POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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CHL MORTGAGE PASS-THROUGH TRUST 2005-J4

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 12/14/2005

POOLING AND SERVICING AGREEMENT
, Parties: chl mortgage pass-through trust 2005-j4

EXHIBIT 99.1

<PAGE>

EXECUTION COPY

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

CWMBS, INC.,

Depositor

COUNTRYWIDE HOME LOANS, INC.,

Seller

PARK GRANADA LLC,

Seller

PARK MONACO INC.,

Seller

PARK SIENNA LLC,

Seller

COUNTRYWIDE HOME LOANS SERVICING LP,

Master Servicer

and

THE BANK OF NEW YORK,

Trustee

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

POOLING AND SERVICING AGREEMENT

Dated as of October 1, 2005

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

CHL MORTGAGE PASS-THROUGH TRUST 2005-J4

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-J4

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

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<TABLE>

Table of Contents

Page

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ARTICLE I DEFINITIONS

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

SECTION 2.01. Conveyance of Mortgage Loans..........................................................II-1

SECTION 2.02. Acceptance by Trustee of the Mortgage Loans...........................................II-7

SECTION 2.03. Representations, Warranties and Covenants of the Sellers and Master Servicer........II-10

SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage Loans.............II-12

SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions......................II-13

SECTION 2.06. Execution and Delivery of Certificates...............................................II-13

SECTION 2.07. REMIC Matters........................................................................II-13

SECTION 2.08. Covenants of the Master Servicer.....................................................II-14

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 3.01. Master Servicer to Service Mortgage Loans............................................III-1

SECTION 3.02. Subservicing; Enforcement of the Obligations of Subservicers.........................III-2

SECTION 3.03. Rights of the Depositor and the Trustee in Respect of the Master Servicer............III-2

SECTION 3.04. Trustee to Act as Master Servicer....................................................III-2

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

Supplemental Loan Account; Capitalized Interest Account..............................III-3

SECTION 3.06. Collection of Taxes, Assessments and Similar Items; Escrow Accounts..................III-6

SECTION 3.07. Access to Certain Documentation and Information Regarding the Mortgage Loans.........III-7

SECTION 3.08. Permitted Withdrawals from the Certificate Account, the Distribution Account.........III-7

SECTION 3.09. Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies...........III-9

SECTION 3.10. Enforcement of Due-on-Sale Clauses; Assumption Agreements...........................III-10

SECTION 3.11. Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.....III-11

SECTION 3.12. Trustee to Cooperate; Release of Mortgage Files.....................................III-14

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

Trustee.............................................................................III-14

SECTION 3.14. Servicing Compensation..............................................................III-15

SECTION 3.15. Access to Certain Documentation.....................................................III-15

SECTION 3.16. Annual Statement as to Compliance...................................................III-15

SECTION 3.17. Annual Independent Public Accountants' Servicing Statement; Financial Statements....III-16

SECTION 3.18. Errors and Omissions Insurance; Fidelity Bonds......................................III-17

ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

SECTION 4.01. Advances..............................................................................IV-1

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SECTION 4.02. Priorities of Distribution............................................................IV-2

SECTION 4.03. [Reserved]............................................................................IV-5

SECTION 4.04. Allocation of Realized Losses.........................................................IV-5

SECTION 4.05. [Reserved]............................................................................IV-6

SECTION 4.06. Monthly Statements to Certificateholders..............................................IV-6

SECTION 4.07. Determination of Pass-Through Rates for COFI Certificates.............................IV-8

SECTION 4.08. Determination of Pass-Through Rates for LIBOR Certificates............................IV-9

ARTICLE V THE CERTIFICATES

SECTION 5.01. The Certificates.......................................................................V-1

SECTION 5.02. Certificate Register; Registration of Transfer and Exchange of Certificates............V-1

SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates......................................V-5

SECTION 5.04. Persons Deemed Owners..................................................................V-5

SECTION 5.05. Access to List of Certificateholders' Names and Addresses..............................V-6

SECTION 5.06. Maintenance of Office or Agency........................................................V-6

ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER

SECTION 6.01. Respective Liabilities of the Depositor and the Master Servicer.......................VI-1

SECTION 6.02. Merger or Consolidation of the Depositor or the Master Servicer.......................VI-1

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

Others................................................................................VI-1

SECTION 6.04. Limitation on Resignation of Master Servicer..........................................VI-2

ARTICLE VII DEFAULT

SECTION 7.01. Events of Default....................................................................VII-1

SECTION 7.02. Trustee to Act; Appointment of Successor.............................................VII-2

SECTION 7.03. Notification to Certificateholders...................................................VII-3

ARTICLE VIII CONCERNING THE TRUSTEE

SECTION 8.01. Duties of Trustee...................................................................VIII-1

SECTION 8.02. Certain Matters Affecting the Trustee...............................................VIII-2

SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans...............................VIII-3

SECTION 8.04. Trustee May Own Certificates........................................................VIII-3

SECTION 8.05. Trustee's Fees and Expenses.........................................................VIII-3

SECTION 8.06. Eligibility Requirements for Trustee................................................VIII-3

SECTION 8.07. Resignation and Removal of Trustee..................................................VIII-4

SECTION 8.08. Successor Trustee...................................................................VIII-4

SECTION 8.09. Merger or Consolidation of Trustee..................................................VIII-5

SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.......................................VIII-5

SECTION 8.11. Tax Matters.........................................................................VIII-6

ARTICLE IX TERMINATION

SECTION 9.01. Termination upon Liquidation or Purchase of all Mortgage Loans........................IX-1

SECTION 9.02. Final Distribution on the Certificates................................................IX-1

SECTION 9.03. Additional Termination Requirements...................................................IX-2

<PAGE>

ARTICLE X MISCELLANEOUS PROVISIONS

SECTION 10.01. Amendment..............................................................................X-1

SECTION 10.02. Recordation of Agreement; Counterparts.................................................X-2

SECTION 10.03. Governing Law..........................................................................X-2

SECTION 10.04. Intention of Parties...................................................................X-2

SECTION 10.05. Notices................................................................................X-3

SECTION 10.06. Severability of Provisions.............................................................X-4

SECTION 10.07. Assignment.............................................................................X-4

SECTION 10.08. Limitation on Rights of Certificateholders.............................................X-4

SECTION 10.09. Inspection and Audit Rights............................................................X-5

SECTION 10.10. Certificates Nonassessable and Fully Paid..............................................X-5

SECTION 10.11. [Reserved].............................................................................X-5

SECTION 10.12. Protection of Assets...................................................................X-5

iii

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SCHEDULES

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

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

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

Schedule II-C Representations and Warranties of Park Monaco Inc.....................................S-II-C-1

Schedule II-D Representations and Warranties of Park Sienna LLC.....................................S-II-D-1

Schedule III-A: Representations and Warranties of Countrywide as to the Mortgage Loans...............S-III-A-1

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

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

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

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

Schedule III-D Representations and Warranties of Park Monaco Inc.

as to the Park Monaco Inc. Mortgage Loans............................................S-III-D-1

Schedule III-E Representations and Warranties of Park Sienna LLC

as to the Park Sienna LLC Mortgage Loans.............................................S-III-E-1

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

Schedule V: Principal Balance Schedules (if applicable)..............................................S-V-1

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

EXHIBITS

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

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

Exhibit C-1: Form of Class A-R Certificate.........................................................C-1-1

Exhibit C-2: [Reserved]............................................................................C-2-1

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

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

Exhibit F-1: Form of Initial Certification of Trustee (Initial Mortgage Loans).....................F-1-1

Exhibit F-2: Form of Initial Certification of Trustee (Supplemental Mortgage

Loans)................................................................................F-2-1

Exhibit G-1: Form of Delay Delivery Certification of Trustee (Initial Mortgage

Loans)................................................................................G-1-1

Exhibit G-2: Form of Delay Delivery Certification of Trustee (Supplemental

Mortgage Loans).......................................................................G-2-1

Exhibit H-1: Form of Final Certification of Trustee (Initial Mortgage Loans).......................H-1-1

Exhibit H-2: Form of Final Certification of Trustee (Supplemental Mortgage

Loans)................................................................................H-2-1

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

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

Exhibit J-2: Form of Transferor Certificate (Private)..............................................J-2-1

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

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

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

Exhibit N: Form of Request for Release of Documents (Mortgage Loan - Paid

in Full, Repurchased and Replaced)......................................................N-1

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

Exhibit P: Form of Supplemental Transfer Agreement.................................................P-1

Exhibit Q: Standard & Poor's LEVELS(R) Version 5.6c Glossary Revised,

Appendix E..............................................................................Q-1

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

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

Exhibit S-2: [Reserved]............................................................................S-2-1

</TABLE>

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THIS POOLING AND SERVICING AGREEMENT, dated as of October 1, 2005,

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

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

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

liability company, as a seller (a "Seller"), PARK MONACO INC. ("Park Monaco"),

a Delaware corporation, as a seller (a "Seller"), PARK SIENNA LLC ("Park

Sienna"), a Delaware limited liability company, as a seller (a "Seller")

COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as master

servicer (the "Master Servicer"), and THE BANK OF NEW YORK, a banking

corporation organized under the laws of the State of New York, as trustee (the

"Trustee").

WITNESSETH THAT

In consideration of the mutual agreements herein contained, the

parties hereto agree as follows:

PRELIMINARY STATEMENT

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

to the Trustee in return for the Certificates. For federal income tax

purposes, the Trust Fund (other than the Supplemental Loan Account and the

Capitalized Interest Account) will consist of a real estate mortgage

investment conduits (or in the alternative, 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. The Class A-R Certificate

will represent ownership of the sole class of residual interest in the Master

REMIC. The Master REMIC will hold as assets all property of the Trust Fund

(other than the Supplemental Loan Account and the Capitalized Interest

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

created herein shall be the Latest Possible Maturity Date.

<PAGE>

The following table sets forth characteristics of the Master REMIC

Certificates, together with the minimum denominations and integral multiples

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

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

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

Certificate may be issued in a different amount):

<TABLE>

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Pass-Through

Initial Class Rate Integral Multiples

Class Designation Certificate Balance (per annum) Minimum Denomination in Excess of Minimum

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

Class A-1 $50,749,000.00 5.50% $25,000.00 $1,000.00

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

Class A-2 $3,011,000.00 5.50% $25,000.00 $1,000.00

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

Class A-3 $17,017,000.00 5.50% $1,000.00 $1,000.00

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

Class A-4 $73,577,000.00 5.50% $25,000.00 $1,000.00

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

Class A-5 $24,011,000.00 5.50% $1,000.00 $1,000.00

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

Class A-6 $5,114,000.00 5.50% $1,000.00 $1,000.00

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

Class A-7 $18,807,000.00 5.50% $25,000.00 $1,000.00

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

Class A-8 $1,330,000.00 5.50% $25,000.00 $1,000.00

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Class X (1) (2) $25,000.00(3) $1,000.00(3)

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Class PO $905,114.00 (4) $25,000.00 $1,000.00

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Class A-R(5) $100.00 5.50% (6) (6)

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Class M $3,222,500.00 5.50% $25,000.00 $1,000.00

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Class B-1 $1,611,000.00 5.50% $25,000.00 $1,000.00

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Class B-2 $705,000.00 5.50% $25,000.00 $1,000.00

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Class B-3 $503,500.00 5.50% $100,000.00 $1,000.00

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

Class B-4 $302,100.00 5.50% $100,000.00 $1,000.00

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

Class B-5 $503,492.21 5.50% $100,000.00 $1,000.00

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

</TABLE>

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

(1) The Class X Certificates will be a Notional Amount Certificate, will

have no Class Certificate Balance and will bear interest on their

Notional Amount (initially, $156,177,851.00).

(2) The Pass-Through Rate for the Class X Certificates for any Interest

Accrual Period for any Distribution Date will be equal to the excess of

(a) the weighted average of the Adjusted Net Mortgage Rates of the

Non-Discount Mortgage Loans, weighted on the basis of the Stated

Principal Balances thereof as of the Due Date in the preceding calendar

month (after giving effect to Principal Prepayments received in the

Prepayment Period related to such prior Due Date), over (b) 5.50%. The

Pass-Through Rate for the Class X Certificates during the initial

Interest Accrual Period is 0.23767% per annum.

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

(4) The Class PO Certificates will be Principal Only Certificates and will

not receive any distributions of interest.

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

interest in the REMIC.

(6) The Class A-R Certificate shall be issued as two separate certificates,

one with an initial Certificate Balance of $99.99 and the Tax Matters

Person Certificate with an initial Certificate Balance of $0.01.

<PAGE>

Set forth below are designations of Classes or Components of

Certificates and other defined terms to the categories used herein:

Accretion Directed Certificates........... None.

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

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

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

Book-Entry Certificates................... All Classes of Certificates other

than the Physical Certificates.

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

Combined Certificates..................... None.

Component Certificates.................... None.

Components..................................For purposes of calculating

distributions of principal and/or

interest, the Component

Certificates, if any, will be

comprised of multiple payment

components having the

designations, Initial Component

Balances or Notional Amounts, as

applicable, and Pass-Through Rates

set forth below:

<TABLE>

Initial

Designation Component Balance Pass-Through Rate

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

N/A N/A N/A

</TABLE>

Delay Certificates........................ All interest-bearing Classes of

Certificates other than the

Non-Delay Certificates, if any.

ERISA-Restricted Certificates............. The Residual Certificates and

Private Certificates; and any

Certificate of a Class that ceases

to satisfy the applicable rating

requirement under the

Underwriter's Exemption.

Floating Rate Certificates................ None.

Inverse Floating Rate Certificates........ None.

LIBOR Certificates........................ None.

Non-Delay Certificates.................... None.

Notional Amount Certificates.............. Class X Certificates.

Notional Amount Components................ None.

Offered Certificates...................... All Classes of Certificates other

than the Private Certificates.

<PAGE>

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

Residual Certificates.

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

Principal Only Certificates............... Class PO Certificates.

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

Certificates.

Rating Agencies........................... Fitch and Moody's.

Regular Certificates...................... All Classes of Certificates, other

than the Residual Certificates.

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

Scheduled Principal Classes............... None.

Senior Certificates....................... Class A-1, Class A-2, Class A-3,

Class A-4, Class A-5, Class A-6,

Class A-7, Class A-8, Class X,

Class PO, and Class A-R

Certificates.

Subordinated Certificates................. Class M, Class B-1, Class B-2,

Class B-3, Class B-4 and Class B-5

Certificates.

Targeted Principal Classes................ None.

Underwriter............................... Countrywide Securities Corporation.

With respect to any of the foregoing designations as to which the

corresponding reference is "None," all defined terms and provisions herein

relating solely to such designations shall be of no force or effect, and any

calculations herein incorporating references to such designations shall be

interpreted without reference to such designations and amounts. Defined terms

and provisions herein relating to statistical rating agencies not designated

above as Rating Agencies shall be of no force or effect.

If the aggregate Stated Principal Balance of the Initial Mortgage

Loans on the Closing Date is equal to or greater than the aggregate Class

Certificate Balance of the Certificates, as of such date, all references

herein to "Aggregate Supplemental Purchase Amount", "Aggregate Supplemental

Transfer Amount", "Capitalized Interest Account", "Capitalized Interest

Requirement", "Conveyance Period", "Conveyance Period Distribution Date",

"Remaining Non-PO Supplemental Loan Amount", "Remaining PO Supplemental Loan

Amount", "Supplemental Amount", "Supplemental Cut-off Date", "Supplemental

Loan Account", "Supplemental Mortgage Loan", "Supplemental Transfer Agreement"

and "Supplemental Transfer Date" shall be of no force or effect and all

provisions herein related thereto shall similarly be of no force or effect.

<PAGE>

ARTICLE I

DEFINITIONS

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

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

Accretion Directed Certificates: As specified in the

Preliminary Statement.

Accretion Direction Rule: Not applicable.

Accrual Amount: With respect to any Class of Accrual

Certificates and any Distribution Date prior to the Accrual Termination Date,

the amount allocable to interest on such Class of Accrual Certificates with

respect to such Distribution Date pursuant to Section 4.02(a)(ii).

Accrual Certificates: As specified in the Preliminary

Statement.

Accrual Components: As specified in the Preliminary

Statement.

Accrual Termination Date: Not applicable.

Adjusted Mortgage Rate: As to each Mortgage Loan, and at any

time, the per annum rate equal to the Mortgage Rate less the Master Servicing

Fee Rate.

Adjusted Net Mortgage Rate: As to each Mortgage Loan, and at

any time, the per annum rate equal to the Mortgage Rate less the sum of the

Trustee Fee Rate and the Master Servicing Fee Rate. For purposes of

determining whether any Substitute Mortgage Loan is a Discount Mortgage Loan

or a Non-Discount Mortgage Loan and for purposes of calculating the applicable

PO Percentage and the applicable Non-PO Percentage, each Substitute Mortgage

Loan shall be deemed to have an Adjusted Net Mortgage Rate equal to the

Adjusted Net Mortgage Rate of the Deleted Mortgage Loan for which it is

substituted.

Advance: The payment required to be made by the Master

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

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

principal and interest on the Mortgage Loans that were due on the related Due

Date and not received by the Master Servicer as of the close of business on

the related Determination Date, together with an amount equivalent to interest

on each Mortgage Loan as to which the related Mortgaged Property is an REO

Property (net of any net income from such REO Property), less the aggregate

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

would constitute a Nonrecoverable Advance, if advanced.

Aggregate Planned Balance: With respect to any group of

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

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

Aggregate Supplemental Purchase Amount: With respect to any

Supplemental Transfer Date, the "Aggregate Supplemental Purchase Amount"

identified in the related Supplemental Transfer Agreement, which shall be an

estimate of the aggregate Stated Principal Balances of the Supplemental

Mortgage Loans identified in such Supplemental Transfer Agreement.

I-1

<PAGE>

Aggregate Supplemental Transfer Amount: With respect to any

Supplemental Transfer Date, the aggregate Stated Principal Balance as of the

related Supplemental Cut-off Date of the Supplemental Mortgage Loans conveyed

on such Supplemental Transfer Date, as listed on the revised Mortgage Loan

Schedule delivered pursuant to Section 2.01(f); provided, however, that such

amount shall not exceed the amount on deposit in the Supplemental Loan

Account.

Aggregate Targeted Balance: With respect to any group of

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

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

Agreement: This Pooling and Servicing Agreement and all

amendments or supplements hereto.

Allocable Share: As to any Distribution Date and any

Mortgage Loan (i) with respect to the Class PO Certificates, zero, (ii) with

respect to the Class X Certificates, (a) the ratio that the excess, if any, of

the Adjusted Net Mortgage Rate with respect to such Mortgage Loan, over the

related Required Coupon bears to such Adjusted Net Mortgage Rate or (b) if the

Adjusted Net Mortgage Rate with respect to such Mortgage Loan does not exceed

the Required Coupon, zero, and (iii) with respect to each other Class of

Certificates the product of (a) the lesser of (I) the ratio that the Required

Coupon bears to the Adjusted Net Mortgage Rate of such Mortgage Loan and (II)

one, multiplied by (b) the ratio that the amount calculated with respect to

such Distribution Date for such Class, pursuant to clause (i) of the

definition of Class Optimal Interest Distribution Amount (without giving

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

the amount calculated with respect to such Distribution Date for each Class of

Certificates pursuant to clause (i) of the definition of Class Optimal

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

amount pursuant to Section 4.02(d)).

Amount Available for Senior Principal: As to any

Distribution Date, the Available Funds for such Distribution Date, reduced by

the aggregate amount distributable (or allocable to the Accrual Amount, if

applicable) on such Distribution Date in respect of interest on the Senior

Certificates pursuant to Section 4.02(a)(ii).

Amount Held for Future Distribution: As to any Distribution

Date, the aggregate amount held in the Certificate Account at the close of

business on the related Determination Date on account of (i) Principal

Prepayments received after the related Prepayment Period and Liquidation

Proceeds and Subsequent Recoveries received in the month of such Distribution

Date and (ii) all Scheduled Payments due after the related Due Date.

Applicable Credit Support Percentage: As defined in Section

4.02(e).

Appraised Value: With respect to any Mortgage Loan, the

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

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

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

of the origination of such Mortgage Loan and (b) the sale price of the

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

with respect to a Refinancing Mortgage Loan other than a Streamlined

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

the appraisal made-at the time of the origination of such Refinancing Mortgage

Loan; and (iii) with respect to a Streamlined Documentation Mortgage Loan, (a)

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

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

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

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

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

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

the loan

I-2

<PAGE>

amount of the new loan being originated is greater than $650,000, the value of

the Mortgaged Property based upon the appraisal (which may be a drive-by

appraisal) made at the time of the origination of such Streamlined

Documentation Mortgage Loan.

Available Funds: As to any Distribution Date, the sum of (a)

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

on the related Determination Date, including any Subsequent Recoveries, net of

the Amount Held for Future Distribution and net of amounts permitted to be

withdrawn from the Certificate Account pursuant to clauses (i) - (viii),

inclusive, of Section 3.08(a), and amounts permitted to be withdrawn from the

Distribution Account pursuant to clauses (i) - (iii), inclusive, of Section

3.08(b), (b) the amount of the related Advance, (c) in connection with

Defective Mortgage Loans, the aggregate of the Purchase Prices and

Substitution Adjustment Amounts deposited on the related Distribution Account

Deposit Date, (d) on each Conveyance Period Distribution Date, the amount, if

any, transferred from the Capitalized Interest Account in respect of the

applicable Capitalized Interest Requirement, and (e) on the last Conveyance

Period Distribution Date, the amount, if any, transferred from the

Supplemental Loan Account representing the Remaining Non-PO Supplemental Loan

Amount and the Remaining PO Supplemental Loan Amount.

Bankruptcy Code: The United States Bankruptcy Reform Act of

1978, as amended.

Blanket Mortgage: The mortgage or mortgages encumbering the

Cooperative Property.

Book-Entry Certificates: As specified in the Preliminary

Statement.

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

or (ii) a day on which banking institutions in the City of New York, New York,

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

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

executive order to be closed.

Capitalized Interest Account: The separate Eligible Account

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

Section 3.05(h) hereof. The Capitalized Interest Account shall be treated as

an "outside reserve fund" under applicable Treasury regulations and shall not

be part of the REMIC. Except as provided in Section 3.05(h) hereof, any

investment earnings on the amounts on deposit in the Capitalized Interest

Account shall be treated as owned by the Depositor and will be taxable to the

Depositor.

Capitalized Interest Requirement: With respect to each

Conveyance Period Distribution Date, the excess, if any, of (a) the sum of (1)

the amount calculated pursuant to clause (i) of the definition of Class

Optimal Interest Distribution Amount for each Class of Certificates for such

Distribution Date, plus (2) the Trustee Fee, over (b) with respect to each

Mortgage Loan, (1) 1/12 of the product of the related Adjusted Mortgage Rate

and the related Stated Principal Balance as of the related Due Date (prior to

giving effect to any Scheduled Payment due on such Mortgage Loan on such Due

Date) minus (2) any related reductions required by Section 4.02(d) hereof

minus (3) the related Excess Master Servicing Fee. On the Closing Date, the

amount deposited in the Capitalized Interest Account shall be $195,612.08.

Certificate: Any one of the Certificates executed by the

Trustee in substantially the forms attached hereto as exhibits.

Certificate Account: The separate Eligible Account or

Accounts created and maintained by the Master Servicer pursuant to Section

3.05 with a depository institution in the name of the Master Servicer for the

benefit of the Trustee on behalf of Certificateholders and designated

"Countrywide Home

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

Pass-Through Trust 2005-J4, Mortgage Pass-Through Certificates, Series

2005-J4."

Certificate Balance: With respect to any Certificate at any

date (other than the Notional Amount Certificates), the maximum dollar amount

of principal to which the Holder thereof is then entitled hereunder, such

amount being equal to the Denomination thereof (A) plus any increase in the

Certificate Balance of each Certificate pursuant to Section 4.02 due to the

receipt of Subsequent Recoveries, (B) minus the sum of (i) all distributions

of principal previously made with respect thereto and (ii) all Realized Losses

allocated thereto and, in the case of the Subordinated Certificates, all other

reductions in Certificate Balance previously allocated thereto pursuant to

Section 4.03 and (C) in the case of any Class of Accrual Certificates,

increased by the Accrual Amount added to the Class Certificate Balance of such

Class prior to such date. The Notional Amount Certificates have no Certificate

Balances.

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

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

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

its rights hereunder, it shall first have to provide evidence of its

beneficial ownership interest in a Certificate that is reasonably satisfactory

to the Trustee, the Depositor, and/or the Master Servicer, as applicable.

Certificate Register: The register maintained pursuant to

Section 5.02 hereof.

Certificateholder or Holder: The person in whose name a

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

the purpose of giving any consent pursuant to this Agreement, any Certificate

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

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

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

amount of Percentage Interests necessary to effect such consent has been

obtained; provided, however, that if any such Person (including the Depositor)

owns 100% of the Percentage Interests evidenced by a Class of Certificates,

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

provision hereof (other than the second sentence of Section 10.01 hereof) that

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

condition to the taking of any action hereunder. The Trustee is entitled to

rely conclusively on a certification of the Depositor or any affiliate of the

Depositor in determining which Certificates are registered in the name of an

affiliate of the Depositor.

Class: All Certificates bearing the same class designation

as set forth in the Preliminary Statement.

Class Certificate Balance: With respect to any Class and as

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

Certificates of such Class as of such date.

Class Interest Shortfall: As to any Distribution Date and

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

definition of Class Optimal Interest Distribution Amount for such Class

exceeds the amount of interest actually distributed on such Class on such

Distribution Date pursuant to such clause (i).

Class Optimal Interest Distribution Amount: With respect to

any Distribution Date and interest bearing Class or, with respect to any

interest bearing Component, the sum of (i) one month's interest accrued during

the related Interest Accrual Period at the Pass-Through Rate for such Class on

the related Class Certificate Balance, Component Balance, Notional Amount or

Component Notional Amount, as applicable, immediately prior to such

Distribution Date, subject to reduction as provided in Section 4.02(d) and

(ii) any Class Unpaid Interest Amounts for such Class or Component.

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Class PO Deferred Amount: As to any Distribution Date, the

aggregate of the applicable PO Percentage of each Realized Loss, on a Discount

Mortgage Loan to be allocated to the Class PO Certificates on such

Distribution Date on or prior to the Senior Credit Support Depletion Date or

previously allocated to the Class PO Certificates and not yet paid to the

Holders of the Class PO Certificates.

Class Subordination Percentage: With respect to any

Distribution Date and each Class of Subordinated Certificates, the quotient

(expressed as a percentage) of (a) the Class Certificate Balance of such Class

of Subordinated Certificates immediately prior to such Distribution Date

divided by (b) the aggregate of the Class Certificate Balances immediately

prior to such Distribution Date of all Classes of Certificates.

Class Unpaid Interest Amounts: As to any Distribution Date

and Class of interest bearing Certificates, the amount by which the aggregate

Class Interest Shortfalls for such Class on prior Distribution Dates exceeds

the amount distributed on such Class on prior Distribution Dates pursuant to

clause (ii) of the definition of Class Optimal Interest Distribution Amount.

Closing Date: October 28, 2005.

Code: The Internal Revenue Code of 1986, including any

successor or amendatory provisions.

COFI: The Monthly Weighted Average Cost of Funds Index for

the Eleventh District Savings Institutions published by the Federal Home Loan

Bank of San Francisco.

COFI Certificates: As specified in the Preliminary Statement.

Combined Certificates: As specified in the Preliminary

Statement.

Combined Certificates Payment Rule: Not applicable.

Compensating Interest: As to any Distribution Date an amount

equal to the product of one-twelfth of 0.125% and the aggregate Stated

Principal Balance of the Mortgage Loans as of the Due Date in the prior

calendar month.

Component: As specified in the Preliminary Statement.

Component Balance: With respect to any Component and any

Distribution Date, the Initial Component Balance thereof on the Closing Date,

(A) plus any increase in the Component Balance of such Component pursuant to

Section 4.02 due to the receipt of Subsequent Recoveries, (B) minus the sum of

all amounts applied in reduction of the principal balance of such Component

and Realized Losses allocated thereto on previous Distribution Dates.

Component Certificates: As specified in the Preliminary

Statement.

Component Notional Amount: Not applicable.

Conveyance Period: The period from the Closing Date until

the earliest of (i) the date on which the amount on deposit in the

Supplemental Loan Account is less than $150,000, or (ii) an Event of Default

occurs or (iii) November 30, 2005.

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Conveyance Period Distribution Date: Each Distribution Date

during the Conveyance Period and, if the Conveyance Period ends after the

Distribution Date in a month, the immediately succeeding Distribution Date.

Coop Shares: Shares issued by a Cooperative Corporation.

Cooperative Corporation: The entity that holds title (fee or

an acceptable leasehold estate) to the real property and improvements

constituting the Cooperative Property and which governs the Cooperative

Property, which Cooperative Corporation must qualify as a Cooperative Housing

Corporation under Section 216 of the Code.

Cooperative Loan: Any Mortgage Loan secured by Coop Shares

and a Proprietary Lease.

Cooperative Property: The real property and improvements

owned by the Cooperative Corporation, including the allocation of individual

dwelling units to the holders of the Coop Shares of the Cooperative

Corporation.

Cooperative Unit: A single family dwelling located in a

Cooperative Property.

Corporate Trust Office: The designated office of the Trustee

in the State of New York at which at any particular time its corporate trust

business with respect to this Agreement shall be administered, which office at

the date of the execution of this Agreement is located at 101 Barclay Street,

8W, New York, New York 10286 (Attn: Mortgage-Backed Securities Group, CWMBS,

Inc. Series 2005-J4, facsimile no. (212) 815-3986), and which is the address

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

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

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

the Countrywide Mortgage Loans to the Depositor.

Countrywide Mortgage Loans: The Mortgage Loans identified

as such on the Mortgage Loan Schedule for which Countrywide is the applicable

Seller.

Cross-Over Situation: Not applicable.

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

Initial Cut-off Date, and in the case of any Supplemental Mortgage Loan, the

related Supplemental Cut-off Date.

Cut-off Date Pool Principal Balance: An amount equal to the

sum of the Initial Cut-off Date Pool Principal Balance plus the amount, if

any, deposited in the Supplemental Loan Account on the Closing Date.

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

Stated Principal Balance thereof as of the close of business on the Cut-off

Date.

Debt Service Reduction: With respect to any Mortgage Loan, a

reduction by a court of competent jurisdiction in a proceeding under the

Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became

final and non-appealable, except such a reduction resulting from a Deficient

Valuation or any reduction that results in a permanent forgiveness of

principal.

Defective Mortgage Loan: Any Mortgage Loan which is required

to be repurchased pursuant to Section 2.02 or 2.03.

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Deficient Valuation: With respect to any Mortgage Loan, a

valuation by a court of competent jurisdiction of the Mortgaged Property in an

amount less than the then-outstanding indebtedness under the Mortgage Loan, or

any reduction in the amount of principal to be paid in connection with any

Scheduled Payment that results in a permanent forgiveness of principal, which

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

non-appealable in a proceeding under the Bankruptcy Code.

Definitive Certificates: Any Certificate evidenced by a

Physical Certificate and any Certificate issued in lieu of a Book-Entry

Certificate pursuant to Section 5.02(e).

Delay Certificates: As specified in the Preliminary

Statement.

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

hereof.

Delay Delivery Mortgage Loans: The Mortgage Loans for which

all or a portion of a related Mortgage File is not delivered to the Trustee on

the Closing Date or Supplemental Transfer Date, as applicable. The number of

Delay Delivery Mortgage Loans shall not exceed 50% of the aggregate number of

Initial Mortgage Loans as of the Closing Date and 90% of the Supplemental

Mortgage Loans conveyed on a Supplemental Transfer Date. To the extent that

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

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

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

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

agent and in trust for the Trustee.

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

Denomination: With respect to each Certificate, the amount

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

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

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

thereof.

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

successor in interest.

Depository: The initial Depository shall be The Depository

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

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

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

of the State of New York.

Depository Participant: A broker, dealer, bank or other

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

effects book-entry transfers and pledges of securities deposited with the

Depository.

Determination Date: As to any Distribution Date, the 22nd

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

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

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

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

which is two Business Days preceding such Distribution Date.

Discount Mortgage Loan: Any Mortgage Loan with an Adjusted

Net Mortgage Rate that is less than the Required Coupon.

Distribution Account: The separate Eligible Account created

and maintained by the Trustee pursuant to Section 3.05 in the name of the

Trustee for the benefit of the Certificateholders and

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

Mortgage Pass-Through Trust 2005-J4, Mortgage Pass-Through Certificates,

Series 2005-J4." Funds in the Distribution Account shall be held in trust for

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

Distribution Account Deposit Date: As to any Distribution

Date, 12:30 p.m. Pacific time on the Business Day immediately preceding such

Distribution Date.

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

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

Business Day, the next succeeding Business Day, commencing in November, 2005.

Due Date: With respect to any Distribution Date, the related

Due Date is the first day of the month in which that Distribution Date occurs.

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

maintained with a federal or state chartered depository institution or trust

company, the short-term unsecured debt obligations of which (or, in the case

of a depository institution or trust company that is the principal subsidiary

of a holding company, the debt obligations of such holding company) have the

highest short-term ratings of Moody's or Fitch and one of the two highest

short-term ratings of S&P, if S&P is a Rating Agency, at the time any amounts

are held on deposit therein, or (ii) an account or accounts in a depository

institution or trust company in which such accounts are insured by the FDIC

(to the limits established by the FDIC) and the uninsured deposits in which

accounts are otherwise secured such that, as evidenced by an Opinion of

Counsel delivered to the Trustee and to each Rating Agency, the

Certificateholders have a claim with respect to the funds in such account or a

perfected first priority security interest against any collateral (which shall

be limited to Permitted Investments) securing such funds that is superior to

claims of any other depositors or creditors of the depository institution or

trust company in which such account is maintained, or (iii) a trust account or

accounts maintained with (a) the trust department of a federal or state

chartered depository institution or (b) a trust company, acting in its

fiduciary capacity or (iv) any other account acceptable to each Rating Agency.

Eligible Accounts may bear interest, and may include, if otherwise qualified

under this definition, accounts maintained with the Trustee.

Eligible Repurchase Month: As defined in Section 3.11 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 requirements of

the Underwriter's Exemption.

ERISA-Restricted Certificate: As specified in the Preliminary

Statement.

Escrow Account: The Eligible Account or Accounts established

and maintained pursuant to Section 3.06(a) hereof.

Event of Default: As defined in Section 7.01 hereof.

Excess Proceeds: With respect to any Liquidated Mortgage

Loan, the amount, if any, by which the sum of any Liquidation Proceeds

received with respect to such Mortgage Loan during the calendar month in which

such Mortgage Loan became a Liquidated Mortgage Loan plus any Subsequent

Recoveries received with respect to such Mortgage Loan, net of any amounts

previously reimbursed to the Master Servicer as Nonrecoverable Advance(s) with

respect to such Mortgage Loan pursuant to Section 3.08(a)(iii), exceeds (i)

the unpaid principal balance of such Liquidated Mortgage Loan as of the

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Due Date in the month in which such Mortgage Loan became a Liquidated Mortgage

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

which interest was last paid or advanced (and not reimbursed) to

Certificateholders up to the Due Date applicable to the Distribution Date

immediately following the calendar month during which such liquidation

occurred.

Expense Rate: As to each Mortgage Loan, the sum of the

Master Servicing Fee Rate and the Trustee Fee Rate.

FDIC: The Federal Deposit Insurance Corporation, or any

successor thereto.

FHLMC: The Federal Home Loan Mortgage Corporation, a

corporate instrumentality of the United States created and existing under

Title III of the Emergency Home Finance Act of 1970, as amended, or any

successor thereto.

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

FIRREA: The Financial Institutions Reform, Recovery, and

Enforcement Act of 1989.

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

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

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

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

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

the Depositor and the Master Servicer.

FNMA: The Federal National Mortgage Association, a federally

chartered and privately owned corporation organized and existing under the

Federal National Mortgage Association Charter Act, or any successor thereto.

Index: With respect to any Interest Accrual Period for the

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

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

such Interest Accrual Period for the COFI Certificates.

Indirect Participant: A broker, dealer, bank or other

financial institution or other Person that clears through or maintains a

custodial relationship with a Depository Participant.

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

Initial Component Balance: As specified in the Preliminary

Statement.

Initial Cut-off Date: With respect to any Initial Mortgage

Loan, the later of (i) the date of origination of such Mortgage Loan and (ii)

October 1, 2005.

Initial Cut-off Date Pool Principal Balance: $161,536,039.30.

Initial Mortgage Loan: A Mortgage Loan conveyed to the Trust

Fund on the Closing Date pursuant to this Agreement as identified on the

Mortgage Loan Schedule delivered to the Trustee on the Closing 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, including any replacement policy or policies for any

Insurance Policies.

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Insurance Proceeds: Proceeds paid by an insurer pursuant to

any Insurance Policy, in each case other than any amount included in such

Insurance Proceeds in respect of Insured Expenses.

Insured Expenses: Expenses covered by an Insurance Policy or

any other insurance policy with respect to the Mortgage Loans.

Interest Accrual Period: With respect to each Class of Delay

Certificates, its corresponding Master REMIC Regular Interest and any

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

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

Master REMIC Regular Interest and any Distribution Date, the one month period

commencing on the 25th day of the month preceding the month in which such

Distribution Date occurs and ending on the 24th day of the month in which such

Distribution Date occurs.

Interest Determination Date: With respect to (a) any

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

Accrual Period for the COFI Certificates for which the applicable Index is

LIBOR, the second Business Day prior to the first day of such Interest Accrual

Period.

Latest Possible Maturity Date: The Distribution Date

following the third anniversary of the scheduled maturity date of the Mortgage

Loan having the latest scheduled maturity date as of the Cut-off Date.

Lender PMI Mortgage Loan: Certain Mortgage Loans as to which

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

and charges the related borrower an interest premium.

LIBOR: The London interbank offered rate for one-month

United States dollar deposits calculated in the manner described in Section

4.08.

LIBOR Certificates: As specified in the Preliminary

Statement.

Liquidated Mortgage Loan: With respect to any Distribution

Date, a defaulted Mortgage Loan (including any REO Property) which was

liquidated in the calendar month preceding the month of such Distribution Date

and as to which the Master Servicer has determined (in accordance with this

Agreement) that it has received all amounts it expects to receive in

connection with the liquidation of such Mortgage Loan, including the final

disposition of an REO Property.

Liquidation Proceeds: Amounts, including Insurance Proceeds,

received in connection with the partial or complete liquidation of defaulted

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

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

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

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

Servicing Advances and Advances.

Loan-to-Value Ratio: With respect to any Mortgage Loan and

as to any date of determination, the fraction (expressed as a percentage) the

numerator of which is the principal balance of the related Mortgage Loan at

such date of determination and the denominator of which is the Appraised Value

of the related Mortgaged Property.

Lost Mortgage Note: Any Mortgage Note the original of which

was permanently lost or destroyed and has not been replaced.

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Maintenance: With respect to any Cooperative Unit, the rent

paid by the Mortgagor to the Cooperative Corporation pursuant to the

Proprietary Lease.

Majority in Interest: As to any Class of Regular

Certificates, the Holders of Certificates of such Class evidencing, in the

aggregate, at least 51% of the Percentage Interests evidenced by all

Certificates of such Class.

Master REMIC: As described in the Preliminary Statement.

Master Servicer: Countrywide Home Loans Servicing LP, a

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

master servicer hereunder.

Master Servicer Advance Date: As to any Distribution Date,

12:30 p.m. Pacific time on the Business Day immediately preceding such

Distribution Date.

Master Servicing Fee: As to each Mortgage Loan and any

Distribution Date, an amount payable out of each full payment of interest

received on such Mortgage Loan and equal to one-twelfth of the Master

Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage

Loan as of the Due Date in the month preceding the month of such Distribution

Date, subject to reduction as provided in Section 3.14.

Master Servicing Fee Rate: With respect to each Initial

Mortgage Loan, the per annum rate set forth on the Mortgage Loan Schedule.

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 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.

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

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

successors and assigns.

Monthly Statement: The statement delivered to the

Certificateholders pursuant to Section 4.06.

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

thereto. If Moody's is designated as a Rating Agency in the Preliminary

Statement, for purposes of Section 10.05(b) the address for notices to Moody's

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

10007, Attention: Residential Pass-Through Monitoring, or such other address

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

Mortgage: The mortgage, deed of trust or other instrument

creating a first lien on an estate in fee simple or leasehold interest in real

property securing a Mortgage Note.

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Mortgage File: The mortgage documents listed in Section 2.01

hereof pertaining to a particular Mortgage Loan and any additional documents

delivered to the Trustee to be added to the Mortgage File pursuant to this

Agreement.

Mortgage Loan Schedule: The list of Mortgage Loans (as from

time to time amended by the Master Servicer to reflect the addition of

Substitute Mortgage Loans, the addition of any Supplemental Mortgage Loans

pursuant to the provisions of this Agreement and any Supplemental Transfer

Agreement and the deletion of Deleted Mortgage Loans pursuant to the

provisions of this Agreement) transferred to the Trustee as part of the Trust

Fund and from time to time subject to this Agreement, attached hereto as

Schedule I, setting forth the following information with respect to each

Mortgage Loan:

(i) the loan number;

(ii) the Mortgagor's name and the street address of the

Mortgaged Property, including the zip code;

(iii) the maturity date;

(iv) the original principal balance;

(v) the Cut-off Date Principal Balance;

(vi) the first payment date of the Mortgage Loan;

(vii) the Scheduled Payment in effect as of the Cut-off

Date;

(viii) the Loan-to-Value Ratio at origination;

(ix) a code indicating whether the residential dwelling at

the time of origination was represented to be

owner-occupied;

(x) a code indicating whether the residential dwelling is

either (a) a detached single family dwelling (b) a

dwelling in a de minimis PUD, (c) a condominium unit

or PUD (other than a de minimis PUD), (d) a two- to

four-unit residential property or (e) a Cooperative

Unit;

(xi) the Mortgage Rate;

(xii) a code indicating whether the Mortgage Loan is a

Countrywide Mortgage Loan, a Park Granada Mortgage

Loan, a Park Monaco Mortgage Loan or a Park Sienna

Mortgage Loan;

(xiii) a code indicating whether the Mortgage Loan is a

Lender PMI Mortgage Loan and, in the case of any

Lender PMI Mortgage Loan, a percentage representing

the amount of the related interest premium charged to

the borrower;

(xiv) the purpose for the Mortgage Loan;

(xv) the type of documentation program pursuant to which

the Mortgage Loan was originated;

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(xvi) the direct servicer as of the Cut-off Date and the

Master Servicing Fee Rate; and

(xvii) a code indicating whether the Mortgage Loan is a

MERS Mortgage Loan.

Such schedule shall also set forth the total of the amounts described

under (iv) and (v) above for all of the Mortgage Loans. Countrywide shall

update the Mortgage Loan Schedule in connection with each Supplemental

Transfer Agreement within a reasonable period of time after delivery to it of

the Schedule of Supplemental Mortgage Loans attached to the related

Supplemental Transfer Agreement as Schedule A thereto.

Mortgage Loans: Such of the mortgage loans as from time to

time are transferred and assigned to the Trustee pursuant to the provisions

hereof and any Supplemental Transfer Agreement and that are held as a part of

the Trust Fund (including any REO Property), the mortgage loans so held being

identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other

acquisition of title of the related Mortgaged Property.

Mortgage Note: The original executed note or other evidence

of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage

Loan.

Mortgage Rate: The annual rate of interest borne by a

Mortgage Note from time to time, net of any interest premium charged by the

mortgagee to obtain or maintain any Primary Insurance Policy.

Mortgaged Property: The underlying property securing a

Mortgage Loan, which, with respect to a Cooperative Loan, is the related Coop

Shares and Proprietary Lease.

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

National Cost of Funds Index: The National Monthly Median

Cost of Funds Ratio to SAIF-Insured Institutions published by the Office of

Thrift Supervision.

Net Prepayment Interest Shortfalls: As to any Distribution

Date, the amount by which the aggregate of Prepayment Interest Shortfalls

exceeds the Compensating Interest for such Distribution Date.

Non-Delay Certificates: As specified in the Preliminary

Statement.

Non-Discount Mortgage Loan: Any Mortgage Loan with an

Adjusted Net Mortgage Rate that is greater than or equal to the Required

Coupon.

Non-PO Formula Principal Amount: As to any Distribution

Date, the sum of (i) the Non-PO Percentage of (a) the principal portion of

each Scheduled Payment (without giving effect to any reductions thereof caused

by any Debt Service Reductions or Deficient Valuations) due on each Mortgage

Loan on the related Due Date, (b) the Stated Principal Balance of each

Mortgage Loan that was repurchased by a Seller or purchased by the Master

Servicer pursuant to this Agreement as of such Distribution Date, (c) the

Substitution Adjustment Amount in connection with any Deleted Mortgage Loan

received with respect to such Distribution Date, (d) any Insurance Proceeds or

Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans

that are not yet Liquidated Mortgage Loans received during the calendar month

preceding the month of such Distribution Date, (e) with respect to each

Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month

preceding the month of such Distribution Date, the amount of the Liquidation

Proceeds allocable to principal received

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during the calendar month preceding the month of such Distribution Date with

respect to such Mortgage Loan and (f) all Principal Prepayments received

during the related Prepayment Period, (ii) (A) any Subsequent Recoveries

received during the calendar month preceding the month of such Distribution

Date, or (B) with respect to Subsequent Recoveries attributable to a Discount

Mortgage Loan which incurred a Realized Loss after the Senior Credit Support

Depletion Date, the Non-PO Percentage of any such Subsequent Recoveries

received during the calendar month preceding the month of such Distribution

Date and (iii) on the last Conveyance Period Distribution Date, the Remaining

Non-PO Supplemental Loan Amount in the Supplemental Loan Account.

Non-PO Percentage: As to any Discount Mortgage Loan, a

fraction (expressed as a percentage) the numerator of which is the Adjusted

Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which

is the Required Coupon. As to any Non-Discount Mortgage Loan, 100%.

Nonrecoverable Advance: Any portion of an Advance previously

made or proposed to be made by the Master Servicer that, in the good faith

judgment of the Master Servicer, will not be ultimately recoverable by the

Master Servicer from the related Mortgagor, related Liquidation Proceeds,

Subsequent Recoveries or otherwise.

Notice of Final Distribution: The notice to be provided

pursuant to Section 9.02 to the effect that final distribution on any of the

Certificates shall be made only upon presentation and surrender thereof.

Notional Amount: With respect to any Distribution Date and

the Class X Certificates, an amount equal to the aggregate Stated Principal

Balance of the Non-Discount Mortgage Loans as of the Due Date in the preceding

calendar month (after giving effect to Principal Prepayments received in the

Prepayment Period related to that preceding Due Date).

Notional Amount Certificates: As specified in the Preliminary

Statement.

Offered Certificates: As specified in the Preliminary

Statement.

Officer's Certificate: A certificate (i) in the case of the

Depositor, signed by the Chairman of the Board, the Vice Chairman of the

Board, the President, a Managing Director, a Vice President (however

denominated), an Assistant Vice President, the Treasurer, the Secretary, or

one of the Assistant Treasurers or Assistant Secretaries of the Depositor,

(ii) in the case of the Master Servicer, signed by the President, an Executive

Vice President, a Vice President, an Assistant Vice President, the Treasurer,

or one of the Assistant Treasurers or Assistant Secretaries of Countrywide GP,

Inc., its general partner or (iii) if provided for in this Agreement, signed

by a Servicing Officer, as the case may be, and delivered to the Depositor and

the Trustee, as the case may be, as required by this Agreement.

Opinion of Counsel: A written opinion of counsel, who may be

counsel for a Seller, the Depositor or the Master Servicer, including,

in-house counsel, reasonably acceptable to the Trustee; provided, however,

that with respect to the interpretation or application of the REMIC

Provisions, such counsel must (i) in fact be independent of a Seller, the

Depositor and the Master Servicer, (ii) not have any direct financial interest

in a Seller, the Depositor or the Master Servicer or in any affiliate thereof,

and (iii) not be connected with a Seller, 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 created

hereunder in connection with the purchase of the Mortgage Loans pursuant to

Section 9.01(a) hereof.

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Original Applicable Credit Support Percentage: With respect

to each of the following Classes of Certificates, the corresponding percentage

described below, as of the Closing Date:

Class M............................. 3.40%

Class B-1........................... 1.80%

Class B-2........................... 1.00%

Class B-3........................... 0.65%

Class B-4........................... 0.40%

Class B-5........................... 0.25%

Original Mortgage Loan: The mortgage loan refinanced in

connection with the origination of a Refinancing Mortgage Loan.

Original Subordinate Principal Balance: The aggregate of the

Class Certificate Balances of the Subordinated Certificates as of the Closing

Date.

OTS: The Office of Thrift Supervision.

Outside Reference Date: As to any Interest Accrual Period

for the COFI Certificates, the close of business on the tenth day thereof.

Outstanding: With respect to the Certificates as of any date

of determination, all Certificates theretofore executed and authenticated

under this Agreement except:

(i) Certificates theretofore canceled by the Trustee or

delivered to the Trustee for cancellation; and

(ii) Certificates in exchange for which or in lieu of

which other Certificates have been executed and delivered

by the Trustee pursuant to this Agreement.

Outstanding Mortgage Loan: As of any Due Date, a Mortgage

Loan with a Stated Principal Balance greater than zero, which was not the

subject of a Principal Prepayment in Full prior to such Due Date or during the

Prepayment Period related to such Due Date and which did not become a

Liquidated Mortgage Loan prior to such Due Date.

Ownership Interest: As to any Residual Certificate, any

ownership interest in such Certificate including any interest in such

Certificate as the Holder thereof and any other interest therein, whether

direct or indirect, legal or beneficial.

Park Granada: Park Granada LLC, a Delaware limited liability

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

Park Granada Mortgage Loans to the Depositor.

Park Granada Mortgage Loans: The Mortgage Loans identified

as such on the Mortgage Loan Schedule for which Park Granada is the applicable

Seller.

Park Monaco: Park Monaco Inc., a Delaware corporation, and

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

Mortgage Loans to the Depositor.

Park Monaco Mortgage Loans: The Mortgage Loans identified

as such on the Mortgage Loan Schedule for which Park Monaco is the applicable

Seller.

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Park Sienna: Park Sienna LLC, a Delaware limited liability

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

Park Sienna Mortgage Loans to the Depositor.

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: For any interest bearing Class of

Certificates or Component, the per annum rate set forth or calculated in the

manner described in the Preliminary Statement.

Percentage Interest: As to any Certificate, the percentage

interest evidenced thereby in distributions required to be made on the related

Class, such percentage interest being set forth on the face thereof or equal

to the percentage obtained by dividing the Denomination of such Certificate by

the aggregate of the Denominations of all Certificates of the same Class.

Permitted Investments: At any time, any one or more of the

following obligations and securities:

(i) obligations of the United States or any agency

thereof, provided such obligations are backed by the

full faith and credit of the United States;

(ii) general obligations of or obligations guaranteed by

any state of the United States or the District of

Columbia receiving the highest long-term debt rating

of each Rating Agency, or such lower rating as will

not result in the downgrading or withdrawal of the

ratings then assigned to the Certificates by each

Rating Agency;

(iii) commercial or finance company paper which is then

receiving the highest commercial or finance company

paper rating of each Rating Agency, or such lower

rating as will not result in the downgrading or

withdrawal of the ratings then assigned to the

Certificates by each Rating Agency;

(iv) certificates of deposit, demand or time deposits, or

bankers' acceptances issued by any depository

institution or trust company incorporated under the

laws of the United States or of any state thereof and

subject to supervision and examination by federal

and/or state banking authorities, provided that the

commercial paper and/or long term unsecured debt

obligations of such depository institution or trust

company (or in the case of the principal depository

institution in a holding company system, the

commercial paper or long-term unsecured debt

obligations of such holding company, but only if

Moody's is not a Rating Agency) are then rated one of

the two highest long-term and the highest short-term

ratings of each Rating Agency for such securities, or

such lower ratings as will not result in the

downgrading or withdrawal of the rating then assigned

to the Certificates by either Rating Agency;

(v) repurchase obligations with respect to any security

described in clauses (i) and (ii) above, in either

case entered into with a depository institution or

trust company (acting as principal) described in

clause (iv) above;

(vi) units of a taxable money-market portfolio having the

highest rating assigned by each Rating Agency (except

if Fitch is a Rating Agency and has not rated the

portfolio, the highest rating assigned by Moody's)

and restricted to obligations

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issued or guaranteed by the United States of America

or entities whose obligations are backed by the full

faith and credit of the United States of America and

repurchase agreements collateralized by such

obligations; and

(vii) such other relatively risk free investments bearing

interest or sold at a discount acceptable to each

Rating Agency as will not result in the downgrading

or withdrawal of the rating then assigned to the

Certificates by either Rating Agency, as evidenced by

a signed writing delivered by each Rating Agency

provided, that no such instrument shall be a Permitted Investment if such

instrument evidences the right to receive interest only payments with respect

to the obligations underlying such instrument.

Permitted Transferee: Any person other than (i) the United

States, any State or political subdivision thereof, or any agency or

instrumentality of any of the foregoing, (ii) a foreign government,

International Organization or any agency or instrumentality of either of the

foregoing, (iii) an organization (except certain farmers' cooperatives

described in section 521 of the Code) which is exempt from tax imposed by

Chapter 1 of the Code (including the tax imposed by section 511 of the Code on

unrelated business taxable income) on any excess inclusions (as defined in

section 860E(c)(l) of the Code) with respect to any Residual Certificate, (iv)

rural electric and telephone cooperatives described in section 1381(a)(2)(C)

of the Code, (v) an "electing large partnership" as defined in Section 775 of

the Code, (vi) a Person that is not a citizen or resident of the United

States, a corporation, partnership, or other entity created or organized in or

under the laws of the United States, any state thereof or the District of

Columbia, or an estate or trust whose income from sources without the United

States is includible in gross income for United States federal income tax

purposes regardless of its connection with the conduct of a trade or business

within the United States or a trust if a court within the United States is

able to exercise primary supervision over the administration of the trust and

one or more United States persons have the authority to control all

substantial decisions of the trust unless such Person has furnished the

transferor and the Trustee with a duly completed Internal Revenue Service Form

W-8ECI or any applicable successor form, and (vii) any other Person so

designated by the Depositor based upon an Opinion of Counsel that the Transfer

of an Ownership Interest in a Residual Certificate to such Person may cause

any REMIC hereunder to fail to qualify as a REMIC at any time that the

Certificates are outstanding. The terms "United States," "State" and

"International Organization" shall have the meanings set forth in section 7701

of the Code or successor provisions. A corporation will not be treated as an

instrumentality of the United States or of any State or political subdivision

thereof for these purposes if all of its activities are subject to tax and,

with the exception of the Federal Home Loan Mortgage Corporation, a majority

of its board of directors is not selected by such government unit.

Person: Any individual, corporation, partnership, joint

venture, limited liability company, association, joint-stock company, trust,

unincorporated organization or government, or any agency or political

subdivision thereof.

Physical Certificate: As specified in the Preliminary

Statement.

Planned Balance: With respect to any group of Planned

Principal Classes or Components in the aggregate and any Distribution Date

appearing in Schedule V hereto, the Aggregate Planned Balance for such group

and Distribution Date. With respect to any other Planned Principal Class or

Component and any Distribution Date appearing in Schedule V hereto, the

applicable amount appearing opposite such Distribution Date for such Class or

Component.

Planned Principal Classes: As specified in the Preliminary

Statement.

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PO Formula Principal Amount: As to any Distribution Date,

the sum of (i) the sum of the applicable PO Percentage of (a) the principal

portion of each Scheduled Payment (without giving effect to any reductions

thereof caused by any Debt Service Reductions or Deficient Valuations) due on

each Mortgage Loan on the related Due Date, (b) the Stated Principal Balance

of each Mortgage Loan that was repurchased by a Seller or purchased by the

Master Servicer pursuant to this Agreement as of such Distribution Date, (c)

the Substitution Adjustment Amount in connection with any Deleted Mortgage

Loan received with respect to such Distribution Date, (d) any Insurance

Proceeds or Liquidation Proceeds allocable to recoveries of principal of

Mortgage Loans that are not yet Liquidated Mortgage Loans received during the

calendar month preceding the month of such Distribution Date, (e) with respect

to each Mortgage Loan that became a Liquidated Mortgage Loan during the

calendar month preceding the month of such Distribution Date, the amount of

Liquidation Proceeds allocable to principal received with respect to such

Mortgage Loan during the calendar month preceding the month of such

Distribution Date with respect to such Mortgage Loan and (f) all Principal

Prepayments with respect to the Mortgage Loans received during the related

Prepayment Period, (ii) with respect to Subsequent Recoveries attributable to

a Discount Mortgage Loan which incurred a Realized Loss after the Senior

Credit Support Depletion Date, the PO Percentage of any such Subsequent

Recoveries on the Mortgage Loans received during the calendar month preceding

the month of such Distribution Date and (iii) on the last Conveyance Period

Distribution Date, the Remaining PO Supplemental Loan Amount.

PO Percentage: As to any Discount Mortgage Loan, a fraction

(expressed as a percentage) the numerator of which is the excess of the

Required Coupon over the Adjusted Net Mortgage Rate of such Discount Mortgage

Loan and the denominator of which is such Required Coupon. As to any

Non-Discount Mortgage Loan, 0%.

PO Sublimit: $0.00.

Pool Characteristics: With respect to the Mortgage Loans as

of the Cut-off Date, the characteristics set forth in the sixth bullet point

under "The Mortgage Pool--Conveyance of Supplemental Mortgage Loans" set forth

on pages S-25 of the Prospectus Supplement.

Pool Stated Principal Balance: As of any date of

determination, the aggregate of the Stated Principal Balances of the

Outstanding Mortgage Loans.

Prepayment Interest Excess: As to any Principal Prepayment

received by Countrywide Home Loans Servicing LP from the first day through the

fifteenth day of any calendar month (other than the calendar month in which

the Cut-off Date occurs), all amounts paid by the related Mortgagor in respect

of interest on such Principal Prepayment. All Prepayment Interest Excess shall

be paid to the Master Servicer as additional master servicing compensation.

Prepayment Interest Shortfall: As to any Distribution Date,

Mortgage Loan and Principal Prepayment received (a) by Countrywide Home Loans

Servicing LP on or after the sixteenth day of the month preceding the month of

such Distribution Date (or, in the case of the first Distribution Date, on or

after October 1, 2005) and on or before the last day of the month preceding

the month of such Distribution Date or (b) by any other servicer during the

month preceding the month of such Distribution Date, the amount, if any, by

which one month's interest at the related Mortgage Rate, net of the Master

Servicing Fee Rate, on such Principal Prepayment exceeds the amount of

interest paid in connection with such Principal Prepayment.

Prepayment Period: As to any Distribution Date and the

related Due Date (i) with respect to any Mortgage Loan directly serviced by

Countrywide Home Loans Servicing LP, the period from the 16th day of a

calendar month (or, in the case of the first Distribution Date, from October

1, 2005) through

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the 15th day of the following calendar month and (ii) with respect to any

other Mortgage Loan, the calendar month immediately preceding the month of

that Distribution Date.

Prepayment Shift Percentage: Not applicable.

Primary Insurance Policy: Each policy of primary mortgage

guaranty insurance or any replacement policy therefor with respect to any

Mortgage Loan.

Prime Rate: The prime commercial lending rate of The Bank of

New York, as publicly announced to be in effect from time to time. The Prime

Rate shall be adjusted automatically, without notice, on the effective date of

any change in such prime commercial lending rate. The Prime Rate is not

necessarily The Bank of New York's lowest rate of interest.

Principal Prepayment: Any payment of principal by a

Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due

Date and is not accompanied by an amount representing scheduled interest due

on any date or dates in any month or months subsequent to the month of

prepayment. Partial Principal Prepayments shall be applied by the Master

Servicer in accordance with the terms of the related Mortgage Note.

Principal Prepayment in Full: Any Principal Prepayment made

by a Mortgagor of the entire principal balance of a Mortgage Loan.

Priority Amount: As to any Distribution Date, an amount

equal to the sum of (i) the product of (A) the Scheduled Principal

Distribution Amount, (B) the Shift Percentage and (C) the Priority Percentage

and (ii) the product of (A) the Unscheduled Principal Distribution Amount, (B)

the Shift Percentage and (C) the Priority Percentage.

Priority Percentage: As to any Distribution Date, the

percentage equivalent of a fraction, the numerator of which is the aggregate

Class Certificate Balance of the Class A-7 and Class A-8 Certificates

immediately prior to such Distribution Date and the denominator of which is

the aggregate Class Certificate Balance of the Certificates (other than the

Class PO Certificates) immediately prior to that Distribution Date.

Private Certificate: As specified in the Preliminary

Statement.

Pro Rata Share: As to any Distribution Date, the

Subordinated Principal Distribution Amount and any Class of Subordinated

Certificates, the portion of the Subordinated Principal Distribution Amount

allocable to such Class, equal to the product of the Subordinated Principal

Distribution Amount on such Distribution Date and a fraction, the numerator of

which is the related Class Certificate Balance thereof and the denominator of

which is the aggregate of the Class Certificate Balances of the Subordinated

Certificates.

Proprietary Lease: With respect to any Cooperative Unit, a

lease or occupancy agreement between a Cooperative Corporation and a holder of

related Coop Shares.

Prospectus: The Prospectus dated October 24, 2005 generally

relating to the mortgage pass-through certificates to be sold by the

Depositor.

Prospectus Supplement: The Prospectus Supplement dated

October 26, 2005 relating to the Offered Certificates.

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PUD: Planned Unit Development.

Purchase Price: With respect to any Mortgage Loan required

to be purchased by a Seller pursuant to Section 2.02 or 2.03 hereof or

purchased at the option of the Master Servicer pursuant to Section 3.11, an

amount equal to the sum of (i) 100% of the unpaid principal balance of the

Mortgage Loan on the date of such purchase, (ii) accrued interest thereon at

the applicable Mortgage Rate (or at the applicable Adjusted Mortgage Rate if

(x) the purchaser is the Master Servicer or (y) if the purchaser is

Countrywide and Countrywide is an affiliate of the Master Servicer) from the

date through which interest was last paid by the Mortgagor to the Due Date in

the month in which the Purchase Price is to be distributed to

Certificateholders and (iii) costs and damages incurred by the Trust Fund in

connection with a repurchase pursuant to Section 2.03 hereof that arises out

of a violation of any predatory or abusive lending law with respect to the

related Mortgage Loan.

Qualified Insurer: A mortgage guaranty insurance company

duly qualified as such under the laws of the state of its principal place of

business and each state having jurisdiction over such insurer in connection

with the insurance policy issued by such insurer, duly authorized and licensed

in such states to transact a mortgage guaranty insurance business in such

states and to write the insurance provided by the insurance policy issued by

it, approved as a FNMA-approved mortgage insurer and having a claims paying

ability rating of at least "AA" or equivalent rating by a nationally

recognized statistical rating organization. Any replacement insurer with

respect to a Mortgage Loan must have at least as high a claims paying ability

rating as the insurer it replaces had on the Closing Date.

Rating Agency: Each of the Rating Agencies specified in the

Preliminary Statement. If any such organization or a successor is no longer in

existence, "Rating Agency" shall be such nationally recognized statistical

rating organization, or other comparable Person, as is designated by the

Depositor, notice of which designation shall be given to the Trustee.

References 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 the Liquidated Mortgage Loan as of the date of

such liquidation, plus (ii) interest at the Adjusted Net Mortgage Rate from

the Due Date as to which interest was last paid or advanced (and not

reimbursed) to Certificateholders up to the Due Date in the month in which

Liquidation Proceeds are required to be distributed on the Stated Principal

Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the

Liquidation Proceeds, if any, received during the month in which such

liquidation occurred, to the extent applied as recoveries of interest at the

Adjusted Net Mortgage Rate and to principal of the Liquidated Mortgage Loan.

With respect to each Mortgage Loan which has become the subject of a Deficient

Valuation, if the principal amount due under the related Mortgage Note has

been reduced, the difference between the principal balance of the Mortgage

Loan outstanding immediately prior to such Deficient Valuation and the

principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

With respect to each Mortgage Loan which has become the subject of a Debt

Service Reduction and any Distribution Date, the amount, if any, by which the

principal portion of the related Scheduled Payment has been reduced.

To the extent the Master Servicer receives Subsequent

Recoveries with respect to any Liquidated Mortgage Loan, the amount of the

Realized Loss with respect to that Mortgage Loan will be reduced by such

Subsequent Recoveries.

Recognition Agreement: With respect to any Cooperative Loan,

an agreement between the Cooperative Corporation and the originator of such

Mortgage Loan which establishes the rights of such originator in the

Cooperative Property.

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Record Date: As to any Distribution Date, the last Business

Day of the month preceding the month of each Distribution Date.

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

Refinancing Mortgage Loan: Any Mortgage Loan originated in

connection with the refinancing of an existing mortgage loan.

Regular Certificates: As specified in the Preliminary

Statement.

Relief Act: The Servicemembers Civil Relief Act.

Relief Act Reductions: With respect to any Distribution Date

and any Mortgage Loan as to which there has been a reduction in the amount of

interest collectible thereon for the most recently ended calendar month as a

result of the application of the Relief Act or any similar state laws, the

amount, if any, by which (i) interest collectible on such Mortgage Loan for

the most recently ended calendar month is less than (ii) interest accrued

thereon for such month pursuant to the Mortgage Note.

Remaining Non-PO Supplemental Loan Amount: With respect to

the last Conveyance Period Distribution Date, the excess of the amount on

deposit in the Supplemental Loan Account on such date over the Remaining PO

Supplemental Loan Amount.

Remaining PO Supplemental Loan Amount: With respect to the

last Conveyance Period Distribution Date, the excess of the PO Sublimit, over

the product of the applicable PO Percentage of the Stated Principal Balance as

of the related Supplemental Cut-off Date of each Supplemental Mortgage Loan

added to the Trust Fund.

REMIC: A "real estate mortgage investment conduit" within

the meaning of section 860D of the Code.

REMIC Change of Law: Any proposed, temporary or final

regulation, revenue ruling, revenue procedure or other official announcement

or interpretation relating to REMICs and the REMIC Provisions issued after the

Closing Date.

REMIC Provisions: Provisions of the federal income tax law

relating to real estate mortgage investment conduits, which appear at sections

860A through 860G of Subchapter M of Chapter 1 of the Code, and related

provisions, and regulations promulgated thereunder, as the foregoing may be in

effect from time to time as well as provisions of applicable state laws.

REO Property: A Mortgaged Property acquired by the Trust

Fund through foreclosure or deed-in-lieu of foreclosure in connection with a

defaulted Mortgage Loan.

Request for Release: The Request for Release submitted by

the Master Servicer to the Trustee, substantially in the form of Exhibits M

and N, as appropriate.

Required Coupon: 5.50% per annum.

Required Insurance Policy: With respect to any Mortgage

Loan, any insurance policy that is required to be maintained from time to time

under this Agreement.

Residual Certificates: As specified in the Preliminary

Statement.

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Responsible Officer: When used with respect to the Trustee,

any Vice President, any Assistant Vice President, the Secretary, any Assistant

Secretary, any Trust Officer or any other officer of the Trustee customarily

performing functions similar to those performed by any of the above designated

officers and also to whom, with respect to a particular matter, such matter is

referred because of such officer's knowledge of and familiarity with the

particular subject.

Restricted Classes: As defined in Section 4.02(e).

S&P: Standard & Poor's, a division of The McGraw-Hill

Companies, Inc. If S&P is designated as a Rating Agency in the Preliminary

Statement, for purposes of Section 10.05(b) the address for notices to S&P

shall be Standard & Poor's, 55 Water Street, New York, New York 10041,

Attention: Mortgage Surveillance Monitoring, or such other address as S&P may

hereafter furnish to the Depositor and the Master Servicer.

Scheduled Balances: Not applicable.

Scheduled Classes: As specified in the Preliminary Statement.

Scheduled Payment: The scheduled monthly payment on a

Mortgage Loan due on any Due Date allocable to principal and/or interest on

such Mortgage Loan which, unless otherwise specified herein, shall give effect

to any related Debt Service Reduction and any Deficient Valuation that affects

the amount of the monthly payment due on such Mortgage Loan.

Scheduled Principal Distribution Amount: As to any

Distribution Date, an amount equal to the Non-PO Percentage of all amounts

described in subclauses (a) through (d) of clause (i) of the definition of

Non-PO Formula Principal Amount for such Distribution Date.

Securities Act: The Securities Act of 1933, as amended.

Seller: Countrywide, Park Granada, Park Monaco or Park

Sienna, as applicable.

Senior Certificates: As specified in the Preliminary

Statement.

Senior Credit Support Depletion Date: The date on which the

Class Certificate Balance of each Class of Subordinated Certificates has been

reduced to zero.

Senior Percentage: As to any Distribution Date, the

percentage equivalent of a fraction, not in excess of 100%, the numerator of

which is the aggregate Class Certificate Balance of the Senior Certificates

(other than the Class PO Certificates) immediately prior to such Distribution

Date and the denominator of which is the aggregate Class Certificate Balance

of all Classes of Certificates (other than the Class PO Certificates)

immediately prior to such Distribution Date.

Senior Prepayment Percentage: For any Distribution Date

during the five years beginning on the first Distribution Date, 100%. The

Senior Prepayment Percentage for any Distribution Date occurring on or after

the fifth anniversary of the first Distribution Date will, except as provided

herein, be as follows: for any Distribution Date in the first year thereafter,

the Senior Percentage plus 70% of the Subordinated Percentage for such

Distribution Date; for any Distribution Date in the second year thereafter,

the Senior Percentage plus 60% of the Subordinated Percentage for such

Distribution Date; for any Distribution Date in the third year thereafter, the

Senior Percentage plus 40% of the Subordinated Percentage for such

Distribution Date; for any Distribution Date in the fourth year thereafter,

the Senior Percentage plus 20% of the Subordinated Percentage for such

Distribution Date; and for any Distribution

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Date thereafter, the Senior Percentage for such Distribution Date (unless on

any Distribution Date the Senior Percentage exceeds the initial Senior

Percentage, in which case the Senior Prepayment Percentage for such

Distribution Date will once again equal 100%). Notwithstanding the foregoing,

no decrease in the Senior Prepayment Percentage will occur unless both of the

Senior Step Down Conditions are satisfied.

Senior Principal Distribution Amount: As to any Distribution

Date, the sum of (i) the sum, not less than zero, of the Senior Percentage of

(x) the applicable Non-PO Percentage of all amounts described in subclauses

(a) through (d) of clause (i) of the definition of "Non-PO Formula Principal

Amount" for such Distribution Date and (y) on the last Conveyance Period

Distribution Date, the Remaining Non-PO Supplemental Loan Amount, (ii) with

respect to each Mortgage Loan that became a Liquidated Mortgage Loan during

the calendar month preceding the month of such Distribution Date, the lesser

of (x) the Senior Percentage of the applicable Non-PO Percentage of the Stated

Principal Balance of such Mortgage Loan and (y) the Senior Prepayment

Percentage of the applicable Non-PO Percentage of the amount of the

Liquidation Proceeds allocable to principal received with respect to such

Mortgage Loan, and (iii) the sum of (x) the Senior Prepayment Percentage of

the applicable Non-PO Percentage of the amounts described in subclause (f) of

clause (i) of the definition of "Non-PO Formula Principal Amount" for such

Distribution Date plus (y) on the last Conveyance Period Distribution Date,

the amount, if any, of the Remaining Non-PO Supplemental Loan Amount not

applied in clause (i) hereof plus (z) the Senior Prepayment Percentage of any

Subsequent Recoveries described in clause (ii) of the definition of "Non-PO

Formula Principal Amount" for such Distribution Date.

Senior Step Down Conditions: As of the first Distribution

Date as to which any decrease in the Senior Prepayment Percentage applies, (i)

the outstanding principal balance of all Mortgage Loans delinquent 60 days or

more (including Mortgage Loans in foreclosure, REO Property and Mortgage Loans

the mortgagors of which are in bankruptcy) (averaged over the preceding six

month period), as a percentage of the aggregate Class Certificate Balance of

the Subordinated Certificates on such Distribution Date, does not equal or

exceed 50% and (ii) cumulative Realized Losses do not exceed (a) commencing

with the Distribution Date on the fifth anniversary of the first Distribution

Date, 30% of the Original Subordinate Principal Balance, (b) commencing with

the Distribution Date on the sixth anniversary of the first Distribution Date,

35% of the Original Subordinate Principal Balance, (c) commencing with the

Distribution Date on the seventh anniversary of the first Distribution Date,

40% of the Original Subordinate Principal Balance, (d) commencing with the

Distribution Date on the eighth anniversary of the first Distribution Date,

45% of the Original Subordinate Principal Balance and (e) commencing with the

Distribution Date on the ninth anniversary of the first Distribution Date, 50%

of the Original Subordinate Principal Balance..

Servicing Advances: All customary, reasonable and necessary

"out of pocket" costs and expenses incurred in the performance by the Master

Servicer of its servicing obligations, including, but not limited to, the cost

of (i) the preservation, restoration and protection of a Mortgaged Property,

(ii) any expenses reimbursable to the Master Servicer pursuant to Section 3.11

and any enforcement or judicial proceedings, including foreclosures, (iii) the

management and liquidation of any REO Property and (iv) compliance with the

obligations under Section 3.09.

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.

Shift Percentage: As to any Distribution Date occurring

during the five years beginning on the first Distribution Date, 0%. For any

Distribution Date occurring on or after the fifth anniversary of

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the first Distribution Date as follows: for any Distribution Date in the first

year thereafter, 30%; for any Distribution Date in the second year thereafter,

40%; for any Distribution Date in the third year thereafter, 60%; for any

Distribution Date in the fourth year thereafter, 80%; and for any Distribution

Date thereafter, 100%.

Startup Day: The Closing Date.

Stated Principal Balance: As to any Mortgage Loan and Due

Date, the unpaid principal balance of such Mortgage Loan as of such Due Date,

as specified in the amortization schedule at the time relating thereto (before

any adjustment to such amortization schedule by reason of any moratorium or

similar waiver or grace period) after giving effect to the sum of: (i) any

previous partial Principal Prepayments and the payment of principal due on

such Due Date, irrespective of any delinquency in payment by the related

Mortgagor, and (ii) Liquidation Proceeds allocable to principal (other than

with respect to any Liquidated Mortgage Loan) received in the prior calendar

month and Principal Prepayments received through the last day of the related

Prepayment Period, in each case, with respect to that Mortgage Loan.

Streamlined Documentation Mortgage Loan: Any Mortgage Loan

originated pursuant to Countrywide's Streamlined Loan Documentation Program

then in effect. For the purposes of this Agreement, a Mortgagor is eligible

for a mortgage pursuant to Countrywide's Streamlined Loan Documentation

Program if that Mortgagor is refinancing an existing mortgage loan that was

originated or acquired by Countrywide where, among other things, the mortgage

loan has not been more than 30 days delinquent in payment during the previous

twelve-month period.

Subordinated Certificates: As specified in the Preliminary

Statement.

Subordinated Percentage: As to any Distribution Date, 100%

minus the Senior Percentage for such Distribution Date.

Subordinated Prepayment Percentage: As to any Distribution

Date, 100% minus the Senior Prepayment Percentage for such Distribution Date.

Subordinated Principal Distribution Amount: With respect to

any Distribution Date, an amount equal to the excess of (A) the sum, not less

than zero, of (i) the Subordinated Percentage of the applicable Non-PO

Percentage of all amounts described in subclauses (a) through (d) of clause

(i) of the definition of "Non-PO Formula Principal Amount" for such

Distribution Date, (ii) with respect to each Mortgage Loan that became a

Liquidated Mortgage Loan during the calendar month preceding the month of such

Distribution Date, the applicable Non-PO Percentage of the amount of the

Liquidation Proceeds allocated to principal received with respect thereto

remaining after application thereof pursuant to clause (ii) of the definition

of Senior Principal Distribution Amount, up to the Subordinated Percentage of

the applicable Non-PO Percentage of the Stated Principal Balance of such

Mortgage Loan, (iii) the Subordinated Prepayment Percentage of the applicable

Non-PO Percentage of all amounts described in subclause (f) of clause (i) of

the definition of "Non-PO Formula Principal Amount" for such Distribution

Date, and (iv) the Subordinated Prepayment Percentage of any Subsequent

Recoveries described in clause (ii) of the definition of "Non-PO Formula

Principal Amount" for such Distribution Date, over (B) the amount of any

payments in respect of Class PO Deferred Amounts on such Distribution Date

Subsequent Recoveries: As to any Distribution Date, with

respect to a Liquidated Mortgage Loan that resulted in a Realized Loss in a

prior calendar month, unexpected amounts received by the Master Servicer (net

of any related expenses permitted to be reimbursed pursuant to Section 3.08)

specifically related to such Liquidated Mortgage Loan.

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Subservicer: Any person to whom the Master Servicer has

contracted for the servicing of all or a portion of the Mortgage Loans

pursuant to Section 3.02 hereof.

Substitute Mortgage Loan: A Mortgage Loan substituted by the

applicable Seller for a Deleted Mortgage Loan which must, on the date of such

substitution, as confirmed in a Request for Release, substantially in the form

of Exhibit M, (i) have a Stated Principal Balance, after deduction of the

principal portion of the Scheduled Payment due in the month of substitution,

not in excess of, and not more than 10% less than the Stated Principal Balance

of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower

than and not more than 1% per annum higher than, that of the Deleted Mortgage

Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted

Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not

more than one year less than that of) the Deleted Mortgage Loan; (v) not be a

Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan and

(vi) comply with each representation and warranty set forth in Section 2.03

hereof.

Substitution Adjustment Amount: The meaning ascribed to such

term pursuant to Section 2.03.

Supplemental Amount: The amount deposited in the

Supplemental Loan Account on the Closing Date, which shall equal

$39,832,767.73.

Supplemental Cut-off Date: With respect to any Supplemental

Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan

and (ii) the first day of the month in which the related Supplemental Transfer

Date occurs.

Supplemental Loan Account: The separate Eligible Account

created and maintained by the Trustee pursuant to Section 3.05 in the name of

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

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

Trust 2005-J4, Mortgage Pass-Through Certificates, Series 2005-J4." Funds in

the Supplemental Loan 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

Supplemental Loan Account shall be for the account of the Depositor.

Supplemental Mortgage Loan: Any Mortgage Loan other than an

Initial Mortgage Loan conveyed to the Trust Fund pursuant to Section 2.01

hereof and to a Supplemental Transfer Agreement, which Mortgage Loan shall be

listed on the revised Mortgage Loan Schedule delivered pursuant to this

Agreement and on Schedule A to such Supplemental Transfer Agreement. When used

with respect to a single Supplemental Transfer Date, Supplemental Mortgage

Loan shall mean a Supplemental Mortgage Loan conveyed to the Trust Fund on

that Supplemental Transfer Date.

Supplemental Transfer Agreement: A Supplemental Transfer

Agreement substantially in the form of Exhibit P hereto, executed and

delivered by the related Seller or Sellers, the Master Servicer, the Depositor

and the Trustee as provided in Section 2.01 hereof.

Supplemental Transfer Date: For any Supplemental Transfer

Agreement, the date the related Supplemental Mortgage Loans are transferred to

the Trust Fund pursuant to the related Supplemental Transfer Agreement.

Targeted Balance: With respect to any group of Targeted

Principal Classes or Components in the aggregate and any Distribution Date

appearing in Schedule V hereto, the Aggregate Targeted Balance for such group

and Distribution Date. With respect to any other Targeted Principal

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Class or Component and any Distribution Date appearing in Schedule V hereto,

the applicable amount appearing opposite such Distribution Date for such Class

or Component.

Targeted Principal Classes: As specified in the Preliminary

Statement.

Tax Matters Person: The person designated as "tax matters

person" in the manner provided under Treasury regulation ss. 1.860F-4(d) and

Treasury regulation ss. 301.6231(a)(7)1. Initially, the Tax Matters Person

shall be the Trustee.

Tax Matters Person Certificate: The Class A-R Certificate

with a Denomination of $0.01.

Transfer: Any direct or indirect transfer or sale of any

Ownership Interest in a Residual Certificate.

Trustee: The Bank of New York and its successors and, if a

successor trustee is appointed hereunder, such successor.

Trustee Advance Rate: With respect to any Advance made by

the Trustee pursuant to Section 4.01(b), a per annum rate of interest

determined as of the date of such Advance equal to the Prime Rate in effect on

such date plus 5.00%.

Trustee Fee: As to any Distribution Date, an amount equal to

one-twelfth of the Trustee Fee Rate multiplied by the sum of (i) the Pool

Stated Principal Balance and (ii) any amounts remaining in the Supplemental

Loan Account (excluding any investment earnings thereon) with respect to such

Distribution Date.

Trustee Fee Rate: With respect to each Mortgage Loan, 0.009%

per annum.

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; (ii) the Certificate

Account, the Distribution Account, the Supplemental Loan Account and the

Capitalized Interest Account, and all amounts deposited therein pursuant to

the applicable provisions of this Agreement; (iii) property that secured a

Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of

foreclosure or otherwise; and (iv) all proceeds of the conversion, voluntary

or involuntary, of any of the foregoing.

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.

Underwriter: As specified in the Preliminary Statement.

Unscheduled Principal Distribution Amount: With respect to

any Distribution Date, an amount equal to the sum of (i) with respect to each

Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month

preceding the month of such Distribution Date, the applicable Non-PO

Percentage of the Liquidation Proceeds allocable to principal received with

respect to such Mortgage Loan, (ii) the applicable Non-PO Percentage of the

amount described in subclause (f) of clause (i) of the definition of Non-PO

Formula Principal Amount for such Distribution Date and (iii) any Subsequent

Recoveries described in clause (ii) of the definition of Non-PO Formula

Principal Amount for such Distribution Date.

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Voting Rights: The portion of the voting rights of all of

the Certificates which is allocated to any Certificate. As of any date of

determination, (a) 1% of all Voting Rights shall be allocated to each Class of

Notional Amount Certificates, if any (such Voting Rights to be allocated among

the holders of Certificates of each such Class in accordance with their

respective Percentage Interests), and (b) the remaining Voting Rights (or 100%

of the Voting Rights if there is no Class of Notional Amount Certificates)

shall be allocated among Holders of the remaining Classes of Certificates in

proportion to the Certificate Balances of their respective Certificates on

such date.

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ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

SECTION 2.01. Conveyance of Mortgage Loans.

(a) Each Seller, concurrently with the execution and delivery hereof,

hereby sells, transfers, assigns, sets over and otherwise conveys to the

Depositor, without recourse, all its respective right, title and interest in

and to the related Initial Mortgage Loans, including all interest and

principal received or receivable by such Seller, on or with respect to the

applicable Initial Mortgage Loans after the Initial Cut-off Date and all

interest and principal payments on the related Initial Mortgage Loans received

prior to the Initial Cut-off Date in respect of installments of interest and

principal due thereafter, but not including payments of principal and interest

due and payable on such Initial Mortgage Loans, on or before the Initial

Cut-off Date. On or prior to the Closing Date, Countrywide shall deliver to

the Depositor or, at the Depositor's direction, to the Trustee or other

designee of the Depositor, the Mortgage File for each Mortgage Loan listed in

the Mortgage Loan Schedule (except that, in the case of the Delay Delivery

Mortgage Loans (which may include Countrywide Mortgage Loans, Park Granada

Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage Loans),

such delivery may take place within thirty (30) days following the Closing

Date or twenty (20) days following the applicable Supplemental Transfer Date,

as applicable). Such delivery of the Mortgage Files shall be made against

payment by the Depositor of the purchase price, previously agreed to by the

Sellers and Depositor, for the Mortgage Loans. With respect to any Initial

Mortgage Loan that does not have a first payment date on or before the Due

Date in the month of the first Distribution Date or any Supplemental Mortgage

Loan that does not have a first payment date on or before the Due Date in the

month after the related Supplemental Transfer Date, Countrywide shall deposit

into the Distribution Account on or before the Distribution Account Deposit

Date relating to the first applicable Distribution Date, an amount equal to

one month's interest at the related Adjusted Mortgage Rate on the Cut-off Date

Principal Balance of such Mortgage Loan.

(b) Immediately upon the conveyance of the Initial Mortgage Loans

referred to in clause (a), the Depositor sells, transfers, assigns, sets over

and otherwise conveys to the Trustee for the benefit of the

Certificateholders, without recourse, all the right, title and interest of the

Depositor in and to the Trust Fund together with the Depositor's right to

require each Seller to cure any breach of a representation or warranty made

herein by such Seller or to repurchase or substitute for any affected Mortgage

Loan in accordance herewith.

clause (b) above, the Depositor has delivered or caused to be delivered to the

Trustee (or, in the case of the Delay Delivery Mortgage Loans that are Initial

Mortgage Loans, will deliver or cause to be delivered to the Trustee within

thirty (30) days following the Closing Date and in the case of the Delay

Delivery Mortgage Loans that are Supplemental Mortgage Loans, will deliver or

cause to be delivered to the Trustee within twenty (20) days following the

applicable Supplemental Transfer Date) for the benefit of the

Certificateholders the following documents or instruments with respect to each

Mortgage Loan so assigned:

(i) (A) the original Mortgage Note endorsed by manual or facsimile

signature in blank in the following form: "Pay to the order of

____________ without recourse," with all intervening endorsements showing

a complete chain of endorsement from the originator to the Person

endorsing the Mortgage Note (each such endorsement being sufficient to

transfer all right, title and interest of the party so endorsing, as

noteholder or assignee thereof, in and to that Mortgage Note); or

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(B) with respect to any Lost Mortgage Note, a lost note

affidavit from Countrywide stating that the original Mortgage Note

was lost or destroyed, together with a copy of such Mortgage Note;

(ii) except as provided below and for each Mortgage Loan that is not

a MERS Mortgage Loan, the original recorded Mortgage or a copy of such

Mortgage certified by Countrywide as being a true and complete copy of

the Mortgage (or, in the case of a Mortgage for which the related

Mortgaged Property is located in the Commonwealth of Puerto Rico, a true

copy of the Mortgage certified as such by the applicable notary) and in

the case of each MERS Mortgage Loan, the original Mortgage, noting the

presence of the MIN of the Mortgage Loans and either language indicating

that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan

or if the Mortgage Loan was not a MOM Loan at origination, the original

Mortgage and the assignment thereof to MERS, with evidence of recording

indicated thereon, or a copy of the Mortgage certified by the public

recording office in which such Mortgage has been recorded;

(iii) in the case of each Mortgage Loan that is not a MERS Mortgage

Loan, a duly executed assignment of the Mortgage (which may be included

in a blanket assignment or assignments), together with, except as

provided below, all interim recorded assignments of such mortgage (each

such assignment, when duly and validly completed, to be in recordable

form and sufficient to effect the assignment of and transfer to the

assignee thereof, under the Mortgage to which the assignment relates);

provided that, if the related Mortgage has not been returned from the

applicable public recording office, such assignment of the Mortgage may

exclude the information to be provided by the recording office; provided,

further, that such assignment of Mortgage need not be delivered in the

case of a Mortgage for which the related Mortgaged Property is located in

the Commonwealth of Puerto Rico;

(iv) the original or copies of each assumption, modification,

written assurance or substitution agreement, if any;

(v) except as provided below, the original or duplicate original

lender's title policy or a printout of the electronic equivalent and all

riders thereto; and

(vi) in the case of a Cooperative Loan, the originals of the

following documents or instruments:

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

(B) The executed Security Agreement;

(D) The executed Recognition Agreement;

(E) The executed UCC-1 financing statement with evidence of

recording thereon which have been filed in all places required to

perfect the Seller's interest in the Coop Shares and the Proprietary

Lease; and

(F) The executed UCC-3 financing statements or other

appropriate UCC financing statements required by state law,

evidencing a complete and unbroken line from the mortgagee to the

Trustee with evidence of recording thereon (or in a form suitable

for recordation).

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In addition, in connection with the assignment of any MERS Mortgage

Loan, each Seller agrees that it will cause, at the Trustee's expense, the

MERS(R) System to indicate that the Mortgage Loans sold by such Seller to the

Depositor have been assigned by that Seller to the Trustee in accordance with

this Agreement (and any Supplemental Transfer Agreement, as applicable) for

the benefit of the Certificateholders by including (or deleting, in the case

of Mortgage Loans which are repurchased in accordance with this Agreement) in

such computer files the information required by the MERS(R) System to identify

the series of the Certificates issued in connection with such Mortgage Loans.

Each Seller further agrees that it will not, and will not permit the Master

Servicer to, and the Master Servicer agrees that it will not, alter the

information referenced in this paragraph with respect to any Mortgage Loan

sold by such Seller to the Depositor during the term of this Agreement unless

and until such Mortgage Loan is repurchased in accordance with the terms of

this Agreement.

In the event that in connection with any Mortgage Loan that is not a

MERS Mortgage Loan the Depositor cannot deliver (a) the original recorded

Mortgage, (b) all interim recorded assignments or (c) the lender's title

policy (together with all riders thereto) satisfying the requirements of

clause (ii), (iii) or (v) above, respectively, concurrently with the execution

and delivery hereof because such document or documents have not been returned

from the applicable public recording office in the case of clause (ii) or

(iii) above, or because the title policy has not been delivered to either the

Master Servicer or the Depositor by the applicable title insurer in the case

of clause (v) above, the Depositor shall promptly deliver to the Trustee, in

the case of clause (ii) or (iii) above, such original Mortgage or such interim

assignment, as the case may be, with evidence of recording indicated thereon

upon receipt thereof from the public recording office, or a copy thereof,

certified, if appropriate, by the relevant recording office, but in no event

shall any such delivery of the original Mortgage and each such interim

assignment or a copy thereof, certified, if appropriate, by the relevant

recording office, be made later than one year following the Closing Date, or,

in the case of clause (v) above, no later than 120 days following the Closing

Date; provided, however, in the event the Depositor is unable to deliver by

such date each Mortgage and each such interim assignment by reason of the fact

that any such documents have not been returned by the appropriate recording

office, or, in the case of each such interim assignment, because the related

Mortgage has not been returned by the appropriate recording office, the

Depositor shall deliver such documents to the Trustee as promptly as possible

upon receipt thereof and, in any event, within 720 days following the Closing

Date. The Depositor shall forward or cause to be forwarded to the Trustee (a)

from time to time additional original documents evidencing an assumption or

modification of a Mortgage Loan and (b) any other documents required to be

delivered by the Depositor or the Master Servicer to the Trustee. In the event

that the original Mortgage is not delivered and in connection with the payment

in full of the related Mortgage Loan and the public recording office requires

the presentation of a "lost instruments affidavit and indemnity" or any

equivalent document, because only a copy of the Mortgage can be delivered with

the instrument of satisfaction or reconveyance, the Master Servicer shall

execute and deliver or cause to be executed and delivered such a document to

the public recording office. In the case where a public recording office

retains the original recorded Mortgage or in the case where a Mortgage is lost

after recordation in a public recording office, Countrywide shall deliver to

the Trustee a copy of such Mortgage certified by such public recording office

to be a true and complete copy of the original recorded Mortgage.

As promptly as practicable subsequent to such transfer and

assignment, and in any event, within thirty (30) days thereafter, the Trustee

shall (i) as the assignee thereof, affix the following language to each

assignment of Mortgage: "CWMBS Series 2005-J4, The Bank of New York, as

trustee", (ii) cause such assignment to be in proper form for recording in the

appropriate public office for real property records and (iii) cause to be

delivered for recording in the appropriate public office for real property

records the assignments of the Mortgages to the Trustee, except that, with

respect to any assignments of Mortgage as to which the Trustee has not

received the information required to prepare such assignment in recordable

form, the Trustee's obligation to do so and to deliver the same for such

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recording shall be as soon as practicable after receipt of such information

and in any event within thirty (30) days after receipt thereof and that the

Trustee need not cause to be recorded any assignment which relates to a

Mortgage Loan (a) the Mortgaged Property and Mortgage File relating to which

are located in California or (b) in any other jurisdiction (including Puerto

Rico) under the laws of which in the opinion of counsel the recordation of

such assignment is not necessary to protect the Trustee's and the

Certificateholders' interest in the related Mortgage Loan.

In the case of Mortgage Loans that have been prepaid in full as of

the Closing Date, the Depositor, in lieu of delivering the above documents to

the Trustee, will deposit in the Certificate Account the portion of such

payment that is required to be deposited in the Certificate Account pursuant

to Section 3.05 hereof.

Notwithstanding anything to the contrary in this Agreement, within

thirty (30) days after the Closing Date with respect to the Initial Mortgage

Loans, Countrywide (on its own behalf and on behalf of Park Granada, Park

Monaco and Park Sienna) shall either (i) deliver to the Depositor, or at the

Depositor's direction, to the Trustee or other designee of the Depositor the

Mortgage File as required pursuant to this Section 2.01 for each Delay

Delivery Mortgage Loan or (ii) either (A) substitute a Substitute Mortgage

Loan for the Delay Delivery Mortgage Loan or (B) repurchase the Delay Delivery

Mortgage Loan, which substitution or repurchase shall be accomplished in the

manner and subject to the conditions set forth in Section 2.03 (treating each

Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such

Section 2.03); provided, however, that if Countrywide fails to deliver a

Mortgage File for any Delay Delivery Mortgage Loan within the thirty (30) day

period provided in the prior sentence, Countrywide (on its own behalf and on

behalf of Park Granada, Park Monaco and Park Sienna) shall use its best

reasonable efforts to effect a substitution, rather than a repurchase of, such

Deleted Mortgage Loan and provided further that the cure period provided for

in Section 2.02 or in Section 2.03 shall not apply to the initial delivery of

the Mortgage File for such Delay Delivery Mortgage Loan, but rather

Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and

Park Sienna) shall have five (5) Business Days to cure such failure to

deliver. At the end of such thirty (30) day period the Trustee shall send a

Delay Delivery Certification for the Delay Delivery Mortgage Loans delivered

during such thirty (30) day period in accordance with the provisions of

Section 2.02.

Notwithstanding anything to the contrary in this Agreement, within

twenty (20) days after a Supplemental Transfer Date with respect to all of the

Supplemental Mortgage Loans sold to the Depositor on such Supplemental

Transfer Date, Countrywide (on its own behalf and on behalf of Park Granada,

Park Monaco and Park Sienna) shall either (i) deliver to the Depositor, or at

the Depositor's direction, to the Trustee or other designee of the Depositor

the Mortgage File as required pursuant to this Section 2.01 for each Delay

Delivery Mortgage Loan or (ii) (A) substitute a Substitute Mortgage Loan for

the Delay Delivery Mortgage Loan or (B) repurchase the Delay Delivery Mortgage

Loan, which substitution or repurchase shall be accomplished in the manner and

subject to the conditions set forth in Section 2.03 (treating each Delay

Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of such Section

2.03); provided, however, that if Countrywide fails to deliver a Mortgage File

for any Delay Delivery Mortgage Loan within the twenty (20) day period

provided in the prior sentence, Countrywide (on its own behalf and on behalf

of Park Granada, Park Monaco and Park Sienna) shall use its best reasonable

efforts to effect a substitution, rather than a repurchase of, such Deleted

Mortgage Loan and provided further that the cure period provided for in

Section 2.02 or in Section 2.03 shall not apply to the initial delivery of the

Mortgage File for such Delay Delivery Mortgage Loan, but rather Countrywide

(on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)

shall have five (5) Business Days to cure such failure to deliver. At the end

of such twenty (20) day period the Trustee shall send a Delay Delivery

Certification for the Delay Delivery Mortgage Loans delivered during such

twenty (20) day period in accordance with the provisions of Section 2.02.

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(d) Subject to the execution and delivery of the related Supplemental

Transfer Agreement as provided in Section 2.01(e) 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 Supplemental

Transfer Date, with respect to each Supplemental Mortgage Loan sold by such

Seller to the Depositor, all the right, title and interest of that Seller in

and to the Supplemental Mortgage Loans sold by it identified in such

Supplemental Transfer Agreement, including all interest and principal received

and receivable by such Seller on or with respect to the related Supplemental

Mortgage Loans on and after the related Supplemental 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 related Seller, other than

principal and interest due on such Supplemental Mortgage Loans prior to the

related Supplemental Cut-off Date.

Immediately upon the conveyance of the Supplemental 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 all of

the Supplemental Mortgage Loans.

Each Seller has entered into this Agreement in consideration for the

purchase of the Mortgage Loans sold by such Seller to 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 Trust Fund pursuant to

Sections 2.01(a) or (b).

(e) Upon five (5) Business Days written notice to the Trustee, the

Depositor, the Master Servicer (if the Master Servicer is not a Seller) and

the Rating Agencies, on any other Business Day during the Conveyance Period

designated by Countrywide, Park Granada, Park Monaco and Park Sienna, if

applicable, the Depositor and the Trustee shall complete, execute and deliver

a Supplemental Transfer Agreement so long as no Rating Agency has provided

notice that the execution and delivery of such Supplemental Transfer Agreement

will result in a reduction or withdrawal of the any ratings assigned to the

Certificates. After the execution and delivery of such Supplemental Transfer

Agreement, on the Supplemental Transfer Date, the Trustee shall set aside in

the Supplemental Loan Account an amount equal to the Aggregate Supplemental

Purchase Amount.

The transfer of Supplemental Mortgage Loans and the other property

and rights relating to them on a Supplemental Transfer Date is subject to the

satisfaction of each of the following conditions:

(i) each Supplemental Mortgage Loan conveyed on such Supplemental

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 Supplemental Mortgage

Loan, the obligation under Section 2.03(c) of this Agreement of

Countrywide, Park Granada, Park Monaco and Park Sienna, if applicable, to

cure, repurchase or replace such Supplemental Mortgage Loan shall

constitute the sole remedy against such Seller respecting such breach

available to Certificateholders, the Depositor or the Trustee;

(ii) the Trustee, the Underwriter and the Rating Agencies are

provided with an Opinion of Counsel or Opinions of Counsel with respect

to the tax treatment of the Trust Fund, to be delivered as provided

pursuant to Section 2.01(f);

(iii) the Rating Agencies and the Underwriter are provided with an

Opinion of Counsel or Opinions of Counsel with respect to the validity of

the conveyance of the

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Supplemental Mortgage Loans conveyed on such Supplemental Transfer Date,

to be delivered as provided pursuant to Section 2.01(f);

(iv) the execution and delivery of such Supplemental Transfer

Agreement or conveyance of the related Supplemental Mortgage Loans does

not result in a reduction or withdrawal of any ratings assigned to the

Certificates by the Rating Agencies;

(v) the Supplemental Mortgage Loans conveyed on such Supplemental

Transfer Date were selected in a manner reasonably believed not to be

adverse to the interests of the Certificateholders;

(vi) no Supplemental Mortgage Loan conveyed on such Supplemental

Transfer date was 30 or more days delinquent;

(vii) the aggregate of the PO Percentages of the Stated Principal

Balance of all Supplemental Mortgage Loans shall not exceed the PO

Sublimit;

(viii) following the conveyance of the Supplemental Mortgage Loans

on such Supplemental Transfer Date to the Trust Fund, the characteristics

of the Mortgage Loans will comply with the Pool Characteristics

(including the permitted variances listed therein); provided, that for

the purpose of making these calculations, the characteristics for any

Initial Mortgage Loan made will be taken as of the Initial Cut-off Date

and the characteristics for any Supplemental Mortgage Loan will be taken

as of the related Supplemental Cut-off Date;

(ix) none of the Sellers or the Depositor shall be insolvent or

shall be rendered insolvent as a result of such transfer; and

(x) the Depositor shall have delivered to the Trustee an Officer's

Certificate confirming the satisfaction of each of these conditions

precedent.

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 seven Business Days after each Supplemental Transfer Date,

upon (1) delivery to the Trustee by the Depositor or Countrywide of the

Opinions of Counsel referred to in Sections 2.01(e)(ii) and (iii), (2)

delivery to the Trustee by Countrywide of a revised Mortgage Loan Schedule

reflecting the Supplemental Mortgage Loans conveyed on such Supplemental

Transfer Date and (3) 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 to each Seller the

portion of the Aggregate Supplemental Transfer Amount used to purchase

Supplemental Mortgage Loans from such Seller from those funds that were set

aside in the Supplemental Loan Account pursuant to Section 2.01(e). The

positive difference, if any, between the Aggregate Supplemental Transfer

Amount and the Aggregate Supplemental Purchase Amount shall be reinvested by

the Trustee in the Supplemental Loan 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.

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Within thirty days after the final Supplemental 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 Supplemental

Mortgage Loans conveyed on such Supplemental Transfer Date conform to the

characteristics in Section 2.01(e)(vi), (vii) and (viii).

(g) Neither the Depositor nor the Trust will acquire or hold any

Mortgage Loan that would violate the representations made by Countrywide set

forth in clause (48) of Schedule III-A hereto.

SECTION 2.02. Acceptance by Trustee of the Mortgage Loans.

(a) The Trustee acknowledges receipt of the documents identified in

the Initial Certification in the form annexed hereto as Exhibit F-1 and

declares that it holds and will hold such documents and the other documents

delivered to it constituting the Mortgage Files, and that it holds or will

hold such other assets as are included in the Trust Fund, in trust for the

exclusive use and benefit of all present and future Certificateholders. The

Trustee acknowledges that it will maintain possession of the Mortgage Notes in

the State of California, unless otherwise permitted by the Rating Agencies.

The Trustee agrees to execute and deliver on the Closing Date to the

Depositor, the Master Servicer and Countrywide (on its own behalf and on

behalf of Park Granada, Park Monaco and Park Sienna) an Initial Certification

in the form annexed hereto as Exhibit F-1. Based on its review and

examination, and only as to the documents identified in such Initial

Certification, the Trustee acknowledges that such documents appear regular on

their face and relate to such Initial Mortgage Loan. The Trustee shall be

under no duty or obligation to inspect, review or examine said documents,

instruments, certificates or other papers to determine that the same are

genuine, enforceable or appropriate for the represented purpose or that they

have actually been recorded in the real estate records or that they are other

than what they purport to be on their face.

On or about the thirtieth (30th) day after the Closing Date, the

Trustee shall deliver to the Depositor, the Master Servicer and Countrywide

(on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)

a Delay Delivery Certification with respect to the Initial Mortgage Loans in

the form annexed hereto as Exhibit G-1, with any applicable exceptions noted

thereon.

Not later than 90 days after the Closing Date, the Trustee shall

deliver to the Depositor, the Master Servicer and Countrywide (on its own

behalf and on behalf of Park Granada, Park Monaco and Park Sienna) a Final

Certification with respect to the Initial Mortgage Loans in the form annexed

hereto as Exhibit H-1, with any applicable exceptions noted thereon. If, in

the course of such review, the Trustee finds any document constituting a part

of a Mortgage File which does not meet the requirements of Section 2.01, the

Trustee shall list such as an exception in the Final Certification; provided,

however that the Trustee shall not make any determination as to whether (i)

any endorsement is sufficient to transfer all right, title and interest of the

party so endorsing, as noteholder or assignee thereof, in and to that Mortgage

Note or (ii) any assignment is in recordable form or is sufficient to effect

the assignment of and transfer to the assignee thereof under the mortgage to

which the assignment relates. Countrywide (on its own behalf and on behalf of

Park Granada, Park Monaco and Park Sienna) shall promptly correct or cure such

defect within 90 days from the date it was so notified of such defect and, if

Countrywide does not correct or cure such defect within such period,

Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and

Park Sienna) shall either (a) substitute for the related Mortgage Loan a

Substitute Mortgage Loan, which substitution shall be accomplished in the

manner and subject to the conditions set forth in Section 2.03, or (b)

purchase such Mortgage Loan from the Trustee within 90 days from the date

Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and

Park Sienna) was notified of such defect in writing at the Purchase Price of

such Mortgage Loan; provided, however, that in no event shall such

substitution or purchase occur more than 540 days from the Closing

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Date, except that if the substitution or purchase of a Mortgage Loan pursuant

to this provision is required by reason of a delay in delivery of any

documents by the appropriate recording office, and there is a dispute between

either the Master Servicer or Countrywide (on its own behalf and on behalf of

Park Granada, Park Monaco and Park Sienna) and the Trustee over the location

or status of the recorded document, then such substitution or purchase shall

occur within 720 days from the Closing Date. The Trustee shall deliver written

notice to each Rating Agency within 270 days from the Closing Date indicating

each Mortgage Loan (a) which has not been returned by the appropriate

recording office or (b) as to which there is a dispute as to location or

status of such Mortgage Loan. Such notice shall be delivered every 90 days

thereafter until the related Mortgage Loan is returned to the Trustee. Any

such substitution pursuant to (a) above or purchase pursuant to (b) above

shall not be effected prior to the delivery to the Trustee of the Opinion of

Counsel required by Section 2.05 hereof, if any, and any substitution pursuant

to (a) above shall not be effected prior to the additional delivery to the

Trustee of a Request for Release substantially in the form of Exhibit N. No

substitution is permitted to be made in any calendar month after the

Determination Date for such month. The Purchase Price for any such Mortgage

Loan shall be deposited by Countrywide (on its own behalf and on behalf of

Park Granada, Park Monaco and Park Sienna) in the Certificate Account on or

prior to the Distribution Account Deposit Date for the Distribution Date in

the month following the month of repurchase and, upon receipt of such deposit

and certification with respect thereto in the form of Exhibit N hereto, the

Trustee shall release the related Mortgage File to Countrywide (on its own

behalf and on behalf of Park Granada, Park Monaco and Park Sienna) and shall

execute and deliver at Countrywide's (on its own behalf and on behalf of Park

Granada, Park Monaco and Park Sienna) request such instruments of transfer or

assignment prepared by Countrywide, in each case without recourse, as shall be

necessary to vest in Countrywide (on its own behalf and on behalf of Park

Granada, Park Monaco and Park Sienna), or its designee, the Trustee's interest

in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing

provisions Countrywide (on its own behalf and on behalf of Park Granada, Park

Monaco and Park Sienna) repurchases an Mortgage Loan that is a MERS Mortgage

Loan, the Master Servicer shall either (i) cause MERS to execute and deliver

an assignment of the Mortgage in recordable form to transfer the Mortgage from

MERS to Countrywide (on its own behalf and on behalf of Park Granada, Park

Monaco and Park Sienna) or its designee and shall cause such Mortgage to be

removed from registration on the MERS(R) System in accordance with MERS' rules

and regulations or (ii) cause MERS to designate on the MERS(R) System

Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and

Park Sienna) or its designee as the beneficial holder of such Mortgage Loan.

(b) Upon delivery of the Supplemental Mortgage Loans pursuant to a

Supplemental Transfer Agreement, the Trustee shall acknowledge receipt of the

documents identified in any Supplemental Certification in the form annexed

hereto as Exhibit F-2 and declare that it will hold such documents and the

other documents delivered to it constituting the Mortgage Files, and that it

will hold such other assets as are included in the Trust Fund, in trust for

the exclusive use and benefit of all present and future Certificateholders.

The Trustee acknowledges that it will maintain possession of the Mortgage

Notes in the State of California, unless otherwise permitted by the Rating

Agencies.

The Trustee agrees to execute and deliver on the Supplemental

Transfer Date to the Depositor, the Master Servicer and Countrywide (on its

own behalf and on behalf of Park Granada, Park Monaco and Park Sienna) a

Supplemental Certification in the form annexed hereto as Exhibit F-2. Based on

its review and examination, and only as to the documents identified in such

Supplemental Certification, the Trustee shall acknowledge that such documents

appear regular on their face and relate to such Supplemental Mortgage Loan.

The Trustee shall be under no duty or obligation to inspect, review or examine

said documents, instruments, certificates or other papers to determine that

the same are genuine, enforceable or appropriate for the represented purpose

or that they have actually been recorded in the real estate records or that

they are other than what they purport to be on their face.

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On or about the twentieth (20th) day after the Supplemental Transfer

Date, the Trustee shall deliver to the Depositor, the Master Servicer and

Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and

Park Sienna) a Delay Delivery Certification with respect to the Supplemental

Mortgage Loans in the form annexed hereto as Exhibit G-2, with any applicable

exceptions noted thereon.

Not later than 90 days after the final Supplemental Transfer Date,

the Trustee shall deliver to the Depositor, the Master Servicer and

Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco and

Park Sienna) a Final Certification with respect to the Supplemental Mortgage

Loans in the form annexed hereto as Exhibit H-2, with any applicable

exceptions noted thereon.

to the Supplemental Mortgage Loans, the Trustee finds any document

constituting a part of a Mortgage File which does not meet the requirements of

Section 2.01, the Trustee shall list such as an exception in the Final

Certification; provided, however that the Trustee shall not make any

determination as to whether (i) any endorsement is sufficient to transfer all

right, title and interest of the party so endorsing, as noteholder or assignee

thereof, in and to that Mortgage Note or (ii) any assignment is in recordable

form or is sufficient to effect the assignment of and transfer to the assignee

thereof under the mortgage to which the assignment relates. Countrywide (on

its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)

shall promptly correct or cure such defect within 90 days from the date it was

so notified of such defect and, if Countrywide does not correct or cure such

defect within such period, Countrywide (on its own behalf and on behalf of

Park Granada, Park Monaco and Park Sienna) shall either (a) substitute for the

related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be

accomplished in the manner and subject to the conditions set forth in Section

2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days from

the date Countrywide (on its own behalf and on behalf of Park Granada, Park

Monaco and Park Sienna) was notified of such defect in writing at the Purchase

Price of such Mortgage Loan; provided, however, that in no event shall such

substitution or purchase occur more than 540 days from the Closing Date,

except that if the substitution or purchase of a Mortgage Loan pursuant to

this provision is required by reason of a delay in delivery of any documents

by the appropriate recording office, and there is a dispute between either the

Master Servicer or Countrywide (on its own behalf and on behalf of Park

Granada, Park Monaco and Park Sienna) and the Trustee over the location or

status of the recorded document, then such substitution or purchase shall