y ₁ = the Uncertificated Principal Balance of REMIC I Regular Interest LT1 after distributions on the prior Distribution Date.

Y ₂ = the Uncertificated Principal Balance of REMIC I Regular Interest LT2 after distributions on the prior Distribution Date.

Y ₃ = the Uncertificated Principal Balance of REMIC I Regular Interest LT3 after distributions on the prior Distribution Date.

Y ₄ = the Uncertificated Principal Balance of REMIC I Regular Interest LT4 after distributions on the prior Distribution Date (note: Y ₃ = Y ₄ ).

D Y ₁ = the REMIC I Regular Interest LT1 Principal Reduction Amount.

D Y ₂ = the REMIC I Regular Interest LT2 Principal Reduction Amount.

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D Y ₃ = the REMIC I Regular Interest LT3 Principal Reduction Amount.

D Y ₄ = the REMIC I Regular Interest LT4 Principal Reduction Amount.

P ₀ = the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests LT1, LT2, LT3 and LT4 after distributions and the allocation of Realized Losses on the prior Distribution Date.

P ₁ = the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests LT1, LT2, LT3 and LT4 after distributions and the allocation of Realized Losses to be made on such Distribution Date.

D P = P ₀ - P ₁ = the aggregate of the REMIC I Regular Interests LT1, LT2, LT3 and LT4 Principal Reduction Amounts.

     = the aggregate of the principal portions of Realized Losses to be allocated to, and the principal distributions to be made on, the Group I Certificates on such Distribution Date (including distributions of accrued and unpaid interest on the Class X Certificates for prior Distribution Dates).

R ₀ = the Net WAC Cap (stated as a monthly rate) after giving effect to amounts distributed and Realized Losses allocated on the prior Distribution Date.

R ₁ = the Net WAC Cap (stated as a monthly rate) after giving effect to amounts to be distributed and Realized Losses to be allocated on such Distribution Date.

a = (Y ₂ + Y ₃ )/P ₀ . The initial value of a on the Closing Date for use on the first Distribution Date shall be 0.0001.

g ₀ = the lesser of (A) the sum for all Classes of Certificates, other than the Class X and Class A-R Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the Net WAC Cap, if applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii) its Class Principal Balance after distributions and the allocation of Realized Losses on the prior Distribution Date and (B) R ₀ *P ₀ .

g ₁ = the lesser of (A) the sum for all Classes of Certificates, other than the Class X and Class A-R Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the Net WAC Cap, if applicable) for such Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) its Class Principal Balance after distributions and the allocation of Realized Losses to be made on such Distribution Date and (B) R ₁ *P ₁ .

Then, based on the foregoing definitions:

D Y ₁ = D P - D Y ₂ - D Y ₃ - D Y ₄ ;

D Y ₂ = ( a /2){( g ₀ R ₁ - g ₁ R ₀ )/R ₀ R ₁ };

D Y ₃ = a D P - D Y ₂ ; and

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D Y ₄ = D Y ₃ .

if both D Y ₂ and D Y ₃ , as so determined, are non-negative numbers. Otherwise:

(1) If D Y ₂ , as so determined, is negative, then

D Y ₂ = 0;

D Y ₃ = a { g ₁ R ₀ P ₀ - g ₀ R ₁ P ₁ }/{ g ₁ R ₀ };

D Y ₄ = D Y ₃ ; and

D Y ₁ = D P - D Y ₂ - D Y ₃ - D Y ₄ .

(2) If D Y ₃ , as so determined, is negative, then

D Y ₃ = 0;

D Y ₂ = a { g ₁ R ₀ P ₀ - g ₀ R ₁ P ₁ }/{2R ₁ R ₀ P ₁ - g ₁ R ₀ };

D Y ₄ = D Y ₃ ; and

D Y ₁ = D P - D Y ₂ - D Y ₃ - D Y ₄ .

REMIC I Realized Losses : Realized Losses on Mortgage Loans shall be allocated to the REMIC I Regular Interests as follows:

(a) the interest portion of such Realized Losses, if any, shall be allocated among REMIC I Regular Interests LT1, LT2, LT4 pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof;

(b) any interest portion of such Realized Losses in excess of the amount allocated pursuant to clause (a) of this definition shall be treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan and allocated pursuant to clause (c) of this definition; and

(c) the principal portion of such Realized Losses shall be allocated first to REMIC I Regular Interests LT2, LT3 and LT4 pro-rata according to their respective REMIC I Principal Reduction Amounts to the extent thereof in reduction of the Uncertificated Principal Balance thereof and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the REMIC I Regular Interest LT1 in reduction of the Uncertificated Principal Balance thereof.

REMIC I Regular Interest : Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. Each REMIC I Regular Interest shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto.

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REMIC I Regular Interest LT1 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. REMIC I Regular Interest LT1 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest LT1 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC I Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC I Regular Interest LT1 on such Distribution Date.

REMIC I Regular Interest LT2 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. REMIC I Regular Interest LT2 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest LT2 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC I Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC I Regular Interest LT2 on such Distribution Date.

REMIC I Regular Interest LT3 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. REMIC I Regular Interest LT3 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest LT3 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC I Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC I Regular Interest LT3 on such Distribution Date.

REMIC I Regular Interest LT4 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I and held as an asset of REMIC II. REMIC I Regular Interest LT4 shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

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REMIC I Regular Interest LT4 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC I Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC I Regular Interest LT4 on such Distribution 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.

REMIC II : The segregated pool of assets described in Section 4.07(b)(ii), which shall be a REMIC pursuant to the Code, with respect to which a separate REMIC election is to be made, and the beneficial interests in which shall be the REMIC II Regular Interests and Component II of the Class A-R Certificates.

REMIC II Available Distribution Amount : For any Distribution Date, the amounts deemed distributed with respect to the REMIC I Regular Interests pursuant to Section 4.07(c).

REMIC II Distribution Amount : For any Distribution Date, the REMIC II Available Distribution Amount shall be deemed distributed by REMIC II to Holders of the Certificates on account of the REMIC II Regular Interests and to the Class A-R Certificates in respect of Component II thereof, as follows: to each REMIC II Regular Interest in respect of accrued and unpaid interest thereon and the principal balance thereof, the amount distributed in respect of interest and principal on the Related Class or Classes of Certificates or Components, as applicable (with such amounts having the same character as interest or principal with respect to the REMIC II Regular Interest as they have with respect to such Certificates). Any remaining amount of the REMIC II Available Distribution Amount shall be distributed to Holders of the Class A-R Certificates in respect of Component II thereof.

REMIC II Interests : The REMIC II Regular Interests and Component II of the Class A-R Certificates.

REMIC II Realized Losses : Each REMIC II Regular Interest will be allocated those Realized Losses that are allocated to the Related Class of Certificates or Components, as applicable, in reduction of the interest or principal attributes thereof to the same extent that such Realized Losses reduced the corresponding attributes of such Related Certificates or Components, as applicable.

REMIC II Regular Interest : As defined in the Preliminary Statement hereto under “REMIC II.”

REMIC Regular Interest : Any of the REMIC I or REMIC II Regular Interests.

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.

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

Required 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.

Residual Distribution Amount : For any Distribution Date, with respect to the Component I of the Class A-R Certificate, any portion of the REMIC I Available Distribution Amount remaining after all distributions of the REMIC I Available Distribution Amount pursuant to the definition of “REMIC I Distribution Amount” (other than the distributions pursuant to the last clause thereof).

For any Distribution Date, with respect to Component II of the Class A-R Certificate, any portion of the REMIC II Available Distribution Amount remaining after all distributions of the REMIC II Available Distribution Amount pursuant to the definition of “REMIC II Distribution Amount” (other than the distributions pursuant to the last clause thereof).

Upon termination of the obligations created by this Agreement and liquidation of REMIC I and REMIC II, the amounts which remain on deposit in the Certificate Account after payment to the Holders of the REMIC I Regular Interests of the amounts set forth in Section 9.01 of this Agreement, and subject to the conditions set forth therein, shall be distributed to Components I and II of the Class A-R Certificate in accordance with the preceding sentences of this definition as if the date of such distribution were a Distribution Date.

Responsible Officer : When used with respect to the Trustee, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary 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(d).

Scheduled Payment : The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal 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.

Security Agreement : With respect to a Cooperative Loan, the agreement or mortgage creating a security interest in favor of the originator of the Cooperative Loan in the related Cooperative Shares.

Seller : Belvedere Trust Finance Corporation, a Delaware corporation, in its capacity as seller of the Mortgage Loans to the Depositor, and its successors in such capacity.

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Senior Certificates : As specified in the Preliminary Statement.

Senior Credit Support Depletion Date : With respect to the Senior Certificates, the first Distribution Date on which the aggregate Class Certificate Balance of the Subordinated Certificates has been reduced to zero.

Senior Percentage : As to any Distribution Date, the percentage equivalent of a fraction the numerator of which is the aggregate of the Class Certificate Balances of each Class of Senior Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate of the Class Certificate Balances of all Classes of Certificates immediately prior to such Distribution Date. In no event will the Senior Percentage be greater than 100%.

Senior Prepayment Percentage : As to any Distribution Date during the ten years beginning on the first Distribution Date, 100%. The Senior Prepayment Percentage for any 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 Senior Percentage plus 70% of the Subordinated Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the Senior Percentage plus 60% of the Subordinated Percentage for such Distribution Date; for any Distribution Date in the third year thereafter, the Senior Percentage plus 40% of the Subordinated Percentage for such Distribution Date; for any Distribution Date in the fourth year thereafter, the Senior Percentage plus 20% of the Subordinated Percentage for such Distribution Date; and for any Distribution Date thereafter, the Senior Percentage for such Distribution Date (unless on any Distribution Date the Senior Percentage exceeds the initial Senior Percentage as of the Closing Date, in which case the related Senior Prepayment Percentage for such Distribution Date will once again equal 100%). Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage will occur unless both of the Senior Step Down Conditions are satisfied. Notwithstanding the foregoing, if the Two Times Test is satisfied on a Distribution Date, the Senior Prepayment Percentage will equal, if such Distribution Date is (x) on or prior to the Distribution Date in December 2007, the Senior Percentage for such Distribution Date plus 50% of the Subordinated Percentage for that Distribution Date and (y) after the Distribution Date in December 2007, the Senior Percentage.

Senior Principal Distribution Amount : As to any Distribution Date, the sum of (i) the Senior Percentage of all amounts described in clauses (a) through (d) of the definition of “Principal Amount” for such Distribution Date, (ii) with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the lesser of the (x) 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) Senior Prepayment Percentage of the amount of the net Liquidation Proceeds allocable to principal received on the Mortgage Loan and (iii) the Senior Prepayment Percentage of the Net Prepayments for such Distribution Date.

Senior Step Down Conditions : As of the first Distribution Date as to which any decrease in the Senior Prepayment Percentage applies, (i) the aggregate Stated Principal Balance of all Mortgage Loans 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

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preceding six month period), as a percentage of the aggregate Class Certificate Balance of the Subordinated Certificates for such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses on all Mortgage Loans do not exceed: (a) for the Distribution Date on the tenth anniversary of the first Distribution Date, 30% of the Original Subordinate Principal Balance, (b) for the Distribution Date on the eleventh anniversary of the first Distribution Date, 35% of the Original Subordinate Principal Balance, (c) for the Distribution Date on the twelfth anniversary of the first Distribution Date, 40% of the Original Subordinate Principal Balance, (d) for the Distribution Date on the thirteenth anniversary of the first Distribution Date, 45% of the Original Subordinate Principal Balance and (e) for the Distribution Date on the fourteenth anniversary of the first Distribution Date, 50% of the Original Subordinate Principal Balance.

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 the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any expenses reimbursable to the Master Servicer pursuant to Section 3.11 and any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any REO Property and (iv) compliance with the obligations under Section 3.09.

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

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

(a) normal wear and tear;

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

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

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

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

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

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2. by military, naval or air forces; or

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

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

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

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

S&P or Standard & Poor’s : 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) after giving effect to any (i) previous partial Principal Prepayments and Liquidation Proceeds allocable to principal (other than with respect to any Liquidated Mortgage Loan), (ii) Subsequent Recoveries and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor and (iii) Deferred Interest added to the principal balance of that Mortgage Loan pursuant to the terms of the related Mortgage Note on or prior to that Due Date.

Streamlined Documentation Mortgage Loan : Any Mortgage Loan originated pursuant to Countrywide Home Loan Inc.’s Streamlined Loan Documentation Program then in effect.

Subordinated Certificates : As specified in the Preliminary Statement.

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

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

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Subordinated Principal Distribution Amount : With respect to any Distribution Date, an amount equal to the sum of: (i) the Subordinated Percentage of all amounts described in clauses (a) through (d) of the definition of “Principal Amount” for that Distribution Date, (ii) with respect to each Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the Liquidation Proceeds allocated to principal received with respect thereto remaining after application thereof pursuant to clause (ii) of the definition of “Senior Principal Distribution Amount,” up to the Subordinated Percentage of the Stated Principal Balance of that Mortgage Loan as of the Due Date in the month preceding the month of such Distribution Date, and (iii) the Subordinated Prepayment Percentage of the Net Prepayments for such Distribution Date.

Subsequent Recoveries : As to any Distribution Date, with respect to a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar month, unexpected amounts received by the Master Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.08) 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 Depositor for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit M, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not more than 10% less than the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not more than six months less than that of) the Deleted Mortgage Loan; (v) have a Maximum Mortgage Rate no lower than and not more than 1% per annum higher 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, Maximum Negative Amortization, Periodic Rate Cap, payment cap and reset provisions 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(b).

Tax Matters Person : The person designated as “tax matters person” in the manner provided under Treasury Regulation § 1.860F-4(d) and temporary Treasury Regulation § 301.6231(a)(7)-1T. The Holder of the largest percentage interest in the Class A-R Certificates shall be the Tax Matters Person for each REMIC formed hereunder, as more particularly set forth in Section 8.11. The Trustee, or any successor thereto or assignee thereof shall serve as tax administrator hereunder and as agent for the related Tax Matters Person.

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

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

Transferor : Countrywide Home Loans, Inc.

Treasury Regulations : Regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary Treasury Regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

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, the Capitalized Interest Account, the Carryover Reserve Fund and the Yield Maintenance Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (iii) property that secured a Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) all the right, title and interest of the Seller (but none of its obligations) in, to and under the Purchase Agreement pursuant to the Countrywide Acknowledgement in respect of the Mortgage Loans; (v) all the right, title and interest of the Depositor (but none of its obligations) in, to and under the Mortgage Loan Purchase Agreement; (vi) all all the right, title and interest of the Depositor (but none of its obligations) in, to and under the Yield Maintenance Agreement pursuant to the Assignment Agreement; and (vii) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing.

Trustee : The Bank of New York, as trustee hereunder, and its successors in such capacity.

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, the per annum rate agreed upon in writing on or prior to the Closing Date by the Trustee and the Depositor.

Two Times Test : As to any Distribution Date and the Subordinated Certificates, if the (i) Subordinated Percentage for the Subordinated Certificates is at least 200% of the Subordinated Percentage as of the Closing Date, (ii) outstanding aggregate Stated Principal Balance of all Mortgage Loans 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), as a percentage of the aggregate Class Certificate Balance of the Subordinated Certificates does not equal or exceed 50% and

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(iii) cumulative Realized Losses on all the Mortgage Loans do not exceed, with respect to any Distribution Date (x) on or prior to December 2007, 20% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing Date or (y) after December 2007, 30% of the aggregate Class Certificate Balance of the Subordinated Certificates as of the Closing Date.

UCC : means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction.

Uncertificated Accrued Interest : With respect to each REMIC Regular Interest (other than REMIC II Regular Interests) on each Distribution Date, an amount equal to one month’s interest at the Uncertificated REMIC I Pass-Through Rate on the Uncertificated Principal Balance of such REMIC Regular Interest. Uncertificated Accrued Interest for such Regular Interests shall accrue on the basis of [a 360-day year consisting of twelve 30-day months]. In each case, for purposes of the distributions, Uncertificated Accrued Interest will be reduced by the interest portion of any Realized Losses allocated, with respect to the REMIC I Regular Interests, to such REMIC Regular Interests pursuant to the definition of REMIC I Realized Losses and by Net Prepayment Interest Shortfalls.

Uncertificated Principal Balance : The principal amount of any REMIC I Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC I Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its Initial Uncertificated Principal Balance under “REMIC I”. On each Distribution Date, the Uncertificated Principal Balance of each REMIC I Regular Interest shall be reduced by the sum of the (i) principal portion of Realized Losses allocated to the REMIC I Regular Interests in accordance with the definition of REMIC I Realized Loss and (ii) amounts deemed distributed on each Distribution Date in respect of principal on the REMIC I Regular Interests pursuant to Section 4.07(c).

Uncertificated REMIC I Pass-Through Rate : For any REMIC I Regular Interest, the per annum rate set forth or calculated in the manner described in the Preliminary Statement under “REMIC I”.

Underwriter’s Exemption : Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002) or any substantially similar administrative exemption granted by the United States Department of Labor.

United States : means the United States of America.

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 the Class X Certificates, if any (such Voting Rights to be allocated among the holders of Certificates of each such Class in accordance with their respective Percentage Interests), and (b) the remaining Voting Rights (or 100% of the Voting Rights if there is no Class X Certificate) shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Balances of their respective Certificates on such date.

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Weighted Average Adjusted Net Mortgage Rate : As to any Distribution Date, the average of the Adjusted Net Mortgage Rate of each Mortgage Loan, weighted on the basis of its Stated Principal Balance as of the end of the Prepayment Period related to the immediately preceding Distribution Date.

Yield Maintenance Account : The separate trust account maintained and held by the Trustee pursuant to Section 3.05(e), which account shall bear a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the trust on behalf of the Class A and Class X Certificateholders, and which account provides that the Trustee may make, or cause to be made, withdrawals therefrom in accordance with Section 3.05(e).

Yield Maintenance Agreement : The transactions evidenced by the Assignment Agreement, together with the related Confirmation, dated as of December 17, 2004, and any other related documents thereto, which shall be an asset of the Trust Fund.

Yield Maintenance Available Payment Amount : For any Distribution Date from and including February 2005 to and including July 2015, the lesser of (i) the amounts received by the Trustee pursuant to the Yield Maintenance Agreement for such Distribution Date and deposited by the Trustee into the Yield Maintenance Account in accordance with Section 3.05(e) and (ii) the product of (a) a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 360, (b) the excess, if any, of (x) LIBOR, subject to a maximum of 10.50%, over (y) the related Cap Strike Rate and (c) the product of 100 and the related Yield Maintenance Notional Balance for such Distribution Date.

Yield Maintenance Notional Balance : For any Distribution Date from and including February 2005 to and including July 2015, the corresponding amount listed for such Distribution Date in Annex III of the Prospectus Supplement. After the Distribution Date in July 2015, the Yield Maintenance Notional Balance will be equal to zero and the Yield Maintenance Agreement shall terminate.

Yield Maintenance Payment : For any Class of Class A Certificates and for any Distribution Date from and including February 2005 to and including July 2015, the lesser of (i) the Carryover Shortfall Amount for such Class for such Distribution Date and (ii) such Class’ pro rata share of the Yield Maintenance Available Payment Amount for such Distribution Date (such pro rata share calculated based on an allocation of such Yield Maintenance Available Payment Amount among the Classes of Class A Certificates pro rata according to Carryover Shortfall Amount).

For the Class X IO Component for any Distribution Date from and including February 2005 to and including July 2015, the sum of the excess, if any, of (i) the (a) Yield Maintenance Available Payment Amount for such Distribution Date over (b) aggregate of the Yield Maintenance Payments for the Class A Certificates for such Distribution Date and (ii) the (a) amounts received by the Trustee pursuant to the Yield Maintenance Agreement for such Distribution Date and deposited by the Trustee into the Yield Maintenance Account in accordance with Section 3.05(e) over (b) Yield Maintenance Available Payment Amount for such Distribution Date.

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SECTION 1.02. Interpretive Provisions . With respect to all terms in this Agreement, unless the context otherwise requires: (i) a term has the meaning assigned to it; (ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time in the United States; (iii) “or” is not exclusive; (iv) “including” means including without limitation; (v) words in the singular include the plural, and words in the plural include the singular; (vi) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vii) references to a Person are also to its successors and permitted assigns; (viii) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ix) references contained in this Agreement to Section, Schedule and Exhibit, as applicable, are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; (x) references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; and (xi) the term “proceeds” has the meaning set forth in the UCC.

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ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

SECTION 2.01. Conveyance of Mortgage Loans

(a) The Depositor, concurrently with the execution and delivery of this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee, without recourse, the following property (collectively, the “ Conveyed Assets ”) all the right, title and interest of the Depositor (i) in and to the Mortgage Loans (including the related Mortgage Notes and Mortgages), including all interest and principal received or receivable by the Depositor on or with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date, and including any REO Property with respect to any such Mortgage Loan, (ii) (but none of its obligations) in, to and under the Mortgage Loan Purchase Agreement and (iii) (but none of its obligations) in, to and under the Purchase Agreement pursuant to the Countrywide Acknowledgement in respect of the Mortgage Loans. On or prior to the Closing Date, the Depositor shall deliver to the Trustee, the Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage Loans, such delivery may take place within 30 days following the Closing Date). Such delivery of the Mortgage Files shall be made against delivery by the Trustee of the Certificates to the Depositor or its designee. With respect to any Mortgage Loan that does not have a first payment date on or before the Due Date in the month of the first Distribution Date, the Depositor shall cause to be deposited into the Distribution Account on or before the Distribution Account Deposit Date relating to the applicable Distribution Date, an amount equal to one month’s interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such Mortgage Loan.

(b) The Depositor further sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund together with the Depositor’s right to require the Seller to cure any breach of a representation or warranty made in the Mortgage Loan Purchase Agreement by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance therewith.

(c) In connection with the transfer and assignment set forth in clause (a) and (b) above, the Depositor has delivered or caused to be delivered to the Trustee (or, in the case of the Delay Delivery Mortgage Loans, the Depositor will cause the Seller or the Transferor to deliver or cause to be delivered to the Trustee within 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

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such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); or

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

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

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

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

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

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

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

(B) The executed Security Agreement;

(C) The executed Proprietary Lease;

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(D) The executed Recognition Agreement;

(E) The UCC financing statement with evidence of filing thereon which has been filed in all places required to perfect the Seller’s interest in the Coop Shares and the Proprietary Lease; and

(F) The UCC financing statements evidencing a complete and unbroken line of assignments of the financing statement described in clause (E) above from the mortgagee to the Trustee with evidence of filing thereon (or in a form suitable for filing).

In addition, in connection with the assignment of any MERS Mortgage Loan, the Depositor agrees that it will use its best reasonable efforts to cause, at the Trustee’s expense, the MERS ^® System to indicate that such Mortgage Loans have been assigned by the Transferor to the Seller in accordance with the Purchase Agreement, by the Seller to the Depositor in accordance with the Mortgage Loan Purchase Agreement and by the Depositor 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. The Depositor further agrees that it will not and the Master Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

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

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documents required to be delivered by the Depositor to the Trustee, the Depositor shall forward or cause to be forwarded all such documents to the Trustee. In the event that the original Mortgage is not delivered and in connection with the payment in full of the related Mortgage Loan and the public recording office requires the presentation of a “lost instruments affidavit and indemnity” or any equivalent document, because only a copy of the Mortgage can be delivered with the instrument of satisfaction or reconveyance, the Master Servicer shall execute and deliver or cause to be executed and delivered such a document to the public recording office. In the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, the Depositor 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 30 days after such transfer and assignment, the Trustee shall at the expense of the Depositor (i) as the assignee thereof, affix the following language to each assignment of Mortgage: “BellaVista Series 2004-2, The Bank of New York as trustee”, (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records and (iii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Trustee has not received the information required to prepare such assignment in recordable form, the Trustee’s obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event within 30 days after receipt thereof and that the Trustee need not cause to be recorded any assignment which relates to a Mortgage Loan (a) the Mortgaged Property and Mortgage File relating to which are located in California or (b) in any other jurisdiction (including Puerto Rico) under the laws of which in the opinion of counsel provided by the Depositor to the Trustee, the recordation of such assignment is not necessary to protect the Trustee’s and the Certificateholders’ interest in the related Mortgage Loan.

In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the Depositor, in lieu of delivering or causing to be delivered 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 30 days after the Closing Date with respect to the Mortgage Loans, the Depositor shall deliver, or cause to be delivered, to the Trustee the Mortgage File as required pursuant to this Section 2.01 for each Delay Delivery Mortgage Loan. If the Depositor fails to deliver, or cause to be delivered, a Mortgage File for any Delay Delivery Mortgage Loan within the 30-day period provided for in the prior sentence, the Depositor shall cause the Seller or the Transferor to (i) substitute a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (ii) 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 the cure period provided for in Section 2.02 or Section 2.03 shall not apply to the initial delivery of the Mortgage File for such Delay Delivery Mortgage Loan, but rather the Depositor shall have five Business Days to cure such failure to deliver. At the end of such 30-day period the Trustee shall send a Delay Delivery Certification for the Delay Delivery Mortgage Loans delivered during such 30-day period in accordance with the provisions of Section 2.02.

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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 and the Master Servicer an Initial Certification. 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 30 ^th day after the Closing Date, the Trustee shall deliver to the Depositor and the Master Servicer 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 and the Master Servicer 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.

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 any (i) 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) assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Depositor shall cause the Seller or the Transferor to promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the Seller or the Transferor does not correct or cure such defect within such period, the Depositor shall cause the Seller or the Transferor to either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days from the date the Seller or the relevant Transferor 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

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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, the Depositor, the Transferor or the Seller and the Trustee over the location or status of the recorded document, then such substitution or purchase shall occur within 720 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (x) that has not been returned by the appropriate recording office or (y) 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 the Depositor 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, the Trustee shall release the related Mortgage File to the Depositor or its designee and shall execute and deliver at the Depositor’s request such instruments of transfer or assignment prepared by the Depositor, in each case without recourse, as shall be necessary to vest in the Depositor or its designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Depositor repurchases, or causes to be repurchased, a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either cause MERS to (i) execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Depositor, 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) designate on the MERS ^® System the Depositor, or its designee, as applicable, as the beneficial holder of such Mortgage Loan.

(b) 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.

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

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SECTION 2.03. Representations, Warranties and Covenants of the Master Servicer and Breach of Representations under Mortgage Loan Purchase Agreement or Purchase Agreement .

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

(b) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by the Seller pursuant to the Mortgage Loan Purchase Agreement or a breach of a representation or warranty made by the Transferor in the Purchase Agreement that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties, the Seller and the Transferor. Within 90 days of the earlier of the Depositor’s discovery or the Depositor’s receipt of written notice from any party of a breach of any representation or warranty referred to in the preceding sentence that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Depositor shall cause the Seller or the Transferor to cure such breach in all material respects, and if such breach is not so cured, the Depositor shall cause the Seller or the Transferor to (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.

If the Depositor fails to take any action in accordance with the preceding paragraph after the Depositor has been notified of a breach of a representation or warranty that any of the Depositor, the Seller or the Transferor has made that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Trustee shall pursue any remedies available to it against the Depositor, the Seller or the Transferor, as applicable. The Depositor shall promptly reimburse the Trustee and the Master Servicer for any expenses reasonably incurred by the Trustee or the Master Servicer in respect of enforcing the remedies for such breach.

With respect to any Substitute Mortgage Loan or Loans, the Depositor shall cause the Seller or the Transferor to 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 Depositor on the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the monthly payment due

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on any Deleted Mortgage Loan for such month and thereafter the Depositor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan 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 Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and warranties made pursuant to Section 2.04 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 Depositor and shall execute and deliver at the Depositor’s direction such instruments of transfer or assignment prepared by the Depositor, in each case without recourse, as shall be necessary to vest title in the Depositor or, at the direction of the Depositor, the Seller, the Transferor, or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

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

In the event that the Seller or the Transferor shall have repurchased a Mortgage Loan, the Depositor shall cause the Purchase Price therefor to be deposited in the Certificate Account pursuant to Section 3.05 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Seller or the Transferor, as applicable, became obligated under the Mortgage Loan Purchase Agreement or under the Purchase Agreement, as applicable, to repurchase or replace (or cause the repurchase or replacement of) 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, 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 the Depositor to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against the Depositor respecting such breach available to Certificateholders or the Trustee on their behalf.

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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.

Notwithstanding anything to the contrary in this Agreement, with respect to any action which this Agreement provides shall be taken by the Seller or the Transferor and which the Seller or the Transferor is obligated to take under the Mortgage Loan Purchase Agreement or the Purchase Agreement, as applicable, the Master Servicer shall use its best reasonable efforts to cause the Transferor to take such action and the Depositor shall have no obligation or responsibility whatsoever either to take such action or to use any efforts to cause the Transferor to take such action and in no event shall the Depositor be obligated to take any action that is an obligation of the Transferor under the Purchase Agreement. All action taken by the Master Servicer pursuant to the preceding sentence shall be at its own expense.

If the Master Servicer fails to enforce any obligation of the Transferor under the Purchase Agreement, the Trustee shall pursue any remedies available to it against the Transferor, and the Master Servicer shall promptly reimburse the Trustee for any expenses reasonably incurred by the Trustee in respect of taking such action.

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

The Depositor hereby represents and warrants to the Trustee (i) with respect to each Mortgage Loan that immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee pursuant to this Agreement, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, defenses or counterclaims and (ii) that the Seller made the representations and warranties set forth on Shcedule III.

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

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

(a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Depositor delivers, or causes to be delivered, 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 Day, 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.

(b) Upon discovery by the Depositor, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of

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Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Depositor, or the Seller or the Transferor at the direction of the Depositor, to either (i) substitute if the conditions in Section 2.03(b) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Depositor, or the Seller or the Transferor, at the direction of the Depositor, 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.

If the Depositor, the Seller or the Transferor fails to take any action after it has received notice in accordance with the preceding paragraph, the Trustee shall pursue any remedies available to it against the Depositor, the Seller or the Transferor, as applicable. The Depositor shall promptly reimburse the Trustee for any expenses reasonably incurred by the Trustee in respect of enforcing the remedies for such breach.

SECTION 2.06. Execution and Delivery of Certificates .

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

SECTION 2.07. Covenants of the Master Servicer .

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

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

(b) no written information, certificate of an officer, statement or report 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.

SECTION 2.08. Additional Representations of Depositor .

The Depositor hereby represents and warrants to the Trustee that as of the Closing Date:

(a) this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor;

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(b) the Mortgage Notes constitute “promissory notes” within the meaning of the applicable UCC;

(c) the Depositor owns and has good and marketable title to the Mortgage Loans free and clear of any lien of any Person;

(d) the Depositor will cause to be filed all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Mortgage Loans hereunder;

(e) other than the conveyance 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 any security interest that has been terminated; and the Depositor is not aware of any judgment or tax lien filings against the Depositor;

(f) none of the Mortgage Notes have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee, except for any (i) endorsements that are part of a complete chain of endorsements from the originator of the Mortgage Notes to the Trustee and (ii) marks or notations pertaining to liens that have been terminated or released; and

(g) none of the provisions of this Section 2.08 shall be waived without the prior written confirmation from Standard & Poor’s that such waiver shall not result in a reduction or withdrawal of the then-current rating of the Certificates.

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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 or through Subservicers as provided in Section 3.02, subject to the terms of this Agreement to (i) execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) 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) collect any Insurance Proceeds and other Liquidation Proceeds (which for the purpose of this Section 3.01 includes any Subsequent Recoveries) and (iv) 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 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 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, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.08. The costs incurred by the Master Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of 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.

(c) Upon the direction of the Master Servicer, the Trustee shall cooperate with any Subservicer in the manner so directed by the Master Servicer; provided , however , that the Trustee shall be under no obligation to take any action or cooperate in any manner with a Subservicer if the Trustee does not have an obligation to take such action or cooperate in such manner with respect to the Master Servicer pursuant to the express terms of this Agreement.

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

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defaulted obligation of the Master Servicer hereunder and in connection with any such defaulted obligation to exercise the related rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. Neither the Trustee nor the Depositor shall have any responsibility or liability for any action or failure to act by the Master Servicer nor shall the Trustee or the Depositor be obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

SECTION 3.04. Trustee to Act as Master Servicer .

In the event that the Master Servicer shall for any reason no longer be the Master Servicer hereunder (including by reason of an Event of Default), the Trustee 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 repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or Section 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), the Trustee 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; Carryover Reserve Fund; Capitalized Interest Account; Yield Maintenance Account; Distribution Account .

(a) The Master Servicer shall make reasonable efforts in accordance with the customary and usual standards of practice of prudent mortgage servicers to collect all payments called for under the terms and provisions of the Mortgage Loans to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Required Insurance Policy. Consistent with the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge or any prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the due dates for payments due on a Mortgage Note for a period not greater than 180 days; provided , however , that the Master Servicer shall not extend the maturity of any such Mortgage Loan past the date on which the final payment is due on the latest maturing Mortgage Loan as of the Cut-off Date. In the event of any such arrangement, the Master Servicer shall make Advances on the related Mortgage Loan in accordance with the provisions of Section 4.01 during the scheduled period in accordance with

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the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements. The Master Servicer shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law.

(b) On or prior to the Closing Date, the Master Servicer shall establish and maintain a Certificate Account into which the Master Servicer shall deposit or cause to be deposited no later than two Business Days after receipt (or, if the current long-term credit rating of Countrywide Home Loans, Inc. is reduced below “A-” by S&P or “A3” by Moody’s, the Master Servicer shall deposit or cause to be deposited on a daily basis within one Business Day of receipt), except as otherwise specifically provided 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;

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

(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(g) in connection with any losses on Permitted Investments;

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

(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 penalties, late payment charges or assumption fees, if collected, need not be remitted by the Master Servicer. In the event that the Master Servicer shall remit any amount not required to be remitted, it may at any time withdraw or direct the institution maintaining the Certificate Account to withdraw such amount from the Certificate Account, any provision 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) On or prior to the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the LIBOR Certificates and the Class X Certificates, the Carryover Reserve Fund and shall deposit $1,000 therein upon receipt from or on behalf of the Depositor of such amount. All funds on deposit in the Carryover Reserve Fund shall (i) be held separate and apart from, and shall not be commingled with, any other monies, including other monies held by the Trustee pursuant to this Agreement and (ii) remain uninvested.

On each Distribution Date, the Trustee shall deposit into the Carryover Reserve Fund all amounts otherwise distributable to the Class X Certificates with respect to the Class X IO Component on such Distribution Date. The Trustee shall make withdrawals from the Carryover Reserve Fund to make distributions pursuant to Section 4.02(a)(4) exclusively (other than as expressly provided for in Section 3.08). Upon the earlier of the (i) retirement of the LIBOR Certificates and the Class X Certificate and (ii) termination of the Trust Fund in accordance with Section 9.01 or Section 9.02, the Trustee shall distribute all monies on deposit in the Carryover Reserve Fund to the Holder of the Class X Certificate.

(d) On or prior to the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the LIBOR Certificates, the Capitalized Interest Account and shall deposit the Capitalized Interest Account Initial Deposit therein upon receipt from or on behalf of the Depositor of such amount. All funds on deposit in the Capitalized Interest Account shall (i) be held separate and apart from, and shall not be commingled with, any other monies, including other monies held by the Trustee pursuant to this Agreement and (ii) remain uninvested.

On the first Distribution Date, the Trustee shall deposit all amounts on deposit in the Capitalized Interest Account into the Distribution Account to be included in the Available Funds distributed to the LIBOR Certificates on such Distribution Date.

(e) On or prior to the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A and the Class X Certificates, the Yield Maintenance Account and shall deposit in such account all amounts distributed pursuant to the Yield Maintenance Agreement. All funds on deposit in the Yield Maintenance Account shall (i) be held separate and apart from, and shall not be commingled with, any other monies, including other monies held by the Trustee pursuant to this Agreement and (ii) remain uninvested [and held in a non-interest-bearing account].

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On each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account the amounts on deposit therein, and deposit such amounts in the Distribution Account for payment to the Class A Certificates and the Class X IO Component pursuant to Section 4.02(a)(3).

To the extent that it constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the Holder of the Class X Certificates, and the Holder of the Class X Certificates shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Holder of the Class X Certificates.

(f) On or prior to the Closing Date, 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(g) 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.

(g) 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, in the case of the (i) Certificate Account, the second Business Day next preceding the related Distribution Account Deposit Date (except that if such Permitted Investment is an obligation of the institution that maintains such account, then such Permitted Investment shall mature not later than the Business Day next preceding such Distribution Account Deposit Date) and (ii) Distribution Account, the Business Day next preceding the Distribution Date (except that if such Permitted Investment is an

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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.

(h) The Master Servicer shall give notice to the Trustee, 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 Rating Agency and the Depositor of any proposed change of the location of the Distribution Account, the Carryover Reserve Fund, the Capitalized Interest Account or the Yield Maintenance Account prior to any change thereof.

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

(a) To the extent required by the related Mortgage Note and not violative of current law, the Master Servicer shall establish and maintain one or more accounts (each, an “ Escrow Account ”) and deposit and retain 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 which such payment is intended is due, but the Maste