Exhibit 31
CERTIFICATION
Re: CDC Mortgage Capital Trust 2004-HE2 Mortgage Pass-Through Certificates,
Series 2004-HE2, issued pursuant to the Pooling and Servicing Agreement, dated
as of May 1, 2004 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx
ABS Capital I Inc., as depositor (the "Depositor", CDC Mortgage Capital Inc.,
as unaffiliated seller, Deutsche Bank National Trust Company, as trustee (the
"Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the
"Servicer").
I, Xxxxx Xxxxxxxx, certify that:
1. I have reviewed this annual report on Form 10-K ("Annual Report"), and
all reports on Form 8-K containing distribution or servicing reports
(collectively with this Annual Report, the "Reports") filed in respect of
periods included in the year covered by this Annual Report of the Depositor
relating to the above-referenced trust and series of certificates;
2. Based on my knowledge, the information in the Reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this Annual Report;
3. Based on my knowledge, the distribution or servicing information
required to be provided to the Trustee by the Servicer under the Pooling and
Servicing Agreement for inclusion in the Reports is included in these Reports;
4. Based on my knowledge and upon the annual compliance statement included
in this Annual Report and required to be delivered to the Trustee in accordance
with the terms of the Pooling and Servicing Agreement, and except as disclosed
in the Reports, the Servicer has fulfilled its obligations under the Pooling
and Servicing Agreement; and
5. The Reports disclose all significant deficiencies relating to the
Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a review
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
or similar procedure, as set forth in the Pooling and Servicing Agreement, that
is included in the Reports.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: the Trustee and the
Servicer.
Date: March 24, 2005
/s/: Xxxxx Xxxxxxxx
Signature: Xxxxx Xxxxxxxx
Title: President
