1996 AMENDED AND EXTENDED

LOAN PURCHASE AND ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT (the "Agreement") is made as of June 1, 1996, by and between CWM Mortgage Holdings, Inc. (formerly known as Countrywide Mortgage Investments, Inc.), a Delaware corporation (the "Company"), and Countrywide Home Loans, Inc. (formerly known as Countrywide Funding Corporation), a New York corporation ("CHL").

WITNESSETH:

WHEREAS, the Company has elected to qualify for the tax benefits accorded by Sections 856 to 860 of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the Company, directly or through Subsidiaries, in the conduct of its business primarily operates a mortgage loan conduit, engages in warehouse lending and construction lending, and invests in mortgage loans, manufactured housing loans and mortgage-related securities meeting the investment criteria established from time to time by the Board of Directors; and

WHEREAS, the Company may desire to purchase mortgage loans originated or purchased by CHL and may request CHL to cause the issuance of Agency Securities supported by pools of such mortgage loans on its behalf; and

WHEREAS, the Company may desire to appoint CHL to service mortgage loans originated by others and purchased by the Company through its mortgage loan conduit operations; and

WHEREAS, the Company and CHL desire to amend and extend the Loan Purchase and Administrative Services Agreement originally entered into as of September 3,1985, as amended and extended thereafter on an annual basis, for a one-year period through May 31, 1997, upon the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:

Section 1. Definitions.

Whenever used in this Agreement, the following terms, unless the context otherwise requires, shall have the following meanings:

(a) "Affiliate" shall have the meaning attributed to such term in the Management Agreement.

(b) "Agency Securities" shall mean GNMA Certificates, FHLMC Certificates and/or FNMA Certificates.

(c) "Agreement" shall mean this 1996 Amended and Extended Loan Purchase and Administrative Services Agreement.

(d) "Board of Directors" shall mean the Board of Directors of the Company.

(e) "Conforming Loan" shall mean an FHA Loan, a VA Loan or a conventional mortgage loan eligible for sale to FNMA or FHLMC.

(f) "FHA Loan" shall mean any mortgage loan insured by the Federal Housing Administration under the National Housing Act.

(g) "FHLMC" shall mean the Federal Home Loan Mortgage Corporation, a corporation organized and existing under the laws of the United States, or any successor thereto.

(h) "FHLMC Certificate" shall mean a mortgage participation certificate, guaranteed as to payment of interest and principal by FHLMC and backed by a pool of conventional mortgage loans.

(i) "FNMA" shall mean the Federal National Mortgage Association, a corporation organized and existing under the laws of the United States, or any successor thereto.

(j) "FNMA Certificate" shall mean a guaranteed mortgage pass-through certificate, guaranteed as to timely payment of interest and principal by FNMA and backed by a pool of FHA Loans, VA Loans, and/or conventional mortgage loans.

(k) "GNMA" shall mean the Government National Mortgage Association, aw holly owned corporate instrumentality of the United States within the Department of Housing and Urban Development, or any successor thereto.

(l) "GNMA Certificate" shall mean a fully modified pass-through mortgage-backed certificate guaranteed as to timely payment of interest and principal by GNMA and backed by a pool of FHA Loans or VA Loans.

(m) "Jumbo Loan" shall mean any mortgage loan which is not a Conforming Loan.

(n) "Management Agreement" shall mean that certain agreement dated as of June 1, 1996 between the Company and the Manager governing the management of the Company's investments and day-to-day operations.

(o) "Manager" shall mean Countrywide Asset Management Corporation, or any successor thereto, under a Management Agreement with the Company.

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