POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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CWABS INC ASSET BACKED CE | THE BANK OF NEW YORK TRUST COMPANY, N.A., | COUNTRYWIDE HOME LOANS SERVICING LP,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 11/4/2005

POOLING AND SERVICING AGREEMENT

, Parties: cwabs inc asset backed ce , the bank of new york trust company n.a. , countrywide home loans servicing lp

Exhibit 4.1

EXECUTION COPY

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CWABS, INC.,

Depositor

COUNTRYWIDE HOME LOANS, INC.,

Seller

PARK MONACO INC.,

Seller

PARK SIENNA LLC,

Seller

COUNTRYWIDE HOME LOANS SERVICING LP,

Master Servicer

THE BANK OF NEW YORK,

Trustee

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

Co-Trustee

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

POOLING AND SERVICING AGREEMENT

Dated as of August 1, 2005

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

ASSET-BACKED CERTIFICATES, SERIES 2005-8

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<TABLE>

Table of Contents

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Page

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ARTICLE I. DEFINITIONS 8

<S> <C>

Section 1.01 Defined Terms...................................................................................8

Section 1.02 Certain Interpretive Provisions................................................................47

ARTICLE II. CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES 47

Section 2.01 Conveyance of Mortgage Loans...................................................................47

Section 2.02 Acceptance by Trustee of the Mortgage Loans....................................................54

Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Sellers...............60

Section 2.04 Representations and Warranties of the Depositor................................................78

Section 2.05 Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases................80

Section 2.06 Authentication and Delivery of Certificates....................................................80

Section 2.07 Covenants of the Master Servicer...............................................................81

ARTICLE III. ADMINISTRATION AND SERVICING OF MORTGAGE LOANS 81

Section 3.01 Master Servicer to Service Mortgage Loans......................................................81

Section 3.02 Subservicing; Enforcement of the Obligations of Master Servicer................................83

Section 3.03 Rights of the Depositor, the Sellers, the Certificateholders, the NIM Insurer and the

Trustee in Respect of the Master Servicer......................................................83

Section 3.04 Trustee to Act as Master Servicer..............................................................84

Section 3.05 Collection of Mortgage Loan Payments; Certificate Account; Distribution Account;

Pre-Funding Account; Seller Shortfall Interest Requirement.....................................85

Section 3.06 Collection of Taxes, Assessments and Similar Items; Escrow Accounts............................88

Section 3.07 Access to Certain Documentation and Information Regarding the Mortgage Loans...................88

Section 3.08 Permitted Withdrawals from the Certificate Account, Distribution Account, Carryover

Reserve Fund and the Principal Reserve Fund....................................................89

Section 3.09 [Reserved].....................................................................................92

Section 3.10 Maintenance of Hazard Insurance................................................................92

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

Section 3.12 Realization Upon Defaulted Mortgage Loans; Determination of Excess Proceeds and

Realized Losses; Repurchase of Certain Mortgage Loans..........................................94

Section 3.13 Co-Trustee to Cooperate; Release of Mortgage Files.............................................97

Section 3.14 Documents, Records and Funds in Possession of Master Servicer to be Held for the

Trustee........................................................................................98

Section 3.15 Servicing Compensation.........................................................................99

Section 3.16 Access to Certain Documentation................................................................99

Section 3.17 Annual Statement as to Compliance..............................................................99

<PAGE>

Section 3.18 Annual Independent Public Accountants' Servicing Statement; Financial Statements..............100

Section 3.19 The Corridor Contracts........................................................................100

Section 3.20 Prepayment Charges............................................................................101

ARTICLE IV. DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER 102

Section 4.01 Advances; Remittance Reports..................................................................102

Section 4.02 Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls.........104

Section 4.03 [Reserved]....................................................................................104

Section 4.04 Distributions.................................................................................104

Section 4.05 Monthly Statements to Certificateholders......................................................111

Section 4.06 [Reserved]....................................................................................114

Section 4.07 [Reserved]....................................................................................114

Section 4.08 Carryover Reserve Fund........................................................................114

Section 4.09 Credit Comeback Excess Account................................................................115

ARTICLE V. THE CERTIFICATES 116

Section 5.01 The Certificates..............................................................................116

Section 5.02 Certificate Register; Registration of Transfer and Exchange of Certificates...................117

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.............................................121

Section 5.04 Persons Deemed Owners.........................................................................121

Section 5.05 Access to List of Certificateholders' Names and Addresses.....................................122

Section 5.06 Book-Entry Certificates.......................................................................122

Section 5.07 Notices to Depository.........................................................................123

Section 5.08 Definitive Certificates.......................................................................123

Section 5.09 Maintenance of Office or Agency...............................................................124

ARTICLE VI. THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS 124

Section 6.01 Respective Liabilities of the Depositor, the Master Servicer and the Sellers..................124

Section 6.02 Merger or Consolidation of the Depositor, the Master Servicer or the Sellers..................124

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

Insurer and Others............................................................................125

Section 6.04 Limitation on Resignation of Master Servicer..................................................125

Section 6.05 Errors and Omissions Insurance; Fidelity Bonds................................................126

ARTICLE VII. DEFAULT; TERMINATION OF MASTER SERVICER 126

Section 7.01 Events of Default.............................................................................126

Section 7.02 Trustee to Act; Appointment of Successor......................................................128

Section 7.03 Notification to Certificateholders............................................................129

<PAGE>

ARTICLE VIII. CONCERNING THE TRUSTEE AND THE CO-TRUSTEE 130

Section 8.01 Duties of Trustee.............................................................................130

Section 8.02 Certain Matters Affecting the Trustee.........................................................131

Section 8.03 Trustee Not Liable for Mortgage Loans.........................................................132

Section 8.04 Trustee May Own Certificates..................................................................132

Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses............................................133

Section 8.06 Eligibility Requirements for Trustee..........................................................133

Section 8.07 Resignation and Removal of Trustee............................................................134

Section 8.08 Successor Trustee.............................................................................134

Section 8.09 Merger or Consolidation of Trustee............................................................135

Section 8.10 Appointment of Co-Trustee or Separate Trustee.................................................135

Section 8.11 Tax Matters...................................................................................136

Section 8.12 Co-Trustee....................................................................................139

Section 8.13 Access to Records of the Trustee..............................................................142

Section 8.14 Suits for Enforcement.........................................................................142

ARTICLE IX. TERMINATION 142

Section 9.01 Termination upon Liquidation or Repurchase of all Mortgage Loans..............................142

Section 9.02 Final Distribution on the Certificates........................................................143

Section 9.03 Additional Termination Requirements...........................................................144

ARTICLE X. MISCELLANEOUS PROVISIONS 145

Section 10.01 Amendment.....................................................................................145

Section 10.02 Recordation of Agreement; Counterparts........................................................147

Section 10.03 Governing Law.................................................................................147

Section 10.04 Intention of Parties..........................................................................148

Section 10.05 Notices.......................................................................................148

Section 10.06 Severability of Provisions....................................................................149

Section 10.07 Assignment....................................................................................150

Section 10.08 Limitation on Rights of Certificateholders....................................................150

Section 10.09 Inspection and Audit Rights...................................................................150

Section 10.10 Certificates Nonassessable and Fully Paid.....................................................151

Section 10.11 Rights of NIM Insurer.........................................................................151

iii

</TABLE>

<PAGE>

Exhibits

EXHIBIT A-1 Form of Class 1-A-1 Certificate

EXHIBIT A-2 Form of Class 2-A-1 Certificate

EXHIBIT A-3 Form of Class 2-A-2 Certificate

EXHIBIT A-4 Form of Class 2-A-3 Certificate

EXHIBIT A-5 Form of Class M-1 Certificate

EXHIBIT A-6 Form of Class M-2 Certificate

EXHIBIT A-7 Form of Class M-3 Certificate

EXHIBIT A-8 Form of Class M-4 Certificate

EXHIBIT A-9 Form of Class M-5 Certificate

EXHIBIT A-10 Form of Class M-6 Certificate

EXHIBIT A-11 Form of Class M-7 Certificate

EXHIBIT A-12 Form of Class M-8 Certificate

EXHIBIT A-13 Form of Class B Certificate

EXHIBIT B Form of Class P Certificate

EXHIBIT C Form of Class C Certificate

EXHIBIT D Form of Class A-R Certificate

EXHIBIT E Form of Tax Matters Person Certificate (Class A-R)

EXHIBIT F Mortgage Loan Schedule

EXHIBIT F-1 List of Mortgage Loans

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

Related Mortgage File is not Delivered to the

Trustee on or prior to the Closing Date

EXHIBIT G Forms of Certification of Trustee

EXHIBIT G-1 Form of Initial Certification of Trustee

EXHIBIT G-2 Form of Interim Certification of Trustee

EXHIBIT G-3 Form of Delay Delivery Certification

EXHIBIT H Form of Final Certification of Trustee

EXHIBIT I Transfer Affidavit for Class A-R Certificates

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

Certificates

EXHIBIT J-2 Form of Transferor Certificate for Private

Certificates

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

EXHIBIT L Form of Rule 144A Letter

EXHIBIT M Form of Request for Document Release

EXHIBIT N Form of Request for File Release

EXHIBIT O Copy of Depository Agreement

EXHIBIT P [Reserved]

EXHIBIT Q Form of Corridor Contracts

EXHIBIT Q-1 Form of Class 1-A-1 Corridor Contract

EXHIBIT Q-2 Form of Class 2-A Corridor Contract

EXHIBIT Q-3 Form of Subordinate Corridor Contract

EXHIBIT R Form of Corridor Contract Administration Agreement

EXHIBIT S Form of Corridor Contract Assignment Agreement

EXHIBIT T Officer's Certificate with respect to Prepayments

<PAGE>

SCHEDULE I Prepayment Charge Schedule and Prepayment Charge

Summary

SCHEDULE II Collateral Schedule

<PAGE>

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

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

COUNTRYWIDE HOME LOANS, INC., a New York corporation, as a seller ("CHL" or a

"Seller"), PARK MONACO INC., a Delaware corporation, as a seller ("Park

Monaco" or a "Seller"), PARK SIENNA LLC, a Delaware limited liability company,

as a seller ("Park Sienna" or a "Seller", and together with CHL and Park

Monaco, the "Sellers"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited

partnership, as master servicer (the "Master Servicer"), THE BANK OF NEW YORK,

a New York banking corporation, as trustee (the "Trustee"), and THE BANK OF

NEW YORK TRUST COMPANY, N.A. a national banking association, as co-trustee

(the "Co-Trustee").

PRELIMINARY STATEMENT

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

to the Trustee in return for the Certificates. The Trust Fund (excluding the

Credit Comeback Excess Account, the Carryover Reserve Fund, the assets held in

the Pre-Funding Account and the Trust Fund's rights with respect to payments

received under the Corridor Contracts) for federal income tax purposes will

consist of four REMICs ("REMIC 1," "REMIC 2," "REMIC 3" and the "Master

REMIC"). Each Certificate, other than the Class A-R Certificate, will

represent ownership of one or more regular interests in the Master REMIC for

purposes of the REMIC Provisions. The Class A-R Certificate represents

ownership of the sole class of residual interest in "REMIC 1," "REMIC 2,"

"REMIC 3" and the Master REMIC. The Master REMIC will hold as assets the

several classes of uncertificated REMIC 3 Interests. Each REMIC 3 Interest

(other than the R-3-R Interest) is hereby designated as a regular interest in

REMIC 3. REMIC 3 will hold as assets the several classes of REMIC 2 Interests

(other than the R-2-R Interest). Each REMIC 2 Interest (other than the R-2-R

Interest) is hereby designated as a regular interest in REMIC 2. REMIC 2 will

hold as assets the several classes of REMIC 1 Interests (other than the R-1-R

Interest). Each REMIC 1 Interest (other than the R-1-R Interest) is hereby

designated as a regular interest in REMIC 1. REMIC 1 will hold as assets all

property of the Trust Fund (excluding the Credit Comeback Excess Account, the

Carryover Reserve Fund, the assets held in the Pre-Funding Account and the

Trust Fund's rights with respect to payments received under the Corridor

Contracts). The latest possible maturity date of all REMIC regular interests

created in this Agreement shall be the Latest Possible Maturity Date.

REMIC 1:

The REMIC 1 Interests will have the principal balances, pass-through

rates and Corresponding Loan Groups as set forth below.

<TABLE>

Pass-Through Corresponding

REMIC 1 Interests Initial Balance Rate Loan Group

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

R-1-1-I..................................... (1) (6) 1

R-1-1-S..................................... (2) (7) 1

R-1-2-I..................................... (1) (6) 2

R-1-2-S..................................... (2) (7) 2

R-1-X....................................... (3) (8) 1 and 2

R-1-P....................................... (4) (4) N/A

<PAGE>

R-1-R....................................... (5) (5) N/A

R-1-1-I..................................... (1) (6) 1

</TABLE>

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(1) The principal balance of each REMIC 1 Interest having an "I" designation

is the principal balance of all the Initial Mortgage Loans in the

Corresponding Loan Group.

(2) The principal balance of each REMIC 1 Interest having an "S" designation

is the principal balance of all the Subsequent Mortgage Loans in the

Corresponding Loan Group.

(3) This REMIC 1 Interest pays no principal.

(4) The R-1-P Interest is entitled to all Prepayment Charges collected with

respect to the Mortgage Loans - in Loan Group 1 and Loan Group 2. It pays

no interest.

(5) The R-1-R Interest is the sole class of residual interest in REMIC 2. It

has no principal balance and pays no principal or interest.

(6) The interest rate for this REMIC 1 Interest with respect to any

Distribution Date (and the related Accrual Period) through the

Distribution Date in November 2005 is a per annum rate equal to the

weighted average of the Adjusted Net Mortgage Rates of the Initial

Mortgage Loans in the Corresponding Loan Group. For any Distribution Date

(and the related Accrual Period) following the Distribution Date in

November 2005, the interest rate for this REMIC 1 Interest is a per annum

rate equal to the weighted average of the Adjusted Net Mortgage Rates of

all the Mortgage Loans in the Corresponding Loan Group.

(7) The interest rate for this REMIC 1 Interest with respect to any

Distribution Date (and the related Accrual Period) through the

Distribution Date in November 2005 is a per annum rate equal to 0.00%.

For any Distribution Date (and the related Accrual Period) following the

Distribution Date in November 2005, the interest rate for this REMIC 1

Interest is a per annum rate equal to the weighted average of the

Adjusted Net Mortgage Rates of all the Mortgage Loans in the

Corresponding Loan Group.

(8) For any Distribution Date (and the related Accrual Period) through the

Distribution Date in November 2005, this REMIC 1 Interest is entitled to

all the interest payable with respect to the Subsequent Mortgage Loans in

the Corresponding Loan Group (or Groups). For any Distribution Date (and

the related Accrual Period) following the Distribution Date in November

2005, the interest rate for this REMIC 1 Interest is a per annum rate

equal to 0.00%.

On each Distribution Date, the Interest Funds and the Principal

Distribution Amount of the Corresponding Loan Groups shall be distributed with

respect to the REMIC 1 Interests in the following manner:

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

Interest at the rate, or according to the formulas, described above.

(2) Principal. For any Distribution Date (and the related Accrual Period)

through the Distribution Date in November 2005, the Principal Distribution

Amount with respect to the Initial Mortgage Loans in a Loan Group shall be

allocated to its corresponding "I" REMIC 1 Interests, and the Principal

Distribution Amount with respect to the Subsequent Mortgage Loans in a Loan

Group shall be allocated to its corresponding "S" REMIC 1 Interests. For any

Distribution Date (and the related Accrual Period) after the Distribution Date

in September 2005,

<PAGE>

the Principal Distribution Amount with respect to all Mortgage Loans in a Loan

Group shall be allocated in proportion to its corresponding REMIC 1 Interests.

REMIC 2:

The REMIC 2 Interests will have the principal balances, pass-through

rates and Corresponding Loan Groups as set forth below.

<TABLE>

Pass-Through Corresponding

REMIC 1 Interests Initial Balance Rate Loan Group

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

R-2-A-1 (0.9% of SCB Group 1)............... (1) (2) 1

R-2-B-1 (0.1% of SCB Group 1)............... (1) (2) 1

R-2-C-1 (0.9% of ASCB Group 1).............. (1) (2) 1

R-2-D-1 (0.1% of ASCB Group 1).............. (1) (2) 1

R-2-E-1 (Excess of Group 1)................. (1) (2) 1

R-2-A-2 (0.9% of SCB Group 2)............... (1) (3) 2

R-2-B-2 (0.1% of SCB Group 2)............... (1) (3) 2

R-2-C-2 (0.9% of ASCB Group 2).............. (1) (3) 2

R-2-D-2 (0.1% of ASCB Group 2).............. (1) (3) 2

R-2-E-2 (Excess of Group 2)................. (1) (3) 2

R-2-P....................................... $100 (4) N/A

R-2-R....................................... (5) (5) N/A

R-2-X....................................... (6) (7) N/A

</TABLE>

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(1) With respect to the Variable Interests, each REMIC 2 Interest having an

"R-2-A-" designation (each, an "R-2-A Interest") will have a principal

balance initially equal to 0.9% of the Subordinate Component Balance

("SCB") of its Corresponding Loan Group. Each REMIC 2 Interest having an

"R-2-B-" designation (each, an "R-2-B Interest") will have a principal

balance initially equal to 0.1% of the SCB of its Corresponding Loan

Group. Each REMIC 2 Interest having an "R-2-C-" designation (each, an

"R-2-C Interest") will have a principal balance initially equal to 0.9%

of the Adjusted Subordinated Component Balance ("ASCB") of its

Corresponding Loan Group. Each REMIC 2 Interest having an "R-2-D-"

designation (each, an "R-2-D Interest") will have a principal balance

initially equal to 0.1% of the ASCB of its Corresponding Loan Group. The

initial principal balance of each REMIC 2 Interest having an "R-2-E-"

designation (each, an "R-2-E Interest") will equal the excess of its

Corresponding Loan Group over the initial aggregate principal balances of

the R-2-A, R-2-B, R-2-C and R-2-D Interests corresponding to such Loan

Group.

(2) A rate equal to the weighted average of the pass-through rates of the

R-1-1-I and R-1-1-S Interests (the "Loan Group 1 Net Rate Cap").

(3) A rate equal to the weighted average of the pass-through rates of the

R-1-2-I and R-1-2-S Interests (the "Loan Group 2 Net Rate Cap").

(4) The R-2-P Interest is entitled to all amounts payable with respect to the

R-1-P Interest.. It pays no interest.

(5) The R-2-R Interest is the sole class of residual interest in REMIC 2. It

has no principal balance and pays no principal or interest.

<PAGE>

(6) This REMIC 2 Interest pays no principal.

(7) This REMIC 2 Interest is entitled to all amounts payable with respect to

the R-1-X Interest.

On each Distribution Date, the Interest Funds and the Principal

Distribution Amounts payable with respect to the REMIC 1 Interests shall be

payable with respect to the REMIC 2 Interests in the following manner:

(1) Interest. Interest is to be distributed with respect to each REMIC 2

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, then the Principal Distribution Amounts with respect to each

Loan Group will be payable to the Loan Group's corresponding R-2-A, R-2-B,

R-2-C and R-2-D Interests so that the Interests equal, respectively, 0.9% of

the SCB, 0.1% of the SCB, 0.9% of the ASCB and 0.1% of the ASCB, of the Loan

Group, and then to the Loan Group's corresponding R-2-E Interest.

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

exists with respect to the R-2-A and R-2-B Interests then:

(a) if the Calculation Rate in respect of the outstanding R-2-A and

R-2-B Interests is less than the Subordinate Net Rate Cap, Principal

Relocation Payments will be made proportionately to the outstanding R-2-A

Interests prior to any other principal distributions from each Loan Group; and

(b) if the Calculation Rate in respect of the outstanding R-2-A and

R-2-B Interests is greater than the Subordinate Net Rate Cap, Principal

Relocation Payments will be made proportionately to the outstanding R-2-B

Interests prior to any other principal distributions from each Loan Group.

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

Calculation Rate in respect of the outstanding R-2-A and R-2-B Interests to

equal the Subordinate Net Rate Cap. With respect to each Loan Group, if (and

to the extent that) the sum of (a) the principal payments comprising the

Principal Distribution Amount payable for the related Distribution Date and

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

principal on the R-2-A and R-2-B Interests, then interest will be added to the

Loan Group's R-2-E Interest.

Groups will not be reduced below 1 percent of the excess of (i) the aggregate

outstanding Stated Principal Balances of all Loan Groups as of the end of any

Due Period over (ii) the Senior Certificates related to the Loan Groups as of

the related Distribution Date (after taking into account distributions of

principal on such Distribution Date).

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

distribution of principal to the R-2-A and R-2-B Interests of a Loan Group,

and if the Loan Group's corresponding R-2-E Interest has already been reduced

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

R-2-E Interest of the other Loan Group, the aggregate R-2-A and R-2-B

Interests of which are less than one percent of the Subordinate Component

Balance. If the Loan Group of

<PAGE>

the corresponding R-2-E Interest that receives such payment has a Group Net

Rate Cap below the Group Net Rate Cap of the Loan Group making the payment,

then the payment will be treated by REMIC 2 as a Realized Loss. Conversely, if

the Loan Group of the R-2-E Interest that receives such payment has a Group

Net Rate Cap above the Group Net Rate Cap of the Loan Group making the

payment, then the payment will be treated by REMIC 2 as a reimbursement for

prior Realized Losses.

If a Cross-Over Situation exists with respect to the R-2-C and R-2-D Interests

then:

(d) if the Calculation Rate in respect of the outstanding R-2-C and

R-2-D Interests is less than the Adjusted Subordinate Net Rate Cap, Principal

Relocation Payments will be made proportionately to the R-2-C Interests prior

to any other principal distributions from each such Loan Group; and

(e) if the Calculation Rate in respect of the outstanding R-2-C and

R-2-D Interests is greater than the Adjusted Subordinate Net Rate Cap,

Principal Relocation Payments will be made proportionately to the outstanding

R-2-D 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 R-2-C and R-2-D Interests to

equal the Adjusted Subordinate Net Rate Cap. With respect to each Loan Group,

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

the Principal Distribution Amount payable for the related Distribution Date

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

of principal on the R-2-C and R-2-D Interests, then interest will be added to

the Loan Group's R-2-E Interest.

(f) The outstanding aggregate R-2-C and R-2-D Interests for all Loan

Groups will not be reduced below 1 percent of the excess of (i) the aggregate

outstanding Stated Principal Balances of all Loan Groups as of the end of any

Due Period over (ii) the Senior Certificates related to the Loan Groups as of

the related Distribution Date (after taking into account distributions of

principal on such Distribution Date).

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

distribution of principal to the R-2-C and R-2-D Interests of a Loan Group,

and if the Loan Group's R-2-E Interest has already been reduced to zero, then

the excess principal from that Loan Group will be paid to the R-2-E Interests

of the other Loan Group, the aggregate R-2-C and R-2-D Interests of which are

less than one percent of the Adjusted Subordinate Component Balance. If the

Loan Group of the R-2-E Interest that receives such payment has a Group Net

Rate Cap below the Group Net Rate Cap of the Loan Group making the payment,

then the payment will be treated by REMIC 2 as a Realized Loss. Conversely, if

the Loan Group of the R-2- E Interest that receives such payment has a Group

Net Rate Cap above the Group Net Rate Cap of the Loan Group making the

payment, then the payment will be treated by REMIC 2 as a reimbursement for

prior Realized Losses.

REMIC 3:

The REMIC 3 Regular Interests will have the principal balances,

pass-through rates and Corresponding Classes of Certificates as set forth in

the following table:

<PAGE>

<TABLE>

Initial Principal Pass-Through Corresponding Class

REMIC 3 Interests Balance Rate of Certificates

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

R-3-1-A-1..................... (1) (2) 1-A-1

R-3-2-A-1..................... (1) (3) 2-A-1

R-3-2-A-2..................... (1) (3) 2-A-2

R-3-2-A-3..................... (1) (3) 2-A-3

R-3-M-1....................... (1) (4) M-1

R-3-M-2....................... (1) (4) M-2

R-3-M-3....................... (1) (4) M-3

R-3-M-4....................... (1) (4) M-4

R-3-M-5....................... (1) (4) M-5

R-3-M-6....................... (1) (4) M-6

R-3-M-7....................... (1) (4) M-7

R-3-M-8....................... (1) (4) M-8

R-3-B......................... (1) (4) B

R-3-P......................... $100 (5) P

R-3-Accrual................... (1) (6) N/A

R-3-R......................... (7) (7) N/A

R-3-X......................... (8) (9) N/A

</TABLE>

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

(1) This REMIC 3 Interest has a principal balance that is initially equal to

50% of its Corresponding Certificate Class issued by the Master REMIC.

Principal payments, both scheduled and prepaid, Realized Losses,

Subsequent Recoveries and interest accruing on the R-3-Accrual Interest

will be allocated to this class to maintain its size relative to its

Corresponding Certificate Class (that is, 50%) with any excess payments

of principal, Realized Losses and Subsequent Recoveries being allocated

to the R-3-Accrual Interest in such manner as to cause the principal

balance of the R-3-Accrual Interest to have a principal balance equal to

(a) 50% of the Loan Group 1 and Loan Group 2 principal balances plus (b)

50% of the Overcollateralized Amount for such Distribution Date.

(2) The pass-through rate with respect to any Distribution Date (and the

related Accrual Period) for this REMIC 3 Interest is a per annum rate

equal to the Loan Group 1 Net Rate Cap.

(3) The pass-through rate with respect to any Distribution Date (and the

related Accrual Period) for this REMIC 3 Interest is a per annum rate

equal to the Loan Group 2 Net Rate Cap.

(4) The pass-through rate with respect to any Distribution Date (and the

related Accrual Period) for this REMIC 3 Interest is a per annum rate

equal to the Adjusted Subordinate Net Rate Cap. For federal income tax

purposes the Adjusted Subordinate Net Rate Cap will equal the Calculation

Rate with respect to the R-2-C and R-2-D Interests.

(5) The R-3-P Interest is entitled to all amounts collected with respect to

the R-2-P Interest. It pays no interest.

(6) The pass-through rate with respect to any Distribution Date (and the

related Accrual Period) for this REMIC 3 Interest is a per annum rate

equal to the weighted average of the Loan Group 1 Net Rate Cap and the

Loan Group 2 Net Rate Cap (the "Loan Group 1/2 Net Rate Cap").

<PAGE>

(7) The R-3-R Interest is the sole class of residual interest in REMIC 3. It

has no principal balance and pays no principal or interest.

(8) This REMIC 3 Interest pays no principal.

(9) This REMIC 3 Interest is entitled to all amounts payable with respect to

the R-2-X Interest.

On each Distribution Date, the Interest Funds and the Principal

Distribution Amount payable with respect to the REMIC 2 Interests shall be

payable with respect to the REMIC 3 Interests in the following manner:

(1) Interest. Interest is to be distributed with respect to each REMIC 3

Interest at the rate, or according to the formulas, described above.

(2) Principal. Principal Distribution Amounts shall be allocated among

the REMIC 3 Interests in the manner described above.

The following table specifies the class designation, interest rate,

and principal amount for each class of Master REMIC Interest:

Original Certificate

Class Principal Balance Pass-Through Rate

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

Class 1-A-1.................... $243,773,000 (1)

Class 2-A-1.................... $142,913,000 (1)

Class 2-A-2.................... $104,816,000 (1)

Class 2-A-3.................... $33,204,000 (1)

Class M-1...................... $24,421,000 (1)

Class M-2...................... $22,725,000 (1)

Class M-3...................... $14,245,000 (1)

Class M-4...................... $12,889,000 (1)

Class M-5...................... $11,193,000 (1)

Class M-6...................... $11,193,000 (1)

Class M-7...................... $9,836,000 (1)

Class M-8...................... $8,819,000 (1)

Class B........................ $8,478,000 (1)

Class C........................ (2) (3)

Class P........................ $100 (4)

Class A-R...................... $100 (5)

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

(1) The Certificates will accrue interest at the related Pass-Through Rates

identified in this Agreement. For federal income tax purposes, the pass

through rate in respect of (i) the Class 1-A-1 Certificates will be

subject to a cap equal to the Loan Group 1 Net Rate Cap, (ii) the Class

2-A Certificates will be subject to a cap equal to the Loan Group 2 Net

Rate Cap, and (iii) the Subordinate Certificates will be subject to a cap

equal to the Adjusted Subordinate Net Rate Cap. Any entitlement of any

class of Certificates to Net Rate Carryover and any entitlement of the

Subordinate Certificates to interest payments in excess of the Adjusted

Subordinate Net Rate Cap will be treated as paid by the Master REMIC to

the Class C Certificates and then paid to such

<PAGE>

Class of Certificates pursuant to a limited recourse cap contract as

described in Section 8.11 herein.

(2) The Class C Certificates will have a Certificate Principal Balance equal

to the Overcollateralized Amount.

(3) For each Interest Accrual Period the Class C Certificates are entitled to

an amount (the "Class C Distributable Amount") equal to the sum of (a)

the interest payable on the R-3-X Interests and (b) a specified portion

of the interest on the REMIC Group 1 and 2 Interests equal to the excess

of the Loan Group 1/2 Net Rate Cap over the product of two and the

weighted average interest rate of the REMIC 3 Regular Interests having an

"A," "M," or "Accrual" designation in the column entitled "REMIC 3

Interests" with each such Class other than the Accrual Interest, subject

to a cap equal to the Pass-Through Rate of the Corresponding Master REMIC

Class and the Accrual Class subject to a cap of 0.00%. The Pass-Through

Rate of the Class C Certificates shall be a rate sufficient to entitle it

to all interest accrued on the REMIC 1 Group and Group 2 Interests less

the interest accrued on the A and M interests issued by the Master REMIC

. The Class C Distributable Amount for any Distribution Date is payable

from current interest on the Group 1 and Group 2 Mortgage Loans and any

related OC Release Amount for that Distribution Date.

(4) For each Distribution Date the Class P Certificates are entitled to all

amounts payable with respect to the R-3-P Interests.

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

in each REMIC created hereunder. The Class A-R Certificates are not

entitled to distributions of interest.

The foregoing REMIC structure is intended to cause all of the cash

from the Mortgage Loans to flow through to the Master REMIC as cash flow on a

REMIC regular interest, without creating any shortfall--actual or potential

(other than for credit losses) to any REMIC regular interest. It is not

intended that the Class A-R Certificates be entitled to any cash flows

pursuant to this agreement except as provided in Section 3.08(a) hereunder

(that is, its entitlement to $100).

ARTICLE I.

DEFINITIONS

Section 1.01 Defined Terms.

Whenever used in this Agreement, the following words and phrases,

unless the context otherwise requires, shall have the following meanings:

Accrual Period: With respect to any Distribution Date and each Class

of Adjustable Rate Certificates, the period commencing on the immediately

preceding Distribution Date (or, in the case of the first Distribution Date,

the Closing Date) and ending on the day immediately preceding such

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

Certificates, the calendar month preceding the month in which such

Distribution Date occurs. All calculations of interest on the Adjustable Rate

Certificates will be made on the basis of the actual number of days elapsed in

the related Accrual Period and on a 360 day year. All calculations of interest

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

consisting of twelve 30-day months.

<PAGE>

Adjustable Rate Certificates: The Class 1-A-1, Class 2-A and

Subordinate Certificates.

Adjustable Rate Mortgage Loans: The Mortgage Loans identified in the

Mortgage Loan Schedule as having a Mortgage Rate which is adjustable in

accordance with the terms of the related Mortgage Note (for the avoidance of

doubt, excluding any Credit Comeback Loans).

Adjusted Net Mortgage Rate: As to each Mortgage Loan, the Mortgage

Rate less the related Expense Fee Rate.

Adjusted Subordinate Component Balance: With respect to any

Distribution Date and for each Loan Group, (i) the principal balance of such

Loan Group as of the first day of the related Due Period (after giving effect

to Principal Prepayments received in the Prepayment Period ending during such

Due Period) less (ii) the product of (a) the Overcollateralized Amount and

(b)(I) the principal balance of such Loan Group, divided by (II) the sum of

the principal balance of the Mortgage Loans, as of the first day of the

related Due Period, less (iii) the aggregate Certificate Principal Balance of

the related Classes of Senior Certificates in either case immediately prior to

such Distribution Date.

Adjusted Subordinate Net Rate Cap: For each Distribution Date, the

weighted average of the Group 1 Net Rate Cap and Group 2 Net Rate Cap weighted

on the basis of the respective Adjusted Subordinate Component Balance of their

corresponding Loan Groups. For federal income tax purposes, the Adjusted

Subordinate Net Rate Cap will be the Calculation Rate in respect of the Class

C and Class D Interests in REMIC 2.

Adjustment Date: As to each Adjustable Rate Mortgage Loan, each date

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

the related Mortgage Note.

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

Master Servicer with respect to any Distribution Date pursuant to Section

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

of principal of, and interest on the Stated Principal Balance of, the Mortgage

Loans (net of the Servicing Fees) 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 including an amount equivalent to interest on the Stated

Principal Balance of each Mortgage Loan as to which the related Mortgaged

Property is an REO Property or as to which the related Mortgaged Property has

been liquidated but such Mortgage Loan has not yet become a Liquidated

Mortgage Loan; provided, however, that the net monthly rental income (if any)

from such REO Property deposited in the Certificate Account for such

Distribution Date pursuant to Section 3.12 may be used to offset such Advance

for the related REO Property; provided, further, that for the avoidance of

doubt, no Advances shall be required to be made in respect of any Liquidated

Mortgage Loan.

Agreement: This Pooling and Servicing Agreement and any and all

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

<PAGE>

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

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

on the immediately preceding Determination Date on account of (i) all

Scheduled Payments or portions thereof received in respect of the Mortgage

Loans due after the related Due Date, (ii) Principal Prepayments received in

respect of such Mortgage Loans after the last day of the related Prepayment

Period and (iii) Liquidation Proceeds and Subsequent Recoveries received in

respect of such Mortgage Loans after the last day of the related Due Period.

Applied Realized Loss Amount: With respect to any Distribution Date,

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

be applied in reduction of the Certificate Principal Balances of the

Subordinate Certificates pursuant to this Agreement, which shall equal the

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

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

exceeds the sum of (x) the Stated Principal Balance of the Mortgage Loans for

such Distribution Date and (y) the amount on deposit in the Pre-Funding

Account, if any.

Appraised Value: The appraised value of the Mortgaged Property based

upon the appraisal made for the originator of the related Mortgage Loan by an

independent fee appraiser at the time of the origination of the related

Mortgage Loan, or the sales price of the Mortgaged Property at the time of

such origination, whichever is less, or with respect to any Mortgage Loan

originated in connection with a refinancing, the appraised value of the

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

refinancing.

Bankruptcy Code: Title 11 of the United States Code.

Book-Entry Certificates: Any of the Certificates that shall be

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

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

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

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

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

Date, each Class of Adjustable Rate Certificates constitutes a Class of

Book-Entry Certificates.

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

a day on which banking institutions in the State of New York or California or

the cities 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, (a) in the case of the

Class A and Class B REMIC 2 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, and (b)

in the case of the Class C and Class D REMIC 2 Interests, the product of (i)

10 and (ii) the weighted average rate of the outstanding Class C and Class D

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 C Interest.

<PAGE>

Carryover Reserve Fund: The separate Eligible Account created and

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

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

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

Certificates, Series 2005-8". Funds in the Carryover Reserve Fund shall be

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

in this Agreement.

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

authenticated by the Trustee in substantially the forms attached hereto as

Exhibits A-1 through A-13, Exhibit B, Exhibit C, Exhibit D and Exhibit E.

Certificate Account: The separate Eligible Account created and

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

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

the Trustee on behalf of the Certificateholders and designated "Countrywide

Home Loans Servicing LP in trust for registered Holders of CWABS, Inc.,

Asset-Backed Certificates, Series 2005-8". Funds in the Certificate Account

shall be held in trust for the Certificateholders for the uses and purposes

set forth in this Agreement.

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

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

Certificate Principal Balance: As to any Certificate (other than the

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

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

distributed with respect to such Certificate in reduction of the Certificate

Principal Balance thereof on previous Distribution Dates pursuant to Section

4.04, and (ii) with respect to any Subordinate Certificates, any Applied

Realized Loss Amounts allocated to such Certificate on previous Distribution

Dates pursuant to Section 4.04(h), and (B) increased by, with respect to any

Class of Subordinate Certificates, any Subsequent Recoveries allocated to such

Class of Certificate pursuant to Section 4.04(i) on such Distribution Date.

References herein to the Certificate Principal Balance of a Class of

Certificates shall mean the Certificate Principal Balances of all Certificates

in such Class. The Class C Certificates do not have a Certificate Principal

Balance. With respect to any Certificate (other than the Class C Certificates)

of a Class and any Distribution Date, the portion of the Certificate Principal

Balance of such Class represented by such Certificate equal to the product of

the Percentage Interest evidenced by such Certificate and the Certificate

Principal Balance of such Class.

Certificate Register: The register maintained pursuant to Section

5.02 hereof.

Certificateholder or Holder: The person in whose name a Certificate

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

for the Depository, in the case of any Class of Book-Entry Certificates),

except that solely for the purpose of giving any consent pursuant to this

Agreement, any Certificate registered in the name of the Depositor or any

affiliate of the Depositor shall be deemed not to be Outstanding and the

Voting Interest evidenced thereby shall not be taken into account in

determining whether the requisite amount of Voting Interests necessary to

effect such consent has been obtained; provided that if any such Person

(including the Depositor) owns 100% of the Voting Interests evidenced by a

Class of

<PAGE>

Certificates, such Certificates shall be deemed to be Outstanding for purposes

of any provision hereof (other than the second sentence of Section 10.01

hereof) that requires the consent of the Holders of Certificates of a

particular Class as a condition to the taking of any action hereunder. The

Trustee is entitled to rely conclusively on a certification of the Depositor

or any affiliate of the Depositor in determining which Certificates are

registered in the name of an affiliate of the Depositor.

CHL: Countrywide Home Loans, Inc., a New York corporation, and its

successors and assigns.

CHL Mortgage Loans: The Mortgage Loans identified as such on the

Mortgage Loan Schedule for which CHL is the applicable Seller.

Class: All Certificates bearing the same Class designation as set

forth in Section 5.01 hereof.

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

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

representing the right to distributions as set forth herein.

Class 1-A-1 Corridor Contract: The transaction evidenced by the

related Confirmation (as assigned to the Corridor Contract Administrator

pursuant to the Corridor Contract Assignment Agreement), a form of which is

attached hereto as Exhibit Q-1.

Class 1-A-1 Corridor Contract Termination Date: With respect to the

Class 1-A-1 Corridor Contract, the Distribution Date in January 2010.

Class 1-A-1 Net Rate Cap: With respect to any Distribution Date, the

weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan

Group 1 for such Distribution Date, adjusted to an effective rate reflecting

the calculation of interest on the basis of the actual number of days elapsed

during the related Accrual Period and a 360-day year.

Class 1-A-1 Principal Distribution Amount: With respect to any

Distribution Date, the product of (x) the Senior Principal Distribution Target

Amount and (y) a fraction, the numerator of which is the Class 1-A-1 Principal

Distribution Target Amount and the denominator of which is the sum of the

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

Distribution Target Amount.

Class 1-A-1 Principal Distribution Target Amount: With respect to

any Distribution Date, the excess of (1) the Certificate Principal Balance of

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

(2) the lesser of (x) 54.70% of the aggregate Stated Principal Balance of the

Mortgage Loans in Loan Group 1 for such Distribution Date and (y) the

aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1 for

such Distribution Date minus the OC Floor.

Class 2-A Certificate: Any Class 2-A-1 Certificate, Class 2-A-2

Certificate or Class 2-A-3 Certificate.

<PAGE>

Class 2-A-1 Certificate: Any Certificate designated as a "Class

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

representing the right to distributions as set forth herein.

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

2-A-2 Certificate" on the face thereof, in the form of Exhibit A-3 hereto,

representing the right to distributions as set forth herein.

Class 2-A-3 Certificate: Any Certificate designated as a "Class

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

representing the right to distributions as set forth herein.

Class 2-A Corridor Contract: The transaction evidenced by the

related Confirmation (as assigned to the Corridor Contract Administrator

pursuant to the Corridor Contract Assignment Agreement), a form of which is

attached hereto as Exhibit Q-2.

Class 2-A Corridor Contract Termination Date: With respect to the

Class 2-A Corridor Contract, the Distribution Date in July 2012.

Class 2-A Net Rate Cap: With respect to any Distribution Date, the

weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan

Group 2 for such Distribution Date, adjusted to an effective rate reflecting

the calculation of interest on the basis of the actual number of days elapsed

during the related Accrual Period and a 360-day year.

Class 2-A Principal Distribution Amount: With respect to any

Distribution Date, the product of (x) the Senior Principal Distribution Target

Amount and (y) a fraction, the numerator of which is the Class 2-A Principal

Distribution Target Amount and the denominator of which is the sum of the

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

Distribution Target Amount.

Class 2-A Principal Distribution Target Amount: With respect to any

Distribution Date, the excess of (1) the aggregate Certificate Principal

Balance of the Class 2-A Certificates immediately prior to such Distribution

Date, over (2) the lesser of (x) 54.70% of the aggregate Stated Principal

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

(y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group

2 for such Distribution Date minus the OC Floor.

Class A-R Certificate: Any Certificate designated as a "Class A-R

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

representing the right to distributions as set forth herein.

Class B Certificate: Any Certificate designated as a "Class M-1

Certificate" on the face thereof, in the form of Exhibit A-13 hereto,

representing the right to distributions as set forth herein.

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

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

representing the right to distributions as set forth herein.

<PAGE>

Class C Distributable Amount: As defined in the Preliminary

Statement.

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

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

representing the right to distributions as set forth herein.

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

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

representing the right to distributions as set forth herein.

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

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

representing the right to distributions as set forth herein.

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

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

representing the right to distributions as set forth herein.

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

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

representing the right to distributions as set forth herein.

Class M-6 Certificate: Any Certificate designated as a "Class M-6

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

representing the right to distributions as set forth herein.

Class M-7 Certificate: Any Certificate designated as a "Class M-7

Certificate" on the face thereof, in the form of Exhibit A-11 hereto,

representing the right to distributions as set forth herein.

Class M-8 Certificate: Any Certificate designated as a "Class M-7

Certificate" on the face thereof, in the form of Exhibit A-12 hereto,

representing the right to distributions as set forth herein.

Class P Certificate: Any Certificate designated as a "Class P

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

representing the right to distributions as set forth herein.

Class P Principal Distribution Date: The first Distribution Date

that occurs after the end of the latest Prepayment Charge Period for all

Mortgage Loans that have a Prepayment Charge Period.

Closing Date: August 30, 2005.

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

amendatory provisions.

Collateral Schedule: Schedule II hereto.

<PAGE>

Compensating Interest: With respect to the Mortgage Loans in each

Loan Group and any Distribution Date, an amount equal to the lesser of (x)

one-half of the Servicing Fee for such Mortgage Loans for the related Due

Period and (y) the aggregate Prepayment Interest Shortfalls for such Mortgage

Loans for such Distribution Date.

Confirmation: Any of the Confirmations with a trade date of August

10, 2005 evidencing a transaction between the Corridor Contract Counterparty

and CHL relating to the Corridor Contracts.

Corporate Trust Office: The designated office of the Trustee in the

State of New York where 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, New York,

New York 10286 (Attention: Corporate Trust MBS Administration), telephone:

(212) 815-3236, facsimile: (212) 815-3986.

Corridor Contract: The Class 1-A-1 Corridor Contract, the Class 2-A

Corridor Contract or the Subordinate Corridor Contract, as applicable.

Corridor Contract Administration Agreement: The corridor contract

administration agreement dated as of the Closing Date among CHL, the Trustee

and the Corridor Contract Administrator, a form of which is attached hereto as

Exhibit R.

Corridor Contract Administrator: The Bank of New York, in its

capacity as corridor contract administrator under the Corridor Contract

Administration Agreement.

Corridor Contract Assignment Agreement: The assignment agreement

dated as of the Closing Date among CHL, the Corridor Contract Administrator

and the Corridor Contract Counterparty, a form of which is attached hereto as

Exhibit S.

Corridor Contract Counterparty: Bear Stearns Financial Products

Inc., and its successors.

Corridor Contract Termination Date: The Subordinate Corridor

Contract Termination Date, Class 1-A-1 Corridor Contract Termination Date and

Class 2-A Corridor Contract Termination Date, as applicable.

Credit Bureau Risk Score: A statistical credit score obtained by CHL

in connection with the origination of a Mortgage Loan.

Co-Trustee: The Bank of New York Trust Company, N.A., a national

banking association, not in its individual capacity, but solely in its

capacity as co-trustee for the benefit of the Certificateholders under this

Agreement, and any successor thereto, and any corporation or national banking

association resulting from or surviving any consolidation or merger to which

it or its successors may be a party.

Credit Comeback Excess Account: The separate Eligible Account

created and initially maintained by the Trustee pursuant to Section 4.08 in

the name of the Trustee for the benefit of the Certificateholders and

designated "The Bank of New York in trust for registered

<PAGE>

Holders of CWABS, Inc., Asset-Backed Certificates, Series 2005-8". Funds in

the Credit Comeback Excess Account shall be held in trust for the

Certificateholders for the uses and purposes set forth in this Agreement.

Credit Comeback Excess Cashflow: With respect to any Distribution

Date, any amounts in the Credit Comeback Excess Account available for such

Distribution Date.

Credit Comeback Excess Amount: With respect to the Credit Comeback

Loans and any Master Servicer Advance Date, the portion of the sum of the

following (without duplication) attributable to the excess, if any, of the

actual mortgage rate on each Credit Comeback Loan and the Mortgage Rate on

such Credit Comeback Loan: (i) all scheduled interest collected during the

related Due Period with respect to the Credit Comeback Loans, (ii) all

interest on Principal Prepayments received during the related Prepayment

Period with respect to the Credit Comeback Loans, other than Prepayment

Interest Excess, (iii) all Advances relating to interest with respect to the

Credit Comeback Loans, (iv) all Compensating Interest with respect to the

Credit Comeback Loans and (v) Liquidation Proceeds with respect to the Credit

Comeback Loans collected during the related Due Period (to the extent such

Liquidation Proceeds relate to interest), less all Nonrecoverable Advances

relating to interest reimbursed during the related Due Period.

Credit Comeback Loan: Any Fixed Rate Mortgage Loan for which the

related Mortgage Rate is subject to reduction (not exceeding 0.375% per annum)

for good payment history of Scheduled Payments by the related Mortgagor.

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

Group (after taking into account principal distributions on such Distribution

Date) with respect to (1) the Class A and Class B REMIC 2 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 Subordinate Component Balance

of the Loan Group to which they correspond and (2) the Class C and Class D

REMIC 2 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 Subordinate Component Balance of the Loan Group to which they

correspond.

Cumulative Loss Trigger Event: With respect to a Distribution Date

on or after the Stepdown Date the aggregate amount of Realized Losses on the

Mortgage Loans from (and including) the Cut-off Date for each Mortgage Loan to

(and including) the last day of the related Due Period reduced by the

aggregate amount of any Subsequent Recoveries received through the last day of

that Due Period exceeds the applicable percentage, as set forth below, for

such Distribution Date, of the sum of (x) the aggregate Cut-off Date Principal

Balance of the Initial Mortgage Loans, and (y) the Pre-Funded Amount:

<PAGE>

<TABLE>

<S> <C>

Distribution Date Percentage

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

September 2007--August 2008...................... 1.30% with respect to September 2007,

plus an additional 1/12th of 1.60% for

each month thereafter through August 2008

September 2008--August 2009...................... 2.90% with respect to September 2008,

plus an additional 1/12th of 1.65% for

each month thereafter through August 2009

September 2009-- August 2010..................... 4.55% with respect to September 2009,

plus an additional 1/12th of 1.35% for

each month thereafter through August 2010

September 2010-- August 2011..................... 5.90% with respect to September 2010,

plus an additional 1/12th of 0.70% for

each month thereafter through August 2011

September 2011 and thereafter.................... 6.60%

</TABLE>

Current Interest: With respect to each Class of Adjustable Rate

Certificates and each Distribution Date, the interest accrued at the

applicable Pass-Through Rate for the applicable Accrual Period on the

Certificate Principal Balance of such Class immediately prior to such

Distribution Date, plus any amount previously distributed with respect to

interest for such Class that is recovered as a voidable preference by a

trustee in bankruptcy.

Cut-off Date: When used with respect to any Mortgage Loan "the

Cut-off Date" shall mean the related Initial Cut-off Date or Subsequent

Cut-off Date, as applicable.

Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid

principal balance thereof as of the close of business on the Cut-off Date

after application of all payments of principal due on or prior to the Cut-off

Date, whether or not received, and all Principal Prepayments received on or

prior to the Cut-off Date, but without giving effect to any installments of

principal received in respect of Due Dates after 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 other reduction that results in a permanent forgiveness of

principal.

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 such 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,

<PAGE>

which valuation or reduction results from an order of such court that is final

and non-appealable in a proceeding under the Bankruptcy Code.

Definitive Certificates: As defined in Section 5.06 hereof.

Delay Delivery Mortgage Loans: (i) The Initial Mortgage Loans

identified on the schedule of Mortgage Loans hereto set forth on Exhibit F-2

hereof for which all or a portion of a related Mortgage File is not delivered

to the Co-Trustee on or prior to the Closing Date, and (ii) the Subsequent

Mortgage Loans identified on the schedule of Subsequent Mortgage Loans set

forth in Annex A to each related Subsequent Transfer Agreement for which all

or a portion of the related Mortgage File is not delivered to the Co-Trustee

on or prior to the related Subsequent Transfer Date. The Depositor shall

deliver (or cause delivery of) the Mortgage Files to the Co-Trustee: (A) with

respect to at least 50% of the Initial Mortgage Loans, not later than the

Closing Date and with respect to at least 10% of the Subsequent Mortgage Loans

conveyed on a Subsequent Transfer Date, not later than such Subsequent

Transfer Date, (B) with respect to at least an additional 40% of the Initial

Mortgage Loans, not later than 20 days after the Closing Date, and not later

than 20 days after the relevant Subsequent Transfer Date with respect to the

remaining Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date,

and (C) with respect to the remaining Initial Mortgage Loans, not later than

thirty days after the Closing Date. To the extent that Countrywide Home Loans,

Inc. shall be in possession of any Mortgage Files with respect to any Delay

Delivery Mortgage Loan, until delivery to of such Mortgage File to the

Co-Trustee as provided in Section 2.01, Countrywide Home Loans, Inc. shall

hold such files as agent and in trust for the Co-Trustee.

Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by

a Replacement Mortgage Loan.

Delinquency Trigger Event: With respect to a Distribution Date on or

after the Stepdown Date exists if the Rolling Sixty-Day Delinquency Rate

equals or exceeds the product of 35.00% and the Senior Enhancement Percentage

for such Distribution Date.

Delinquent: A Mortgage Loan is "delinquent" if any payment due

thereon is not made pursuant to the terms of such Mortgage Loan by the close

of business on the day such payment is scheduled to be due. A Mortgage Loan is

"30 days delinquent" if such payment has not been received by the close of

business on the corresponding day of the month immediately succeeding the

month in which such payment was due, or, if there is no such corresponding day

(e.g., as when a 30-day month follows a 31-day month in which a payment was

due on the 31st day of such month), then on the last day of such immediately

succeeding month. Similarly for "60 days delinquent," "90 days delinquent" and

so on.

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

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

or, if not the foregoing, the Percentage Interest appearing on the face

thereof, as applicable.

Depositor: CWABS, 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., or any other organization

registered as a "clearing agency"

<PAGE>

pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.

The Depository shall initially be 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 Agreement: With respect to the Book-Entry Certificates,

the agreement among the Depositor, the Trustee and the initial Depository,

dated as of the Closing Date, substantially in the form of Exhibit O.

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: With respect to any Distribution Date, the 15th

day of the month of such Distribution Date or, if such 15th day is not a

Business Day, the immediately preceding Business Day.

Distribution Account: The separate Eligible Account created and

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

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

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

Certificates, Series 2005-8". 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, 1:00

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

Date.

Distribution Date: The 25th day of each month, or if such day is not

a Business Day, on the first Business Day thereafter, commencing in September

2005.

Due Date: With respect to any Mortgage Loan and Due Period, the due

date for Scheduled Payments of interest and/or principal on that Mortgage Loan

occurring in such Due Period as provided in the related Mortgage Note.

Due Period: With respect to any Distribution Date, the period

beginning on the second day of the calendar month preceding the calendar month

in which such Distribution Date occurs and ending on the first day of the

month in which such Distribution Date occurs.

Eligible Account: Any of (i) an account or accounts maintained with

a federal or state chartered depository institution or trust company, the

long-term unsecured debt obligations and 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, if Moody's is not a Rating Agency) are rated by each Rating

Agency in one of its two highest long-term and its highest short-term rating

categories respectively, 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

<PAGE>

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 the corporate trust department of a federal or state

chartered depository institution or trust company having capital and surplus

of not less than $50,000,000, acting in its fiduciary capacity or (iv) any

other account acceptable to the Rating Agencies without reduction or

withdrawal of their then current ratings of the Certificates as evidenced by a

letter from each Rating Agency to the Trustee. 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 3.12(d) hereof.

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 applicable requirements of

the Underwriter's Exemption.

ERISA-Restricted Certificates: The Class A-R Certificates, Class P

Certificates, Class C Certificates and Certificates of any Class that ceases

to satisfy the applicable rating requirement under the Underwriter's

Exemption.

Escrow Account: As defined in Section 3.06 hereof.

Event of Default: As defined in Section 7.01 hereof.

Excess Cashflow: With respect to any Distribution Date the sum of

(x) the amount remaining as set forth in Section 4.04(a)(iii)(b) and (y) the

amount remaining as set forth in Section 4.04(b)(1)(B)(ii) or 4.04(b)(2)(C),

as applicable.

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

amount, if any, by which the sum of any Liquidation Proceeds and Subsequent

Recoveries are in excess of the sum of (i) the unpaid principal balance of

such Liquidated Mortgage Loan as of the date of liquidation of such Liquidated

Mortgage Loan plus (ii) interest at the Mortgage Rate from the Due Date as to

which interest was last paid or advanced to Certificateholders (and not

reimbursed to the Master Servicer) 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 outstanding during each Due Period as

to which such interest was not paid or advanced.

Expense Fee Rate: With respect to any Mortgage Loan, the sum of (i)

the Servicing Fee Rate and (ii) the Trustee Fee Rate.

Extra Principal Distribution Amount: With respect to any

Distribution Date and any Loan Group, is the product of (a) the lesser of (1)

the Overcollateralization Deficiency Amount and (2) the Excess Cashflow

available for payment thereof and (b) a fraction, the

<PAGE>

numerator of which is the Principal Remittance Amount for such Loan Group and

the denominator of which is the sum of the Principal Remittance Amounts for

both Loan Groups.

Fannie Mae: 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 thereto.

FDIC: The Federal Deposit Insurance Corporation, or any successor

thereto.

Fixed Rate Mortgage Loans: The Mortgage Loans identified in the

Mortgage Loan Schedule as having a Mortgage Rate which is fixed for the life

of the related Mortgage and any Credit Comeback Loans, including in each case

any Mortgage Loans delivered in replacement thereof.

Freddie Mac: 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 thereto.

Funding Period: The period from the Closing Date to and including

the earlier to occur of (x) the date the amount in the Pre-Funding Account is

less than $175,000 and (y) October 14, 2005.

Gross Margin: The percentage set forth in the related Mortgage Note

for the Adjustable Rate Mortgage Loans to be added to the Index for use in

determining the Mortgage Rate on each Adjustment Date, and which is set forth

in the Mortgage Loan Schedule for the Adjustable Rate Mortgage Loans.

Group 1 Mortgage Loans: The group of Mortgage Loans identified in

the related Mortgage Loan Schedule as "Group 1 Mortgage Loans", including in

each case any Mortgage Loans delivered in replacement thereof.

Group 1 Pre-Funded Amount: The portion of the Pre-Funded Amount

allocable for purchase of Subsequent Mortgage Loans as Group 1 Mortgage Loans

on the Closing Date, which shall equal $91.94.

Group 2 Mortgage Loans: The group of Mortgage Loans identified in

the related Mortgage Loan Schedule as "Group 2 Mortgage Loans", including in

each case any Mortgage Loans delivered in replacement thereof.

Group 2 Pre-Funded Amount: The portion of the Pre-Funded Amount

allocable for purchase of Subsequent Mortgage Loans as Group 2 Mortgage Loans

on the Closing Date, which shall equal $29,219.25.

Group Net Rate Cap: With respect to Loan Group 1, the Loan Group 1

Net Rate Cap and with respect to Loan Group 2, the Loan Group 2 Net Rate Cap.

Index: As to any Adjustable Rate Mortgage Loan on any Adjustment

Date related thereto, the index for the adjustment of the Mortgage Rate set

forth as such in the related

<PAGE>

Mortgage Note, such index in general being the average of the London interbank

offered rates for six-month U.S. dollar deposits in the London market, as set

forth in The Wall Street Journal, as most recently announced as of a date 45

days prior to such Adjustment Date or, if the Index ceases to be published in

The Wall Street Journal or becomes unavailable for any reason, then the Index

shall be a new index selected by the Master Servicer, based on comparable

information.

Initial Adjustment Date: As to any Adjustable Rate Mortgage Loan,

the first Adjustment Date following the origination of such Mortgage Loan.

Initial Certificate Account Deposit: An amount equal to the

aggregate of all amounts in respect of (i) principal of the Initial Mortgage

Loans due after the Initial Cut-off Date and received by the Master Servicer

before the Closing Date and not applied in computing the Cut-off Date

Principal Balance thereof and (ii) interest on the Initial Mortgage Loans due

after the Initial Cut-off Date and received by the Master Servicer before the

Closing Date.

Initial Certificate Principal Balance: With respect to any

Certificate (other than the Class C Certificates) the Certificate Principal

Balance of such Certificate or any predecessor Certificate on the Closing

Date.

Initial Cut-off Date: In the case of any Initial Mortgage Loan, the

later of (x) August 1, 2005 and (y) the date of origination of such Mortgage

Loan.

Initial Mortgage Loan: A Mortgage Loan conveyed to the Trustee on

the Closing Date pursuant to this Agreement as identified on the Mortgage Loan

Schedule delivered to the Trustee on the Closing Date.

Initial Mortgage Rate: As to each Adjustable Rate Mortgage Loan, the

Mortgage Rate in effect prior to the Initial Adjustment Date.

Initial Periodic Rate Cap: With respect to each Adjustable Rate

Mortgage Loan, the percentage specified in the related Mortgage Note that

limits the permissible increase or decrease in the Mortgage Rate on its

initial Adjustment Date.

Insurance Policy: With respect to any Mortgage Loan included in the

Trust Fund, any insurance policy, including all riders and endorsements

thereto in effect with respect to such Mortgage Loan, including any

replacement policy or policies for any Insurance Policy.

Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans

pursuant to any Insurance Policy or any other insurance policy covering a

Mortgage Loan, to the extent such proceeds are payable to the mortgagee under

the Mortgage, the Master Servicer or the trustee under the deed of trust and

are not applied to the restoration of the related Mortgaged Property or

released to the Mortgagor in accordance with the procedures that the Master

Servicer would follow in servicing mortgage loans held for its own account, in

each case other than any amount included in such Insurance Proceeds in respect

of Insured Expenses and received prior to such Mortgage Loan becoming a

Liquidated Mortgage Loan.

<PAGE>

Insured Expenses: Expenses covered by an Insurance Policy or any

other insurance policy with respect to the Mortgage Loans.

Interest Carry Forward Amount: With respect to each Class of

Adjustable Rate Certificates and each Distribution Date, the excess of (i) the

Current Interest for such Class with respect to prior Distribution Dates over

(ii) the amount actually distributed to such Class with respect to interest on

such prior Distribution Dates.

Interest Determination Date: With respect to the first Accrual

Period for the Adjustable Rate Certificates, August 26, 2005. With respect to

any Accrual Period for the Adjustable Rate Certificates thereafter, the second

LIBOR Business Day preceding the commencement of such Accrual Period.

Interest Funds: With respect to any Distribution Date and Loan

Group, the Interest Remittance Amount for such Loan Group and Distribution

Date, less the portion of the Trustee Fee for such Distribution Date allocable

to such Loan Group.

Interest Remittance Amount: With respect to the Mortgage Loans in

each Loan Group and any Master Servicer Advance Date, (x) the sum, without

duplication, of (i) all scheduled interest collected during the related Due

Period (for the avoidance of doubt, other than Credit Comeback Excess Amounts)

with respect to the related Mortgage Loans less the related Servicing Fee,

(ii) all interest on Principal Prepayments received during the related

Prepayment Period with respect to such Mortgage Loans, other than Prepayment

Interest Excess, (iii) all related Advances relating to interest with respect

to such Mortgage Loans, (iv) all related Compensating Interest with respect to

such Mortgage Loans, (v) Liquidation Proceeds with respect to such Mortgage

Loans collected during the related Due Period (to the extent such Liquidation

Proceeds relate to interest) and (vi) the related Seller Shortfall Interest

Requirement, less (y) all reimbursements to the Master Servicer during the

related Due Period for Advances of interest previously made allocable to such

Loan Group.

Investment Letter: As defined in Section 5.02(b) hereof.

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.

LIBOR Business Day: Any day on which banks in the City of London,

England and New York City, U.S.A. are open and conducting transactions in

foreign currency and exchange.

Liquidated Mortgage Loan: With respect to any Distribution Date, a

defaulted Mortgage Loan that has been liquidated through deed-in-lieu of

foreclosure, foreclosure sale, trustee's sale or other realization as provided

by applicable law governing the real property subject to the related Mortgage

and any security agreements and as to which the Master Servicer has certified

in the related Prepayment Period that it has received all amounts it expects

to receive in connection with such liquidation.

<PAGE>

Liquidation Proceeds: Amounts, including Insurance Proceeds,

received in connection with the partial or complete liquidation of 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 received in connection with or prior to such Mortgage Loan becoming a

Liquidated Mortgage Loan, less the sum of related Excess Proceeds,

unreimbursed Advances, Servicing Fees and Servicing Advances.

Loan Group: Either of Loan Group 1 or Loan Group 2.

Loan Group 1: The Group 1 Mortgage Loans.

Loan Group 2: The Group 2 Mortgage Loans.

Loan Number and Borrower Identification Mortgage Loan Schedule: With

respect to any Subsequent Transfer Date, the Loan Number and Borrower

Identification Mortgage Loan Schedule delivered in connection with such

Subsequent Transfer Date pursuant to Section 2.01(f) hereof. Each Loan Number

and Borrower Identification Mortgage Loan Schedule shall contain the

information specified in the definition of "Mortgage Loan Schedule" with

respect to the Subsequent Mortgage Loans conveyed on such Subsequent Transfer

Date, and each Loan Number and Borrower Identification Mortgage Loan Schedule

shall be deemed to be included in the Mortgage Loan Schedule.

Loan-to-Value Ratio: The fraction, expressed as a percentage, the

numerator of which is the original principal balance of the related Mortgage

Loan and the denominator of which is the Appraised Value of the related

Mortgaged Property.

Majority Holder: The Holders of Certificates evidencing at least 51%

of the Voting Rights allocated to such Class of Certificates.

Margin: With respect to any Accrual Period and Class of Adjustable

Rate Certificates, the per annum rate indicated in the following table:

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

Class Margin (1) Margin (2)

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

Class 1-A............... 0.250% 0.500%

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

Class 2-A-1............. 0.130% 0.260%

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

Class 2-A-2............. 0.240% 0.480%

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

Class 2-A-3............. 0.380% 0.760%

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

Class M-1............... 0.470% 0.705%

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

Class M-2............... 0.490% 0.735%

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

Class M-3............... 0.520% 0.780%

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

Class M-4............... 0.620% 0.930%

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

Class M-5............... 0.650% 0.975%

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

Class M-6............... 0.690% 1.035%

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

Class M-7............... 1.220% 1.830%

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

Class M-8............... 1.350% 2.025%

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

<PAGE>

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

Class B................. 1.750% 2.625%

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

(1) For any Accrual Period relating to any Distribution Date occurring on or

prior to the Optional Termination Date.

(2) For any Accrual Period relating to any Distribution Date occurring after

the Optional Termination Date.

Master Servicer: Countrywide Home Loans Servicing LP, a Texas

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

servicer hereunder.

Master Servicer Advance Date: As to any Distribution Date, the

Business Day immediately preceding such Distribution Date.

Master Servicer Prepayment Charge Payment Amount: The amounts (i)

payable by the Master Servicer in respect of any Prepayment Charges waived

other than in accordance with the standard set forth in the first sentence of

Section 3.20(a) hereof, or (ii) collected from the Master Servicer in respect

of a remedy for the breach of the representation made by CHL set forth in

Section 3.20(c) hereof.

Maximum Mortgage Rate: With respect to each Adjustable Rate Mortgage

Loan, the maximum rate of interest set forth as such in the related Mortgage

Note.

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

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

successor thereto.

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 Adjustable Rate Mortgage

Loan, the minimum rate of interest set forth as such in the related Mortgage

Note.

Modified Mortgage Loan: As defined in Section 3.12(a) hereof.

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 4.05 hereof.

Moody's: Moody's Investors Service, Inc. and its successors.

Mortgage: The mortgage, deed of trust or other instrument creating a

first lien on or first priority ownership interest in an estate in fee simple

in real property securing a Mortgage Note.

<PAGE>

Mortgage File: The mortgage documents listed in Section 2.01 hereof

pertaining to a particular Mortgage Loan and any additional documents

delivered to the Co-Trustee to be added to the Mortgage File pursuant to this

Agreement.

Mortgage Loan Schedule: The list of Mortgage Loans (as from time to

time amended by the Master Servicer to reflect the deletion of Liquidated

Mortgage Loans and Deleted Mortgage Loans and the addition of (x) Replacement

Mortgage Loans pursuant to the provisions of this Agreement and (y) Subsequent

Mortgage Loans pursuant to the provisions of this Agreement and any Subsequent

Transfer Agreement) transferred to the Trustee as part of the Trust Fund and

from time to time subject to this Agreement, attached hereto as Exhibit F-1,

setting forth in the following information with respect to each Mortgage Loan:

(i) the loan number;

(ii) the Loan Group;

(iii) the Appraised Value;

(iv) the Initial Mortgage Rate;

(v) the maturity date;

(vi) the original principal balance;

(vii) the Cut-off Date Principal Balance;

(viii) the first payment date of the Mortgage Loan;

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

(x) the Loan-to-Value Ratio at origination;

(xi) a code indicating whether the residential dwelling at

the time of origination was represented to be owner-occupied;

(xii) a code indicating whether the residential dwelling is

either (a) a detached single family dwelling, (b) a two family

residential property, (c) a three family residential property, (d) a

four family residential property, (e) planned unit development, (f)

a low rise condominium unit, (g) a high rise condominium unit or (h)

manufactured housing;

(xiii) a code indicating whether such Mortgage Loan is a Credit

Comeback Loan;

(xiv) [Reserved];

(xv) [Reserved];

(xvi) the purpose of the Mortgage Loan;

<PAGE>

(xvii) with respect to each Adjustable Rate Mortgage Loan:

(a) the frequency of each Adjustment Date;

(b) the next Adjustment Date;

(d) the Minimum Mortgage Rate;

(e) the Mortgage Rate as of the Cut-off Date;

(f) the related Initial Periodic Rate Cap and Subsequent

Periodic Rate Cap; and

(g) the Gross Margin;

(xviii) a code indicating whether the Mortgage Loan is a CHL

Mortgage Loan, a Park Monaco Mortgage Loan or a Park

Sienna Mortgage Loan;

(xix) the premium rate for any lender-paid mortgage

insurance, if applicable; and

(xx) a code indicating whether the Mortgage Loan is a Fixed

Rate Mortgage Loan or an Adjustable Rate Mortgage Loan.

Such schedule shall also set forth the total of the amounts described under

(vii) above for all of the Mortgage Loans and for each Loan Group. The

Mortgage Loan Schedule shall be deemed to include each Loan Number and

Borrower Identification Mortgage Loan Schedule delivered pursuant to Section

2.01(f) hereof and all the related Subsequent Mortgage Loans and Subsequent

Mortgage Loan information included therein.

Mortgage Loans: Such of the Group 1 Mortgage Loans and Group 2

Mortgage Loans transferred and assigned to the Trustee pursuant to the

provisions hereof and any Subsequent Transfer Agreement as from time to time

are held as 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.

Any mortgage loan that was intended by the parties hereto to be transferred to

the Trust Fund as indicated by such Mortgage Loan Schedule which is in fact

not so transferred for any reason, including a breach of the representation

contained in Section 2.02 hereof, shall continue to be a Mortgage Loan

hereunder until the Purchase Price with respect thereto has been paid to the

Trust Fund.

Mortgage Note: The original executed note or other evidence of

indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

<PAGE>

Mortgage Pool: The aggregate of the Mortgage Loans identified in the

Mortgage Loan Schedule.

Mortgage Rate: The annual rate of interest borne by a Mortgage Note

from time to time; provided, however, the Mortgage Rate for each Credit

Comeback Loan shall be treated for all purposes of payments on the

Certificates, including the calculation of the Pass-Through Rates and the

applicable Net Rate Cap, as reduced by 0.375% on the Due Date following the

end of each of the first four annual periods after the origination date,

irrespective of whether the Mortgagor qualifies for the reduction by having a

good payment history.

Mortgaged Property: The underlying property securing a Mortgage

Loan.

Mortgagor: The obligors on a Mortgage Note.

Net Mortgage Rate: As to each Mortgage Loan, and at any time, the

per annum rate equal to the Mortgage Rate less the Servicing Fee Rate.

Net Rate Cap: (i) With respect to the Class 1-A-1 Certificates, the

Class 1-A-1 Net Rate Cap, (ii) with respect to the Class 2-A Certificates, the

Class 2-A Net Rate Cap and (iii) with respect to the Subordinate Certificates,

the Subordinate Net Rate Cap.

Net Rate Carryover: With respect to any Class of Adjustable Rate

Certificates and any Distribution Date, the sum of (A) the excess of (i) the

amount of interest that such Class would otherwise have accrued for such

Distribution Date had the Pass-Through Rate for such Class and the related

Accrual Period not been determined based on the applicable Net Rate Cap, over

(ii) the amount of interest accrued on such Class at the applicable Net Rate

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

for all previous Distribution Dates not previously paid pursuant to Section

4.04 hereof, together with interest thereon at the then applicable

Pass-Through Rate for such Class, without giving effect to the applicable Net

Rate Cap.

NIM Insurer: Any insurer guarantying at the request of CHL certain

payments under notes backed or secured by the Class C or Class P Certificates.

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 or, in the case of a current delinquency, would

not, be ultimately recoverable by the Master Servicer from the related

Mortgagor, related Liquidation Proceeds or otherwise.

Non-United States Person : A Person that is not a citizen or

resident of the United States, a corporation, partnership, or other entity

(treated as a corporation or a partnership for federal income tax purposes)

created or organized in or under the laws of the United States, any state

thereof or the District of Columbia, an estate whose income from sources

without the United States is includible in gross income for United States

federal income tax purposes regardless of its connection with the conduct of a

trade or business within the United States, or a trust if a court within the

United States is able to exercise primary supervision over the administration

of the trust and one or more United States persons have authority to control

all substantial decisions of the trustor.

<PAGE>

OC Floor: With respect to any Distribution Date, an amount equal to

0.50% of the sum of the aggregate Cut-off Date Principal Balance of the

Initial Mortgage Loans and the original Pre-Funded Amount.

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-Month LIBOR: With respect to any Accrual Period for the

Adjustable Rate Certificates, the rate determined by the Trustee on the

related Interest Determination Date on the basis of the rate for U.S. dollar

deposits for one month that appears on Telerate Screen Page 3750 as of 11:00

a.m. (London time) on such Interest Determination Date; provided that the

parties hereto acknowledge that One-Month LIBOR calculated for the first

Accrual Period for the Adjustable Rate Certificates shall equal 3.66938% per

annum. If such rate does not appear on such page (or such other page as may

replace that page on that service, or if such service is no longer offered,

such other service for displaying One-Month LIBOR or comparable rates as may

be reasonably selected by the Trustee), One-Month LIBOR for the applicable

Accrual Period for the Adjustable Rate Certificates will be the Reference Bank

Rate. If no such quotations can be obtained by the Trustee and no Reference

Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to

the preceding Accrual Period for the Adjustable Rate Certificates.

Opinion of Counsel: A written opinion of counsel, who may be counsel

for the Depositor or the Master Servicer, reasonably acceptable to each

addressee of such opinion; provided that with respect to Section 6.04 or 10.01

hereof, or the interpretation or application of the REMIC Provisions, such

counsel must (i) in fact be independent of the Depositor and the Master

Servicer, (ii) not have any direct financial interest in the Depositor or the

Master Servicer or in any affiliate of either and (iii) not be connected with

the Depositor 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 Fund provided

hereunder pursuant to the purchase of the Mortgage Loans pursuant to the last

sentence of Section 9.01 hereof.

Optional Termination Date: The first Distribution Date on which the

aggregate Stated Principal Balance of the Mortgage Loans is less than or equal

to 10% of the sum of the aggregate Cut-off Date Principal Balance of the

Initial Mortgage Loans and the Pre-Funded Amount.

<PAGE>

Original Value: The value of the property underlying a Mortgage Loan

based, in the case of the purchase of the underlying Mortgaged Property, on

the lower of an appraisal satisfactory to the Master Servicer or the sales

price of such property or, in the case of a refinancing, on an appraisal

satisfactory to the Master Servicer.

OTS: The Office of Thrift Supervision.

Outstanding: With respect to the Certificates as of any date of

determination, all Certificates theretofore executed and authenticated under

this Agreement except:

(i) Certificates theretofore canceled by the Trustee or

delivered to the Trustee for cancellation; and

(ii) Certificates in exchange for which or in lieu of which

other Certificates have been executed and delivered by the Trustee

pursuant to this Agreement.

Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage

Loan with a Stated Principal Balance greater than zero that was not the

subject of a Principal Prepayment in full, and that did not become a

Liquidated Mortgage Loan, prior to the end of the related Prepayment Period.

Overcollateralization Deficiency Amount: With respect to any

Distribution Date, the amount, if any, by which the Overcollateralization

Target Amount exceeds the Overcollateralized Amount for such Distribution Date

(after giving effect to distributions in respect of the Principal Remittance

Amount for each Loan Group on such Distribution Date).

Overcollateralization Target Amount: With respect to (a) each

Distribution Date prior to the Stepdown Date, an amount equal to 4.40% of the

sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage

Loans and the Pre-Funded Amount and (b) for any Distribution Date on or after

the Stepdown Date, 8.80% of the aggregate Stated Principal Balance of the

Mortgage Loans for the current Distribution Date, subject to a minimum amount

equal to the OC Floor; provided that if a Trigger Event is in effect on any

Distribution Date, the Overcollateralization Target Amount will be the

Overcollateralization Target Amount as in effect for the prior Distribution

Date.

Overcollateralized Amount: With respect to any Distribution Date the

amount, if any, by which (x) the sum of the aggregate Stated Principal Balance

of the Mortgage Loans for such Distribution Date and any remaining amounts on

deposit in the Pre-Funding Account exceeds (y) the aggregate Certificate

Principal Balance of the Senior Certificates and the Subordinate Certificates

as of such Distribution Date (after giving effect to distributions in respect

of the Principal Remittance Amounts on such Distribution Date).

Ownership Interest: As to any Certificate, any ownership interest in

such Certificate including any interest in such Certificate as the Holder

thereof and any other interest therein, whether direct or indirect, legal or

beneficial.

<PAGE>

Park Monaco: Park Monaco Inc., a Delaware corporation, and its

successors and assigns.

Park Monaco Mortgage Loans: The Mortgage Loans identified as such on

the Mortgage Loan Schedule for which Park Monaco is the applicable Seller.

Park Sienna: Park Sienna LLC, a Delaware limited liability company,

and its successors and assigns.

Park Sienna Mortgage Loans: The Mortgage Loans identified as such on

the Mortgage Loan Schedule for which Park Sienna is the applicable Seller.

Pass-Through Rate: With respect to any Accrual Period and each Class

of Adjustable Rate Certificates, the lesser of (x) One-Month LIBOR for such

Accrual Period plus the Margin for such Class and Accrual Period and (y) the

applicable Net Rate Cap for such Class and the related Distribution Date.

Percentage Interest: With respect to any Adjustable Rate

Certificate, a fraction, expressed as a percentage, the numerator of which is

the Certificate Principal Balance represented by such Certificate and the

denominator of which is the aggregate Certificate Principal Balance of the

related Class. With respect to the Class C, Class P and Class A-R

Certificates, the portion of the Class evidenced thereby, expressed as a

percentage, as stated on the face of such Certificate.

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 each Rating Agency has confirmed in writing is sufficient

for the ratings originally assigned to the Certificates by such

Rating Agency;

(iii) commercial or finance company paper which is then

receiving the highest commercial or finance company paper rating of

each Rating Agency, or such lower rating as each Rating Agency has

confirmed in writing is sufficient for the ratings originally

assigned to the Certificates by such Rating Agency;

(iv) certificates of deposit, demand or time deposits, or

bankers' acceptances issued by any depository institution or trust

company incorporated under the laws of the United States or of any

state thereof and subject to supervision and examination by federal

and/or state banking authorities, provided that the commercial paper

and/or long term unsecured debt obligations of such depository

institution or trust company (or in the case of the principal

depository institution in a holding company system, the commercial

paper or long-term

<PAGE>

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 such

Rating Agency for such securities, or such lower ratings as each

Rating Agency has confirmed in writing is sufficient for the ratings

originally assigned to the Certificates by such Rating Agency;

(v) repurchase obligations with respect to any security

described in clauses (i) and (ii) above, in either case entered into

with a depository institution or trust company (acting as principal)

described in clause (iv) above;

(vi) securities (other than stripped bonds, stripped coupons or

instruments sold at a purchase price in excess of 115% of the face

amount thereof) bearing interest or sold at a discount issued by any

corporation incorporated under the laws of the United States or any

state thereof which, at the time of such investment, have one of the

two highest long term ratings of each Rating Agency (except (x) if

the Rating Agency is Moody's, such rating shall be the highest

commercial paper rating of S&P for any such securities) and (y), or

such lower rating as each Rating Agency has confirmed in writing is

sufficient for the ratings originally assigned to the Certificates

by such Rating Agency;

(vii) interests in any money market fund which at the date of

acquisition of the interests in such fund and throughout the time

such interests are held in such fund has the highest applicable long

term rating by each Rating Agency or such lower rating as each

Rating Agency has confirmed in writing is sufficient for the ratings

originally assigned to the Certificates by such Rating Agency;

(viii) short term investment funds sponsored by any trust

company or national banking association incorporated under the laws

of the United States or any state thereof which on the date of

acquisition has been rated by each Rating Agency in their respective

highest applicable rating category or such lower rating as each

Rating Agency has confirmed in writing is sufficient for the ratings

originally assigned to the Certificates by such Rating Agency; and

(ix) such other relatively risk free investments having a

specified stated maturity and 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 any Rating Agency, as evidenced by a signed writing

delivered by each Rating Agency, and reasonably acceptable to the

NIM Insurer, as evidenced by a signed writing delivered by the NIM

Insurer;

provided, that no such instrument shall be a Permitted Investment if such

instrument (i) evidences the right to receive interest only payments with

respect to the obligations underlying such instrument, (ii) is purchased at a

premium or (iii) is purchased at a deep discount; provided further that no

such instrument shall be a Permitted Investment (A) if such instrument

evidences principal and interest payments derived from obligations underlying

such instrument and the interest payments with respect to such instrument

provide a yield to maturity of greater than 120% of the yield to maturity at

par of such underlying obligations, or (B) if it may be redeemed

<PAGE>

at a price below the purchase price (the foregoing clause (B) not to apply to

investments in units of money market funds pursuant to clause (vii) above);

provided further that no amount beneficially owned by any REMIC (including,

without limitation, any amounts collected by the Master Servicer but not yet

deposited in the Certificate Account) may be invested in investments (other

than money market funds) treated as equity interests for Federal income tax

purposes, unless the Master Servicer shall receive an Opinion of Counsel, at

the expense of Master Servicer, to the effect that such investment will not

adversely affect the status of any such REMIC as a REMIC under the Code or

result in imposition of a tax on any such REMIC. Permitted Investments that

are subject to prepayment or call may not be purchased at a price in excess of

par.

Permitted Transferee: Any Person other than (i) the United States,

any State or political subdivision thereof, or any agency or instrumentality

of any of the foregoing, (ii) a foreign government, International Organization

or any agency or instrumentality of either of the foregoing, (iii) an

organization (except certain farmers' cooperatives described in Section 521 of

the Code) that is exempt from tax imposed by Chapter 1 of the Code (including

the tax imposed by Section 511 of the Code on unrelated business taxable

income) on any excess inclusions (as defined in Section 860E(c)(1) of the

Code) with respect to any Class A-R Certificate, (iv) rural electric and

telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an

"electing large partnership" as defined in Section 775 of the Code, (vi) a

Person that is not a citizen or resident of the United States, a corporation,

partnership, or other entity (treated as a corporation or a partnership for

federal income tax purposes) created or organized in or under the laws of the

United States, any state thereof or the District of Columbia, or an estate

whose income from sources without the United States is includible in gross

income for United States federal income tax purposes regardless of its

connection with the conduct of a trade or business within the United States,

or a trust if a court within the United States is able to exercise primary

supervision over the administration of the trust and one or more United States

Persons have authority to control all substantial decisions of the trustor

unless such Person has furnished the transferor and the Trustee with a duly

completed Internal Revenue Service Form W-8ECI, and (vii) any other Person so

designated by the Trustee based upon an Opinion of Counsel that the Transfer

of an Ownership Interest in a Class A-R Certificate to such Person may cause

any REMIC formed hereunder to fail to qualify as a REMIC at any time that any

Certificates are Outstanding. The terms "United States," "State" and

"International Organization" shall have the meanings set forth in Section 7701

of the Code or successor provisions. A corporation will not be treated as an

instrumentality of the United States or of any State or political subdivision

thereof for these purposes if all of its activities are subject to tax and,

with the exception of the Federal Home Loan Mortgage Corporation, a majority

of its board of directors is not selected by such government unit.

Person: Any individual, corporation, partnership, limited liability

company, joint venture, association, joint-stock company, trust,

unincorporated organization or government, or any agency or political

subdivision thereof.

Pool Stated Principal Balance: The aggregate of the Stated Principal

Balances of the Mortgage Loans which were Outstanding Mortgage Loans.

<PAGE>

Pre-Funded Amount: The amount deposited in the Pre-Funding Account

on the Closing Date, which shall equal $29,311.19.

Pre-Funding Account: The separate Eligible Account created and

maintained by the Trustee pursuant to Section 3.05 hereof in the name of the

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

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

Certificates, Series 2005-8." Funds in the Pre-Funding Account shall be held

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

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

provided, however that any investment income earned from Permitted Investments

made with funds in the Pre-Funding Account will be for the account of CHL.

Prepayment Assumption: The applicable rate of prepayment, as

described in the Prospectus Supplement relating to the Certificates.

Prepayment Charge: With respect to any Mortgage Loan, the charges or

premiums, if any, due in connection with a full or partial prepayment of such

Mortgage Loan within the related Prepayment Charge Period in accordance with

the terms thereof (other than any Master Servicer Prepayment Charge Payment

Amount).

Prepayment Charge Period: With respect to any Mortgage Loan, the

period of time during which a Prepayment Charge may be imposed.

Prepayment Charge Schedule: As of the Initial Cut-off Date with

respect to each Initial Mortgage Loan and as of the Subsequent Cut-off Date

with respect to each Subsequent Mortgage Loan, a list attached hereto as

Schedule I (including the Prepayment Charge Summary attached thereto), setting

forth the following information with respect to each Prepayment Charge:

(i) the Mortgage Loan identifying number;

(ii) a code indicating the type of Prepayment Charge;

(iii) the state of origination of the related Mortgage Loan;

(iv) the date on which the first monthly payment was due on the

related Mortgage Loan;

(v) the term of the related Prepayment Charge; and

(vi) the principal balance of the related Mortgage Loan as of

the Cut-off Date.

As of the Closing Date, the Prepayment Charge Schedule shall contain

the necessary information for each Initial Mortgage Loan. The Prepayment

Charge Schedule shall be amended by the Master Servicer upon the sale of any

Subsequent Mortgage Loans to the Trust Fund. In addition, the Prepayment

Charge Schedule shall be amended from time to time by the Master Servicer in

accordance with the provisions of this Agreement and a copy of each related

<PAGE>

amendment shall be furnished by the Master Servicer to the Class P and Class C

Certificateholders and the NIM Insurer.

Prepayment Interest Excess: With respect to any Distribution Date,

for each Mortgage Loan that was the subject of a Principal Prepayment during

the period from the related Due Date to the end of the related Prepayment

Period, any payment of interest received in connection therewith (net of any

applicable Servicing Fee) representing interest accrued for any portion of

such month of receipt.

Prepayment Interest Shortfall: With respect to any Distribution

Date, for each Mortgage Loan that was the subject of a partial Principal

Prepayment or a Principal Prepayment in full during the period from the

beginning of the related Prepayment Period to the Due Date in such Prepayment

Period (other than a Principal Prepayment in full resulting from the purchase

of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 3.12 or 9.01 hereof)

and for each Mortgage Loan that became a Liquidated Mortgage Loan during the

related Due Period, the amount, if any, by which (i) one month's interest at

the applicable Net Mortgage Rate on the Stated Principal Balance of such

Mortgage Loan immediately prior to such prepayment (or liquidation) or in the

case of a partial Principal Prepayment on the amount of such prepayment (or

Liquidation Proceeds) exceeds (ii) the amount of interest paid or collected in

connection with such Principal Prepayment or such Liquidation Proceeds.

Prepayment Period: As to any Distribution Date and related Due Date,

the period beginning with the opening of business on the sixteenth day of the

calendar month preceding the month in which such Distribution Date occurs (or,

with respect to the first Distribution Date, the period beginning with the

opening of business on August 2, 2005) and ending on the close of business on

the fifteenth day of the month in which such Distribution Date occurs.

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 Distribution Amount: With respect to each Distribution

Date and a Loan Group, the sum of (i) the Principal Remittance Amount for such

Loan Group for such Distribution Date, (ii) the Extra Principal Distribution

Amount for such Loan Group for such Distribution Date and (iii) with respect

to the Distribution Date immediately following the end of the Funding Period,

the amount, if any, remaining in the Pre-Funding Account at the end of the

Funding Period (net of any investment income therefrom) allocable to such Loan

Group.

Principal Prepayment: Any Mortgagor payment or other recovery of (or

proceeds with respect to) principal on a Mortgage Loan (including loans

purchased or repurchased under Sections 2.02, 2.03, 2.04, 3.12 and 9.01

hereof) that is received in advance of its scheduled Due Date to the extent it

is not accompanied by an amount as to interest 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.

<PAGE>

Principal Relocation Payment: A payment from any Loan Group to a

REMIC 1 Regular Interest other than a Regular Interest corresponding to that

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 include a proportionate

allocation of Realized Losses from the Mortgage Loans of such Loan Group.

Principal Remittance Amount: With respect to the Mortgage Loans in

each Loan Group and any Distribution Date, (a) the sum, without duplication,

of: (i) the scheduled principal collected with respect to the Mortgage Loans

during the related Due Period or advanced with respect to such Distribution

Date, (ii) Principal Prepayments collected in the related Prepayment Period,

with respect to the Mortgage Loans, (iii) the Stated Principal Balance of each

Mortgage Loan that was repurchased by a Seller or purchased by the Master

Servicer with respect to such Distribution Date, (iv) the amount, if any, by

which the aggregate unpaid principal balance of any Replacement Mortgage Loans

delivered by the Sellers in connection with a substitution of a Mortgage Loan

is less than the aggregate unpaid principal balance of any Deleted Mortgage

Loans, and (v) all Liquidation Proceeds (to the extent such Liquidation

Proceeds related to principal) and Subsequent Recoveries collected during the

related Due Period; less (b) all Advances relating to principal and certain

expenses reimbursable pursuant to Section 6.03 hereof and reimbursed during

the related Due Period.

Principal Reserve Fund: The separate Eligible Account created and

initially maintained by the Trustee pursuant to Section 3.08 hereof in the

name of the Trustee for the benefit of the Certificateholders and designated

"The Bank of New York in trust for registered Holders of CWABS, Inc.,

Asset-Backed Certificates, Series 2005-8". Funds in the Principal Reserve Fund

shall be held in trust for the Certificateholders for the uses and purposes

set forth in this Agreement.

Private Certificates: The Class C and Class P Certificates.

Prospectus: The prospectus dated June 10, 2005, relating to

asset-backed securities to be sold by the Depositor.

Prospectus Supplement: The prospectus supplement dated August 25,

2005, relating to the public offering of the certain Classes of Certificates

offered thereby.

PTCE 95-60: As defined in Section 5.02(b) hereof.

PUD: A Planned Unit Development.

Purchase Price: With respect to any Mortgage Loan (x) required to be

(1) repurchased by a Seller or purchased by the Master Servicer, as

applicable, pursuant to Section 2.02, 2.03 or 3.12 hereof or (2) repurchased

by the Depositor pursuant to Section 2.04 hereof, or (y) that the Master

Servicer has a right to purchase pursuant to Section 3.12 hereof, an amount

equal to the sum of (i) 100% of the unpaid principal balance (or, if such

purchase or repurchase, as the case may be, is effected by the Master

Servicer, the Stated Principal Balance) of the Mortgage Loan as of the date of

such purchase, (ii) accrued interest thereon at the applicable Mortgage Rate

(or, if such purchase or repurchase, as the case may be, is effected by the

Master Servicer, at the Net Mortgage Rate) from (a) the date through which

interest was last paid by the

<PAGE>

Mortgagor (or, if such purchase or repurchase, as the case may be, is effected

by the Master Servicer, the date through which interest was last advanced and

not reimbursed by the Master Servicer) to (b) the Due Date in the month in

which the Purchase Price is to be distributed to Certificateholders and (iii)

any costs, expenses and damages incurred by the Trust Fund resulting from any

violation of any predatory or abusive lending law in connection with such

Mortgage Loan.

Rating Agency: Each of Moody's and S&P. If any such organization or

its successor is no longer in existence, "Rating Agency" shall be a nationally

recognized statistical rating organization, or other comparable Person,

designated by the Depositor, notice of which designation shall be given to the

Trustee. References herein to a given rating category of a Rating Agency shall

mean such rating category without giving effect to any modifiers.

Realized Loss: With respect to each Liquidated Mortgage Loan, an

amount (not less than zero or more than the Stated Principal Balance of the

Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated

Principal Balance of such Liquidated Mortgage Loan as of the date of such

liquidation, minus (ii) the Liquidation Proceeds, if any, received in

connection with such liquidation during the month in which such liquidation

occurs, to the extent applied as recoveries of principal of the Liquidated

Mortgage Loan. With respect to each Mortgage Loan that has become the subject

of a Deficient Valuation, (i) if the value of the related Mortgaged Property

was reduced below the principal balance of the related Mortgage Note, the

amount by which the value of the Mortgaged Property was reduced below the

principal balance of the related Mortgage Note, and (ii) 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 related Scheduled Payment was reduced.

Record Date: With respect to any Distribution Date and the

Adjustable Rate Certificates, the Business Day immediately preceding such

Distribution Date, or if such Certificates are no longer Book-Entry

Certificates, the last Business Day of the month preceding the month of such

Distribution Date. With respect to the Class A-R, Class C and Class P

Certificates, the last Business Day of the month preceding the month of a

Distribution Date.

Reference Bank Rate: With respect to any Accrual Period, the

arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple

of 0.03125%) of the offered rates for United States dollar deposits for one

month that are quoted by the Reference Banks as of 11:00 a.m., New York City

time, on the related Interest Determination Date to prime banks in the London

interbank market for a period of one month in amounts approximately equal to

the outstanding aggregate Certificate Principal Balance of the Adjustable Rate

Certificates on such Interest Determination Date, provided that at least two

such Reference Banks provide such rate. If fewer than two offered rates

appear, the Reference Bank Rate will be the arithmetic mean (rounded upwards,

if necessary, to the nearest whole multiple of 0.03125%) of the rates quoted

by one or more major banks in New York City, selected by the Trustee, as of

11:00 a.m., New York City time, on such date for loans in U.S. dollars to

leading European banks for a period of

<PAGE>

one month in amounts approximately equal to the aggregate Certificate

Principal Balance of the Adjustable Rate Certificates on such Interest

Determination Date.

Reference Banks: Barclays Bank PLC, Deutsche Bank and NatWest, N.A.,

provided that if any of the foregoing banks are not suitable to serve as a

Reference Bank, then any leading banks selected by the Trustee which are

engaged in transactions in Eurodollar deposits in the international

Eurocurrency market (i) with an established place of business in London,

England, (ii) not controlling, under the control of or under common control

with the Depositor, CHL or the Master Servicer and (iii) which have been

designated as such by the Trustee.

Refinancing Mortgage Loan: Any Mortgage Loan originated in

connection with the refinancing of an existing mortgage loan.

Regular Certificate: Any Certificate other than the Class A-R

Certificates.

Relief Act: The Servicemembers Civil Relief Act and similar state

laws.

REMIC Provisions: Provisions of the federal income tax law relating

to real estate mortgage investment conduits which appear at Section 860A

through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,

and regulations and rulings promulgated thereunder, as the foregoing may be in

effect from time to time.

Remittance Report: A report prepared by the Master Servicer and

delivered to the Trustee and the NIM Insurer in accordance with Section 4.04

hereof.

REO Property: A Mortgaged Property acquired by the Master Servicer

through foreclosure or deed-in-lieu of foreclosure in connection with a

defaulted Mortgage Loan.

Replacement Mortgage Loan: A Mortgage Loan substituted by a Seller

for a Deleted Mortgage Loan which must, on the date of such substitution, as

confirmed in a Request for File Release, (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 less than 90% of the Stated

Principal Balance of the Deleted Mortgage Loan; (ii) with respect to any Fixed

Rate Mortgage Loan, have a Mortgage Rate not less than or no more than 1% per

annum higher than the Mortgage Rate of the Deleted Mortgage Loan and, with

respect to any Adjustable Rate Mortgage Loan: (a) have a Maximum Mortgage Rate

no more than 1% per annum higher or lower than the Maximum Mortgage Rate of

the Deleted Mortgage Loan; (b) have a Minimum Mortgage Rate no more than 1%

per annum higher or lower than the Minimum Mortgage Rate of the Deleted

Mortgage Loan; (c) have the same Index and intervals between Adjustment Dates

as that of the Deleted Mortgage Loan; (d) have a Gross Margin not more than 1%

per annum higher or lower than that of the Deleted Mortgage Loan; and (e) have

an Initial Periodic Rate Cap and a Subsequent Periodic Rate Cap each not more

than 1% lower than that of the Deleted Mortgage Loan; (iii) have the same or

higher credit quality characteristics than that of the Deleted Mortgage Loan;

(iv) be accruing interest at a rate not more than 1% per annum higher or lower

than that of the Deleted Mortgage Loan; (v) have a Loan-to-Value Ratio no

higher than that of the Deleted Mortgage Loan; (vi) have a remaining term to

maturity not greater than (and not more than one year less than) that of the

Deleted Mortgage Loan; (vii) not permit conversion of

<PAGE>

the Mortgage Rate from a fixed rate to a variable rate or vice versa; (viii)

provide for a Prepayment Charge on terms substantially similar to those of the

Prepayment Charge, if any, of the Deleted Mortgage Loan; (ix) have the same

occupancy type and lien priority as the Deleted Mortgage Loan; and (x) comply

with each representation and warranty set forth in Section 2.03 hereof as of

the date of substitution; provided, however, that notwithstanding the

foregoing, to the extent that compliance with clause (x) of this definition

would cause a proposed Replacement Mortgage Loan to fail to comply with one or

more of clauses (i), (ii), (iv), (viii) and/or (ix) of this definition, then

such proposed Replacement Mortgage Loan must comply with clause (x) and need

not comply with one or more of clauses (i), (ii), (iv), (viii) and/or (ix), to

the extent, and only to the extent, necessary to assure that the Replacement

Mortgage Loan otherwise complies with clause (x).

Representing Party: As defined in Section 2.03(e) hereof.

Request for Document Release: A Request for Document Release

submitted by the Master Servicer to the Co-Trustee, substantially in the form

of Exhibit M.

Request for File Release: A Request for File Release submitted by

the Master Servicer to the Co-Trustee, substantially in the form of Exhibit N.

Required Carryover Reserve Fund Deposit: With respect to any

Distribution Date, an amount equal to the excess of (i) $10,000 over (ii) the

amount of funds on deposit in the Carryover Reserve Fund.

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.

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.

Rolling Sixty-Day Delinquency Rate: With respect to any Distribution

Date on or after the Stepdown Date, the average of the Sixty-Day Delinquency

Rates for such Distribution Date and the two immediately preceding

Distribution Dates.

Rule 144A: Rule 144A under the Securities Act.

Rule 144A Letter: As defined in Section 5.02(b) hereof.

S&P: Standard & Poor's Ratings Services, a division of The

McGraw-Hill Companies, Inc. and its successors.

Scheduled Payment: With respect to any Mortgage Loan, the scheduled

monthly payment of principal and/or interest due on any Due Date on such

Mortgage Loan which is payable by the related Mortgagor from time to time

under the related Mortgage Note,

<PAGE>

determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt

Service Reduction with respect to such Mortgage Loan and (ii) any reduction in

the amount of interest collectible from the related Mortgagor pursuant to the

Relief Act; (b) without giving effect to any extension granted or agreed to by

the Master Servicer pursuant to Section 3.05(a) hereof; and (c) on the

assumption that all other amounts, if any, due under such Mortgage Loan are

paid when due.

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

Sellers: CHL, in its capacity as seller of the CHL Mortgage Loans to

the Depositor, Park Monaco, in its capacity as seller of the Park Monaco

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

the Park Sienna Mortgage Loans to the Depositor.

Seller Shortfall Interest Requirement: With respect to the

Distribution Date in each of September 2005, October 2005 and November 2005,

is the sum of

(a) the product of (1) the excess of the aggregate Stated Principal

Balances for such Distribution Date of all the Mortgage Loans in the Mortgage

Pool (including the Subsequent Mortgage Loans, if any) owned by the Trust Fund

at the beginning of the related Due Period over the aggregate Stated Principal

Balance for such Distribution Date of such Mortgage Loans (including such

Subsequent Mortgage Loans, if any) that have a scheduled payment of interest

due in the related Due Period, and (2) a fraction, the numerator of which is

the weighted average Net Mortgage Rate of all the Mortgage Loans in the

Mortgage Pool (including such Subsequent Mortgage Loans, if any) (weighted on

the basis of the Stated Principal Balances thereof for such Distribution Date)

and the denominator of which is 12; and

(b) the lesser of:

(i) the product of: (1) the amount on deposit in the Pre-Funding

Account at the beginning of the related Due Period, and (2) a fraction, the

numerator of which is the weighted average Net Mortgage Rate of the Mortgage

Loans (including Subsequent Mortgage Loans, if any) owned by the Trust Fund at

the beginning of the related Due Period (weighted on the basis of the Stated

Principal Balances thereof for such Distribution Date) and the denominator of

which is 12; and

(ii) the excess of (x) the sum of the amount of Current Interest and

Interest Carry Forward Amount due and payable on the Adjustable Rate

Certificates for such Distribution Date, over (y) Interest Funds otherwise

available to pay Current Interest and the Interest Carry Forward Amount on the

Interest Bearing Certificates for such Distribution Date (after giving effect

to the addition of any amounts in clause (a) of this definition of Seller

Shortfall Interest Requirement to Interest Funds for such Distribution Date).

Senior Certificates: The Class 1-A-1, Class 2-A and Class A-R

Certificates.

Senior Enhancement Percentage: With respect to a Distribution Date

on or after the Stepdown Date, the fraction (expressed as a percentage) (1)

the numerator of which is the excess of (a) the aggregate Stated Principal

Balance of the Mortgage Loans for the preceding Distribution Date over (b) (i)

before the Certificate Principal Balances of the Senior Certificates

<PAGE>

have been reduced to zero, the sum of the Certificate Principal Balances of

the Senior Certificates, or (ii) after the Certificate Principal Balances of

the Senior Certificates have been reduced to zero, the Certificate Principal

Balance of the most senior Class of Subordinate Certificates outstanding, as

of the related Master Servicer Advance Date, and (2) the denominator of which

is the aggregate Stated Principal Balance of the Mortgage Loans for the

preceding Distribution Date.

Senior Principal Distribution Target Amount: With respect to any

Distribution Date, the excess of (1) the aggregate Certificate Principal

Balance of the Class 1-A-1 and Class 2-A Certificates immediately prior to

such Distribution Date, over (2) the lesser of (i) 54.70% of the aggregate

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

(ii) the aggregate Stated Principal Balance of the Mortgage Loans for such

Distribution Date minus the OC Floor.

Senior Principal Distribution Allocation Amount: With respect to any

Distribution Date, (a) in the case of the Class 1-A-1 Certificates, the Class

1-A-1 Principal Distribution Amount and (b) in the case of the Class 2-A

Certificates, the Class 2-A Principal Distribution Amount.

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 hereunder, including, but not limited to, the

cost of (i) the preservation, restoration and protection of a Mortgaged

Property, (ii) any enforcement or judicial proceedings, including

foreclosures, (iii) the management and liquidation of any REO Property and

(iv) compliance with the obligations under Section 3.10.

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

an amount equal to one month's interest at the Servicing Fee Rate on the

Stated Principal Balance of such Mortgage Loan for the preceding Distribution

Date or, in the event of any payment of interest that accompanies a Principal

Prepayment in full made by the Mortgagor, interest at the Servicing Fee Rate

on the Stated Principal Balance of such Mortgage Loan for the period covered

by such payment of interest.

Servicing Fee Rate: With respect to each Mortgage Loan, 0.50% per

annum.

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.

Sixty-Day Delinquency Rate: With respect to any Distribution Date on

or after the Stepdown Date, a fraction, expressed as a percentage, the

numerator of which is the aggregate Stated Principal Balance for such

Distribution Date of all Mortgage Loans 60 or more days delinquent as of the

close of business on the last day of the calendar month preceding such

Distribution Date (including Mortgage Loans in foreclosure, bankruptcy and REO

Properties) and the denominator of which is the aggregate Stated Principal

Balance for such Distribution Date of all Mortgage Loans.

<PAGE>

Stated Principal Balance: With respect to any Mortgage Loan or

related REO Property (i) as of the Cut-off Date, the unpaid principal balance

of the Mortgage Loan as of such date (before any adjustment to the

amortization schedule for any moratorium or similar waiver or grace period),

after giving effect to any partial prepayments or Liquidation Proceeds

received prior to such date and to the payment of principal due on or prior to

such date and irrespective any delinquency in payment by the related

Mortgagor, and (ii) as of any other Distribution Date, the Stated Principal

Balance of the Mortgage Loan as of its Cut-off Date, minus the sum of (a) the

principal portion of the Scheduled Payments (x) due with respect to such

Mortgage Loan during each Due Period ending prior to such Distribution Date

and (y) that were received by the Master Servicer as of the close of business

on the Determination Date related to such Distribution Date or with respect to

which Advances were made as of the Master Servicer Advance Date related to

such Distribution Date, (b) all Principal Prepayments with respect to such

Mortgage Loan received by the Master Servicer during each Prepayment Period

ending prior to such Distribution Date and (c) all Liquidation Proceeds

collected with respect to such Mortgage Loan during each Due Period ending

prior to such Distribution Date, to the extent applied by the Master Servicer

as recoveries of principal in accordance with Section 3.12 hereof. The Stated

Principal Balance of any Mortgage Loan that becomes a Liquidated Mortgage Loan

will be zero on each date following the Due Period in which such Mortgage Loan

becomes a Liquidated Mortgage Loan. References herein to the Stated Principal

Balance of the Mortgage Loans at any time shall mean the aggregate Stated

Principal Balance of all Mortgage Loans in the Trust Fund as of such time, and

references herein to the Stated Principal Balance of a Loan Group at any time

shall mean the aggregate Stated Principal Balance of all Mortgage Loans in

such Loan Group at such time.

Stepdown Date: The earlier to occur of: (1) the Distribution Date on

which the aggregate Certificate Principal Balance of the Senior Certificates

is reduced to zero, and (2) the later to occur of (x) the Distribution Date in

September 2008 and (y) the first Distribution Date on which the aggregate

Certificate Principal Balance of the Senior Certificates (after calculating

anticipated distributions on such Distribution Date) is less than or equal to

54.70% of the aggregate Stated Principal Balance of the Mortgage Loans for

such Distribution Date.

Stepdown Target Subordination Percentage: For any Class of

Certificates the respective percentages indicated in the following table:

Stepdown Target

Subordination

Percentage

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

Class M-1............................ 38.10%

Class M-2............................ 31.40%

Class M-3............................ 27.20%

Class M-4............................ 23.40%

Class M-5............................ 20.10%

Class M-6............................ 16.80%

Class M-7............................ 13.90%

Class M-8............................ 11.30%

Class B.............................. 8.80%

<PAGE>

Subordinate Certificates: The Class M-1, Class M-2, Class M-3, Class

M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B Certificates.

Subordinate Class Principal Distribution Amount: With respect to any

Class of Subordinate Certificates and Distribution Date will equal the excess

of: (1) the sum of: (a)the aggregate Certificate Principal Balance of the

Senior Certificates (after taking into account distribution of the Senior

Principal Distribution Target Amount for such Distribution Date), (b) the

aggregate Certificate Principal Balance of any Class(es) of Subordinate

Certificates that are senior to the subject Class (in each case, after taking

into account distribution of the Subordinate Class Principal Distribution

Amount(s) for such senior class(es) of Certificates for such Distribution

Date), and (c) the Certificate Principal Balance of the subject class of

Subordinate Certificates immediately prior to such Distribution Date over (2)

the lesser of (a) the product of (x) 100% minus the Stepdown Target

Subordination Percentage for the subject Class of Certificates and (y) the

aggregate Stated Principal Balance of the Mortgage Loans in the Mortgage Pool

for such Distribution Date and (b) the aggregate Stated Principal Balance of

the Mortgage Loans in the Mortgage Pool for such Distribution Date minus the

OC Floor; provided, however, that if such Class of Subordinate Certificates is

the only Class of Subordinate Certificates outstanding on such Distribution

Date, that Class will be entitled to receive the entire remaining Principal

Distribution Amount until the Certificate Principal Balance thereof is reduced

to zero.

Subordinate Component Balance: With respect to any Distribution Date

and for each Loan Group, the excess of the aggregate Stated Principal Balance

of such Loan Group as of the first day of the related Due Period (after giving

effect to Principal Prepayments received in the Prepayment Period ending

during such Due Period) over the aggregate Certificate Principal Balance of

the related Class(es) of Senior Certificates and any remaining amounts

allocated to such Loan Group on deposit in the Pre-Funding Account immediately

prior to such Distribution Date.

Subordinate Corridor Contract: The transaction evidenced by the

related Confirmation (as assigned to the Corridor Contract Administrator

pursuant to the Corridor Contract Assignment Agreement), a form of which is

attached hereto as Exhibit Q-3.

Subordinate Corridor Contract Termination Date: With respect to the

Subordinate Corridor Contract, the Distribution Date in July 2012.

Subordinate Net Rate Cap: With respect to any Distribution Date and

each Class of Subordinate Certificates, the weighted average (weighted on the

basis of the Subordinate Component Balance of each Loan Group) of (a) the

weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan

Group 1 and (b) the weighted average Adjusted Net Mortgage Rate of the

Mortgage Loans in Loan Group 2, and in the case of all Adjustable Rate

Certificates, adjusted to an effective rate reflecting the calculation of

interest on the basis of the actual number of days elapsed during the related

Accrual Period and a 360-day year.

Subsequent Periodic Rate Cap: With respect to each Adjustable Rate

Mortgage Loan, the percentage specified in the related Mortgage Note that

limits permissible increases and decreases in the Mortgage Rate on any

Adjustment Date (other than the initial Adjustment Date).

<PAGE>

Subsequent Certificate Account Deposit: With respect to any

Subsequent Transfer Date, an amount equal to the aggregate of all amounts in

respect of (i) principal of the related Subsequent Mortgage Loans due after

the related Subsequent Cut-off Date and received by the Master Servicer on or

before such Subsequent Transfer Date and not applied in computing the Cut-off

Date Principal Balance thereof and (ii) interest on the such Subsequent

Mortgage Loans due after such Subsequent Cut-off Date and received by the

Master Servicer on or before the Subsequent Transfer Date.

Subsequent Cut-off Date: In the case of any Subsequent Mortgage

Loan, the later of (x) the first day of the month of the related Subsequent

Transfer Date and (y) the date of origination of such Subsequent Mortgage

Loan.

Subsequent Mortgage Loan: Any Mortgage Loan conveyed to the Trustee

on a Subsequent Transfer Date, and listed on the related Loan Number and

Borrower Identification Mortgage Loan Schedule delivered pursuant to Section

2.01(f) hereof. When used with respect to a single Subsequent Transfer Date,

"Subsequent Mortgage Loan" shall mean a Subsequent Mortgage Loan conveyed to

the Trustee on such Subsequent Transfer Date.

Subsequent Periodic Rate Cap: With respect to each Adjustable Rate

Mortgage Loan, the percentage specified in the related Mortgage Note that

limits permissible increases and decreases in the Mortgage Rate on any

Adjustment Date (other than the initial Adjustment Date).

Subsequent Recoveries: As to any Distribution Date, with respect to

a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior

calendar month, unexpected amounts received by the Master Servicer (net of any

related expenses permitted to be reimbursed pursuant to Section 3.08 and 3.12

hereof) specifically related to such Liquidated Mortgage Loan after the

classification of such Mortgage Loan as a Liquidated Mortgage Loan.

Subsequent Transfer Agreement: A Subsequent Transfer Agreement

substantially in the form of Exhibit P hereto, executed and delivered by the

Sellers, the Depositor and the Trustee as provided in Section 2.01(d) hereof.

Subsequent Transfer Date: For any Subsequent Transfer Agreement, the

"Subsequent Transfer Date" identified in such Subsequent Transfer Agreement;

provided, however, the Subsequent Transfer Date for any Subsequent Transfer

Agreement must be a Business Day and may not be a date earlier than the date

on which the Subsequent Transfer Agreement is executed and delivered by the

parties thereto pursuant to Section 2.01(d) hereof.

Subsequent Transfer Date Purchase Amount: With respect to any

Subsequent Transfer Date, the "Subsequent Transfer Date Purchase Amount"

identified in the related Subsequent Transfer Agreement which shall be an

estimate of the aggregate Stated Principal Balances of the Subsequent Mortgage

Loans identified in such Subsequent Transfer Agreement.

Subsequent Transfer Date Transfer Amount: With respect to any

Subsequent Transfer Date, an amount equal to the lesser of (i) the aggregate

Stated Principal Balances as of the related Subsequent Cut-off Dates of the

Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, as listed

on the related Loan Number and Borrower Identification

<PAGE>

Mortgage Loan Schedule delivered pursuant to Section 2.01(f) hereof and (ii)

the amount on deposit in the Pre-Funding Account.

Subservicer: As defined in Section 3.02(a) hereof.

Subservicing Agreement: As defined in Section 3.02(a) hereof.

Substitution Adjustment Amount: The meaning ascribed to such term

pursuant to Section 2.03(d) hereof.

Substitution Amount: With respect to any Mortgage Loan substituted

pursuant to Section 2.03(d) hereof, the excess of (x) the principal balance of

the Mortgage Loan that is substituted for, over (y) the principal balance of

the related substitute Mortgage Loan, each balance being determined as of the

date of substitution.

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, this person shall be the

Trustee.

Tax Matters Person Certificate: With respect to the Master REMIC,

REMIC 1 and REMIC 2, the Class A-R Certificate with a Denomination of $0.05

and in the form of Exhibit E hereto.

Terminator: As defined in Section 9.01 hereof.

Three-Year Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage

Rate that is fixed for 36 months after origination thereof before such

Mortgage Rate becomes subject to adjustment.

Transfer: Any direct or indirect transfer or sale of any Ownership

Interest in a Certificate.

Transfer Affidavit: As defined in Section 5.02(c) hereof.

Transferor Certificate: As defined in Section 5.02(b) hereof.

Trigger Event: With respect to a Distribution Date on or after the

Stepdown Date, consists of either a Delinquency Trigger Event with respect to

that Distribution Date or a Cumulative Loss Trigger Event with respect to that

Distribution Date.

Trust Fund: The corpus of the trust created hereunder 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 thereof, exclusive of interest not required

to be deposited in the Certificate Account pursuant to Section 3.05(b)(2)

hereof; (ii) the Certificate Account, the Distribution Account, the Principal

Reserve Fund, the Carryover Reserve Fund, the Credit Comeback Excess Account,

the Pre-Funding Account and all amounts deposited therein pursuant to the

applicable provisions of this Agreement; (iii) the rights to receive certain

proceeds of the Corridor Contracts as provided in

<PAGE>

the Corridor Contract Administration Agreement; (iv) property that secured a

Mortgage Loan and has been acquired by foreclosure, deed in lieu of

foreclosure or otherwise; (v) the mortgagee's rights under the Insurance

Policies with respect to the Mortgage Loan; and (vi) all proceeds of the

conversion, voluntary or involuntary, of any of the foregoing into cash or

other liquid property.

Trustee: The Bank of New York, a New York banking corporation, not

in its individual capacity, but solely in its capacity as trustee for the

benefit of the Certificateholders under this Agreement, and any successor

thereto, and any corporation or national banking association resulting from or

surviving any consolidation or merger to which it or its successors may be a

party and any successor trustee as may from time to time be serving as

successor trustee hereunder.

Trustee Advance Notice: As defined in Section 4.01(d) hereof.

Trustee Advance Rate: With respect to any Advance made by the

Trustee pursuant to Section 4.01(d) hereof, 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 sum of (i) the Pool

Stated Principal Balance and (ii) any amounts remaining in the Pre-Funding

Account (excluding any investment earnings thereon) 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, which is 0.009% per annum.

Two-Year Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage

Rate that is fixed for 24 months after origination thereof before such

Mortgage Rate becomes subject to adjustment.

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.

Underwriters: Countrywide Securities Corporation and Lehman Brothers

Inc.

Unpaid Realized Loss Amount: For any Class of Subordinate

Certificates and any Distribution Date, (x) the portion of the aggregate

Applied Realized Loss Amount previously allocated to that Class remaining

unpaid from prior Distribution Dates minus (y) any increase in the Certificate

Principal Balance of that Class due to the allocation of Subsequent Recoveries

to the Certificate Principal Balance of that Class pursuant to Section 4.04(i)

hereof.

Voting Rights: The portion of the voting rights of all the

Certificates that is allocated to any Certificates for purposes of the voting

provisions hereunder. Voting Rights allocated to each Class of Certificates

shall be allocated 97% to the Certificates other than the Class A-R, Class C

and Class P Certificates (with the allocation among the Certificates to be in

<PAGE>

proportion to the Certificate Principal Balance of each Class relative to the

Certificate Principal Balance of all other such Classes), and 1% to each of

the Class A-R, Class C and Class P Certificates. Voting Rights will be

allocated among the Certificates of each such Class in accordance with their

respective Percentage Interests.

Section 1.02 Certain Interpretive Provisions.

All terms defined in this Agreement shall have the defined meanings

when used in any certificate, agreement or other document delivered pursuant

hereto unless otherwise defined therein. For purposes of this Agreement and

all such certificates and other documents, unless the context otherwise

requires: (a) accounting terms not otherwise defined in this Agreement, and

accounting terms partly defined in this Agreement to the extent not defined,

shall have the respective meanings given to them under generally accepted

accounting principles; (b) the words "hereof," "herein" and "hereunder" and

words of similar import refer to this Agreement (or the certificate, agreement

or other document in which they are used) as a whole and not to any particular

provision of this Agreement (or such certificate, agreement or document); (c)

references to any Section, Schedule or Exhibit are references to Sections,

Schedules and Exhibits in or to this Agreement, and references to any

paragraph, subsection, clause or other subdivision within any Section or

definition refer to such paragraph, subsection, clause or other subdivision of

such Section or definition; (d) the term "including" means "including without

limitation"; (e) references to any law or regulation refer to that law or

regulation as amended from time to time and include any successor law or

regulation; (f) references to any agreement refer to that agreement as amended

from time to time; and (g) references to any Person include that Person's

permitted successors and assigns.

ARTICLE II.

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

Section 2.01 Conveyance of Mortgage Loans.

(a) Each Seller hereby sells, transfers, assigns, sets over and

otherwise conveys to the Depositor, without recourse, all the right, title and

interest of such Seller in and to the applicable Initial Mortgage Loans,

including all interest and principal received and receivable by such Seller on

or with respect to applicable Initial Mortgage Loans after the Initial Cut-off

Date (to the extent not applied in computing the Cut-off Date Principal

Balance thereof) or deposited into the Certificate Account by the Master

Servicer on behalf of such Seller as part of the Initial Certificate Account

Deposit as provided in this Agreement, other than principal due on the

applicable Initial Mortgage Loans on or prior to the Initial Cut-off Date and

interest accruing prior to the Initial Cut-off Date. The Master Servicer

confirms that, on behalf of the Sellers, concurrently with the transfer and

assignment, it has deposited into the Certificate Account the Initial

Certificate Account Deposit.

Immediately upon the conveyance of the Initial Mortgage Loans

referred to in the preceding paragraph, the Depositor sells, transfers,

assigns, sets over and otherwise conveys to the Trustee for benefit of the

Certificateholders, without recourse, all right title and interest in the

Mortgage Loans.

<PAGE>

CHL further agrees (x) to cause The Bank of New York to enter into

the Corridor Contract Administration Agreement as Corridor Contract

Administrator and (y) to assign all of its right, title and interest in and to

the interest rate corridor transaction evidenced by each Confirmation, and to

cause all of its obligations in respect of such transaction to be assumed by,

the Corridor Contract Administrator, on the terms and conditions set forth in

the Corridor Contract Assignment Agreement.

(b) Subject to the execution and delivery of the related Subsequent

Transfer Agreement as provided by Section 2.01(d) hereof and the terms and

conditions of this Agreement, each Seller sells, transfers, assigns, sets over

and otherwise conveys to the Depositor, without recourse, on each Subsequent

Transfer Date, all the right, title and interest of such Seller in and to the

related Subsequent Mortgage Loans, including all interest and principal

received and receivable by such Seller on or with respect to such Subsequent

Mortgage Loans after the related Subsequent Cut-off Date (to the extent not

applied in computing the Cut-off Date Principal Balance thereof) or deposited

into the Certificate Account by the Master Servicer on behalf of such Seller

as part of any related Subsequent Certificate Account Deposit as provided in

this Agreement, other than principal due on such Subsequent Mortgage Loans on

or prior to the related Subsequent Cut-off Date and interest accruing prior to

the related Subsequent Cut-off Date.

Immediately upon the conveyance of the Subsequent Mortgage Loans

referred to in the preceding paragraph, the Depositor sells, transfers,

assigns, sets over and otherwise conveys to the Trustee for benefit of the

Certificateholders, without recourse, all right title and interest in the

Subsequent Mortgage Loans.

the purchase of the Mortgage Loans by the Depositor and has agreed to take the

actions specified herein. The Depositor, concurrently with the execution and

delivery of this Agreement, hereby sells, transfers, assigns and otherwise

conveys to the Trustee for the use and benefit of the Certificateholders,

without recourse, all right title and interest in the portion of the Trust

Fund not otherwise conveyed to the Trustee pursuant to Section 2.01(a) or (b)

hereof.

(d) On any Business Day during the Funding Period designated by CHL

to the Trustee, the Sellers, the Depositor and the Trustee shall complete,

execute and deliver a Subsequent Transfer Agreement. After the execution and

delivery of such Subsequent Transfer Agreement, on the Subsequent Transfer

Date, the Trustee shall set aside in the Pre-Funding Account an amount equal

to the related Subsequent Transfer Date Purchase Amount.

(e) The transfer of Subsequent Mortgage Loans on the Subsequent

Transfer Date is subject to the satisfaction of each of the following

conditions:

(i) the Trustee and the Underwriters will be provided Opinions

of Counsel addressed to the Rating Agencies as with respect to the sale

of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer

Date (such opinions being substantially similar to the opinions delivered

on the Closing Date to the Rating Agencies with respect to the sale of

the Initial Mortgage Loans on the Closing Date), to be delivered as

provided in Section 2.01(f) hereof;

<PAGE>

(ii) the execution and delivery of such Subsequent Transfer

Agreement or conveyance of the related Subsequent Mortgage Loans does not

result in a reduction or withdrawal of the ratings assigned to the

Certificates by the Rating Agencies;

(iii) the Depositor shall deliver to the Trustee an Officer's

Certificate confirming the satisfaction of each of the conditions set

forth in this Section 2.01(e) required to be satisfied by such Subsequent

Transfer Date;

(iv) each Subsequent Mortgage Loan conveyed on such Subsequent

Transfer Date satisfies the representations and warranties applicable to

it under this Agreement, provided, however, that with respect to a breach

of a representation and warranty with respect to a Subsequent Mortgage

Loan set forth in this clause (iv), the obligation under Section 2.03(e)

hereof of the applicable Seller, to cure, repurchase or replace such

Subsequent Mortgage Loan shall constitute the sole remedy against such

Seller respecting such breach available to Certificateholders, the

Depositor or the Trustee;

(v) the Subsequent Mortgage Loans conveyed on such Subsequent

Transfer Date were selected in a manner reasonably believed not to be

adverse to the interests of the Certificateholders;

(vi) no Subsequent Mortgage Loan conveyed on such Subsequent

Transfer Date was 30 or more days delinquent;

(vii) following the conveyance of the Subsequent Mortgage Loans

on such Subsequent Transfer Date, the characteristics of each Loan Group

will not vary by more than the amount specified below (other than the

percentage of Mortgage Loans secured by Mortgaged Properties located in

the State of California, which will not exceed 50% of the Mortgage Pool

and the percentage of mortgage loans in the Credit Grade Categories of

"C" or below, which will not exceed 10% of the Mortgage Loans in each

Loan Group) from the characteristics listed below; provided that for the

purpose of making such calculations, the characteristics for any Initial

Mortgage Loan made will be taken as of the Initial Cut-off Date and the

characteristics for any Subsequent Mortgage Loans will be taken as of the

Subsequent Cut-off Date;

<TABLE>

Loan Group 1

Permitted Variance

Characteristic or Range

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

Average Stated Principal Balance..................... $178,357 10.00%

Weighted Average Mortgage Rate....................... 7.161% 0.10%

Weighted Average Original Loan-to-Value Ratio........ 80.55% 3.00%

Weighted Average Remaining Term to Maturity.......... 357 months 3 months

Weighted Average Credit Bureau Risk Score............ 601 points 5 points

Loan Group 2

<PAGE>

Permitted Variance

Characteristic or Range

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

Average Stated Principal Balance..................... $240,210 10.00%

Weighted Average Mortgage Rate....................... 7.087% 0.10%

Weighted Average Original Loan-to-Value Ratio........ 79.61% 3.00%

Weighted Average Remaining Term to Maturity.......... 355 months 3 months

Weighted Average Credit Bureau Risk Score............ 605 points 5 points

</TABLE>

(viii) none of the Sellers or the Depositor is insolvent and

neither of the Sellers nor the Depositor will be rendered insolvent by

the conveyance of Subsequent Mortgage Loans on such Subsequent Transfer

Date; and

(ix) the Trustee and the Underwriters will be provided with 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 purchase of Subsequent Mortgage Loans 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 formed hereunder to fail to qualify as a REMIC, such opinion to

be delivered as provided in Section 2.01(f) hereof.

The Trustee shall not be required to investigate or otherwise verify

compliance with these conditions, except for its own receipt of documents

specified above, and shall be entitled to rely on the required Officer's

Certificate.

(f) Within six Business Days after each Subsequent Transfer

Date, upon (1) delivery to the Trustee by the Depositor of the Opinions of

Counsel referred to in Section 2.01(e)(1) and (e)(9) hereof, (2) delivery to

the Trustee by CHL (on behalf of each Seller) of a Loan Number and Borrower

Identification Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans

conveyed on such Subsequent Transfer Date and the Loan Group into which each

Subsequent Mortgage Loan was conveyed, (3) deposit in the Certificate Account

by the Master Servicer on behalf of the Sellers of the applicable Subsequent

Certificate Account Deposit, and (4) delivery to the Trustee by the Depositor

of an Officer's Certificate confirming the satisfaction of each of the

conditions precedent set forth in this Section 2.01(f), the Trustee shall pay

the applicable Seller the Subsequent Transfer Date Transfer Amount from such

funds that were set aside in the Pre-Funding Account pursuant to Section

2.01(d) hereof. The positive difference, if any, between the Subsequent

Transfer Date Transfer Amount and the Subsequent Transfer Date Purchase Amount

shall be re-invested by the Trustee in the Pre-Funding Account.

The Trustee shall not be required to investigate or otherwise verify

compliance with the conditions set forth in the preceding paragraph, except

for its own receipt of documents specified above, and shall be entitled to

rely on the required Officer's Certificate.

<PAGE>

Within thirty days after each Subsequent Transfer Date, the

Depositor shall deliver to the Trustee a letter of a nationally recognized

firm of independent public accountants stating whether or not the Subsequent

Mortgage Loans conveyed on such Subsequent Transfer Date conform to the

characteristics described in Section 2.01(e)(vi) and (vii) hereof.

(g) In connection with the transfer and assignment of each Mortgage

Loan, the Depositor has delivered to, and deposited with, the Co-Trustee (or,

in the case of the Delay Delivery Mortgage Loans, will deliver to, and deposit

with, the Co-Trustee within the time periods specified in the definition of

Delay Delivery Mortgage Loans) (except as provided in clause (vi) below) for

the benefit of the Certificateholders, the following documents or instruments

with respect to each such Mortgage Loan so assigned (with respect to each

Mortgage Loan, clause (i) through (vi) below, together, the "Mortgage File"

for each such Mortgage Loan):

(i) 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

that show 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, if the original Mortgage Note has been lost or destroyed and

not replaced, an original lost note affidavit, stating that the original

Mortgage Note was lost or destroyed, together with a copy of the related

Mortgage Note;

(ii) in the case of each Mortgage Loan that is not a MERS

Mortgage Loan, the original recorded Mortgage, and in the case of each

MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN

of the Mortgage Loan and language indicating that the Mortgage Loan is a

MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording

indicated thereon, or a copy of the Mortgage certified by the public

recording office in which such Mortgage has been recorded;

(iii) in the case of each Mortgage Loan that is not a MERS

Mortgage Loan, a duly executed assignment of the Mortgage to

"Asset-Backed Certificates, Series 2005-8, CWABS, Inc., by The Bank of

New York, a New York banking corporation, as trustee under the Pooling

and Servicing Agreement dated as of August 1, 2005, without recourse"

(each such assignment, when duly and validly completed, to be in

recordable form and sufficient to effect the assignment of and transfer

to the assignee thereof, under the Mortgage to which such assignment

relates);

(iv) the original recorded assignment or assignments of the

Mortgage together with all interim recorded assignments of such Mortgage

(noting the presence of a MIN in the case of each MERS Mortgage Loan);

(v) the original or copies of each assumption, modification,

written assurance or substitution agreement, if any; and

(vi) the original or duplicate original lender's title policy

or a printout of the electronic equivalent and all riders thereto or, in

the event such original title policy

<PAGE>

has not been received from the insurer, such original or duplicate

original lender's title policy and all riders thereto shall be delivered

within one year of the Closing Date.

In addition, in connection with the assignment of any MERS Mortgage

Loan, each Seller agrees that it will cause, at such Seller's own expense, the

MERS(R) System to indicate (and provide evidence to the Trustee that it has

done so) that such Mortgage Loans have been assigned by such 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 (a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY

THE FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the code

"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which

identifies the series of the Certificates issued in connection with such

Mortgage Loans. The Sellers further agree that they will not, and will not

permit the Master Servicer to, and the Master Servicer agrees that it will

not, alter the codes referenced in this paragraph with respect to any Mortgage

Loan during the term of this Agreement unless and until such Mortgage Loan is

repurchased in accordance with the terms of this Agreement.

In the event that in connection with any Mortgage Loan that is not a

MERS Mortgage Loan a Seller cannot deliver the original recorded Mortgage or

all interim recorded assignments of the Mortgage satisfying the requirements

of clause (ii), (iii) or (iv) concurrently with the execution and delivery

hereof, such Seller shall deliver or cause to be delivered to the Co-Trustee a

true copy of such Mortgage and of each such undelivered interim assignment of

the Mortgage each certified by such Seller, the applicable title company,

escrow agent or attorney, or the originator of such Mortgage, as the case may

be, to be a true and complete copy of the original Mortgage or assignment of

Mortgage submitted for recording. For any such Mortgage Loan that is not a

MERS Mortgage Loan each Seller shall promptly deliver or cause to be delivered

to the Co-Trustee such original Mortgage and such assignment or assignments

with evidence of recording indicated thereon upon receipt thereof from the

public recording official, or a copy thereof, certified, if appropriate, by

the relevant recording office, but in no event shall any such delivery be made

later than 270 days following the Closing Date; provided that in the event

that by such date such Seller is unable to deliver or cause to be delivered

each such Mortgage and each 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 interim assignment, because the related Mortgage has not

been returned by the appropriate recording office, such Seller shall deliver

or cause to be delivered such documents to the Co-Trustee as promptly as

possible upon receipt thereof. If the public recording office in which a

Mortgage or interim assignment thereof is recorded retains the original of

such Mortgage or assignment, a copy of the original Mortgage or assignment so

retained, with evidence of recording thereon, certified to be true and

complete by such recording office, shall satisfy a Seller's obligations in

Section 2.01 hereof. If any document submitted for recording pursuant to this

Agreement is (x) lost prior to recording or rejected by the applicable

recording office, the applicable Seller shall immediately prepare or cause to

be prepared a substitute and submit it for recording, and shall deliver copies

and originals thereof in accordance with the foregoing or (y) lost after

recording, the applicable Seller shall deliver to the Co-Trustee a copy of

such document certified by the applicable public recording office to be a true

and complete copy of the original recorded document. Each Seller shall

promptly forward or cause to be forwarded to the Co-Trustee (x) from time to

time

<PAGE>

additional original documents evidencing an assumption or modification of a

Mortgage Loan and (y) any other documents required to be delivered by the

Depositor or the Master Servicer to the Co-Trustee within the time periods

specified in this Section 2.01.

With respect to each Mortgage Loan other than a MERS Mortgage Loan

as to which the related Mortgaged Property and Mortgage File are located in

(a) the State of California or (b) any other jurisdiction under the laws of

which the recordation of the assignment specified in clause (iii) above is not

necessary to protect the Trustee's and the Certificateholders' interest in the

related Mortgage Loan, as evidenced by an Opinion of Counsel delivered by CHL

to the Trustee, and a copy to the Rating Agencies, in lieu of recording the

assignment specified in clause (iii) above, the applicable Seller may deliver

an unrecorded assignment in blank, in form otherwise suitable for recording to

the Co-Trustee; provided that if the related Mortgage has not been returned

from the applicable public recording office, such assignment, or any copy

thereof, of the Mortgage may exclude the information to be provided by the

recording office. As to any Mortgage Loan other than a MERS Mortgage Loan, the

procedures of the preceding sentence shall be applicable only so long as the

related Mortgage File is maintained in the possession of the Co-Trustee in the

State or jurisdiction described in such sentence. In the event that with

respect to Mortgage Loans other than MERS Mortgage Loans (i) any Seller, the

Depositor, the Master Servicer or the NIM Insurer gives written notice to the

Trustee that recording is required to protect the right, title and interest of

the Trustee on behalf of the Certificateholders in and to any Mortgage Loan,

(ii) a court recharacterizes any sale of the Mortgage Loans as a financing, or

(iii) as a result of any change in or amendment to the laws of the State or

jurisdiction described in the first sentence of this paragraph or any

applicable political subdivision thereof, or any change in official position

regarding application or interpretation of such laws, including a holding by a

court of competent jurisdiction, such recording is so required, the Co-Trustee

shall complete the assignment in the manner specified in clause (iii) of the

second paragraph of this Section 2.01(g) and CHL shall submit or cause to be

submitted for recording as specified above or, should CHL fail to perform such

obligations, the Trustee shall cause the Master Servicer, at the Master

Servicer's expense, to cause each such previously unrecorded assignment to be

submitted for recording as specified above. In the event a Mortgage File is

released to the Master Servicer as a result of the Master Servicer's having

completed a Request for Document Release, the Trustee shall complete the

assignment of the related Mortgage in the manner specified in clause (iii) of

the second paragraph of this Section 2.01(g).

So long as the Co-Trustee or its agent maintains an office in the

State of California, the Co-Trustee or its agent shall maintain possession of

and not remove or attempt to remove from the State of California any of the

Mortgage Files as to which the related Mortgaged Property is located in such

State. In the event that a Seller fails to record an assignment of a Mortgage

Loan as herein provided within 90 days of notice of an event set forth in

clause (i), (ii) or (iii) of the above paragraph, the Master Servicer shall

prepare and, if required hereunder, file such assignments for recordation in

the appropriate real property or other records office. Each Seller hereby

appoints the Master Servicer (and any successor servicer hereunder) as its

attorney-in-fact with full power and authority acting in its stead for the

purpose of such preparation, execution and filing.

In the case of Mortgage Loans that become the subject of a Principal

Prepayment between the Closing Date (in the case of Initial Mortgage Loans) or

related Subsequent Transfer

<PAGE>

Date (in the case of Subsequent Mortgage Loans) and the Cut-off Date, CHL

shall deposit or cause to be deposited in the Certificate Account the amount

required to be deposited therein with respect to such payment pursuant to

Section 3.05 hereof.

Notwithstanding anything to the contrary in this Agreement, within

thirty days after the Closing Date (in the case of Initial Mortgage Loans) or

within twenty days after the related Subsequent Transfer Date (in the case of

Subsequent Mortgage Loans), CHL (on behalf of each Seller) shall either (i)

deliver to the Co-Trustee the Mortgage File as required pursuant to this

Section 2.01 for each Delay Delivery Mortgage Loan or (ii) (A) repurchase the

Delay Delivery Mortgage Loan or (B) substitute the Delay Delivery Mortgage

Loan for a Replacement Mortgage Loan, which repurchase or substitution shall

be accomplished in the manner and subject to the conditions set forth in

Section 2.03 hereof, provided that if CHL fails to deliver a Mortgage File for

any Delay Delivery Mortgage Loan within the period provided in the prior

sentence, the cure period provided for in Section 2.02 hereof or in Section

2.03 hereof shall not apply to the initial delivery of the Mortgage File for

such Delay Delivery Mortgage Loan, but rather CHL shall have five (5) Business

Days to cure such failure to deliver. CHL shall promptly provide each Rating

Agency with written notice of any cure, repurchase or substitution made

pursuant to the proviso of the preceding sentence. On or before the thirtieth

(30th) day (or if such thirtieth day is not a Business Day, the succeeding

Business Day) after the Closing Date (in the case of Initial Mortgage Loans)

or within twenty days after the related Subsequent Transfer Date (in the case

of Subsequent Mortgage Loans), the Trustee shall, in accordance with the

provisions of Section 2.02 hereof, send a Delay Delivery Certification

substantially in the form annexed hereto as Exhibit G-3 (with any applicable

exceptions noted thereon) for all Delay Delivery Mortgage Loans delivered

within thirty (30) days after such date. The Trustee will promptly send a copy

of such Delay Delivery Certification to each Rating Agency.

Section 2.02 Acceptance by Trustee of the Mortgage Loans.

(a) The Co-Trustee acknowledges receipt, subject to the limitations

contained in and any exceptions noted in the Initial Certification in the form

annexed hereto as Exhibit G-1 and in the list of exceptions attached thereto,

of the documents referred to in clauses (i) and (iii) of Section 2.01(g) above

with respect to the Initial Mortgage Loans and all other assets included in

the Trust Fund 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 included in the Trust Fund, in trust for

the exclusive use and benefit of all present and future Certificateholders.

The Trustee agrees to execute and deliver on the Closing Date to the

Depositor, the Master Servicer and CHL (on behalf of each Seller) an Initial

Certification substantially in the form annexed hereto as Exhibit G-1 to the

effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan

Schedule (other than any Initial Mortgage Loan paid in full or any Initial

Mortgage Loan specifically identified in such certification as not covered by

such certification), the documents described in Section 2.01(g)(i) hereof and,

in the case of each Initial Mortgage Loan that is not a MERS Mortgage Loan,

the documents described in Section 2.01(g)(iii) hereof with respect to such

Initial Mortgage Loans as are in the Co-Trustee's possession and based on its

review and examination and only as to the foregoing documents, such documents

appear regular on their face and relate to such Initial Mortgage Loan. The

Trustee agrees to execute and

<PAGE>

deliver within 30 days after the Closing Date to the Depositor, the Master

Servicer and CHL (on behalf of each Seller) an Interim Certification

substantially in the form annexed hereto as Exhibit G-2 to the effect that, as

to each Initial Mortgage Loan listed in the Mortgage Loan Schedule (other than

any Initial Mortgage Loan paid in full or any Initial Mortgage Loan

specifically identified in such certification as not covered by such

certification) all documents required to be delivered to the Co-Trustee

pursuant to the Agreement with respect to such Initial Mortgage Loans are in

its possession (except those documents described in Section 2.01(g)(vi)

hereof) and based on its review and examination and only as to the foregoing

documents, (i) such documents appear regular on their face and relate to such

Initial Mortgage Loan, and (ii) the information set forth in items (i), (iv),

(v), (vi), (viii), (ix) and (xvii) of the definition of the "Mortgage Loan

Schedule" accurately reflects information set forth in the Mortgage File. On

or before the thirtieth (30th) day after the Closing Date (or if such

thirtieth day is not a Business Day, the succeeding Business Day), the Trustee

shall deliver to the Depositor, the Master Servicer and CHL (on behalf of each

Seller) a Delay Delivery Certification with respect to the Initial Mortgage

Loans substantially in the form annexed hereto as Exhibit G-3, with any

applicable exceptions noted thereon. The Co-Trustee or the Trustee, as

applicable, shall be under no duty or obligation to inspect, review or examine

such 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.

Not later than 180 days after the Closing Date, the Trustee shall

deliver to the Depositor, the Master Servicer and CHL (on behalf of each

Seller), and to any Certificateholder that so requests, a Final Certification

with respect to the Initial Mortgage Loans substantially in the form annexed

hereto as Exhibit H, with any applicable exceptions noted thereon.

In connection with the Trustee's completion and delivery of such

Final Certification, the Co-Trustee, at the Trustee's direction, shall review

each Mortgage File with respect to the Initial Mortgage Loans to determine

that such Mortgage File contains the following documents: