CWMBS' $719.3MM Mtge P-T Ctfs 2001-28 Assigned Rtgs By Fitch.

Business Editors

NEW YORK--(BUSINESS WIRE)--Dec. 4, 2001

CWMBS, Inc.'s (CWMBS) $701.2 million mortgage pass-through certificates Series 2001-28, CHL Mortgage Pass-Through Trust 2001-28 classes 1-A-1 through 1-A-11, 2-A-1 through 2-A-4, PO and A-R (senior certificates) are rated 'AAA' by Fitch. In addition, $11.2 million class M certificates are rated 'AA', $4.3 million class B-1 certificates are rated 'A', and $2.5 million class B-2 certificates are rated 'BBB'.

The 'AAA' rating on the senior certificates reflects the 3.15% subordination provided by the 1.55% class M, the 0.60% class B-1, the 0.35% class B-2, and the 0.65% privately offered classes B-3 through B-5 certificates. Classes M, B-1 and B-2 are rated `AA', `A', and `BBB' based on their respective subordination. Fitch believes the above credit enhancement will be adequate to support mortgagor defaults as well as bankruptcy, fraud and special hazard losses in limited amounts. In addition, the ratings also reflect the quality of the underlying mortgage collateral, strength of the legal and financial structures and the servicing capabilities of Countrywide Home Loans Servicing LP, Inc. (Countrywide Servicing), a direct wholly owned subsidiary of Countrywide Home Loans, Inc. (CHL), as master servicer.

The certificates represent ownership in a trust fund, which consists primarily of 2 separate Groups of mortgage loans. Each of the classes 1-A, A-R and PO-1 (the Group 1 senior certificates) and the classes 2-A and PO-2 (the Group 2 senior certificates) will receive interest and/or principal from it's respective mortgage loan group. If on any distribution date, the available funds from one loan group is insufficient to make distributions of interest and/or principal on that related senior certificate group, available funds from the other loan groups, after first making the interest and/or principal distribution on it's related senior certificates, will be available to cover shortfalls of interest and/or principal distributions on the loan group's senior certificates, before any distributions of interest and/or principal are made to the subordinate certificates. The classes M, B-1, B-2 and the privately offered classes B-4 and B-5 subordinate certificates will be cross-collateralized and will receive interest and principal from available funds collected in the aggregate from both mortgage Groups.

The Group 1 senior certificates are collateralized by a pool of conventional, fully amortizing, 20- to 30-year fixed-rate, mortgage loans secured by first liens on one-to four-family residential properties. As of the closing date (Nov. 30, 2001), the mortgage pool demonstrates a weighted average original loan-to-value ratio (OLTV) of 70.66%. Approximately 19.05% of the loans were originated under a reduced documentation program. Cash-out and rate/term refinance loans represent 24.78% and 48.95% of the mortgage pool, respectively. Second homes and investor properties account for 2.08% and 0.50% of the pool, respectively. The average loan balance is $437,842. The weighted average FICO score is 722. The three states that represent the largest portion of mortgage loans are California (55.25%), Colorado (4.17%), and Florida (2.90%).

The Group 2 senior certificates are collateralized by a pool of conventional, fully amortizing, 20- to 30-year fixed-rate, mortgage loans secured by first liens on one-to four-family residential properties. As of the closing date (Nov. 30, 2001), the mortgage pool demonstrates a weighted average original loan-to-value ratio (OLTV) of 69.96%. Approximately 25.59% of the loans were originated under a reduced documentation program. Cash-out and rate/term refinance loans represent 24.80% and 50.22% of the mortgage pool, respectively. Second homes and investor properties account for 1.98% and 0.27% of the pool, respectively. The average loan balance is $430,734. The weighted average FICO score is 724. The three states that represent the largest portion of mortgage loans are California (53.98%), New Jersey (3.94%), and Illinois (3.66%).

Approximately 89% and 11% of the total initial mortgage loans from both Groups were originated under CHL's Standard Underwriting Guidelines and Expanded Underwriting Guidelines, respectively. Mortgage loans underwritten pursuant to the Expanded Underwriting Guidelines may have higher loan-to-value ratios, higher loans amounts, higher debt-to-income ratios and different documentation requirements than those associated with the Standard Underwriting Guidelines. In analyzing the collateral pool, Fitch adjusted its frequency of foreclosure and loss assumptions to account for the presence of these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the loans in the trust, which issued the certificates, representing undivided beneficial ownership in the trust. For federal income tax purposes, an election will be made to treat the trust fund as multiple real estate mortgage investment conduits (REMICs).