POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Bank of New York, 101 Barclay Street, 8W, New York, New | Countrywide Financial Corporation | COUNTRYWIDE GP, INC | COUNTRYWIDE HOME LOANS SERVICING LP | Countrywide, Countrywide Home Loans, Inc | Depositor, CWMBS, Inc | Park Granada LLC | Securities Group, CWMBS, Inc

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 1/24/2005

POOLING AND SERVICING AGREEMENT, Parties: bank of new york 101 barclay street 8w new york new , countrywide financial corporation , countrywide gp inc , countrywide home loans servicing lp , countrywide countrywide home loans inc , depositor cwmbs inc , park granada llc , securities group cwmbs inc

EXHIBIT 99.1

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<PAGE>

EXECUTION COPY

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

CWMBS, INC.,

Depositor

COUNTRYWIDE HOME LOANS, INC.,

Seller

PARK GRANADA LLC,

Seller

COUNTRYWIDE HOME LOANS SERVICING LP,

Master Servicer

and

THE BANK OF NEW YORK,

Trustee

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

POOLING AND SERVICING AGREEMENT

Dated as of August 1, 2004

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

CHL MORTGAGE PASS-THROUGH TRUST 2004-20

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-20

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

<PAGE>

<TABLE>

Table of Contents

Page

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ARTICLE I

DEFINITIONS

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

SECTION 2.01. Conveyance of Mortgage Loans......................................................37

SECTION 2.02. Acceptance by Trustee of the Mortgage Loans.......................................41

SECTION 2.03. Representations, Warranties and Covenants of the Sellers and Master

Servicer..........................................................................43

SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage Loans..........45

SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions...................45

SECTION 2.06. Execution and Delivery of Certificates............................................46

SECTION 2.07. REMIC Matters.....................................................................46

SECTION 2.08. Covenants of the Master Servicer..................................................46

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 3.01. Master Servicer to Service Mortgage Loans.........................................47

SECTION 3.02. Subservicing; Enforcement of the Obligations of Servicers.........................48

SECTION 3.03. Rights of the Depositor and the Trustee in Respect of the Master Servicer.........48

SECTION 3.04. Trustee to Act as Master Servicer.................................................49

SECTION 3.05. Collection of Mortgage Loan Payments; Certificate Account; Distribution

Account; Capitalized Interest Account; Carryover Reserve Fund; Class

1-A-1 Reserve Fund................................................................49

SECTION 3.06. Collection of Taxes, Assessments and Similar Items; Escrow Accounts...............53

SECTION 3.07. Access to Certain Documentation and Information Regarding the Mortgage

Loans.............................................................................53

SECTION 3.08. Permitted Withdrawals from the Certificate Account; the Distribution

Account; the Carryover Reserve Fund; and the Class 1-A-1 Reserve Fund.............54

SECTION 3.09. Maintenance of Hazard Insurance; Maintenance of Primary Insurance

Policies..........................................................................56

SECTION 3.10. Enforcement of Due-on-Sale Clauses; Assumption Agreements.........................57

SECTION 3.11. Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage

Loans.............................................................................59

<PAGE>

SECTION 3.12. Trustee to Cooperate; Release of Mortgage Files...................................62

SECTION 3.13. Documents, Records and Funds in Possession of Master Servicer to be Held

for the Trustee...................................................................63

SECTION 3.14. Servicing Compensation............................................................63

SECTION 3.15. Access to Certain Documentation...................................................64

SECTION 3.16. Annual Statement as to Compliance.................................................64

SECTION 3.17. Annual Independent Public Accountants' Servicing Statement; Financial

Statements........................................................................64

SECTION 3.18. Errors and Omissions Insurance; Fidelity Bonds....................................65

SECTION 3.19. Notification of Adjustments.......................................................65

SECTION 3.20. Cap Contract......................................................................65

ARTICLE IV

DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

SECTION 4.01. Advances..........................................................................67

SECTION 4.02. Priorities of Distribution........................................................68

SECTION 4.03. Allocation of Net Deferred Interest...............................................73

SECTION 4.04. Allocation of Realized Losses.....................................................74

SECTION 4.05. Cross-Collateralization; Adjustments to Available Funds...........................75

SECTION 4.06. Monthly Statements to Certificateholders..........................................76

SECTION 4.07. [Reserved]........................................................................79

SECTION 4.08. Determination of Pass-Through Rates for LIBOR Certificates........................79

SECTION 4.09. Distributions from Payments Pursuant to the Cap Contract..........................79

ARTICLE V

THE CERTIFICATES

SECTION 5.01. The Certificates..................................................................82

SECTION 5.02. Certificate Register; Registration of Transfer and Exchange of

Certificates......................................................................82

SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.................................87

SECTION 5.04. Persons Deemed Owners.............................................................87

SECTION 5.05. Access to List of Certificateholders' Names and Addresses.........................87

SECTION 5.06. Maintenance of Office or Agency...................................................88

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

SECTION 6.01. Respective Liabilities of the Depositor and the Master Servicer...................89

SECTION 6.02. Merger or Consolidation of the Depositor or the Master Servicer...................89

SECTION 6.03. Limitation on Liability of the Depositor, the Sellers, the Master

Servicer and Others...............................................................89

SECTION 6.04. Limitation on Resignation of Master Servicer......................................90

<PAGE>

ARTICLE VII

DEFAULT

SECTION 7.01. Events of Default.................................................................91

SECTION 7.02. Trustee to Act; Appointment of Successor..........................................92

SECTION 7.03. Notification to Certificateholders................................................94

ARTICLE VIII

CONCERNING THE TRUSTEE

SECTION 8.01. Duties of Trustee.................................................................95

SECTION 8.02. Certain Matters Affecting the Trustee.............................................96

SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans.............................97

SECTION 8.04. Trustee May Own Certificates......................................................97

SECTION 8.05. Trustee's Fees and Expenses.......................................................97

SECTION 8.06. Eligibility Requirements for Trustee..............................................98

SECTION 8.07. Resignation and Removal of Trustee................................................98

SECTION 8.08. Successor Trustee.................................................................99

SECTION 8.09. Merger or Consolidation of Trustee................................................99

SECTION 8.10. Appointment of Co-Trustee or Separate Trustee....................................100

SECTION 8.11. Tax Matters......................................................................101

ARTICLE IX

TERMINATION

SECTION 9.01. Termination upon Liquidation or Purchase of All Mortgage Loans...................104

SECTION 9.02. Final Distribution on the Certificates...........................................104

SECTION 9.03. Additional Termination Requirements..............................................105

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.01. Amendment........................................................................107

SECTION 10.02. Recordation of Agreement; Counterparts...........................................108

SECTION 10.03. Governing Law....................................................................109

SECTION 10.04. Intention of Parties.............................................................109

SECTION 10.05. Notices..........................................................................109

SECTION 10.06. Severability of Provisions.......................................................110

SECTION 10.07. Assignment.......................................................................111

SECTION 10.08. Limitation on Rights of Certificateholders.......................................111

SECTION 10.09. Inspection and Audit Rights......................................................111

SECTION 10.10. Certificates Nonassessable and Fully Paid........................................112

SECTION 10.11. [Reserved].......................................................................112

SECTION 10.12. Protection of Assets.............................................................112

</TABLE>

iii

<PAGE>

<TABLE>

SCHEDULES

Schedule I: Mortgage Loan Schedule.............................................................S-I-1

Schedule II-A: Representations and Warranties of Countrywide...................................S-II-A-1

Schedule II-B: Representations and Warranties of Park Granada..................................S-II-B-1

Schedule III-A: Representations and Warranties of Countrywide as to all

of the Mortgage Loans..........................................................S-III-A-1

Schedule III-B: Representations and Warranties of Countrywide as to the

Countrywide Mortgage Loans.....................................................S-III-B-1

Schedule III-C: Representations and Warranties of Park Granada as to the

Park Granada Mortgage Loans....................................................S-III-C-1

Schedule IV: Representations and Warranties of the Master Servicer.............................S-IV-1

Schedule V: Principal Balance Schedules [if applicable]........................................S-V-1

Schedule VI: Form of Monthly Master Servicer Report............................................S-VI-1

EXHIBITS

Exhibit A: Form of Senior Certificate (excluding Notional Amount Certificates, if any)..........A-1

Exhibit B: Form of Subordinated Certificate.....................................................B-1

Exhibit C: Form of Class A-R Certificates (if any)..............................................C-1

Exhibit D: Form of Notional Amount Certificate..................................................D-1

Exhibit E: Form of Reverse of Certificates......................................................E-1

Exhibit F: Form of Initial Certification of Trustee ............................................F-1

Exhibit G: Form of Delay Delivery Certification of Trustee .....................................G-1

Exhibit H: Form of Final Certification of Trustee...............................................H-1

Exhibit I: Form of Transfer Affidavit...........................................................I-1

Exhibit J-1: Form of Transferor Certificate (Residual)............................................J-1

Exhibit J-2: Form of Transferor Certificate (Private).............................................J-2

Exhibit K: Form of Investment Letter [Non-Rule 144A]............................................K-1

Exhibit L: Form of Rule 144A Letter.............................................................L-1

Exhibit M: Form of Request for Release (for Trustee)............................................M-1

Exhibit N: Form of Request for Release of Documents (Mortgage Loan) Paid in Full,

Repurchased and Replaced)............................................................N-1

Exhibit O: [Reserved]...........................................................................O-1

Exhibit P: [Reserved]...........................................................................P-1

Exhibit Q: Standard & Poor's LEVELS(R) Version 5.6 Glossary Revised, Appendix E...................Q-1

Exhibit R: Form of Cap Contract.................................................................R-1

Exhibit S: Form of Novation Agreement...........................................................S-1

</TABLE>

<PAGE>

THIS POOLING AND SERVICING AGREEMENT, dated as of August 1, 2004,

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

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

seller (a "Seller"), PARK GRANADA LLC ("Park Granada"), a Delaware limited

liability company, as a seller (a "Seller"), COUNTRYWIDE HOME LOANS SERVICING

LP, a Texas limited partnership, as master servicer (the "Master Servicer"),

and THE BANK OF NEW YORK, a banking corporation organized under the laws of

the State of New York, as trustee (the "Trustee").

WITNESSETH THAT

In consideration of the mutual agreements contained in this

Agreement, the parties to this Agreement agree as follows:

PRELIMINARY STATEMENT

The Depositor is the owner of the Trust Fund that is hereby conveyed

to the Trustee in return for the Certificates. As provided herein, the Trustee

will elect that the Trust Fund, other than the Capitalized Interest Account,

the Cap Contract, the Carryover Reserve Fund and the Class 1-A-1 Reserve Fund,

be treated for federal income tax purposes as comprising three real estate

mortgage investment conduits (each a "REMIC" or, in the alternative, the

"Lower Tier REMIC," the "Middle Tier REMIC" and the "Master REMIC,"

respectively). The Lower Tier REMIC will hold as assets all property of the

Trust Fund, other than the Capitalized Interest Account, the Cap Contract, the

Carryover Reserve Fund and the Class 1-A-1 Reserved Fund, and will be

evidenced by (i) the Lower Tier REMIC Regular Interests, which will be

uncertificated and will represent the "REMIC regular interests" in the Lower

Tier REMIC, and (ii) the Class LTR-A-R Interest, which will represent the

"REMIC residual interest" in the Lower Tier REMIC. The Middle Tier REMIC will

hold as assets the Lower Tier REMIC Regular Interests and will be evidenced

(i) by the Middle Tier REMIC Regular Interests, which will be uncertificated

and will represent the "REMIC regular interests" in the Middle Tier REMIC, and

(ii) the Class MTR-A-R Interest, which will represent the "REMIC residual

interest" in the Middle Tier REMIC. The Master REMIC will hold as assets the

Middle Tier REMIC Regular Interests and will be evidenced by the Certificates,

each of which (other than the Class A-R Certificate) will represent ownership

of one or more "REMIC regular interests" in the Master REMIC. The Class A-R

Certificate will represent ownership of the sole Class of "REMIC residual

interest" in each of the Lower Tier REMIC, the Middle Tier REMIC and the

Master REMIC. The latest possible maturity date, for federal income tax

purposes, of all REMIC regular interests created herein shall be the Latest

Possible Maturity Date.

<PAGE>

The following table specifies the Class designation, interest rate,

and principal amount for each Class of Lower Tier REMIC Interests:

<TABLE>

Corresponding Loan

Lower Tier REMIC Interests Initial Balance Pass-Through Rate Group

LT-1-A (0.9% of SP Gr. 1)................... (1) (2) 1

LT-1-B (0.1% of SP Gr. 1)................... (1) (2) 1

LT-1-C (Excess of Gr. 1).................... (1) (2) 1

LT-2-A (0.9% of SP Gr. 2)................... (1) (2) 2

LT-2-B (0.1% of SP Gr. 2)................... (1) (2) 2

LT-2-C (Excess of Gr. 2).................... (1) (2) 2

LT-3-A (0.9% of SP Gr. 3)................... (1) (2) 3

LT-3-B (0.1% of SP Gr. 3)................... (1) (2) 3

LT-3-C (Excess of Gr. 3).................... (1) (2) 3

LT-A-R...................................... (3) (3) N/A

</TABLE>

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(1) Each Class A Interest will have a principal balance initially equal

to 0.9% of the Subordinate Portion ("SP") of its Corresponding Loan

Group and each Class B Interest will have a principal balance

initially equal to 0.1% of the Subordinate Portion of its

Corresponding Loan Group. The initial principal balance of each Class

C Interest will equal the excess of its corresponding Loan Group over

the initial aggregate principal balances of the Class A and Class B

Interests corresponding to such Loan Group.

(2) A Rate equal to the the weighted average of the Adjusted Net Mortgage

Rates of the Mortgage Loans of the Corresponding Loan Group.

(3) The Class LT-A-R Interest is the sole Class of residual interest in

the Lower Tier REMIC. It has no principal balance and pays no

principal or interest.

On each Distribution Date, the Available Funds shall be distributed

with respect to the the Lower Tier REMIC Interests in the following manner:

(1) Interest. Interest is to be distributed with respect to each Lower

Tier REMIC Interest at the rate, or according to the formulas,

described above;

(2) Principal if no Cross-Over Situation Exists. If no Cross-Over

Situation exists with respect to any Class of Interests, then

Principal Amounts arising with respect to each Loan Group will be

allocated: first to cause the Loan Group's corresponding Class A and

Class B Interests to equal, respectively, 0.9% of the SP, 0.1% of the

SP and then to the Loan Group's corresponding Class C Interest;

(3) Principal if a Cross-Over Situation Exists. If a Cross-Over Situation

exists with respect to the Class A and Class B Interests then:

(a) if the Calculation Rate in respect of the outstanding Class

A and Class B Interests is less than the Subordinated

Weighted Average Rate, Principal Relocation Payments will be

made proportionately to the outstanding Class A Interests

prior to any other Principal Distributions from each such

Loan Group; and

<PAGE>

(b) if the Calculation Rate in respect of the outstanding Class

A and Class B Interests is greater than the Subordinated

Weighted Average Rate, Principal Relocation Payments will be

made proportionately to the outstanding Class B Interests

prior to any other Principal Distributions from each such

Loan Group.

In each case, Principal Relocation Payments will be made so as to

cause the Calculation Rate in respect of the outstanding Class A and Class B

Interests to equal the related Pass-Through Rate. With respect to each Loan

Group, if (and to the extent that) the sum of (a) the principal payments

comprising the Principal Remittance Amount received during the Due Period and

(b) the Realized Losses, are insufficient to make the necessary reductions of

principal on the Class A and Class B Interests, then interest will be added to

the Loan Group's other Interests that are not receiving Principal Relocation

Payments, in proportion to their principal balances.

all Loan Groups will not be reduced below 1 percent of the

excess of (i) the aggregate outstanding Principal Balances

of all Loan Groups as of the end of any Due Period over (ii)

the Senior Certificates for such Loan Group as of the

related Distribution Date (after taking into account

distributions of principal on such Distribution Date).

If (and to the extent that) the limitation in paragraph (c) prevents the

distribution of principal to the Class A and Class B Interests of a Loan

Group, and if the Loan Group's Class C Interest has already been reduced to

zero, then the excess principal from that Loan Group will be paid to the Class

C Interests of the other Loan Group, the aggregate Class A and Class B

Interests of which are less than one percent of the SP. If the Loan Group of

the Class C Interest that receives such payment has a Weighted Average

Adjusted Net Mortgage Rate below the Weighted Average Adjusted Net Mortgage

Rate of the Loan Group making the payment, then the payment will be treated by

the Lower Tier REMIC as a Realized Loss. Conversely, if the Loan Group of the

Class C Interest that receives such payment has a Weighted Average Adjusted

Net Mortgage Rate above the Weighted Average Adjusted Net Mortgage Rate of the

Loan Group making the payment, then the payment will be treated by the Lower

Tier REMIC as a reimbursement for prior Realized Losses.

<PAGE>

The following table specifies the Class designation, interest rate,

and principal amount for each Class of Middle Tier REMIC Interests:

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

Middle Tier REMIC Initial Principal Interest Corresponding Master

Interest Balance Rate REMIC Certificate

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

MT-1-A-1 (1) (3) Class 1-A-1

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

MT-2-A-1 (2) (4) Class 2-A-1

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

MT-2-A-2 (2) (4) Class 2-A-2

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

MT-3-A-1 (2) (5) Class 3-A-1

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

MT-$100 $100.00 (3) Class A-R

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

MT-M (1) (6) Class M

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

MT-B-1 (1) (6) Class B-1

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

MT-B-2a (1) (6) Class B-2a

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

MT-B-2b (1) (6) Class B-2b

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

MT-B-3 (1) (6) Class B-3

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

MT-B-4 (1) (6) Class B-4

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

MT-B-5 (1) (6) Class B-5

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

MT-Accrual-1 (8) (1) (3) N/A

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

MT-Accrual-2 (8) (1) (4) N/A

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

MT-Accrual-3 (8) (1) (5) N/A

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

MT-A-R (7) (7) N/A

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

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

(1) For each Distribution Date, following the allocation of scheduled

principal, prepayments and Realized Losses: (i) each such Class of

Interests (other than the Class MT-Accrual-1, Class MT-Accrual-2 and

Class MT-Accrual-3 Interests) will have a principal balance equal to

50% of the principal balance in respect of the Corresponding Class of

Certificates (excluding any Class designated "X"), (ii) the Class

MT-Accrual-1 Interests will have a principal balance equal to 50% of

the principal balance of Loan Group 1 plus 100% of the Deferred

Interest generated by the Mortgage Loans in Loan Group 2, (iii) the

Class MT-Accrual-2 Interests will have a principal balance equal to 50%

of the principal balance of Loan Group 2 plus 100% of the Deferred

Interest generated by the Mortgage Loans in Loan Group 2, and (iv) the

Class MT-Accrual-3 Interests will have a principal balance equal to 50%

of the principal balance of Loan Group 3 plus 100% of the Deferred

Interest generated by the Mortgage Loans in Loan Group 3.

(2) For each Distribution Date, following the allocation of scheduled

principal, prepayments and Realized Losses, each such Class of

Interests will have a principal balance equal to the principal balance

in respect of the Corresponding Class of Certificates (excluding any

Class designated "X").

<PAGE>

(3) The interest rate with respect to any Distribution Date (and the

related Interest Accrual Period) for this Middle Tier REMIC Interest is

a per annum rate equal to the Weighted Average Adjusted Net Mortgage

Rate of the Mortgage Loans in Loan Group 1.

(4) The interest rate with respect to any Distribution Date (and the

related Interest Accrual Period) for this Middle Tier REMIC Interest is

a per annum rate equal to the Weighted Average Adjusted Net Mortgage

Rate of the Mortgage Loans in Loan Group 2.

(5) The interest rate with respect to any Distribution Date (and the

related Interest Accrual Period) for this Middle Tier REMIC Interest is

a per annum rate equal to the Weighted Average Adjusted Net Mortgage

Rate of the Mortgage Loans in Loan Group 3.

(6) The interest rate with respect to any Distribution Date (and the

related Interest Accrual Period) for this Middle Tier REMIC Interest is

a per annum rate equal to the Subordinate Weighted Average Rate.

(7) The MT-A-R is the sole Class of residual interest in the Middle Tier

REMIC. It pays no interest or principal.

(8) These Classes are designed the MT-Accrual Interests.

<PAGE>

The following table sets forth characteristics of the Master REMIC

Certificates, together with minimum denominations and integral multiples in

excess thereof in which such Classes shall be issuable (except that one

Certificate of each Class of Certificates may be issued in a different amount

and, in addition, one Residual Certificate representing the Tax Matters Person

Certificate may be issued in a different amount):

<TABLE>

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

Integral

Initial Class Pass-Through Multiples

Class Certificate Rate Minimum in Excess of

Designation Balance (per annum) Denomination Minimum

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

Class 1-A-1 $291,984,000.00 (1) $25,000.00 $1,000.00

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

Class 2-A-1 $96,991,000.00 (2) $25,000.00 $1,000.00

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

Class 2-A-2 $115,000,000.00 (3) $25,000.00 $1,000.00

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

Class 3-A-1 $225,736,000.00 (4) $25,000.00 $1,000.00

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

Class A-R(5) $100.00 (6) (7) (7)

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

Class X (8) (9) $25,000.00(10) $1,000.00(10)

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

Class M $14,747,000.00 (11) $25,000.00 $1,000.00

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

Class B-1 $10,867,000.00 (11) $25,000.00 $1,000.00

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

Class B-2a $6,762,000.00 (11) $25,000.00 $1,000.00

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

Class B-2b $1,000.000.00 (11) $25,000.00 $1,000.00

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

Class B-3 $4,656,000.00 (11) $100,000.00 $1,000.00

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

Class B-4 $5,433,000.00 (11) $100,000.00 $1,000.00

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

Class B-5 $3,114,324.76 (11) $100,000.00 $1,000.00

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

</TABLE>

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(1) The Pass-Through Rate for the Class 1-A-1 Certificates for each

Interest Accrual Period related to each Distribution Date will be a

per annum rate equal to the lesser of (a) LIBOR plus the applicable

Pass-Through Margin for such Class and (b) the related Net WAC Cap.

The Pass-Through Rate for the Class 1-A-1 Certificates for the

Interest Accrual Period related to the first Distribution Date will

be 2.0400% per annum.

(2) The Pass-Through Rate for the Class 2-A-1 Certificates for the

Interest Accrual Period related to each Distribution Date will be a

per annum rate equal to the Weighted Average Adjusted Net Mortgage

Rate of the Group 2 Mortgage Loans. The Pass-Through Rate for the

Class 2-A-1 Certificates for the Interest Accrual Period related to

the first Distribution Date will be 2.165018% per annum.

(3) The Pass-Through Rate for the Class 2-A-2 Certificates for each

Interest Accrual Period related to each Distribution Date will be a

per annum rate equal to the lesser of (a) the most recently available

One-Year MTA as of fifteen days before the beginning of the related

Interest Accrual Period plus the applicable Pass-Through Margin for

such Class and (b) the related Net WAC Cap. The Pass-Through Rate for

the Class 2-A-2 Certificates for the Interest Accrual Period related

to the first Distribution Date will be 3.0005% per annum.

<PAGE>

(4) The Pass-Through Rate for the Class 3-A-1 Certificates for the

Interest Accrual Period related to each Distribution Date will be a

per annum rate equal to the Weighted Average Adjusted Net Mortgage

Rate of the Group 3 Mortgage Loans. The Pass-Through Rate for the

Class 3-A-1 Certificates for the Interest Accrual Period related to

the first Distribution Date will be 1.539815% per annum.

(5) The Class A-R Certificates represent the sole Class of residual

interest in the Master REMIC. (6) The Pass-Through Rate for the Class

A-R Certificates for the Interest Accrual Period related to each

Distribution Date will be a per annum rate equal to the Weighted

Average Adjusted Net Mortgage Rate of the Group 1 Mortgage Loans. The

Pass-Through Rate for the Class A-R Certificates for the Interest

Accrual Period related to the first Distribution Date will be

2.075762% per annum.

(7) The Class A-R Certificate will be issued as two separate

certificates, one with an initial Certificate Balance of $99.99 and

the Tax Matters Person Certificate with an initial Certificate

Balance of $.01.

(8) The Class X Certificates initially will have no Class Certificate

Balance and will bear interest on the Component Notional Amount of

the Class X IO Component (initially $453,563,324).

(9) Interest will accrue with respect to the Class X Certificates for

each Interest Accrual Period related to each Distribution Date in an

amount equal to the sum of the interest accrued on the Class X IO

Component (based upon the Component Notional Amount) and the Class X

PO-1, Class X PO-2 and Class X PO-3 Components (based upon the

Component Principal Balances) at their respective Pass-Through Rates

for that Distribution Date. For federal income tax purposes, the

Class X Certificates will bear interest at a rate equal to the excess

of: (i) the weighted average of the Net Mortgage Rates of the

Mortgage Loans, over (ii) the weighted average of the Pass-Through

Rates of the Middle REMIC Interests (other than the Class MT-A-R)

treating each of the MT-Accrual Interests as subject to a cap equal

to zero and each of the other Middle REMIC Interests as subject to a

cap equal to the Pass-Through Rate of their Corresponding Master

REMIC Certificates.

(10) Minimum denomination is based on the Notional Amount of such Class.

(11) The Pass-Through Rate for each Class of Subordinated Certificates for

each Interest Accrual Period related to each Distribution Date will

be a per annum rate equal to the lesser of (1) LIBOR plus the

applicable Pass-Through Margin for such Class and (2) the related Net

WAC Cap. The Pass-Through Rates for the Class M, Class B-1, Class

B-2a, Class B-2b, Class B-3, Class B-4 and Class B-5 Certificates for

the Interest Accrual Period related to the first Distribution Date

will be 2.2400%, 2.7400%, 2.8900%, 3.2900%, 2.8900%, 2.8900% and

2.8900%, respectively.

For federal income tax purposes, on the first Distribution Date, each

of the Floating Rate Certificates will be treated as having a Pass-Through

Rate equal to LIBOR or One-Year MTA, as applicable, plus their respective

applicable Pass-Through Margins.

<PAGE>

Set forth below are designations of Classes or Components of

Certificates and other defined terms to the categories used in this Agreement:

<TABLE>

<S> <C>

Accretion Directed Certificates None.

Accretion Directed Components....... None.

Accrual Certificates................ None.

Accrual Components.................. None.

Book-Entry Certificates............. All Classes of Certificates other than the Physical Certificates.

COFI Certificates................... None.

Component Certificates.............. Class X Certificates.

Components.......................... For purposes of calculating distributions of principal and/or interest, the

Component Certificates, if any, will be comprised of multiple payment

components having the Designations, Initial Component Principal Balances or

Component Notional Amounts, as applicable, and Pass-Through Rates set forth

below:

Initial Initial Pass-

Component Component -----

Principal Notional Through

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

Designation Balance Amount Rate

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

Class X IO Component N/A $453,563,324 (1)

Class X PO-1 Component $0 N/A 0%

Class X PO-2 Component $0 N/A 0%

Class X PO-3 Component $0 N/A 0%

---------

(1) For the Interest Accrual Period related to each Distribution Date, a per annum

rate equal to the sum, if greater than zero, of:

(a) the product of (1) (i) the Weighted Average Adjusted Net Mortgage

Rate of the Mortgage Loans in Loan Group 1 over (ii) the Pass-Through Rate

of the Class 1-A-1 Certificates for that Distribution Date (adjusted for

the actual number of days in the related interest accrual period) and (2) a

fraction, the numerator of which is the Class Certificate Balance of the

Class 1-A-1 Certificates and the denominator of which is the Component Notional

Amount of the Class X IO Component immediately prior to that Distribution Date;

(b) the product of (1) (i) the Weighted Average Adjusted Net Mortgage Rate

of the Mortgage Loans in Loan Group 2 over (ii) the Pass-Through Rate of the Class

2-A-2 Certificates for that Distribution Date and (2) a fraction, the numerator of

which is the Class Certificate Balance of the Class 2-A-2 Certificates, and the

denominator of which

<PAGE>

<S> <C>

is the Component Notional Amount of the Class X IO Component immediately prior

to that Distribution Date; and

(I) the product of (1)(i) the Weighted Average Adjusted Net Mortgage Rate

of the Mortgage Loans in Loan Group 1 minus (ii) the weighted average Pass-Through

Rate of the Subordinated Certificates for that Distribution Date (adjusted for the

actual number of days in the related interest accrual period) and (2) a fraction,

the numerator of which is the Subordinated Portion related to Loan Group 1 and the

denominator of which is the Component Notional Amount of the Class X IO Component

immediately prior to that Distribution Date;

(II) the product of (1)(i) the Weighted Average Adjusted Net Mortgage Rate

of the Mortgage Loans in Loan Group 2 minus (ii) the weighted average Pass-Through

Rate of the Subordinated Certificates for that Distribution Date (adjusted for

the actual number of days in the related interest accrual period) and (2) a

fraction, the numerator of which is the Subordinated Portion related to Loan Group 2

and the denominator of which is the Component Notional Amount of the Class X IO

Component immediately prior to that Distribution Date; and

(III) the product of (1)(i) the Weighted Average Adjusted Net Mortgage Rate

of the Mortgage Loans in Loan Group 3 minus (ii) the weighted average Pass-Through

Rate of the Subordinated Certificates for that Distribution Date (adjusted for

the actual number of days in the related interest accrual period) and (2) a fraction,

the numerator of which is the Subordinated Portion related to Loan Group 3 and the

denominator of which is the Component Notional Amount of the Class X IO Component

immediately prior to that Distribution Date.

The Pass-Through Rate for the Class X IO Component for the Interest Accrual Period

related to the first Distribution Date is 0.118471%.

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

if any.

ERISA-Restricted

Certificates........................ The Residual Certificates and Private Certificates; and any Certificate of a Class

that does not or no longer satisfies the applicable rating requirement under the

Underwriter's Exemption.

Floating Rate Certificates.......... LIBOR Certificates and Class 2-A-2 Certificates.

Group 1 Senior Certificates......... Class 1-A-1 and Class A-R Certificates.

Group 1 Certificates................ Group 1 Senior Certificates and the Subordinated Portion related to Loan Group 1.

Group 2 Senior Certificates......... Class 2-A-1 and Class 2-A-2 Certificates.

Group 2 Certificates................ Group 2 Senior Certificates and the Subordinated Portion related to Loan Group 2.

<PAGE>

<S> <C>

Group 3 Senior Certificates......... Class 3-A-1 Certificates.

Group 3 Certificates................ Group 3 Senior Certificates and the Subordinated Portion related to Loan Group 3.

LIBOR Certificates.................. Class 1-A-1 Certificates and each Class of Subordinated Certificates.

Non-Delay Certificates.............. LIBOR Certificates.

Notional Amount

Certificates........................ None.

Notional Amount

Components.......................... Class X IO Component.

Offered Certificates................ All Classes of Certificates other than the Private Certificates.

Physical Certificates............... Private Certificates and the Residual Certificates.

Planned Principal Classes........... None.

Planned Principal

Components.......................... None.

Principal Only Certificates......... None.

Principal Only Components........... Class X PO-1, Class X PO-2 and Class X PO-3 Components.

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

Rating Agencies..................... S&P and Moody's.

Regular Certificates................ All Classes of Certificates, other than the Residual Certificates.

Residual Certificates............... Class A-R Certificates.

Scheduled Principal

Classes............................. None.

Senior Certificate Group............ Group 1 Senior Certificates, Group 2 Senior Certificates and Group 3 Senior

Certificates, as applicable.

Senior Certificates................. Collectively, the Group 1 Senior Certificates, Group 2 Senior Certificates and Group 3

Senior Certificates.

<PAGE>

<S> <C>

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

Certificates.

Targeted Principal

Classes............................. None.

Underwriters........................ Greenwich Capital Markets, Inc. and Countrywide Securities Corporation

</TABLE>

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.

<PAGE>

ARTICLE I

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: With respect to any Class of Accrual Certificates or

any Accrual Components and any Distribution Date prior to the related Accrual

Termination Date, the amount allocable to interest on such Class of Accrual

Certificates or Accrual Components with respect to such Distribution Date

pursuant to Section 4.02(a).

Accrual Certificates: As specified in the Preliminary Statement.

Accrual Components: As specified in the Preliminary Statement.

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 Rate Cap: The Group 1 Adjusted Rate Cap, the Group 2

Adjusted Rate Cap, the Group 3 Adjusted Rate Cap or the Subordinated Adjusted

Rate Cap, as the context requires.

Adjustment Date: A date specified in each Mortgage Note as a date on

which the Mortgage Rate on the related Mortgage Loan will be adjusted.

Advance: As to a Loan Group, the payment required to be made by the

Master Servicer with respect to any Distribution Date pursuant to Section

4.01, the amount of any such payment being equal to the aggregate of payments

of principal and interest (net of the Master Servicing Fee and net of any net

income in the case of any REO Property) on the Mortgage Loans in such Loan

Group that were due on the related Due Date and not received by the Master

Servicer as of the close of business on the related Determination Date,

together with an amount equivalent to interest on each Mortgage Loan as to

which the related Mortgaged Property is an REO Property, less the aggregate

amount of any such delinquent payments that the Master Servicer has determined

would constitute a Nonrecoverable Advance if advanced.

Aggregate Planned Balance: With respect to any group of Planned

Principal Classes or Components and any Distribution Date, the amount set

forth for such group for such Distribution Date in Schedule V hereto.

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

<PAGE>

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).

Aggregate Targeted Balance: With respect to any group of Targeted

Principal Classes or Components and any Distribution Date, the amount set

forth for such group for such Distribution Date in Schedule V hereto.

Agreement: This Pooling and Servicing Agreement and all amendments or

supplements this Pooling and Servicing Agreement.

Allocable Share: As to any Distribution Date, any Loan Group and any

Class or Component of Certificates, the ratio that the amount calculated with

respect to such Distribution Date (A) with respect to the Senior Certificates

of the related Senior Certificate Group, pursuant to clause (i) of the

definition of Class Optimal Interest Distribution Amount (without giving

effect to any reduction of such amount pursuant to Section 4.02(d)) and (B)

with respect to the Subordinated Certificates, pursuant to the definition of

Assumed Interest Amount for such Class or after the second Senior Termination

Date, pursuant to clause (i) of the definition of Class Optimal Interest

Distribution Amount (without giving effect to any reduction of such amount

pursuant to Section 4.02(d)) bears to the aggregate amount calculated with

respect to such Distribution Date for each such 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(d)) or the definition of Assumed Interest Amount for such Loan Group and

Class, as applicable).

Amount Held for Future Distribution: As to any Distribution Date and

Mortgage Loans in a Loan Group, the aggregate amount held in the Certificate

Account at the close of business on the related Determination Date on account

of (i) Principal Prepayments received after the related Prepayment Period and

Liquidation Proceeds and Subsequent Recoveries received in the month of such

Distribution Date relating to Mortgage Loans in that Loan Group and (ii) all

Scheduled Payments due after the related Due Date relating to Mortgage Loans

in that Loan Group.

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

Appraised Value: With respect to any Mortgage Loan, the Appraised

Value of the related Mortgaged Property shall be: (i) with respect to a

Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of (a) the

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

the origination of such Mortgage Loan and (b) the sales price of the Mortgaged

Property at the time of the origination of such Mortgage Loan; (ii) with

respect to a Refinancing Mortgage Loan other than a Streamlined Documentation

Mortgage Loan, the value of the Mortgaged Property based upon the appraisal

made-at the time of the origination of such Refinancing Mortgage Loan; and

(iii) with respect to a Streamlined Documentation Mortgage Loan, (a) if the

loan-to-value ratio with respect to the Original Mortgage Loan at the time of

the origination thereof was 80% or less and the loan amount of the new

mortgage loan is $650,000 or less, the value of the Mortgaged Property based

upon the appraisal made at the time of the origination of the Original

Mortgage Loan and (b) if the loan-to-value ratio with respect to the Original

Mortgage Loan at the time of the origination thereof was greater than 80% or

the

<PAGE>

loan amount of the new loan being originated 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.

Assumed Interest Amount: With respect to any Distribution Date, any

Class of Subordinated Certificates and any Loan Group, one month's interest

accrued during the related Interest Accrual Period at the Pass-Through Rate

for such Class on the related Subordinated Portion immediately prior to that

Distribution Date.

Available Funds: As to any Distribution Date and each Loan Group, the

sum of (a) the aggregate amount held in the Certificate Account at the close

of business on the related Determination Date, including any Subsequent

Recoveries, in respect of the related Mortgage Loans, 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 in that Loan

Group and amounts permitted to be withdrawn from the Distribution Account

pursuant to clauses (i)-(v) inclusive of Section 3.08(b) in respect of the

Mortgage Loans in that Loan Group, (b) the amount of the related Advance, (c)

in connection with Defective Mortgage Loans in such Loan Group, as applicable,

the aggregate of the Purchase Prices and Substitution Adjustment Amounts

deposited on the related Distribution Account Deposit Date, (d) the Transfer

Payment Received plus interest thereon as provided in Section 4.05 for such

Loan Group less the Transfer Payment Made plus interest thereon as provided in

Section 4.05 for such Loan Group, and (e) any amount withdrawn from the

Capitalized Interest Account and deposited in the Distribution Account with

respect to such Loan Group; provided, however, that after the second Senior

Termination Date, Available Funds with respect to the Loan Group relating to

the remaining Senior Certificate Group shall include the Available Funds from

the other Loan Groups and on any Distribution Date thereafter, Available Funds

shall be calculated based upon all the Mortgage Loans in the Mortgage Pool, as

opposed to the Mortgage Loans in the related Loan Group.

Bankruptcy Code: The United States Bankruptcy Reform Act of 1978,

as amended.

Bankruptcy Coverage Termination Date: The point in time at which

the Bankruptcy Loss Coverage Amount is reduced to zero.

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 (A) the related Mortgage Loan is not in default with regard to

payments due thereunder or (B) 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.

Bankruptcy Loss Coverage Amount: As of any date of determination, the

Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Coverage

Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated

to the Certificates since the Cut-off Date and (ii) any permissible reductions

in the Bankruptcy Loss Coverage Amount as evidenced

<PAGE>

by a letter of each Rating Agency to the Trustee to the effect that any such

reduction will not result in a downgrading of the then current ratings

assigned to the Classes of Certificates rated by it.

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

Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a

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

States of California or Texas or the city in which the Corporate Trust Office

of the Trustee is located are authorized or obligated by law or executive

order to be closed.

Calculation Rate: For each Distribution Date, in the case of the

Class A and Class B Subsidiary REMIC Interests, the product of (i) 10 and (ii)

the weighted average rate of the outstanding Class A and Class B Interests,

treating each Class A Interest as capped at zero or reduced by a fixed

percentage of 100% of the interest accruing on such Class A Interest.

Cap Contract: With respect to the Class 1-A-1 Certificates, the

transaction evidenced by the related Confirmation (as assigned to the Trustee

pursuant to the Novation Agreement), a form of which is attached hereto as

Exhibit R.

Cap Contract Counterparty: Bear Stearns Financial Products Inc. and

its successors.

Cap Contract Scheduled Termination Date: The Distribution Date in

March 2015.

Capitalized Interest Account: The separate Eligible Account

designated as such and created and maintained by the Trustee pursuant to

Section 3.05(i) hereof. 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(h) hereof, 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 amount deposited in the Capitalized

Interest Account shall be $59,417.86.

Carryover Shortfall Amount: For any Class of Floating Rate

Certificates and any Distribution Date, the excess, if any, of (i) the amount

of interest such Class of Certificates would have been entitled to receive on

such Distribution Date had the applicable Pass-Through Rate not been subject

to the related Net WAC Cap, over (ii) the amount of interest such Class of

Certificates received on such Distribution Date based on the related Net WAC

Cap (in each case, prior to the reduction for Net Deferred Interest).

Carryover Reserve Fund: The separate fund created and initially

maintained by the Trustee pursuant to Section 3.05(g) in the name of the

Trustee for the benefit of the Holders of the Floating Rate Certificates and

the Class X Certificates and designated "The Bank of New York in trust for

registered holders of CWMBS, Inc., CHL Mortgage Pass-Through Trust 2004-20,

Mortgage Pass-Through Certificates, Series 2004-20." Funds in the Carryover

Reserve Fund shall be held in trust for the Holders of the Floating Rate

Certificates and the Class X Certificates for the uses and purposes set forth

in this Agreement.

<PAGE>

Certificate: Any one of the Certificates executed by the Trustee in

substantially the forms attached this Agreement as exhibits.

Certificate Account: The separate Eligible Account or Accounts

created and maintained by the Master Servicer pursuant to Section 3.05 with a

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

the Trustee on behalf of Certificateholders and designated "Countrywide Home

Loans Servicing LP in trust for the registered holders of CHL Mortgage

Pass-Through Trust 2004-20, Mortgage Pass-Through Certificates Series

2004-20."

Certificate Balance: With respect to any Certificate (other than the

Class X Certificates and any Notional Amount Certificate) at any date, the

maximum dollar amount of principal to which the Holder thereof is then

entitled under this Agreement, such amount being equal to the Denomination of

that Certificate (A) plus any increase in the Certificate Balance of such

Certificate pursuant to Section 4.02 due to the receipt of Subsequent

Recoveries, (B) minus the sum of (i) all distributions of principal previously

made with respect to that Certificate and (ii) all Realized Losses allocated

to that Certificate and, in the case of any Subordinated Certificates, all

other reductions in Certificate Balance previously allocated to that

Certificate pursuant to Section 4.04, and (C) increased by the amount of Net

Deferred Interest allocated to the applicable Class pursuant to Section 4.03.

Certificate Group: The Group 1 Certificates, Group 2 Certificates or

Group 3 Certificates, as the context requires.

Certificate Owner: With respect to a Book-Entry Certificate, the

Person who is the beneficial owner of such Book-Entry Certificate. For the

purposes of this Agreement, in order for a Certificate Owner to enforce any of

its rights under this Agreement, it shall first have to provide evidence of

its beneficial ownership interest in a Certificate that is reasonably

satisfactory to the Trustee, the Depositor, and/or the Master Servicer, as

applicable.

Certificate Register: The register maintained pursuant to Section

5.02.

Certificateholder or Holder: The person in whose name a Certificate

is registered in the Certificate Register, except that, solely for the purpose

of giving any consent pursuant to this Agreement, any Certificate registered

in the name of the Depositor or any affiliate of the Depositor shall be deemed

not to be Outstanding and the Percentage Interest evidenced thereby shall not

be taken into account in determining whether the requisite amount of

Percentage Interests necessary to effect such consent has been obtained;

provided, however, that if any such Person (including the Depositor) owns 100%

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

Certificates shall be deemed to be Outstanding for purposes of any provision

of this Agreement (other than the second sentence of Section 10.01) that

requires the consent of the Holders of Certificates of a particular Class as a

condition to the taking of any action under this Agreement. The Trustee is

entitled to rely conclusively on a certification of the Depositor or any

affiliate of the Depositor in determining which Certificates are registered in

the name of an affiliate of the Depositor.

Class: All Certificates bearing the same Class designation as set

forth in the Preliminary Statement.

<PAGE>

Class 1-A-1 Reserve Fund: The separate fund created and initially

maintained by the Trustee pursuant to Section 3.05(h) in the name of the

Trustee for the benefit of the Holders of the Class 1-A-1 Certificates and

designated "The Bank of New York in trust for registered holders of CWMBS,

Inc., CHL Mortgage Pass-Through Trust 2004-20, Mortgage Pass-Through

Certificates, Series 2004-20." Funds in the Class 1-A-1 Reserve Fund shall be

held in trust for the Holders of the Class 1-A-1 Certificates for the uses and

purposes set forth in this Agreement.

Class Certificate Balance: With respect to any Class and as to any

date of determination, the aggregate of the Certificate Balances of all

Certificates of such Class as of such date.

Class Interest Shortfall: As to any Distribution Date and Class, the

amount by which the amount described in clause (i) of the definition of Class

Optimal Interest Distribution Amount for such Class exceeds the amount of

interest actually distributed on such Class on such Distribution Date pursuant

to such clause (i).

Class Optimal Interest Distribution Amount: With respect to any

Distribution Date and interest-bearing Class or Component, the sum of (i) one

month's interest accrued during the related Interest Accrual Period at the

Pass-Through Rate for such Class or Component on the related Class Certificate

Balance, Component Principal Balance, Notional Amount or Component Notional

Amount, as applicable, immediately prior to such Distribution Date, subject to

reduction as provided in Section 4.02(d) and (ii) any Class Unpaid Interest

Amounts for such Class or Component (other than any Carryover Shortfall

Amounts), reduced by any Net Deferred Interest added to their respective Class

Certificate Balances or Component Principal Balances, as applicable, as

described in Section 4.03. With respect to the Class X-IO Component and any

Distribution Date, the Class Optimal Interest Distribution Amount

distributable from each of Loan Group 1, Loan Group 2 and Loan Group 3 shall

equal:

(A) with respect to Loan Group 1, the product of (x) the Component

Notional Amount of the Class X-IO Component immediately prior to that

Distribution Date and (y) the rate equal to the sum of (a) the product of (1)

the excess, if any, of (i) the Weighted Average Adjusted Net Mortgage Rate of

the Mortgage Loans in Loan Group 1 over (ii) the Pass-Through Rate of the

Class 1-A-1 Certificates for that Distribution Date and (2) a fraction, the

numerator of which is the Class Certificate Balance of the Class 1-A-1

Certificates and the denominator of which is the Component Notional Amount of

the Class X IO Component immediately prior to that Distribution Date and (b)

the product of (1)(i) the Weighted Average Adjusted Net Mortgage Rate of the

Mortgage Loans in Loan Group 1 minus (ii) the weighted average Pass-Through

Rate of the Subordinated Certificates for that Distribution Date (adjusted for

the actual number of days in the related interest accrual period) and (2) a

fraction, the numerator of which is the Subordinated Portion related to Loan

Group 1 and the denominator of which is the Component Notional Amount of the

Class X IO Component immediately prior to that Distribution Date;

(B) with respect to Loan Group 2, the product of (x) the Component

Notional Amount of the Class X-IO Component immediately prior to that

Distribution Date and (y) the rate equal to the sum of (a) the product of (1)

the excess, if any, of (i) the Weighted Average Adjusted Net Mortgage Rate of

the Mortgage Loans in Loan Group 2 over (ii) the Pass-Through Rate of the

Class 2-A-2 Certificates for that Distribution Date and (2) a fraction, the

numerator of which is the Class Certificate Balance of the Class 2-A-2

Certificates and the denominator of which is the Component Notional Amount of

the Class X IO Component immediately prior to that

<PAGE>

Distribution Date and (b) the product of (1)(i) the Weighted Average Adjusted

Net Mortgage Rate of the Mortgage Loans in Loan Group 2 minus (ii) the

weighted average Pass-Through Rate of the Subordinated Certificates for that

Distribution Date (adjusted for the actual number of days in the related

interest accrual period) and (2) a fraction, the numerator of which is the

Subordinated Portion related to Loan Group 2 and the denominator of which is

the Component Notional Amount of the Class X IO Component immediately prior to

that Distribution Date; and

Notional Amount of the Class X-IO Component immediately prior to that

Distribution Date and (y) the rate equal to the product of (1)(i) the Weighted

Average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 3 minus

(ii) the weighted average Pass-Through Rate of the Subordinated Certificates

for that Distribution Date (adjusted for the actual number of days in the

related interest accrual period) and (2) a fraction, the numerator of which is

the Subordinated Portion related to Loan Group 3 and the denominator of which

is the Component Notional Amount of the Class X IO Component immediately prior

to that Distribution Date.]

Class Subordination Percentage: With respect to any Distribution Date

and each Class of Subordinated Certificates, the quotient (expressed as a

percentage) of (a) the Class Certificate Balance of such Class of Certificates

immediately prior to such Distribution Date divided by (b) the aggregate 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: August 30, 2004.

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

amendatory provisions.

COFI: The Monthly Weighted Average Cost of Funds Index for the

Eleventh District Savings Institutions published by the Federal Home Loan Bank

of San Francisco.

COFI Certificates: As specified in the Preliminary Statement.

Compensating Interest: As to any Distribution Date, an amount equal

to one-half of the aggregate Master Servicing Fee for that 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 sum of (x) the aggregate Class Certificate

Balance of the LIBOR Certificates

<PAGE>

and the Class 2-A-2 Certificates and (y) the aggregate Component Principal

Balance of the Class X PO-1, Class X PO-2 and Class X PO-3 Components, in each

case immediately prior to such Distribution Date.

Component Principal Balance: As of any Determination Date, the Class

X PO-1, Class X PO-2 and Class X PO-3 Component will each have a Component

Principal Balance equal to (i) the aggregate Net Deferred Interest allocated

to such Component prior to the Determination Date pursuant to Section 4.03

minus (ii) all amounts actually distributed as principal of such Component and

all Realized Losses applied in reduction of principal of such 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 each of the Class X PO-1, Class X PO-2 and Class X PO-3 Components will

equal $0.

Component Rate: Not applicable.

Confirmation: With respect to the Class 1-A-1 Certificates, the

Confirmation (reference #BXNE 139898) dated August 26, 2004, evidencing a

transaction between the Cap Contract Counterparty and Greenwich Capital

Markets, Inc., or its relevant affiliate.

Coop Shares: Shares issued by a Cooperative Corporation.

Cooperative Corporation: The entity that holds title (fee or an

acceptable leasehold estate) to the real property and improvements

constituting the Cooperative Property and which governs the Cooperative

Property, which Cooperative Corporation must qualify as a Cooperative Housing

Corporation under Section 216 of the Code.

Cooperative Loan: Any Mortgage Loan secured by Coop Shares and a

Proprietary Lease.

Cooperative Property: The real property and improvements owned by the

Cooperative Corporation, including the allocation of individual dwelling units

to the holders of the Coop Shares of the Cooperative Corporation.

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, CWMBS, Inc.

Series 2004-20, facsimile no. (212) 815-3986, and which is the address to

which notices to and correspondence with the Trustee should be directed.

Countrywide: Countrywide Home Loans, Inc., a New York corporation

and its successors and assigns, in its capacity as the seller of the

Countrywide Mortgage Loans to the Depositor.

Countrywide Mortgage Loans: The Mortgage Loans identified as such

on the Mortgage Loan Schedule for which Countrywide is the applicable Seller.

<PAGE>

Countrywide Servicing: Countrywide Home Loans Servicing LP, a Texas

limited partnership and its successors and assigns.

Cross-Over Situation: For any Distribution Date and for each Loan

Group (after taking into account principal distributions on such Distribution

Date), (i) with respect to the Class A and Class B Subsidiary REMIC Interests,

a situation in which the Class A and Class B Interests corresponding to any

Loan Group are in the aggregate less than 1% of the Subordinated Portion of

the Loan Group to which they correspond, and (ii) with respect to the Class C

and Class D Subsidiary REMIC Interests, a situation in which the Class C and

Class D Interests corresponding to any Loan Group are in the aggregate less

than 1% of the Adjusted Subordinated Portion of the Loan Group to which they

correspond.

Cut-off Date: As to any Mortgage Loan, the later of the date of

origination of that Mortgage Loan and August 1, 2004.

Cut-off Date Pool Principal Balance: $776,290,424.76.

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 Due Date,

the amount of interest accrued on such Mortgage Loan at the applicable

Mortgage Rate that is greater than the Scheduled Payment due on such Mortgage

Loan on that related Due Date and that is 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.

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

<PAGE>

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 in each Loan Group, the

Depositor may deliver all or a portion of each related Mortgage File to the

Trustee not later than thirty days after the Closing Date. To the extent that

Countrywide Home Loans Servicing LP shall be in possession of any Mortgage

Files with respect to any Delay Delivery Mortgage Loan, until delivery of such

Mortgage File to the Trustee as provided in Section 2.01, Countrywide Home

Loans Servicing LP shall hold such files as Master Servicer hereunder, as

agent and in trust for the Trustee.

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

Denomination: With respect to each Certificate, the amount set forth

on the face of that Certificate as the "Initial Certificate Balance of this

Certificate" or the "Initial Notional Amount of this Certificate" or, if

neither of the foregoing, the Percentage Interest appearing on the face

thereof.

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

interest.

Depository: The initial Depository shall be The Depository Trust

Company, the nominee of which is CEDE & Co., as the registered Holder of the

Book-Entry Certificates. The Depository shall at all times be a "clearing

corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code

of the State of New York.

Depository Participant: A broker, dealer, bank or other financial

institution or other Person for whom from time to time a Depository effects

book-entry transfers and pledges of securities deposited with the Depository.

Determination Date: As to any Distribution Date, the 22nd day of each

month or, if such 22nd day is not a Business Day, the next preceding Business

Day; provided, however, that if such 22nd day or such Business Day, whichever

is applicable, is less than two Business Days prior to the related

Distribution Date, the Determination Date shall be the first Business Day that

is two Business Days preceding such Distribution Date.

Distribution Account: The separate Eligible Account created and

maintained by the Trustee pursuant to Section 3.05(d) in the name of the

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

New York in trust for registered holders of CHL Mortgage Pass-Through Trust

2004-20 Mortgage Pass-Through Certificates, Series 2004-20." Funds in the

Distribution Account shall be held in trust for the Certificateholders for the

uses and purposes set forth in this Agreement.

Distribution Account Deposit Date: As to any Distribution Date, 12:30

p.m. Pacific time on the Business Day immediately preceding such Distribution

Date.

Distribution Date: The 25th day of each calendar month after the

initial issuance of the Certificates, or if such 25th day is not a Business

Day, the next succeeding Business Day, commencing in September 2004.

<PAGE>

Due Date: With respect to a Mortgage Loan, the date on which

Scheduled Payments are due on that Mortgage Loan. With respect to any

Distribution Date, the related Due Date is the first day of the calendar month

in which that Distribution Date occurs.

Due Period: Not applicable.

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, as

amended.

ERISA-Qualifying Underwriting: A best efforts or firm commitment

underwriting or private placement that meets the requirements of each of the

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 Loss: The amount of any (i) Fraud Loss realized after the

Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss realized after

the Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss realized

after the Bankruptcy Coverage Termination Date.

Excess Proceeds: With respect to any Liquidated Mortgage Loan, the

amount, if any, by which the sum of any Liquidation Proceeds received with

respect to such Mortgage Loan during 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

<PAGE>

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.

Expense Fee: As to each Mortgage Loan and any Distribution Date, the

product of the Expense Fee Rate and its Stated Principal Balance as of that

Distribution Date.

Expense Fee Rate: As to each Mortgage Loan and any date of

determination, the sum of (a) the related Master Servicing Fee Rate and (b)

the Trustee Fee Rate.

FDIC: The Federal Deposit Insurance Corporation, or any successor

thereto.

FHLMC: The Federal Home Loan Mortgage Corporation, a corporate

instrumentality of the United States created and existing under Title III of

the Emergency Home Finance Act of 1970, as amended, or any successor to the

Federal Home Loan Mortgage Corporation.

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

FIRREA: The Financial Institutions Reform, Recovery, and Enforcement

Act of 1989.

Fitch: Fitch, Inc., or any successor thereto. If Fitch is designated

as a Rating Agency in the Preliminary Statement, for purposes of Section

10.05(b) the address for notices to Fitch shall be Fitch, Inc., One State

Street Plaza, New York, New York 10004, Attention: Residential Mortgage

Surveillance Group, or such other address as Fitch may hereafter furnish to

the Depositor and the Master Servicer.

FNMA: The Federal National Mortgage Association, a federally

chartered and privately owned corporation organized and existing under the

Federal National Mortgage Association Charter Act, or any successor to the

Federal National Mortgage Association.

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

occurred.

Fraud Loss Coverage Amount: As of the Closing Date, $15,525,808,

subject to reduction from time to time by the amount of Fraud Losses allocated

to the Certificates. In addition, on each anniversary of the Cut-off Date, the

Fraud Loss Coverage Amount will be reduced as follows: (a) on the first,

second, third and fourth anniversaries of the Cut-off Date, to an amount equal

to the lesser of (i) with respect to the first, second, third and fourth

anniversaries of the Cut-off Date, 1% of the then current Pool Stated

Principal Balance of the then current Pool Stated Principal Balance, and (ii)

the excess of the Fraud Loss Coverage Amount as of the preceding anniversary

of the Cut-off Date over the cumulative amount of Fraud Losses allocated to

the Certificates since such preceding anniversary; and (b) on the fifth

anniversary of the Cut-off Date, to zero.

Fraud Loss Coverage Termination Date: The point in time at which the

Fraud Loss Coverage Amount is reduced to zero.

<PAGE>

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.

Group 1 Adjusted Rate Cap: For any Distribution Date, the excess, if

any, of the Net Rate Cap for the Group 1 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 that elapsed in the related

Interest Accrual Period, and (ii) the Net Deferred Interest for Loan Group 1

for that Distribution Date, and the denominator of which is the aggregate

Stated Principal Balance of the Mortgage Loans in Loan Group 1 at the end of

the Prepayment Period related to the immediately preceding Distribution Date.

Group 1 Senior Certificates: As specified in the Preliminary

Statement.

Group 2 Adjusted Rate Cap: For any Distribution Date, the excess, if

any, of the Net Rate Cap for the Group 2 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)12, and (ii) the Net Deferred Interest for Loan

Group 2 for that Distribution Date, and the denominator of which is the

aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 at

the end of the Prepayment Period related to the immediately preceding

Distribution Date.

Group 2 Senior Certificates: As specified in the Preliminary

Statement.

Group 3 Adjusted Rate Cap: For any Distribution Date, the excess, if

any, of the Net Rate Cap for the Group 3 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) 12, and (ii) the Net Deferred Interest for Loan

Group 3 for that Distribution Date, and the denominator of which is the

aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 3 at

the end of the Prepayment Period related to the immediately preceding

Distribution Date.

Group 3 Senior Certificates: As specified in the Preliminary

Statement.

Index: With respect to any Interest Accrual Period for the COFI

Certificates, if any, the then-applicable index used by the Trustee pursuant

to Section 4.07 to determine the applicable Pass-Through Rate for such

Interest Accrual Period for the COFI Certificates.

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.

<PAGE>

Initial Bankruptcy Loss Coverage Amount: $213,244.

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

Initial Component Principal Balance: As specified in the Preliminary

Statement.

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 Class of Delay

Certificates, its corresponding Subsidiary REMIC Regular Interest and any

Distribution Date, the calendar month prior to the month of such Distribution

Date. With respect to any Class of Non-Delay Certificates, its corresponding

Subsidiary REMIC Regular Interest and any Distribution Date, the period

commencing on the Distribution Date in the month preceding the month in which

such Distribution Date occurs (other than the first Distribution Date, for

which it is the Closing Date) and ending on the day immediately preceding that

Distribution Date. Interest on any Class of Delay Certificates shall be

calculated on the basis of a 360-day year consisting of twelve 30-day months.

Interest on any Class of Non-Delay Certificates shall be calculated on the

basis of a 360-day year and the actual number of days elapsed.

Interest Determination Date: With respect to (a) any Interest Accrual

Period for any LIBOR Certificates and (b) any Interest Accrual Period for the

COFI Certificates for which the applicable Index is LIBOR, the second Business

Day prior to the first day of such Interest Accrual Period. With respect to

any Interest Accrual Period for the Class 2-A-2 Certificates, fifteen days

prior to the commencement of that 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: Certain Mortgage Loans as to which the

lender (rather than the borrower) acquires the Primary Insurance Policy and

charges the related borrower 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

<PAGE>

month of such Distribution Date and as to which the Master Servicer has

determined (in accordance with this Agreement) that it has received all

amounts it expects to receive in connection with the liquidation of such

Mortgage Loan, including the final disposition of an REO Property.

Liquidation Proceeds: Amounts, including Insurance Proceeds, received

in connection with the partial or complete liquidation of defaulted Mortgage

Loans, whether through trustee's sale, foreclosure sale or otherwise or

amounts received in connection with any condemnation or partial release of a

Mortgaged Property and any other proceeds received in connection with an REO

Property, less the sum of related unreimbursed Master Servicing Fees,

Servicing Advances and Advances.

Loan Group: Loan Group 1, Loan Group 2 and Loan Group 3, as

applicable.

Loan Group 1: All Mortgage Loans identified as Loan Group 1 Mortgage

Loans on the Mortgage Loan Schedule.

Loan Group 2: All Mortgage Loans identified as Loan Group 2 Mortgage

Loans on the Mortgage Loan Schedule.

Loan Group 3: All Mortgage Loans identified as Loan Group 3 Mortgage

Loans on the Mortgage Loan Schedule.

Loan Group Principal Balance: As to any Distribution Date and Loan

Group, the aggregate Stated Principal Balance of the Mortgage Loans in that

Loan Group outstanding on the Due Date in the month preceding the month of the

Distribution Date (after giving effect to Principal Prepayments received in

the Prepayment Period related to such Due Date).

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.

Master REMIC: As described in the Preliminary Statement.

Master Servicer: Countrywide Home Loans Servicing LP, a Texas

limited partnership, and its successors and assigns, in its capacity as master

servicer hereunder.

<PAGE>

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 in a

Loan Group, 0.375% per annum.

Maximum Mortgage Rate: With respect to each Mortgage Loan, the

percentage set forth in the related Mortgage Note as the maximum Mortgage Rate

thereunder.

MERS: Mortgage Electronic Registration Systems, Inc., a corporation

organized and existing under the laws of the State of Delaware, or any

successor to Mortgage Electronic Registration Systems, Inc.

MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the

MERS(R) System.

MERS(R) System: The system of recording transfers of mortgages

electronically maintained by MERS.

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

Minimum Mortgage Rate: With respect to each Mortgage Loan, the

greater of (a) the Gross Margin set forth in the related Mortgage Note and (b)

the percentage set forth in the related Mortgage Note as the minimum Mortgage

Rate thereunder.

MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee,

solely as nominee for the originator of such Mortgage Loan and its successors

and assigns.

Monthly Statement: The statement delivered to the Certificateholders

pursuant to Section 4.06.

Moody's: Moody's Investors Service, Inc., or any successor thereto.

If Moody's is designated as a Rating Agency in the Preliminary Statement, for

purposes of Section 10.05(b) the address for notices to Moody's shall be

Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,

Attention: Residential Pass-Through Monitoring, or such other address as

Moody's may hereafter furnish to the Depositor or the Master Servicer.

Mortgage: The mortgage, deed of trust or other instrument creating a

first lien on an estate in fee simple or leasehold interest in real property

securing a Mortgage Note.

<PAGE>

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 Index: As to each Mortgage Loan, the index from time to time

in effect for adjustment of the Mortgage Rate as set forth as such on the

related Mortgage Note.

Mortgage Loan Schedule: The list of Mortgage Loans (as from time to

time amended by the Master Servicer to reflect the addition of Substitute

Mortgage Loans and the deletion of Deleted Mortgage Loans pursuant to the

provisions of this Agreement) transferred to the Trustee as part of the Trust

Fund and from time to time subject to this Agreement, attached to this

Agreement as Schedule I, setting forth the following information with respect

to each Mortgage Loan by Loan Group:

(i) the loan number;

(ii) the Mortgagor's name and the street address of the

Mortgaged Property, including the zip code;

(iii) the maturity date;

(iv) the original principal balance;

(v) the Cut-off Date Principal Balance;

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

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

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

(ix) a code indicating whether the residential dwelling at the

time of origination was represented to be owner-occupied;

(x) a code indicating whether the residential dwelling is

either (a) a detached or attached single family dwelling, (b) a

dwelling in a de minimis PUD, (c) a condominium unit or PUD

(other than a de minimis PUD) or (d) a two- to four-unit

residential property or (e) a Cooperative Unit;

(xi) the Mortgage Rate in effect on 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;

<PAGE>

(xv) the type of documentation program pursuant to which the

Mortgage Loan was originated;

(xvi) a code indicating whether the Mortgage Loan is a

Countrywide Mortgage Loan or a Park Granada Mortgage Loan;

(xvii) the direct servicer of such Mortgage Loan as of the

Cut-off Date;

(xviii) a code indicating whether the Mortgage Loan is a MERS

Mortgage Loan, and

(xix) with respect to each Mortgage Loan, the Gross Margin, the

Mortgage Index, the Maximum Mortgage Rate, the Payment

Adjustment Date, the Payment Cap, the Maximum Negative

Amortization and the first Adjustment Date for such Mortgage

Loan.

Such schedule shall also set forth the total of the amounts described

under (iv) and (v) above for all of the Mortgage Loans and for each Loan

Group.

Mortgage Loans: Such of the mortgage loans as from time to time are

transferred and assigned to the Trustee pursuant to the provisions of this

Agreement and that 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 Loan Group and Due Date,

an amount equal to the excess, if any, of the Deferred Interest that accrued

on the Mortgage Loans in that Loan Group for that Due Date over the Principal

Prepayment Amount for those Mortgage Loans received during the related

Prepayment Period.

Net Prepayment Interest Shortfalls: As to any Distribution Date and

Loan Group, the amount by which the aggregate of Prepayment Interest

Shortfalls for such Loan Group for such Distribution Date exceeds an amount

equal to the sum of (a) the Compensating Interest for such Loan Group for such

Distribution Date and (b) the excess, if any, of the Compensating Interest

<PAGE>

with respect to the Mortgage Loans of the other Loan Groups for such

Distribution Date over Prepayment Interest Shortfalls experienced by the

Mortgage Loans in such other Loan Groups for such Distribution Date.

Net Prepayments: As to any Distribution Date and Loan Group, the

amount equal to the excess, if any, of the (i) Principal Prepayment Amount for

that Loan Group over (ii) the aggregate amount of Deferred Interest accrued on

the Mortgage Loans in that Loan Group from the preceding Due Date to the Due

Date related to that Distribution Date.

Net WAC Cap: As to the Class 1-A-1 Certificates, the sum of (i) the

Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan

Group 1, adjusted for the related Interest Accrual Period, and (ii) for the

initial Distribution Date, the product of (x) a percentage represented by a

fraction, the numerator of which is the amount on deposit in the Capitalized

Interest Account allocated to Loan Group 1 and the denominator of which is the

aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1 and

(y) a fraction, the numerator of which is 360 and the denominator of which is

the number of days in the first Interest Accrual Period. As to the Class 2-A-2

Certificates, the sum of (i) the Weighted Average Adjusted Net Mortgage Rate

of the Mortgage Loans in Loan Group 2, adjusted for the related Interest

Accrual Period, and (ii) for the initial Distribution Date, the product of (x)

a percentage represented by a fraction, the numerator of which is the amount

on deposit in the Capitalized Interest Account allocated to Loan Group 2 and

the denominator of which is the aggregate Stated Principal Balance of the

Mortgage Loans in Loan Group 2 and (y) 12. As to any Class of Subordinated

Certificates, the sum of (i) the weighted average of the Weighted Average

Adjusted Net Mortgage Rates of the Mortgage Loans in Loan Group 1, Loan Group

2 and Loan Group 3, weighted on the basis of the Subordinated Portion of the

Mortgage Loans in Loan Group 1, Loan Group 2 and Loan Group 3, respectively,

adjusted for the related Interest Accrual Period, and (ii) for the initial

Distribution Date, the product of (x) 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 (y) a fraction, the numerator of which is 360 and

the denominator of which is the actual number of days in the first accrual

period.

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

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: As specified in the Preliminary

Statement.

<PAGE>

Novation Agreement: With respect to the Class 1-A-1 Certificates, the

agreement, dated as of the Closing Date, among Greenwich Capital Markets,

Inc., Bear Stearns Bank plc, the Trustee and the Cap Contract Counterparty, a

form of which is attached hereto as Exhibit S.

Offered Certificates: As specified in the Preliminary Statement.

Officer's Certificate: A certificate (i) in the case of the

Depositor, signed by the Chairman of the Board, the Vice Chairman of the

Board, the President, a Managing Director, a Vice President (however

denominated), an Assistant Vice President, the Treasurer, the Secretary, or

one of the Assistant Treasurers or Assistant Secretaries of the Depositor,

(ii) in the case of the Master Servicer, signed by the President, an Executive

Vice President, a Vice President, an Assistant Vice President, the Treasurer,

or one of the Assistant Treasurers or Assistant Secretaries of Countrywide GP,

Inc., its general partner or (iii) if provided for in this Agreement, signed

by a Servicing Officer, as the case may be, and delivered to the Depositor and

the Trustee, as the case may be, as required by this Agreement.

One-Year MTA: The twelve-month moving average monthly yield on United

States Treasury Securities adjusted to a constant maturity of one year as

published by the Federal Reserve Board in the Federal Reserve Statistical

Release "Selected Interest Rates (H.15)", determined by averaging the monthly

yields for the most recently available twelve months.

Opinion of Counsel: A written opinion of counsel, who may be counsel

for the Depositor, any 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, any Seller and the

Master Servicer, (ii) not have any direct financial interest in the Depositor,

any Seller or the Master Servicer or in any affiliate of either, and (iii) not

be connected with the Depositor, any 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 ten percent (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:

<PAGE>

Class M 6.00%

Class B-1 4.10%

Class B-2a 2.70%

Class B-2b 2.70%

Class B-3 1.70%

Class B-4 1.10%

Class B-5 0.40%

Original Mortgage Loan: The mortgage loan refinanced in connection

with the origination of a Refinancing Mortgage Loan.

Original Subordinate Principal Balance: On or prior to the second

Senior Termination Date, the Subordinated Percentage for a Loan Group of the

aggregate Stated Principal Balances of the Mortgage Loans in such Loan Group,

in each case as of the Cut-off Date or, if such date is after the second

Senior Termination Date, the aggregate of the Class Certificate Balances of

the Subordinated Certificates as of the Closing Date.

OTS: The Office of Thrift Supervision.

Outside Reference Date: As to any Interest Accrual Period for the

COFI Certificates, the close of business on the tenth day thereof.

Outstanding: With respect to the Certificates as of any date of

determination, all Certificates theretofore executed and authenticated under

this Agreement except:

(i) Certificates theretofore canceled by the Trustee or

delivered to the Trustee for cancellation; and

(ii) Certificates in exchange for which or in lieu of which

other Certificates have been executed and delivered by the

Trustee pursuant to this Agreement.

Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with a

Stated Principal Balance greater than zero, which was not the subject of a

Principal Prepayment in Full prior to the end of the related Prepayment Period

and which did not become a Liquidated Mortgage Loan prior to the end of the

related Prepayment Period.

Overcollateralized Group: As defined in Section 4.05.

Ownership Interest: As to any Residual Certificate, any ownership

interest in such Certificate including any interest in such Certificate as the

Holder thereof and any other interest therein, whether direct or indirect,

legal or beneficial.

Park Granada: Park Granada LLC, a Delaware limited liability company,

and its successors and assigns, in its capacity as the seller of the Park

Granada Mortgage Loans to the Depositor.

Park Granada Mortgage Loans: The Mortgage Loans identified as such

on the Mortgage Loan Schedule for which Park Granada is the applicable Seller.

<PAGE>

Pass-Through Margin: With respect to any Distribution Date and each

Class of Floating Rate Certificates, the per annum rate indicated in the

following table:

Pass-Through Pass-Through

Class Margin (1) Margin (2)

Class 1-A-1............. 0.40% 0.80%

Class 2-A-2............. 1.5375% 1.5375%

Class M................. 0.60% 0.90%

Class B-1............... 1.10% 1.65%

Class B-2a.............. 1.25% 1.875%

Class B-2b.............. 1.65% 2.475%

Class B-3............... 1.25% 1.875%

Class B-4............... 1.25% 1.875%

Class B-5............... 1.25% 1.875%

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

(1) For the Interest Accrual Period related to any

Distribution Date occurring on or prior to the

Optional Termination Date.

(2) For each other Interest Accrual Period.

Pass-Through Rate: For any interest-bearing Class of Certificates or

Component, the per annum rate set forth or calculated in the manner described

in the Preliminary Statement.

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.

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 and/or state banking authorities,

provided that the commercial paper and/or long term

unsecured debt obligations of such depository institution or

trust company (or in the case of the principal depository

institution

<PAGE>

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 of

America or entities whose obligations are backed by the full

faith and credit of the United States of America and

repurchase agreements collateralized by such obligations;

and

(vii) such other relatively risk free investments bearing

interest or sold at a discount acceptable to each Rating

Agency as will not result in the downgrading or withdrawal

of the rating then assigned to the Certificates by either

Rating Agency, as evidenced by a signed writing delivered by

each Rating Agency

provided, that no such instrument shall be a Permitted Investment if such

instrument evidences the right to receive interest only payments with respect

to the obligations underlying such instrument.

Permitted Transferee: Any person other than (i) the United States,

any State or political subdivision thereof, or any agency or instrumentality

of any of the foregoing, (ii) a foreign government, International Organization

or any agency or instrumentality of either of the foregoing, (iii) an

organization (except certain farmers' cooperatives described in Section 521 of

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.

<PAGE>

The terms "United States," "State" and "International Organization" shall have

the meanings set forth in Section 7701 of the Code or successor provisions. A

corporation will not be treated as an instrumentality of the United States or

of any State or political subdivision thereof for these purposes if all of its

activities are subject to tax and, with the exception of the Federal Home Loan

Mortgage Corporation, a majority of its board of directors is not selected by

such government unit.

Person: Any individual, corporation, partnership, joint venture,

association, limited liability company, joint-stock company, trust,

unincorporated organization or government, or any agency or political

subdivision thereof.

Physical Certificate: As specified in the Preliminary Statement.

Planned Balance: With respect to any group of Planned Principal

Classes or Components in the aggregate and any Distribution Date appearing in

Schedule V hereto, the Aggregate Planned Balance for such group and

Distribution Date. With respect to any other Planned Principal Class or

Component and any Distribution Date appearing in Schedule V hereto, the

applicable amount appearing opposite such Distribution Date for such Class or

Component.

Planned Principal Classes: As specified in the Preliminary

Statement.

Planned Principal Components: As specified in the Preliminary

Statement.

Pool Stated Principal Balance: The aggregate of the Stated Principal

Balances of the Outstanding Mortgage Loans.

Prepayment Interest Excess: As to any Principal Prepayment received

by the Master Servicer from the first day through the fifteenth day of any

calendar month (other than the calendar month in which the Cut-off Date

occurs), all amounts paid by the related Mortgagor in respect of interest on

such Principal Prepayment. All Prepayment Interest Excess shall be paid to the

Master Servicer as additional master servicing compensation.

Prepayment Interest Shortfall: As to any Distribution Date, any

Mortgage Loan and any Principal Prepayment received on or after the sixteenth

day of the month preceding the month of such Distribution Date (or, in the

case of the first Distribution Date, on or after August 1, 2004) and on or

before the last day of the month preceding the month of such Distribution

Date, the amount, if any, by which one month's interest at the related

Mortgage Rate, net of the related Master Servicing Fee Rate, on such Principal

Prepayment exceeds the amount of interest paid in connection with such

Principal Prepayment.

Prepayment Period: As to any Distribution Date and the related Due

Date, the period from the 16th day of the calendar month immediately preceding

the month in which the Distribution Date occurs (or, in the case of the first

Distribution Date, from August 1, 2004) through the 15th day of the calendar

month in which the Distribution Date occurs.

Primary Insurance Policy: Each policy of primary mortgage guaranty

insurance or any replacement policy therefor with respect to any Mortgage

Loan.

<PAGE>

Prime Rate: The prime commercial lending rate of The Bank of New

York, as publicly announced to be in effect from time to time. The Prime Rate

shall be adjusted automatically, without notice, on the effective date of any

change in such prime commercial lending rate. The Prime Rate is not

necessarily The Bank of New York's lowest rate of interest.

Principal Amount: As to any Distribution Date and any Loan Group, the

sum of (a) the principal portion of each Scheduled Payment (without giving

effect to any reductions thereof caused by any Debt Service Reductions or

Deficient Valuations) due on each Mortgage Loan (other than a Liquidated

Mortgage Loan) in the related Loan Group on the related Due Date to the extent

received or advanced, (b) the principal portion of the Purchase Price of each

Mortgage Loan in the related Loan Group that was repurchased by the applicable

Seller or the Master Servicer pursuant to this Agreement as of such

Distribution Date, (c) the Substitution Adjustment Amount in connection with

any Deleted Mortgage Loan in such Loan Group received with respect to such

Distribution Date, (d) any Insurance Proceeds or net Liquidation Proceeds

allocable to recoveries of principal of Mortgage Loans in the related Loan

Group that are not yet Liquidated Mortgage Loans received during the calendar

month preceding the month of such Distribution Date, (e) with respect to each

Mortgage Loan in a Loan Group that became a Liquidated Mortgage Loan during

the calendar month preceding the month of such Distribution Date, the amount

of the net Liquidation Proceeds allocable to principal received during the

calendar month preceding the month of such Distribution Date with respect to

such Mortgage Loan, (f) all Net Prepayments for such Loan Group received

during the related Prepayment Period, (g) any Transfer Payments Received for

such Loan Group, minus any Transfer Payments Made for such Loan Group and

Distribution Date in accordance with Section 4.05 and (h) any Subsequent

Recoveries received during the calendar month preceding the month of such

Distribution Date.

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 and any Loan

Group, the sum of (i) the amounts described in clauses (a) through (d) of the

definition of "Principal Amount" for such Distribution Date and Loan Group and

(ii) any related net Liquidation Proceeds received during the calendar month

preceding the month of such Distribution Date with respect to the Mortgage

Loans in such Loan Group.

Principal Prepayment in Full: Any Principal Prepayment made by a

Mortgagor of the entire principal balance of a Mortgage Loan.

Principal Relocation Payment: A payment from any Loan Group to

Subsidiary REMIC Regular Interests other than those of their Corresponding

Loan Group as provided in the Preliminary Statement. Principal Relocation

Payments shall be made of principal allocations comprising the Principal

Remittance Amount from a Loan Group and shall also consist of a proportionate

allocation of Realized Losses from the Mortgage Loans of a Loan Group.

Private Certificate: As specified in the Preliminary Statement.

<PAGE>

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.

Pro Rata Subordinated Percentage: As to any Distribution Date and

Loan Group, 100% minus the related Senior Percentage for such Distribution

Date.

Proprietary Lease: With respect to any Cooperative Unit, a lease or

occupancy agreement between a Cooperative Corporation and a holder of related

Coop Shares.

Prospectus Supplement: The prospectus supplement dated August 25,

2004 relating to the Offered Certificates.

PUD: Planned Unit Development.

Purchase Price: With respect to any Mortgage Loan required to be

purchased by the applicable Seller pursuant to Section 2.02 or 2.03 or

purchased at the option of the Master Servicer pursuant to Section 3.11, an

amount equal to the sum of (i) 100% of the unpaid principal balance of the

Mortgage Loan on the date of such purchase, (ii) accrued interest thereon at

the applicable Mortgage Rate (or at the applicable Adjusted Mortgage Rate if

(x) the purchaser is the Master Servicer or (y) if the purchaser is

Countrywide and Countrywide is an affiliate of the Master Servicer) from the

date through which interest was last paid by the Mortgagor to the Due Date in

the month in which the Purchase Price is to be distributed to

Certificateholders and (iii) costs and damages incurred by the Trust Fund in

connection with a repurchase pursuant to Section 2.03 that arises out of a

violation of any predatory or abusive lending law with respect to the related

Mortgage Loan.

Qualified Insurer: A mortgage guaranty insurance company duly

qualified as such under the laws of the state of its principal place of

business and each state having jurisdiction over such insurer in connection

with the insurance policy issued by such insurer, duly authorized and licensed

in such states to transact a mortgage guaranty insurance business in such

states and to write the insurance provided by the insurance policy issued by

it, approved as a FNMA-approved mortgage insurer and having a claims paying

ability rating of at least "AA" or equivalent rating by a nationally

recognized statistical rating organization. Any replacement insurer with

respect to a Mortgage Loan must have at least as high a claims paying ability

rating as the insurer it replaces had on the Closing Date.

Rating Agency: Each of the Rating Agencies specified in the

Preliminary Statement. If any such organization or a successor is no longer in

existence, "Rating Agency" shall be such nationally recognized statistical

rating organization, or other comparable Person, 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.

<PAGE>

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 any 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 and (x) the Delay

Certificates and any Non-Delay Certificates that are Definitive Certificates,

the close of business on the last Business Day of the month preceding the

month in which such Distribution Date occurs and (y) the Non-Delay

Certificates so long as they are Book-Entry Certificates, the Business Day

immediately preceding such Distribution Date.

Reference Bank: As defined in Section 4.07.

Refinancing Mortgage Loan: Any Mortgage Loan originated in

connection with the refinancing of an existing mortgage loan.

Regular Certificates: As specified in the Preliminary Statement.

Relief Act: The Servicemembers Civil Relief Act or similar state laws.

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 (i) interest

collectible on such Mortgage Loan for the most recently ended calendar month

is less than (ii) interest accrued thereon for such month pursuant to the

Mortgage Note.

REMIC: A "real estate mortgage investment conduit" within the meaning

of Section 860D of the Code.

<PAGE>

REMIC Change of Law: Any proposed, temporary or final regulation,

revenue ruling, revenue procedure or other official announcement or

interpretation relating to REMICs and the REMIC Provisions issued after the

Closing Date.

REMIC Provisions: Provisions of the federal income tax law relating

to real estate mortgage investment conduits, which appear at Sections 860A

through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,

and regulations promulgated thereunder, as the foregoing may be in effect from

time to time as well as provisions of applicable state laws.

REO Property: A Mortgaged Property acquired by the Trust Fund through

foreclosure or deed-in-lieu of foreclosure in connection with a defaulted

Mortgage Loan.

Request for Release: The Request for Release submitted by the Master

Servicer to the Trustee, substantially in the form of Exhibits M and N to this

Agreement, as appropriate.

Required Insurance Policy: With respect to any Mortgage Loan, any

insurance policy that is required to be maintained from time to time under

this Agreement.

Residual Certificates: As specified in the Preliminary Statement.

Responsible Officer: When used with respect to the Trustee, any Vice

President, any Assistant Vice President, the Secretary, any Assistant

Secretary, any Trust Officer or any other officer of the Trustee customarily

performing functions similar to those performed by any of the above designated

officers and also to whom, with respect to a particular matter, such matter is

referred because of such officer's knowledge of and familiarity with the

particular subject.

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

Scheduled Balances: Not applicable.

Scheduled Classes: As specified in the Preliminary Statement.

Scheduled Payment: The scheduled monthly payment on a Mortgage Loan

due on any Due Date allocable to principal and/or interest on such Mortgage

Loan which, unless otherwise specified in this Agreement, shall give effect to

any related Debt Service Reduction and any Deficient Valuation that affects

the amount of the monthly payment due on such Mortgage Loan.

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

Seller: Countrywide or Park Granada, as applicable.

Senior Certificate Group: As specified in the Preliminary Statement.

Senior Certificates: As specified in the Preliminary Statement.

Senior Credit Support Depletion Date: The date on which the Class

Certificate Balance of each Class of Subordinated Certificates has been

reduced to zero.

<PAGE>

Senior Percentage: As to any Senior Certificate Group and

Distribution Date, the percentage equivalent of a fraction the numerator of

which is the aggregate of the Class Certificate Balances or Component

Principal Balances (other than the related Class X IO Component) of each Class

of Senior Certificates of such Senior Certificate Group immediately prior to

such Distribution Date and the denominator of which is the aggregate of the

Stated Principal Balances of each Mortgage Loan in the related Loan Group as

of the Due Date in the month preceding the month of that Distribution Date

(after giving effect to Net Prepayments received on the Mortgage Loans in the

Prepayment Period related to that preceding Due Date); provided, however, that

on any Distribution Date after the second Senior Termination Date, the Senior

Percentage for the Senior Certificates of the remaining Senior Certificate

Group is the percentage equivalent of a fraction, the numerator of which is

the aggregate of the Class Certificate Balances or Component Principal

Balances (other than the related Class X IO Component) of each such Class of

Senior Certificates immediately prior to such Distribution Date and the

denominator of which is the aggregate of the Class Certificate Balances or

Component Principal 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 a Senior Certificate Group and

any Distribution Date during the ten years beginning on the first Distribution

Date, 100%. The related Senior Prepayment Percentage for any Distribution Date

occurring on or after the tenth anniversary of the first Distribution Date

will, except as provided in this Agreement, be as follows: for any

Distribution Date in the first year thereafter, the related Senior Percentage

plus 70% of the related Subordinated Percentage for such Distribution Date;

for any Distribution Date in the second year thereafter, the related Senior

Percentage plus 60% of the related Subordinated Percentage for such

Distribution Date; for any Distribution Date in the third year thereafter, the

related Senior Percentage plus 40% of the related Subordinated Percentage for

such Distribution Date; for any Distribution Date in the fourth year

thereafter, the related Senior Percentage plus 20% of the related Subordinated

Percentage for such Distribution Date; and for any Distribution Date

thereafter, the related Senior Percentage for such Distribution Date (unless

on any Distribution Date the related Senior Percentage exceeds the initial

Senior Percentage of such Senior Certificate Group 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, (i) no decrease in

the Senior Prepayment Percentage will occur unless both of the Senior Step

Down Conditions are satisfied with respect to both Loan Groups and (ii) if the

Two Times Test is satisfied on a Distribution Date, (a) on or before the

Distribution Date in August 2007, the Senior Prepayment Percentage for each

Senior Certificate Group will equal the related Senior Percentage plus 50% of

the Pro Rata Subordinated Percentage and (b) after the Distribution Date in

August 2007, the Senior Prepayment Percentage for each Senior Certificate

Group will equal the related Senior Percentage.

Senior Principal Distribution Amount: As to any Distribution Date and

Senior Certificate Group, the sum of (i) the related Senior Percentage of all

amounts described in clauses (a) through (d) of the definition of "Principal

Amount" with respect to the related Loan Group for such Distribution Date,

(ii) with respect to any Mortgage Loan in the related Loan Group that became a

Liquidated Mortgage Loan during the calendar month preceding the month of such

Distribution Date, the lesser of (x) the related Senior Percentage of the

Stated Principal Balance of such Mortgage Loan as of the Due Date in the month

preceding the month of that Distribution

<PAGE>

Date and (y) either (A) the related Senior Prepayment Percentage of the amount

of the Liquidation Proceeds allocable to principal received on such Mortgage

Loan, or (B) if an Excess Loss was sustained with respect to such Liquidated

Mortgage Loan during such prior calendar month, the related Senior Percentage

of the amount of the net Liquidation Proceeds allocable to principal received

with respect to such Mortgage Loan, (iii) the sum of the related Senior

Prepayment Percentage of the amounts described in clauses (f) and (h) of the

definition of "Principal Amount" with respect to the related Loan Group for

such Distribution Date; (iv) any Transfer Payments Received for that Loan

Group and Distribution Date; provided, however that if a Bankruptcy Loss that

is an Excess Loss is sustained with respect to a Mortgage Loan in the related

Loan Group that is not a Liquidated Mortgage Loan, the Senior Principal

Distribution Amount will be reduced on the related Distribution Date by the

related Senior Percentage of the principal portion of such Bankruptcy Loss;

provided further, however, that on any Distribution Date after the second

Senior Termination Date, the Senior Principal Distribution Amount for the

remaining Senior Certificate Group will be calculated pursuant to the above

formula based upon all the Mortgage Loans, as opposed to the Mortgage Loans in

the related Loan Group.

Senior Step Down Conditions: As of the first Distribution Date as to

which any decrease in the Senior Prepayment Percentage applies, (i) the

outstanding principal balance of all Mortgage Loans in a Loan Group 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 (a) if such date is on or

prior to the second Senior Termination Date, the Subordinated Percentage for

such Loan Group of the aggregate Stated Principal Balance of the Mortgage

Loans in that Loan Group, or (b) if such date is after the second Senior

Termination Date, 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 the Mortgage Loans in that Loan Group

do not exceed: (a) with respect to the Distribution Date on the tenth

anniversary of the first Distribution Date, 30% of the Original Subordinate

Principal Balance, (b) with respect to the Distribution Date on the eleventh

anniversary of the first Distribution Date, 35% of the Original Subordinate

Principal Balance, (c) with respect to the Distribution Date on the twelfth

anniversary of the first Distribution Date, 40% of the Original Subordinate

Principal Balance, (d) with respect to the Distribution Date on the thirteenth

anniversary of the first Distribution Date, 45% of the Original Subordinate

Principal Balance and (e) with respect to the Distribution Date on the

fourteenth anniversary of the first Distribution Date, 50% of the Original

Subordinate Principal Balance.

Senior Termination Date: For each Senior Certificate Group, the

Distribution Date on which the aggregate Class Certificate Balance of the

related Classes of Senior Certificates have been reduced to zero.

Servicing Advances: All customary, reasonable and necessary "out of

pocket" costs and expenses incurred in the performance by the Master Servicer

of its servicing obligations, including, but not limited to, the cost of (i)

the preservation, restoration and protection of a Mortgaged Property, (ii) any

expenses reimbursable to the Master Servicer pursuant to Section 3.11 and any

enforcement or judicial proceedings, including foreclosures, (iii) the

management and liquidation of any REO Property and (iv) compliance with the

obligations under Section 3.09.

<PAGE>

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 Coverage Termination Date: The point in time at which

the Special Hazard Loss Coverage Amount is reduced to zero.

Special Hazard Loss: Any Realized Loss suffered by a Mortgaged

Property on account of direct physical loss but not including (i) any loss 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)

any loss 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);

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

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 Loss Coverage Amount: With respect to the first

Distribution Date, $7,762,904. With respect to any Distribution Date after

the first Distribution Date, the lesser of

<PAGE>

(a) the greatest of (i) 1% of the aggregate Stated Principal Balance of the

Mortgage Loans, (ii) twice the principal balance of the largest Mortgage Loan

and (iii) the aggregate of the principal balances of all Mortgage Loans

secured by Mortgaged Properties located in the single California postal zip

code area having the highest aggregate Stated Principal Balance of any such

zip code area and (b) the Special Hazard Loss Coverage Amount as of the

Closing Date less the amount, if any, of Special Hazard Losses allocated to

the Certificates since the Closing Date. All principal balances for the

purpose of this definition will be calculated as of the first day of the

calendar month preceding the month of such Distribution Date after giving

effect to Scheduled Payments on the Mortgage Loans then due, whether or not

paid.

Special Hazard Mortgage Loan: A Liquidated Mortgage Loan as to which

a Special Hazard Loss has occurred.

S&P: Standard & Poor's, 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, 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.

SR-A-R Interest: The sole Class of "residual interest" in the

Subsidiary REMIC.

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 the sum of: (i) any

previous partial Principal Prepayments and the payment of principal due on

such Due Date, irrespective of any delinquency in payment by the related

Mortgagor, and (ii) Liquidation Proceeds allocable to principal (other than

with respect to any Liquidated Mortgage Loan) received in the prior calendar

month and Principal Prepayments received through the last day of the related

Prepayment Period, in each case, with respect to that Mortgage Loan; plus, any

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 the Countrywide's Streamlined Loan Documentation Program then in

effect. For the purposes of this Agreement, a Mortgagor is eligible for a

mortgage pursuant to Countrywide's Streamlined Loan Documentation Program if

that Mortgagor is refinancing an existing mortgage loan that was originated or

acquired by Countrywide where, among other things, the mortgage loan has not

been more than 30 days delinquent in payment during the previous twelve month

period.

Subordinate Weighted Average Rate: For each Interest Accrual Period

related to each Distribution Date, a per annum rate equal to (1) the sum of

the following for each Loan Group: the product of (x) the Weighted Average

Adjusted Net Mortgage Rate of the Mortgage Loans in that Loan Group and (y)

the related Subordinated Portion immediately prior to that Distribution Date,

divided by (2) the aggregate Class Certificate Balance of the Subordinated

Certificates immediately prior to that Distribution Date, adjusted for the

related Interest Accrual Period.

<PAGE>

Subordinated Adjusted Cap Rate: For any Distribution Date, the

weighted average of the Group 1 Adjusted Cap Rate, and the Group 2 Adjusted

Cap Rate (as adjusted to reflect the actual number of days in the related

Interest Accrual Period) and the Group 3 Adjusted Cap Rate (as adjusted to

reflect the actual number of days in the related Interest Accrual Period),

weighted on the basis of the Subordinated Portion of the Mortgage Loans in the

related Loan Group.

Subordinated Certificates: As specified in the Preliminary

Statement.

Subordinated Portion: For any Distribution Date and any Loan Group,

an amount equal to the aggregate Stated Principal Balance of the Mortgage

Loans in that Loan Group as of the end of the Prepayment Period related to the

immediately preceding Distribution Date, minus the sum of the aggregate Class

Certificate Balance of the related Classes of Senior Certificates and the

Component Principal Balance of the related Class X PO Component, in each case

immediately prior to such Distribution Date.

Subordinated Percentage: As to any Distribution Date on or prior to

the second Senior Termination Date and Loan Group, 100% minus the Senior

Percentage for the Senior Certificate Group relating to such Loan Group for

such Distribution Date. As to any Distribution Date after the second Senior

Termination Date, 100% minus the Senior Percentage for such Distribution Date.

Subordinated Prepayment Percentage: As to any Distribution Date and

Loan Group, 100% minus the related Senior Prepayment Percentage for such

Distribution Date.

Subordinated Principal Distribution Amount: With respect to any

Distribution Date and Loan Group, an amount equal to the excess of (A) the

sum, not less than zero, of the sum of (i) the Subordinated Percentage of all

amounts described in clauses (a) through (d) of the definition of "Principal

Amount" for that Loan Group and that Distribution Date, (ii) with respect to

each Mortgage Loan in that Loan Group that became a Liquidated Mortgage Loan

during the calendar month preceding the month of such Distribution Date, the

Liquidation Proceeds allocable to principal received with respect thereto

remaining after application thereof pursuant to clause (ii) of the definition

of "Senior Principal Distribution Amount", up to the Subordinated Percentage

for such Loan Group of the Stated Principal Balance of that Mortgage Loan as

of the Due Date in the month preceding the month of such Distribution Date,

and (iii) the Subordinated Prepayment Percentage for that Loan Group of all

amounts described in clauses (f) and (h) of the definition of "Principal

Amount" for such Loan Group and Distribution Date over (B) any Transfer

Payments Made for such Loan Group; provided, however, that on any Distribution

Date after the second Senior Termination Date, the Subordinated Principal

Distribution Amount will not be calculated by Loan Group but will equal the

amount calculated pursuant to the formula set forth above based on the related

Subordinated Percentage and Subordinated Prepayment Percentage for the

Subordinated Certificates for such Distribution Date with respect to all of

the Mortgage Loans as opposed to the Mortgage Loans only in the related Loan

Group.

Subsequent Recoveries: As to any Distribution Date, with respect to a

Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar

month, unexpected amounts received by the Master Servicer (net of any related

expenses permitted to be reimbursed pursuant to Section 3.08) specifically

related to such Liquidated Mortgage Loan.

<PAGE>

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.

Subsidiary REMIC: As described in the Preliminary Statement.

Subsidiary REMIC Interest: Any one of the Subsidiary REMIC Interests

or the SR-A-R Interest.

Subsidiary REMIC Regular Interest: Any one of the "regular

interests" in the Subsidiary REMIC described in the Preliminary Statement.

Substitute Mortgage Loan: A Mortgage Loan substituted by the

applicable Seller for a Deleted Mortgage Loan which must, on the date of such

substitution, as confirmed in a Request for Release, substantially in the form

of Exhibit M, (i) have a Stated Principal Balance, after deduction of the

principal portion of the Scheduled Payment due in the month of substitution,

not in excess of, and not more than 10% less than the Stated Principal Balance

of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower

than and not more than 1% per annum higher than, that of the Deleted Mortgage

Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted

Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not

more than one year less than that of) the Deleted Mortgage Loan; (v) have a

maximum interest rate no lower than and not more than 1% per annum higher

than, that of the Deleted Mortgage Loan; (vi) have a minimum interest

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 reset period and periodic rate cap as the Deleted

Mortgage Loan and a gross margin not more than 1% per annum higher or lower

than that of the Deleted Mortgage Loan; (viii) not be a Cooperative Loan

unless the Deleted Mortgage Loan was a Cooperative Loan; and (ix) comply with

each representation and warranty set forth in Section 2.03.

Substitution Adjustment Amount: The meaning ascribed to such term

pursuant to Section 2.03.

Targeted Balance: With respect to any group of Targeted Principal

Classes or Components in the aggregate and any Distribution Date appearing in

Schedule V hereto, the Aggregate Targeted Balance for such group and

Distribution Date. With respect to any other Targeted Principal Class or

Component and any Distribution Date appearing in Schedule V hereto, the

applicable amount appearing opposite such Distribution Date for such Class or

Component.

Targeted Principal Classes: As specified in the Preliminary

Statement.

Tax Matters Person: The person designated as "tax matters person"

in the manner provided under Treasury regulation ss. 1.860F-4(d) and temporary

Treasury regulation ss. 301.6231(a)(7)1T. Initially, the Tax Matters Person

shall be the Trustee.

Tax Matters Person Certificate: The Class A-R Certificate with a

Denomination of $0.01.

<PAGE>

Transfer: Any direct or indirect transfer or sale of any Ownership

Interest in a Residual Certificate.

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

Transfer Payment Received.

Transfer Payment Made: As defined in Section 4.05.

Transfer Payment Received: As defined in Section 4.05.

Trust Fund: The corpus of the trust created under this Agreement

consisting of (i) the Mortgage Loans and all interest and principal received

on or with respect thereto after the Cut-off Date to the extent not applied in

computing the Cut-off Date Principal Balance of the Mortgage Loans; (ii) the

Certificate Account, the Distribution Account, the Capitalized Interest

Account, the Carryover Reserve Fund and the Class 1-A-1 Reserve Fund, and all

amounts deposited therein pursuant to the applicable provisions of this

Agreement; (iii) the Cap Contract, (iv) property that secured a Mortgage Loan

and has been acquired by foreclosure, deed-in-lieu of foreclosure or

otherwise; and (v) all proceeds of the conversion, voluntary or involuntary,

of any of the foregoing.

Trustee: The Bank of New York and its successors and, if a successor

trustee is appointed under this Agreement, such successor.

Trustee Advance Rate: With respect to any Advance made by the Trustee

pursuant to Section 4.01(b), a per annum rate of interest determined as of the

date of such Advance equal to the Prime Rate in effect on such date plus

5.00%.

Trustee Fee: As to any Distribution Date, an amount equal to

one-twelfth of the Trustee Fee Rate multiplied by the Pool Stated Principal

Balance with respect to such Distribution Date.

Trustee Fee Rate: With respect to each Mortgage Loan, 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, if (i) the Aggregate

Subordinated Percentage is at least 200% of the Aggregate Subordinated

Percentage as of the Closing Date, (ii) the outstanding aggregate Stated

Principal Balance of all Mortgage Loans delinquent 60 days or more (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 (ii) the cumulative Realized Losses on all the Mortgage Loans do not

exceed (x) with respect to any Distribution Date on or before August 2007, 20%

of the aggregate Class Certificate Balance of the Subordinated Certificates on

the Closing Date or (y) with respect to any Distribution Date after August

2007, 30% of the aggregate Class Certificate Balance of the Subordinated

Certificates on the Closing Date.

Undercollateralized Group: As defined in Section 4.05.

Underwriters: As specified in the Preliminary Statement.

<PAGE>

Underwriter's Exemption: Prohibited Transaction Exemption 2002-41,

67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any

substantially similar administrative exemption granted by the U.S. Department

of Labor.

Voting Rights: The portion of the voting rights of all of the

Certificates which is allocated to any Certificate. As of any date of

determination, (a) 1% of all Voting Rights shall be allocated to each Class of

Notional Amount Certificates, if any (such Voting Rights to be allocated among

the holders of Certificates of each such Class in accordance with their

respective Percentage Interests), and (b) the remaining Voting Rights (or 100%

of the Voting Rights if there is no Class of Notional Amount Certificates)

shall be allocated among Holders of the remaining Classes of Certificates in

proportion to the Certificate Balances of their respective Certificates on

such date.

Weighted Average Adjusted Net Mortgage Rate: As to any Distribution

Date and Loan Group, the average of the Adjusted Net Mortgage Rate of each

Mortgage Loan in that Loan Group, weighted on the basis of its Stated

Principal Balance as of the end of the Prepayment Period related to the

immediately preceding Distribution Date.

<PAGE>

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

SECTION 2.01. Conveyance of Mortgage Loans

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

(a) Each Seller, concurrently with the execution and delivery of this

Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys

to the Depositor, without recourse, all its respective right, title and

interest in and to the related Mortgage Loans, including all interest and

principal received or receivable by such Seller, on or with respect to the

applicable Mortgage Loans after the Cut-off Date and all interest and

principal payments on the related Mortgage Loans received prior to the Cut-off

Date in respect of installments of interest and principal due thereafter, but

not including payments of principal and interest due and payable on such

Mortgage Loans on or before the Cut-off Date. On or prior to the Closing Date,

Countrywide shall deliver to the Depositor or, at the Depositor's direction,

to the Trustee or other designee of the Depositor, the Mortgage File for each

Mortgage Loan listed in the Mortgage Loan Schedule (except that, in the case

of the Delay Delivery Mortgage Loans (which may include Countrywide Mortgage

Loans and Park Granada Mortgage Loans), such delivery may take place within

thirty (30) days following the Closing Date). Such delivery of the Mortgage

Files shall be made against payment by the Depositor of the purchase price,

previously agreed to by the Sellers and Depositor, for the Mortgage Loans.

With respect to any Mortgage Loan that does not have a first payment date on

or before the Due Date in the month of the first Distribution Date,

Countrywide shall deposit into the Distribution Account on or before the

Distribution Account Deposit Date relating to the first Distribution Date, an

amount equal to one month's interest at the related Adjusted Mortgage Rate on

the Cut-off Date Principal Balance of such Mortgage Loan.

(b) Immediately upon the conveyance of the Mortgage Loans referred to

in clause (a), the Depositor sells, transfers, assigns, sets over and

otherwise conveys to the Trustee for the benefit of the Certificateholders,

without recourse, all the right, title and interest of the Depositor in and to

the Trust Fund together with the Depositor's right to require each Seller to

cure any breach of a representation or warranty made in this Agreement by such

Seller or to repurchase or substitute for any affected Mortgage Loan in

accordance herewith.

clause (b) above, the Depositor has delivered or caused to be delivered to the

Trustee within thirty (30) days following the Closing Date for the benefit of

the Certificateholders the following documents or instruments with respect to

each Mortgage Loan so assigned:

(i) (A) the original Mortgage Note endorsed by manual or

facsimile signature in blank in the following form: "Pay to

the order of ____________ without recourse," with all

intervening endorsements showing a complete chain of

endorsement from the originator to the Person endorsing the

Mortgage Note (each such endorsement being sufficient to

transfer all right, title and interest of the party so

endorsing, as noteholder or assignee thereof, in and to that

Mortgage Note); or

<PAGE>

(B) with respect to any Lost Mortgage Note, a lost

note affidavit from Countrywide stating that the original

Mortgage Note was lost or destroyed, together with a copy of

such Mortgage Note;

(ii) except as provided below and for each Mortgage Loan

that is not a MERS Mortgage Loan, the original recorded

Mortgage or a copy of such Mortgage certified by Countrywide

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;

(D) The executed Recognition Agreement;

<PAGE>

(E) The executed UCC-1 financing statement with

evidence of recording thereon which have been filed

in all places required to perfect the applicable

Seller's interest in the Coop Shares and the

Proprietary Lease; and

(F) The executed UCC-3 financing statements or

other appropriate UCC financing statements required

by state law, evidencing a complete and unbroken line

from the mortgagee to the Trustee with evidence of

recording thereon (or in a form suitable for

recordation).

In addition, in connection with the assignment of any MERS Mortgage

Loan, each Seller agrees that it will cause, at the Trustee's expense, the

MERS(R) System to indicate that the Mortgage Loans sold by such Seller to the

Depositor have been assigned by that Seller to the Trustee in accordance with

this Agreement for the benefit of the Certificateholders by including (or

deleting, in the case of Mortgage Loans which are repurchased in accordance

with this Agreement) in such computer files the information required by the

MERS(R) System to identify the series of the Certificates issued in connection

with such Mortgage Loans. Each Seller further agrees that it will not, and

will not permit the Master Servicer to, and the Master Servicer agrees that it

will not, alter the information referenced in this paragraph with respect to

any Mortgage Loan sold by such Seller to the Depositor during the term of this

Agreement unless and until such Mortgage Loan is repurchased in accordance

with the terms of this Agreement.

In the event that in connection with any Mortgage Loan that is not a

MERS Mortgage Loan the Depositor cannot deliver (a) the original recorded

Mortgage, (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 either the Master Servicer or the Depositor by the applicable title insurer

in the case of clause (v) above, the Depositor shall promptly deliver to the

Trustee, in the case of clause (ii) or (iii) above, such original Mortgage or

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. The Depositor shall forward or cause to be forwarded to the

Trustee (a) from time to time additional original documents evidencing an

assumption or modification of a Mortgage Loan and (b) any other documents

required to be delivered by the Depositor or the Master Servicer to the

Trustee. In the event that the original Mortgage is not delivered and in

connection with the payment in full of the related Mortgage Loan and the

public recording office requires the presentation of a "lost instruments

affidavit and indemnity" or any equivalent document, because only a copy of

<PAGE>

the Mortgage can be delivered with the instrument of satisfaction or

reconveyance, the Master Servicer shall execute and deliver or cause to be

executed and delivered such a document to the public recording office. In the

case where a public recording office retains the original recorded Mortgage or

in the case where a Mortgage is lost after recordation in a public recording

office, Countrywide shall deliver to the Trustee a copy of such Mortgage

certified by such public recording office to be a true and complete copy of

the original recorded Mortgage.

As promptly as practicable subsequent to such transfer and

assignment, and in any event, within thirty (30) days after such transfer and

assignment, the Trustee shall (i) as the assignee thereof, affix the following

language to each assignment of Mortgage: "CWMBS Series 2004-20, 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 thirty (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 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 the above documents to

the Trustee, will deposit in the Certificate Account the portion of such

payment that is required to be deposited in the Certificate Account pursuant

to Section 3.05.

Notwithstanding anything to the contrary in this Agreement, within

thirty (30) days after the Closing Date with respect to the Mortgage Loans,

Countrywide (on its own behalf and on behalf of Park Granada) shall either (i)

deliver to the Depositor, or at the Depositor's direction, to the Trustee or

other designee of the Depositor the Mortgage File as required pursuant to this

Section 2.01 for each Delay Delivery Mortgage Loan or (ii) either (A)

substitute a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or

(B) repurchase the Delay Delivery Mortgage Loan, which substitution or

repurchase shall be accomplished in the manner and subject to the conditions

set forth in Section 2.03 (treating each Delay Delivery Mortgage Loan as a

Deleted Mortgage Loan for purposes of such Section 2.03); provided, however,

that if Countrywide fails to deliver a Mortgage File for any Delay Delivery

Mortgage Loan within the thirty (30)-day period provided in the prior

sentence, Countrywide (on its own behalf and on behalf of Park Granada) shall

use its best reasonable efforts to effect a substitution, rather than a

repurchase of, such Deleted Mortgage Loan and provided further that the cure

period provided for in Section 2.02 or in Section 2.03 shall not apply to the

initial delivery of the Mortgage File for such Delay Delivery Mortgage Loan,

but rather Countrywide (on its own behalf and on behalf of Park Granada) shall

have five (5) Business Days to cure such failure to deliver. At the end of

such thirty (30)-day period the Trustee shall send a Delay Delivery

Certification for the Delay Delivery Mortgage Loans delivered during such

thirty (30)-day period in accordance with the provisions of Section 2.02.

<PAGE>

(d) Neither the Depositor nor the Trust will acquire or hold any

Mortgage Loan that would violate the representations made by Countrywide set

forth in clauses (48) and (49) of Schedule III-A hereto.

SECTION 2.02. Acceptance by Trustee of the Mortgage Loans.

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

(a) The Trustee acknowledges receipt of the documents identified in

the Initial Certification in the form annexed hereto as Exhibit F (an "Initial

Certification") and declares that it holds and will hold such documents and

the other documents delivered to it constituting the Mortgage Files, and that

it holds or will hold such other assets as are included in the Trust Fund, in

trust for the exclusive use and benefit of all present and future

Certificateholders. The Trustee acknowledges that it will maintain possession

of the Mortgage Notes in the State of California, unless otherwise permitted

by the Rating Agencies.

The Trustee agrees to execute and deliver on the Closing Date to the

Depositor, the Master Servicer and Countrywide (on its own behalf and on

behalf of Park Granada) an Initial Certification in the form annexed to this

Agreement as Exhibit F. Based on its review and examination, and only as to

the documents identified in such Initial Certification, the Trustee

acknowledges that such documents appear regular on their face and relate to

the Mortgage Loans. The Trustee shall be under no duty or obligation to

inspect, review or examine said documents, instruments, certificates or other

papers to determine that the same are genuine, enforceable or appropriate for

the represented purpose or that they have actually been recorded in the real

estate records or that they are other than what they purport to be on their

face.

On or about the thirtieth (30th) day after the Closing Date, the

Trustee shall deliver to the Depositor, the Master Servicer and Countrywide

(on its own behalf and on behalf of Park Granada) a Delay Delivery

Certification with respect to the Mortgage Loans in the form annexed hereto as

Exhibit G (a "Delay Delivery Certification"), with any applicable exceptions

noted thereon.

Not later than 90 days after the Closing Date, the Trustee shall

deliver to the Depositor, the Master Servicer and Countrywide (on its own

behalf and on behalf of Park Granada) 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 (i) any endorsement is sufficient to transfer all

right, title and interest of the party so endorsing, as noteholder or assignee

thereof, in and to that Mortgage Note or (ii) any assignment is in recordable

form or is sufficient to effect the assignment of and transfer to the assignee

thereof under the mortgage to which the assignment relates. Countrywide (on

its own behalf and on behalf of Park Granada) shall promptly correct or cure

such defect within 90 days from the date it was so notified of such defect

and, if Countrywide does not correct or cure such defect within such period,

Countrywide (on its own behalf and on behalf of Park Granada) shall either (a)

substitute for the related Mortgage Loan a Substitute Mortgage Loan, which

substitution shall be accomplished in the manner and subject to the conditions

set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee

within 90 days from the date

<PAGE>

Countrywide (on its own behalf and on behalf of Park Granada) was notified of

such defect in writing at the Purchase Price of such Mortgage Loan; provided,

however, that in no event shall such substitution or purchase occur more than

540 days from the Closing Date, except that if the substitution or purchase of

a Mortgage Loan pursuant to this provision is required by reason of a delay in

delivery of any documents by the appropriate recording office, and there is a

dispute between either the Master Servicer or Countrywide (on its own behalf

and on behalf of Park Granada) and the Trustee over the location or status of

the recorded document, then such substitution or purchase shall occur within

720 days from the Closing Date. The Trustee shall deliver written notice to

each Rating Agency within 270 days from the Closing Date indicating each

Mortgage Loan (a) that has not been returned by the appropriate recording

office or (b) as to which there is a dispute as to location or status of such

Mortgage Loan. Such notice shall be delivered every 90 days thereafter until

the related Mortgage Loan is returned to the Trustee. Any such substitution

pursuant to (a) above or purchase pursuant to (b) above shall not be effected

prior to the delivery to the Trustee of the Opinion of Counsel required by

Section 2.05, if any, and any substitution pursuant to (a) above shall not be

effected prior to the additional delivery to the Trustee of a Request for

Release substantially in the form of Exhibit N. No substitution is permitted

to be made in any calendar month after the Determination Date for such month.

The Purchase Price for any such Mortgage Loan shall be deposited by

Countrywide (on its own behalf and on behalf of Park Granada) in the

Certificate Account on or prior to the Distribution Account Deposit Date for

the Distribution Date in the month following the month of repurchase and, upon

receipt of such deposit and certification with respect thereto in the form of

Exhibit N hereto, the Trustee shall release the related Mortgage File to

Countrywide (on its own behalf and on behalf of Park Granada) and shall

execute and deliver at Countrywide's (on its own behalf and on behalf of Park

Granada) request such instruments of transfer or assignment prepared by

Countrywide, in each case without recourse, as shall be necessary to vest in

Countrywide (on its own behalf and on behalf of Park Granada), or its

designee, the Trustee's interest in any Mortgage Loan released pursuant

hereto. If pursuant to the foregoing provisions Countrywide (on its own behalf

and on behalf of Park Granada) repurchases a Mortgage Loan that is a MERS

Mortgage Loan, the Master Servicer shall either (i) cause MERS to execute and

deliver an assignment of the Mortgage in recordable form to transfer the

Mortgage from MERS to Countrywide (on its own behalf and on behalf of Park

Granada) or its designee and shall cause such Mortgage to be removed from

registration on the MERS(R) System in accordance with MERS' rules and

regulations or (ii) cause MERS to designate on the MERS(R) System Countrywide

(on its own behalf and on behalf of Park Granada) or its designee as the

beneficial holder of such Mortgage Loan.

(b) [Reserved].

(d) The Trustee shall retain possession and custody of each Mortgage

File in accordance with and subject to the terms and conditions set forth in

this Agreement. The Master Servicer shall promptly deliver to the Trustee,

upon the execution or receipt thereof, the originals of such other documents

or instruments constituting the Mortgage File as come into the possession of

the Master Servicer from time to time.

(e) It is understood and agreed that the respective obligations of

each Seller to substitute for or to purchase any Mortgage Loan sold to the

Depositor by it which does not meet the

<PAGE>

requirements of Section 2.01 above shall constitute the sole remedy respecting

such defect available to the Trustee, the Depositor and any Certificateholder

against that Seller.

SECTION 2.03. Representations, Warranties and Covenants of the

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

Sellers and Master Servicer.

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

(a) Countrywide hereby makes the representations and warranties set

forth in (i) Schedule II-A and Schedule II-B hereto, and by this reference

incorporated herein, to the Depositor, the Master Servicer and the Trustee, as

of the Closing Date, (ii) Schedule III-A hereto, and by this reference

incorporated herein, to the Depositor, the Master Servicer and the Trustee, as

of the Closing Date, or if so specified therein, as of the Cut-off Date with

respect to the Mortgage Loans, and (iii) Schedule III-B hereto, and by this

reference incorporated herein, to the Depositor, the Master Servicer and the

Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off

Date with respect to the Mortgage Loans that are Countrywide Mortgage Loans.

Park Granada hereby makes the representations and warranties set forth in (i)

Schedule II-B hereto, and by this reference incorporated herein, to the

Depositor, the Master Servicer and the Trustee, as of the Closing Date and

(ii) Schedule III-C hereto, and by this reference incorporated herein, to the

Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if

so specified therein, as of the Cut-off Date with respect to the Mortgage

Loans that are Park Granada Mortgage Loans.

(b) The Master Servicer hereby makes the representations and

warranties set forth in Schedule IV hereto, and by this reference incorporated

herein, to the Depositor and the Trustee, as of the Closing Date.

representation or warranty with respect to a Mortgage Loan made pursuant to

Section 2.03(a) that materially and adversely affects the interests of the

Certificateholders in that Mortgage Loan, the party discovering such breach

shall give prompt notice thereof to the other parties. Each Seller hereby

covenants that within 90 days of the earlier of its discovery or its receipt

of written notice from any party of a breach of any representation or warranty

with respect to a Mortgage Loan sold by it pursuant to Section 2.03(a) that

materially and adversely affects the interests of the Certificateholders in

that Mortgage Loan, it shall cure such breach in all material respects, and if

such breach is not so cured, shall, (i) if such 90-day period expires prior to

the second anniversary of the Closing Date, remove such Mortgage Loan (a

"Deleted Mortgage Loan") from the Trust Fund and substitute in its place a

Substitute Mortgage Loan, in the manner and subject to the conditions set

forth in this Section; or (ii) repurchase the affected Mortgage Loan or

Mortgage Loans from the Trustee at the Purchase Price in the manner set forth

below; provided, however, that any such substitution pursuant to (i) above

shall not be effected prior to the delivery to the Trustee of the Opinion of

Counsel required by Section 2.05, if any, and any such substitution pursuant

to (i) above shall not be effected prior to the additional delivery to the

Trustee of a Request for Release substantially in the form of Exhibit N and

the Mortgage File for any such Substitute Mortgage Loan. The Seller

repurchasing a Mortgage Loan pursuant to this Section 2.03(c) shall promptly

reimburse the Master Servicer and the Trustee for any expenses reasonably

incurred by the Master Servicer or the Trustee in respect of enforcing the

remedies for such breach. With respect to the representations and warranties

described in this Section which are made to the best of a Seller's knowledge,

if it is discovered by either the Depositor, a Seller or the Trustee that the

substance of such representation and warranty is

<PAGE>

inaccurate and such inaccuracy materially and adversely affects the value of

the related Mortgage Loan or the interests of the Certificateholders therein,

notwithstanding that Seller's lack of knowledge with respect to the substance

of such representation or warranty, such inaccuracy shall be deemed a breach

of the applicable representation or warranty.

With respect to any Substitute Mortgage Loan or Loans sold to the

Depositor by a Seller, Countrywide (on its own behalf and on behalf of Park

Granada) shall deliver to the Trustee for the benefit of the

Certificateholders the Mortgage Note, the Mortgage, the related assignment of

the Mortgage, and such other documents and agreements as are required by

Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as

required by Section 2.01. No substitution is permitted to be made in any

calendar month after the Determination Date for such month. Scheduled Payments

due with respect to Substitute Mortgage Loans in the month of substitution

shall not be part of the Trust Fund and will be retained by the related Seller

on the next succeeding Distribution Date. For the month of substitution,

distributions to Certificateholders will include the monthly payment due on

any Deleted Mortgage Loan for such month and thereafter that Seller shall be

entitled to retain all amounts received in respect of such Deleted Mortgage

Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the

benefit of the Certificateholders to reflect the removal of such Deleted

Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans

and the Master Servicer shall deliver the amended Mortgage Loan Schedule to

the Trustee. Upon such substitution, the Substitute Mortgage Loan or Loans

shall be subject to the terms of this Agreement in all respects, and the

related Seller shall be deemed to have made with respect to such Substitute

Mortgage Loan or Loans, as of the date of substitution, the representations

and warranties made pursuant to Section 2.03(a) with respect to such Mortgage

Loan. Upon any such substitution and the deposit to the Certificate Account of

the amount required to be deposited therein in connection with such

substitution as described in the following paragraph, the Trustee shall

release the Mortgage File held for the benefit of the Certificateholders

relating to such Deleted Mortgage Loan to the related Seller and shall execute

and deliver at such Seller's direction such instruments of transfer or

assignment prepared by Countrywide (on its own behalf and on behalf of Park

Granada), in each case without recourse, as shall be necessary to vest title

in that Seller, or its designee, the Trustee's interest in any Deleted

Mortgage Loan substituted for pursuant to this Section 2.03.

For any month in which a Seller substitutes one or more Substitute

Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer

will determine the amount (if any) by which the aggregate principal balance of

all Substitute Mortgage Loans sold to the Depositor by that Seller as of the

date of substitution is less than the aggregate Stated Principal Balance of

all Deleted Mortgage Loans repurchased by that Seller (after application of

the scheduled principal portion of the monthly payments due in the month of

substitution). The amount of such shortage (the "Substitution Adjustment

Amount") plus an amount equal to the aggregate of any unreimbursed Advances

with respect to such Deleted Mortgage Loans shall be deposited in the

Certificate Account by Countrywide (on its own behalf and on behalf of Park

Granada) on or before the Distribution Account Deposit Date for the

Distribution Date in the month succeeding the calendar month during which the

related Mortgage Loan became required to be purchased or replaced hereunder.

In the event that a Seller shall have repurchased a Mortgage Loan,

the Purchase Price therefor shall be deposited in the Certificate Account

pursuant to Section 3.05 on or before the Distribution Account Deposit Date

for the Distribution Date in the month following the month

<PAGE>

during which that Seller became obligated hereunder to repurchase or replace

such Mortgage Loan and upon such deposit of the Purchase Price, the delivery

of the Opinion of Counsel required by Section 2.05 and receipt of a Request

for Release in the form of Exhibit N hereto, the Trustee shall release the

related Mortgage File held for the benefit of the Certificateholders to such

Person, and the Trustee shall execute and deliver at such Person's direction

such instruments of transfer or assignment prepared by such Person, in each

case without recourse, as shall be necessary to transfer title from the

Trustee. It is understood and agreed that the obligation under this Agreement

of any Person to cure, repurchase or replace any Mortgage Loan as to which a

breach has occurred and is continuing shall constitute the sole remedy against

such Persons respecting such breach available to Certificateholders, the

Depositor or the Trustee on their behalf.

The representations and warranties made pursuant to this Section 2.03

shall survive delivery of the respective Mortgage Files to the Trustee for the

benefit of the Certificateholders.

SECTION 2.04. Representations and Warranties of the Depositor as to

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

the Mortgage Loans.

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

The Depositor hereby represents and warrants to the Trustee with

respect to each Mortgage Loan as of the date of this Agreement or such other

date set forth in this Agreement that as of the Closing Date, and following

the transfer of the Mortgage Loans to it by each Seller, the Depositor had

good title to the Mortgage Loans and the Mortgage Notes were subject to no

offsets, defenses or counterclaims.

The Depositor hereby assigns, transfers and conveys to the Trustee

all of its rights with respect to the Mortgage Loans including, without

limitation, the representations and warranties of each Seller made pursuant to

Section 2.03(a), together with all rights of the Depositor to require a Seller

to cure any breach thereof or to repurchase or substitute for any affected

Mortgage Loan in accordance with this Agreement.

It is understood and agreed that the representations and warranties

set forth in this Section 2.04 shall survive delivery of the Mortgage Files to

the Trustee. Upon discovery by the Depositor or the Trustee of a breach of any

of the foregoing representations and warranties set forth in this Section 2.04

(referred to herein as a "breach"), which breach materially and adversely

affects the interest of the Certificateholders, the party discovering such

breach shall give prompt written notice to the others and to each Rating

Agency.

SECTION 2.05. Delivery of Opinion of Counsel in Connection with

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

Substitutions.

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

(a) Notwithstanding any contrary provision of this Agreement, no

substitution pursuant to Section 2.02 or Section 2.03 shall be made more than

90 days after the Closing Date unless Countrywide delivers to the Trustee an

Opinion of Counsel, which Opinion of Counsel shall not be at the expense of

either the Trustee or the Trust Fund, addressed to the Trustee, to the effect

that such substitution will not (i) result in the imposition of the tax on

"prohibited transactions" on the Trust Fund or contributions after the Startup

Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively,

or (ii) cause any REMIC created under this Agreement to fail to qualify as a

REMIC at any time that any Certificates are outstanding.

<PAGE>

(b) Upon discovery by the Depositor, a Seller, the Master Servicer,

or the Trustee that any Mortgage Loan does not constitute a "qualified

mortgage" within the meaning of Section 860G(a)(3) of the Code, the party

discovering such fact shall promptly (and in any event within five (5)

Business Days of discovery) give written notice thereof to the other parties.

In connection therewith, the Trustee shall require Countrywide (on its own

behalf and on behalf of Park Granada) at its option, to either (i) substitute,

if the conditions in Section 2.03(c) with respect to substitutions are

satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii)

repurchase the affected Mortgage Loan within 90 days of such discovery in the

same manner as it would a Mortgage Loan for a breach of representation or

warranty made pursuant to Section 2.03. The Trustee shall reconvey to

Countrywide the Mortgage Loan to be released pursuant to this Section in the

same manner, and on the same terms and conditions, as it would a Mortgage Loan

repurchased for breach of a representation or warranty contained in Section

2.03.

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. REMIC Matters.

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

The Preliminary Statement sets forth the designations and "latest

possible maturity date" for federal income tax purposes of all interests

created hereby. The "Startup Day" for purposes of the REMIC Provisions shall

be the Closing Date. The "tax matters person" with respect to each REMIC

hereunder shall be the Trustee and the Trustee shall hold the Tax Matters

Person Certificate. Each REMIC's fiscal year shall be the calendar year.

SECTION 2.08. Covenants of the Master Servicer.

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

The Master Servicer hereby covenants to the Depositor and the Trustee

as follows:

(a) the Master Servicer shall comply in the performance of its

obligations under this Agreement with all reasonable rules and requirements of

the insurer under each Required Insurance Policy; and

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

furnished in writing or written report delivered to the Depositor, any

affiliate of the Depositor or the Trustee and prepared by the Master Servicer

pursuant to this Agreement will contain any untrue statement of a material

fact or omit to state a material fact necessary to make such information,

certificate, statement or report not misleading.

<PAGE>

ARTICLE III

ADMINISTRATION AND SERVICING

OF MORTGAGE LOANS

SECTION 3.01. Master Servicer to Service Mortgage Loans.

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

For and on behalf of the Certificateholders, the Master Servicer

shall service and administer the Mortgage Loans in accordance with the terms

of this Agreement and customary and usual standards of practice of prudent

mortgage loan servicers. In connection with such servicing and administration,

the Master Servicer shall have full power and authority, acting alone and/or

through Subservicers as provided in Section 3.02, subject to the terms of this

Agreement (i) to execute and deliver, on behalf of the Certificateholders and

the Trustee, customary consents or waivers and other instruments and

documents, (ii) to consent to transfers of any Mortgaged Property and

assumptions of the Mortgage Notes and related Mortgages (but only in the

manner provided in this Agreement), (iii) to collect any Insurance Proceeds

and other Liquidation Proceeds (which for the purpose of this Section 3.01

includes any Subsequent Recoveries), and (iv) to effectuate foreclosure or

other conversion of the ownership of the Mortgaged Property securing any

Mortgage Loan; provided that the Master Servicer shall not take any action

that is inconsistent with or prejudices the interests of the Trust Fund or the

Certificateholders in any Mortgage Loan or the rights and interests of the

Depositor, the Trustee and the Certificateholders under this Agreement. The

Master Servicer shall represent and protect the interests of the Trust Fund in

the same manner as it protects its own interests in mortgage loans in its own

portfolio in any claim, proceeding or litigation regarding a Mortgage Loan,

and shall not make or permit any modification, waiver or amendment of any

Mortgage Loan which would cause any REMIC created under this Agreement to fail

to qualify as a REMIC or result in the imposition of any tax under Section

860F(a) or Section 860G(d) of the Code. Without limiting the generality of the

foregoing, the Master Servicer, in its own name or in the name of the

Depositor and the Trustee, is hereby authorized and empowered by the Depositor

and the Trustee, when the Master Servicer believes it appropriate in its

reasonable judgment, to execute and deliver, on behalf of the Trustee, the

Depositor, the Certificateholders or any of them, any and all instruments of

satisfaction or cancellation, or of partial or full release or discharge and

all other comparable instruments, with respect to the Mortgage Loans, and with

respect to the Mortgaged Properties held for the benefit of the

Certificateholders. The Master Servicer shall prepare and deliver to the

Depositor and/or the Trustee such documents requiring execution and delivery

by either or both of them as are necessary or appropriate to enable the Master

Servicer to service and administer the Mortgage Loans to the extent that the

Master Servicer is not permitted to execute and deliver such documents

pursuant to the preceding sentence. Upon receipt of such documents, the

Depositor and/or the Trustee shall execute such documents and deliver them to

the Master Servicer. The Master Servicer further is authorized and empowered

by the Trustee, on behalf of the Certificateholders and the Trustee, in its

own name or in the name of the Subservicer, when the Master Servicer or the

Subservicer, as the case may be, believes it appropriate in its best judgment

to register any Mortgage Loan on the MERS(R) System, or cause the removal from

the registration of any Mortgage Loan on the MERS(R) System, to execute and

deliver, on behalf of the Trustee and the Certificateholders or any of them,

any and all instruments of assignment and other comparable instruments with

respect to such assignment or re-recording of a Mortgage in the name of MERS,

solely as nominee for the Trustee and its successors and assigns.

<PAGE>

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.

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 under this Agreement and may, but is not obligated to,

perform, or cause a designee to perform, any defaulted obligation of the

Master Servicer under this Agreement and in connection with any such defaulted

obligation to exercise the related rights of the Master Servicer under this

Agreement; provided that the Master Servicer shall not be relieved of any of

its obligations under this Agreement 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.

<PAGE>

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 under this Agreement (including by reason of an Event

of Default), the Trustee or its successor shall then assume all of the rights

and obligations of the Master Servicer under this Agreement 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 under this Agreement including,

but not limited to, repurchases or substitutions of Mortgage Loans pursuant to

Section 2.02 or 2.03, (iv) responsible for expenses of the Master Servicer

pursuant to Section 2.03 or (v) deemed to have made any representations and

warranties of the Master Servicer under this Agreement). Any such assumption

shall be subject to Section 7.02. If the Master Servicer shall for any reason

no longer be the Master Servicer (including by reason of any Event of

Default), the Trustee or its successor shall succeed to any rights and

obligations of the Master Servicer under each subservicing agreement.

The Master Servicer shall, upon request of the Trustee, but at the

expense of the Master Servicer, deliver to the assuming party all documents

and records relating to each subservicing agreement or substitute subservicing

agreement and the Mortgage Loans then being serviced thereunder and an

accounting of amounts collected or held by it and otherwise use its best

efforts to effect the orderly and efficient transfer of the substitute

subservicing agreement to the assuming party.

SECTION 3.05. Collection of Mortgage Loan Payments; Certificate

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

Account; Distribution Account; Capitalized Interest

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

Account; Carryover Reserve Fund; Class 1-A-1 Reserve

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

Fund.

----

(a) The Master Servicer shall make reasonable efforts in accordance

with the customary and usual standards of practice of prudent mortgage

servicers to collect all payments called for under the terms and provisions of

the Mortgage Loans to the extent such procedures shall be consistent with this

Agreement and the terms and provisions of any related Required Insurance

Policy. Consistent with the foregoing, the Master Servicer may in its

discretion (i) waive any late payment charge or any prepayment charge or

penalty interest in connection with the prepayment of a Mortgage Loan and (ii)

extend the due dates for payments due on a Mortgage Note for a period not

greater than 180 days; provided, however, that the Master Servicer cannot

extend the maturity of any such Mortgage Loan past the date on which the final

payment is due on the latest maturing Mortgage Loan as of the Cut-off Date. In

the event of any such arrangement, the Master Servicer shall make Advances on

the related Mortgage Loan in accordance with the provisions of Section 4.01

during the scheduled period in accordance with the amortization schedule of

such Mortgage Loan without modification thereof by reason of such

arrangements. 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.

<PAGE>

(b) The Master Servicer shall establish and maintain a Certificate

Account into which the Master Servicer shall deposit or cause to be deposited

no later than two Business Days after receipt (or, if the current long-term

credit rating of Countrywide 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 under this Agreement:

(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, related Prepayment Interest

Excess 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

or the Depositor pursuant to Section 3.05(e) in connection with any

losses on Permitted Investments for which it is responsible;

(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.

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

<PAGE>

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.

(d) The Trustee shall establish and maintain, on behalf of the

Certificateholders, the Distribution Account. The Trustee shall, promptly upon

receipt, deposit in the Distribution Account and retain in the Distribution

Account the following:

(i) the aggregate amount remitted by the Master Servicer to the

Trustee pursuant to Section 3.08(a)(ix);

(ii) any amount deposited by the Master Servicer pursuant to

Section 3.05(e) in connection with any losses on Permitted

Investments; and

(iii) any other amounts deposited hereunder which are required

to be deposited in the Distribution Account.

In the event that the Master Servicer shall remit any amount not

required to be remitted, it may at any time direct the Trustee to withdraw

such amount from the Distribution Account, any provision in this Agreement to

the contrary notwithstanding. Such direction may be accomplished by delivering

an Officer's Certificate to the Trustee which describes the amounts deposited

in error in the Distribution Account. All funds deposited in the Distribution

Account shall be held by the Trustee in trust for the Certificateholders until

disbursed in accordance with this Agreement or withdrawn in accordance with

Section 3.08. In no event shall the Trustee incur liability for withdrawals

from the Distribution Account at the direction of the Master Servicer.

(e) Each institution at which the Certificate Account or the

Distribution Account is maintained shall invest the funds therein as directed

in writing by the Master Servicer in Permitted Investments, which shall mature

not later than (i) in the case of the Certificate Account, the second Business

Day next preceding the related Distribution Account Deposit Date (except that

if such Permitted Investment is an obligation of the institution that

maintains such account, then such Permitted Investment shall mature not later

than the Business Day next preceding such Distribution Account Deposit Date)

and (ii) in the case of the Distribution Account, the Business Day next

preceding the Distribution Date (except that if such Permitted Investment is

an obligation of the institution that maintains such fund or account, then

such Permitted Investment shall mature not later than such Distribution Date)

and, in each case, shall not be sold or disposed of prior to its maturity. All

such Permitted Investments shall be made in the name of the Trustee, for the

benefit of the Certificateholders. All income and gain net of any losses

realized from any such investment of funds on deposit in the Certificate

Account, or the Distribution Account shall be for the benefit of the Master

Servicer as servicing compensation and shall be remitted to it monthly as

provided in this Agreement. The amount of any realized

<PAGE>

losses in the Certificate Account or the Distribution Account incurred in any

such account in respect of any such investments shall promptly be deposited by

the Master Servicer in the Certificate Account or paid to the Trustee for

deposit into the Distribution Account, as applicable. The Trustee in its

fiduciary capacity shall not be liable for the amount of any loss incurred in

respect of any investment or lack of investment of funds held in the

Certificate Account or the Distribution Account and made in accordance with

this Section 3.05.

(f) The Master Servicer shall give notice to the Trustee, each

Seller, each Rating Agency and the Depositor of any proposed change of the

location of the Certificate Account prior to any change thereof. The Trustee

shall give notice to the Master Servicer, each Seller, each Rating Agency and

the Depositor of any proposed change of the location of the Distribution

Account, the Capitalized Interest Account, the Carryover Reserve Fund or the

Class 1-A-1 Reserve Fund prior to any change thereof.

(g) On the Closing Date, the Trustee shall establish and maintain in

its name, in trust for the benefit of the Holders of the Floating Rate

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 (x)

be held separate and apart from, and shall not be commingled with, any other

moneys, including without limitation, other moneys held by the Trustee

pursuant to this Agreement, and (y) remain uninvested.

On each Distribution Date, the Trustee shall deposit into the

Carryover Reserve Fund all amounts distributable 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)(7)

exclusively (other than as expressly provided for in Section 3.08).

(h) On the Closing Date, the Trustee shall establish and maintain in

its name, in trust for the benefit of the Holders of the Class 1-A-1

Certificates, the Class 1-A-1 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 Class 1-A-1 Reserve Fund shall (x) be held separate and apart

from, and shall not be commingled with, any other moneys, including without

limitation, other moneys held by the Trustee pursuant to this Agreement, and

(y) remain uninvested.

On each Distribution Date, the Trustee shall deposit into the Class

1-A-1 Reserve Fund all amounts received in respect of the Cap Contract and not

previously deposited. The Trustee shall make withdrawals from the Class 1-A-1

Reserve Fund to make distributions pursuant to Section 4.09 exclusively (other

than as expressly provided for in Section 3.08).

(i) On the Closing Date, the Trustee shall establish and maintain in

its name, in trust for the benefit of the Holders of the Floating Rate

Certificates, the Capitalized Interest Account and shall deposit $59,417.86

therein upon receipt from or on behalf of the Depositor of such amount. All

funds on deposit in the Capitalized Interest Account shall (x) be held

separate and apart from, and shall not be commingled with, any other moneys,

including without limitation, other moneys held by the Trustee pursuant to

this Agreement, and (y) remain uninvested.

<PAGE>

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 Floating Rate

Certificates.

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 therein

all collections from the Mortgagors (or advances by the Master Servicer) for

the payment of taxes, assessments, hazard insurance premiums or comparable

items for the account of the Mortgagors. Nothing 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.

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 Master Servicer shall be required so to advance only to the extent that

such advances, in the good faith judgment of the Master Servicer, will be

recoverable by the Master Servicer out of Insurance Proceeds, Liquidation

Proceeds or otherwise.

SECTION 3.07. Access to Certain Documentation and Information

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

Regarding the Mortgage Loans.

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

The Master Servicer shall afford each Seller, the Depositor and the

Trustee reasonable access to all records and documentation regarding the

Mortgage Loans and all accounts, insurance information and other matters

relating to this Agreement, such access being afforded without charge, but

only upon reasonable request and during normal business hours at the office

designated by the Master Servicer.

Upon reasonable advance notice in writing, the Master Servicer will

provide to each Certificateholder and/or Certificate Owner which is a savings

and loan association, bank or insurance company certain reports and reasonable

access to information and documentation regarding the Mortgage Loans

sufficient to permit such Certificateholder and/or Certificate Owner to comply

with applicable regulations of the OTS or other regulatory authorities with

respect to investment in the Certificates; provided that the Master Servicer

shall be entitled to be

<PAGE>

reimbursed by each such Certificateholder and/or Certificate Owner for actual

expenses incurred by the Master Servicer in providing such reports and access.

SECTION 3.08. Permitted Withdrawals from the Certificate Account;

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

the Distribution Account; the Carryover Reserve Fund;

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

and the Class 1-A-1 Reserve Fund.

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

(a) The Master Servicer may from time to time make withdrawals from

the Certificate Account for the following purposes:

(i) to pay to the Master Servicer (to the extent not previously

retained by the Master Servicer) the servicing compensation to which

it is entitled pursuant to Section 3.14 and to pay to the Master

Servicer, as additional servicing compensation, earnings on or

investment income with respect to funds in or credited to the

Certificate Account;

(ii) to reimburse each of the Master Servicer and the Trustee

for unreimbursed Advances made by it, such right of reimbursement

pursuant to this subclause (ii) being limited to amounts received on

the Mortgage Loan(s) in respect of which any such Advance was made;

(iii) to reimburse each of the Master Servicer and the Trustee

for any Nonrecoverable Advance previously made by it;

(iv) to reimburse the Master Servicer for Insured Expenses from

the related Insurance Proceeds;

(v) to reimburse the Master Servicer for (a) unreimbursed

Servicing Advances, the Master Servicer's right to reimbursement

pursuant to this clause (a) with respect to any Mortgage Loan being

limited to amounts received on such Mortgage Loan(s) that represent

late recoveries of the payments for which such advances were made

pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master

Servicing Fees as provided in Section 3.11;

(vi) to pay to the purchaser, with respect to each Mortgage

Loan or property acquired in respect thereof that has been purchased

pursuant to Section 2.02, 2.03 or 3.11, all amounts received on such

Mortgage Loan after the date of such purchase;

(vii) to reimburse the Sellers, the Master Servicer or the

Depositor for expenses incurred by any of them and reimbursable

pursuant to Section 6.03;

(viii) to withdraw any amount deposited in the Certificate

Account and not required to be deposited in the Certificate Account;

(ix) on or prior to the Distribution Account Deposit Date, to

withdraw an amount equal to the related Available Funds and the

Trustee Fee for such Distribution Date and remit such amount to the

Trustee for deposit in the Distribution Account; and

<PAGE>

(x) to clear and terminate the Certificate Account upon

termination of this Agreement pursuant to Section 9.01.

The Master Servicer shall keep and maintain separate accounting, on a

Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any

withdrawal from the Certificate Account pursuant to such subclauses (i), (ii),

(iv), (v) and (vi). Prior to making any withdrawal from the Certificate

Account pursuant to subclause (iii), the Master Servicer shall deliver to the

Trustee an Officer's Certificate of a Servicing Officer indicating the amount

of any previous Advance determined by the Master Servicer to be a

Nonrecoverable Advance and identifying the related Mortgage Loans(s), and

their respective portions of such Nonrecoverable Advance.

(b) The Trustee shall withdraw funds from the Distribution Account

for distributions to Certificateholders, in the manner specified in this

Agreement (and to withhold from the amounts so withdrawn, the amount of any

taxes that it is authorized to withhold pursuant to the last paragraph of

Section 8.11). In addition, the Trustee may from time to time make withdrawals

from the Distribution Account for the following purposes:

(i) to pay to itself the Trustee Fee for the related

Distribution Date;

(ii) to pay to the Master Servicer as additional servicing

compensation earnings on or investment income with respect to funds

in the Distribution Account;

(iii) to withdraw and return to the Master Servicer any amount

deposited in the Distribution Account and not required to be

deposited therein;

(iv) to reimburse the Trustee for any unreimbursed Advances

made by it pursuant to Section 4.01(b) hereof, such right of

reimbursement pursuant to this subclause (iv) being limited to (x)

amounts received on the related Mortgage Loan(s) in respect of which

any such Advance was made and (y) amounts not otherwise reimbursed

to the Trustee pursuant to Section 3.08(a)(ii) hereof;

(v) to reimburse the Trustee for any Nonrecoverable Advance

previously made by the Trustee pursuant to Section 4.01(b) hereof,

such right of reimbursement pursuant to this subclause (v) being

limited to amounts not otherwise reimbursed to the Trustee pursuant

to Section 3.08(a)(iii) hereof; and

(vi) to clear and terminate the Distribution Account upon

termination of the Agreement pursuant to Section 9.01.

for distribution to the Floating Rate Certificates and the Class X

Certificates in the manner specified in Section 4.02(a)(7) (and to withhold

from the amounts so withdrawn the amount of any taxes that it is authorized to

retain pursuant to the last paragraph of Section 8.11). In addition, the

Trustee may from time to time make withdrawals from the Carryover Reserve Fund

for the following purposes:

(i) to withdraw any amount deposited in the Carryover Reserve

Fund and not required to be deposited therein; and

<PAGE>

(ii) to clear and terminate the Carryover Reserve Fund upon the

retirement of Floating Rate Certificates and the Class X

Certificates pursuant to Section 9.01.

(d) The Trustee shall withdraw funds from the Class 1-A-1 Reserve

Fund for distribution to the Class 1-A-1 Certificates in the manner specified

in Section 4.09 (and to withhold from the amounts so withdrawn the amount of

any taxes that it is authorized to retain pursuant to the last paragraph of

Section 8.11). In addition, the Trustee may from time to time make withdrawals

from the Class 1-A-1 Reserve Fund for the following purposes:

(i) to withdraw any amount deposited in the Class 1-A-1 Reserve

Fund and not required to be deposited therein; and

(ii) to clear and terminate the Class 1-A-1 Reserve Fund upon

the earlier of (i) the Cap Contract Scheduled Termination Date and

(ii) the termination of this Agreement pursuant to Section 9.01.

(e) On the first Distribution Date, the Trustee shall withdraw all

funds from the Capitalized Interest Account for addition to the Available

Funds in the Distribution Account. In addition, the Trustee may from time to

time make withdrawals from the Capitalized Interest Account for the following

purposes:

(i) to withdraw any amount deposited in the Capitalized

Interest Account and not required to be deposited therein; and

(ii) to clear and terminate the Capitalized Interest Account

upon the earlier of (i) the second Distribution Date and (ii) the

termination of this Agreement pursuant to Section 9.01.

SECTION 3.09. Maintenance of Hazard Insurance; Maintenance of

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

Primary Insurance Policies.

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

(a) The Master Servicer shall cause to be maintained, for each

Mortgage Loan, hazard insurance with extended coverage in an amount that is at

least equal to the lesser of (i) the maximum insurable value of the

improvements securing such Mortgage Loan or (ii) the greater of (y) the

outstanding principal balance of the Mortgage Loan, including any Deferred

Interest, and (z) an amount such that the proceeds of such policy shall be

sufficient to prevent the Mortgagor and/or the mortgagee from becoming a

co-insurer. Each such policy of standard hazard insurance shall contain, or

have an accompanying endorsement that contains, a standard mortgagee clause.

Any amounts collected by the Master Servicer under any such policies (other

than the amounts to be applied to the restoration or repair of the related

Mortgaged Property or amounts released to the Mortgagor in accordance with the

Master Servicer's normal servicing procedures) shall be deposited in the

Certificate Account. Any cost incurred by the Master Servicer in maintaining

any such insurance shall not, for the purpose of calculating monthly

distributions to the Certificateholders or remittances to the Trustee for

their benefit, be added to the principal balance of the Mortgage Loan,

notwithstanding that the terms of the Mortgage Loan so permit. Such costs

shall be recoverable by the Master Servicer out of late payments by the

related Mortgagor or out of Liquidation Proceeds or Subsequent Recoveries to

the extent permitted by Section 3.08. It is understood and agreed that no

earthquake or other additional

<PAGE>

insurance is to be required of any Mortgagor or maintained on property

acquired in respect of a Mortgage other than pursuant to such applicable laws

and regulations as shall at any time be in force and as shall require such

additional insurance. If the Mortgaged Property is located at the time of

origination of the Mortgage Loan in a federally designated special flood

hazard area and such area is participating in the national flood insurance

program, the Master Servicer shall cause flood insurance to be maintained with

respect to such Mortgage Loan. Such flood insurance shall be in an amount

equal to the least of (i) the outstanding principal balance of the related

Mortgage Loan, (ii) the replacement value of the improvements which are part

of such Mortgaged Property, and (iii) the maximum amount of such insurance

available for the related Mortgaged Property under the national flood

insurance program.

(b) [Reserved]

in non-coverage under any applicable Primary Insurance Policy of any loss

which, but for the actions of the Master Servicer, would have been covered

thereunder. The Master Servicer shall not cancel or refuse to renew any such

Primary Insurance Policy that is in effect at the date of the initial issuance

of the Certificates and is required to be kept in force hereunder unless the

replacement Primary Insurance Policy for such canceled or non-renewed policy

is maintained with a Qualified Insurer.

Except with respect to any Lender PMI Mortgage Loans, the Master

Servicer shall not be required to maintain any Primary Insurance Policy (i)

with respect to any Mortgage Loan with a Loan-to-Value Ratio less than or

equal to 80% as of any date of determination or, based on a new appraisal, the

principal balance of such Mortgage Loan represents 80% or less of the new

appraised value or (ii) if maintaining such Primary Insurance Policy is

prohibited by applicable law. With respect to the Lender PMI Mortgage Loans,

the Master Servicer shall maintain the Primary Insurance Policy for the life

of such Mortgage Loans, unless otherwise provided for in the related Mortgage

Note or prohibited by law.

The Master Servicer agrees to effect the timely payment of the

premiums on each Primary Insurance Policy, and such costs not otherwise

recoverable shall be recoverable by the Master Servicer from the related

liquidation proceeds and Subsequent Recoveries.

(d) In connection with its activities as Master Servicer of the

Mortgage Loans, the Master Servicer agrees to present on behalf of itself, the

Trustee and Certificateholders, claims to the insurer under any Primary

Insurance Policies and, in this regard, to take such reasonable action as

shall be necessary to permit recovery under any Primary Insurance Policies

respecting defaulted Mortgage Loans. Any amounts collected by the Master

Servicer under any Primary Insurance Policies shall be deposited in the

Certificate Account.

SECTION 3.10. Enforcement of Due-on-Sale Clauses; Assumption

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

Agreements.

----------

(a) Except as otherwise provided in this Section, when any property

subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer

shall to the extent that it has knowledge of such conveyance, enforce any

due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent

permitted under applicable law and governmental regulations, but only to the

extent that such enforcement will not adversely affect or jeopardize coverage

under

<PAGE>

any Required Insurance Policy. Notwithstanding the foregoing, the Master

Servicer is not required to exercise such rights with respect to a Mortgage

Loan if the Person to whom the related Mortgaged Property has been conveyed or

is proposed to be conveyed satisfies the terms and conditions contained in the

Mortgage Note and Mortgage related thereto and the consent of the mortgagee

under such Mortgage Note or Mortgage is not otherwise so required under such

Mortgage Note or Mortgage as a condition to such transfer. In the event that

the Master Servicer is prohibited by law from enforcing any such due-on-sale

clause, or if coverage under any Required Insurance Policy would be adversely

affected, or if nonenforcement is otherwise permitted hereunder, the Master

Servicer is authorized, subject to Section 3.10(b), to take or enter into an

assumption and modification agreement from or with the person to whom such

property has been or is about to be conveyed, pursuant to which such person

becomes liable under the Mortgage Note and, unless prohibited by applicable

state law, the Mortgagor remains liable thereon, provided that the Mortgage

Loan shall continue to be covered (if so covered before the Master Servicer

enters such agreement) by the applicable Required Insurance Policies. The

Master Servicer, subject to Section 3.10(b), is also authorized with the prior

approval of the insurers under any Required Insurance Policies to enter into a

substitution of liability agreement with such Person, pursuant to which the

original Mortgagor is released from liability and such Person is substituted

as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the

foregoing, the Master Servicer shall not be deemed to be in default under this

Section by reason of any transfer or assumption which the Master Servicer

reasonably believes it is restricted by law from preventing, for any reason

whatsoever.

(b) Subject to the Master Servicer's duty to enforce any due-on-sale

clause to the extent set forth in Section 3.10(a), in any case in which a

Mortgaged Property has been conveyed to a Person by a Mortgagor, and such

Person is to enter into an assumption agreement or modification agreement or

supplement to the Mortgage Note or Mortgage that requires the signature of the

Trustee, or if an instrument of release signed by the Trustee is required

releasing the Mortgagor from liability on the Mortgage Loan, the Master

Servicer shall prepare and deliver or cause to be prepared and delivered to

the Trustee for signature and shall direct, in writing, the Trustee to execute

the assumption agreement with the Person to whom the Mortgaged Property is to

be conveyed and such modification agreement or supplement to the Mortgage Note

or Mortgage or other instruments as are reasonable or necessary to carry out

the terms of the Mortgage Note or Mortgage or otherwise to comply with any

applicable laws regarding assumptions or the transfer of the Mortgaged

Property to such Person. In connection with any such assumption, no material

term of the Mortgage Note may be changed. In addition, the substitute

Mortgagor and the Mortgaged Property must be acceptable to the Master Servicer

in accordance with its underwriting standards as then in effect. Together with

each such substitution, assumption or other agreement or instrument delivered

to the Trustee for execution by it, the Master Servicer shall deliver an

Officer's Certificate signed by a Servicing Officer stating that the

requirements of this subsection have been met in connection therewith. The

Master Servicer shall notify the Trustee that any such substitution or

assumption agreement has been completed by forwarding to the Trustee the

original of such substitution or assumption agreement, which in the case of

the original shall be added to the related Mortgage File and shall, for all

purposes, be considered a part of such Mortgage File to the same extent as all

other documents and instruments constituting a part thereof. Any fee collected

by the Master Servicer for entering into an assumption or substitution of

liability agreement will be retained by the Master Servicer as additional

servicing compensation.

<PAGE>

SECTION 3.11. Realization Upon Defaulted Mortgage Loans; Repurchase

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

of Certain Mortgage Loans.

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

(a) The Master Servicer shall use reasonable efforts to foreclose

upon or otherwise comparably convert the ownership of properties securing such

of the Mortgage Loans as come into and continue in default and as to which no

satisfactory arrangements can be made for collection of delinquent payments.

In connection with such foreclosure or other conversion, the Master Servicer

shall follow such practices and procedures as it shall deem necessary or

advisable and as shall be normal and usual in its general mortgage servicing

activities and meet the requirements of the insurer under any Required

Insurance Policy; provided, however, that the Master Servicer shall not be

required to expend its own funds in connection with any foreclosure or towards

the restoration of any property unless it shall determine (i) that such

restoration and/or foreclosure will increase the proceeds of liquidation of

the Mortgage Loan after reimbursement to itself of such expenses and (ii) that

such expenses will be recoverable to it through Liquidation Proceeds

(respecting which it shall have priority for purposes of withdrawals from the

Certificate Account). The Master Servicer shall be responsible for all other

costs and expenses incurred by it in any such proceedings; provided, however,

that it shall be entitled to reimbursement thereof from the liquidation

proceeds and Subsequent Recoveries with respect to the related Mortgaged

Property, as provided in the definition of Liquidation Proceeds. If the Master

Servicer has knowledge that a Mortgaged Property which the Master Servicer is

contemplating acquiring in foreclosure or by deed in lieu of foreclosure is

located within a 1 mile radius of any site listed in the Expenditure Plan for

the Hazardous Substance Clean Up Bond Act of 1984 or other site with

environmental or hazardous waste risks known to the Master Servicer, the

Master Servicer will, prior to acquiring the Mortgaged Property, consider such

risks and only take action in accordance with its established environmental

review procedures.

With respect to any REO Property, the deed or certificate of sale

shall be taken in the name of the Trustee for the benefit of the

Certificateholders, or its nominee, on behalf of the Certificateholders. The

Trustee's name shall be placed on the title to such REO Property solely as the

Trustee hereunder and not in its individual capacity. The Master Servicer

shall ensure that the title to such REO Property references the Pooling and

Servicing Agreement and the Trustee's capacity thereunder. Pursuant to its

efforts to sell such REO Property, the Master Servicer shall either itself or

through an agent selected by the Master Servicer protect and conserve such REO

Property in the same manner and to such extent as is customary in the locality

where such REO Property is located and may, incident to its conservation and

protection of the interests of the Certificateholders, rent the same, or any

part thereof, as the Master Servicer deems to be in the best interest of the

Certificateholders for the period prior to the sale of such REO Property. The

Master Servicer shall prepare for and deliver to the Trustee a statement with

respect to each REO Property that has been rented showing the aggregate rental

income received and all expenses incurred in connection with the maintenance

of such REO Property at such times as is necessary to enable the Trustee to

comply with the reporting requirements of the REMIC Provisions. The net

monthly rental income, if any, from such REO Property shall be deposited in

the Certificate Account no later than the close of business on each

Determination Date. The Master Servicer shall perform the tax reporting and

withholding required by Sections 1445 and 6050J of the Code with respect to

foreclosures and abandonments, the tax reporting required by Section 6050H of

the Code with respect to the receipt of mortgage interest from individuals and

any tax reporting required by Section 6050P of the Code with respect to the

cancellation of indebtedness by certain

<PAGE>

financial entities, by preparing such tax and information returns as may be

required, in the form required, and delivering the same to the Trustee for

filing.

In the event that the Trust Fund acquires any Mortgaged Property as

aforesaid or otherwise in connection with a default or imminent default on a

Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property as

soon as practicable in a manner that maximizes the Liquidation Proceeds

thereof, but in no event later than three years after its acquisition by the

Trust Fund. In that event, the Trustee shall have been supplied with an

Opinion of Counsel to the effect that the holding by the Trust Fund of such

Mortgaged Property subsequent to a three-year period, if applicable, will not

result in the imposition of taxes on "prohibited transactions" of any REMIC

hereunder as defined in Section 860F of the Code or cause any REMIC hereunder

to fail to qualify as a REMIC at any time that any Certificates are

outstanding, and that the Trust Fund may continue to hold such Mortgaged

Property (subject to any conditions contained in such Opinion of Counsel)

after the expiration of such three-year period. Notwithstanding any other

provision of this Agreement, no Mortgaged Property acquired by the Trust Fund

shall be rented (or allowed to continue to be rented) or otherwise used for

the production of income by or on behalf of the Trust Fund in such a manner or

pursuant to any terms that would (i) cause such Mortgaged Property to fail to

qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of

the Code or (ii) subject any REMIC hereunder to the imposition of any federal,

state or local income taxes on the income earned from such Mortgaged Property

under Section 860G(c) of the Code or otherwise, unless the Master Servicer has

agreed to indemnify and hold harmless the Trust Fund with respect to the

imposition of any such taxes.

In the event of a default on a Mortgage Loan one or more of whose

obligor is not a United States Person, as that term is defined in Section

7701(a)(30) of the Code, in connection with any foreclosure or acquisition of

a deed in lieu of foreclosure (together, "foreclosure") in respect of such

Mortgage Loan, the Master Servicer will cause compliance with the provisions

of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto)

necessary to assure that no withholding tax obligation arises with respect to

the proceeds of such foreclosure except to the extent, if any, that proceeds

of such foreclosure are required to be remitted to the obligors on such

Mortgage Loan.

The decision of the Master Servicer to foreclose on a defaulted

Mortgage Loan shall be subject to a d

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