1994 AMENDED AND EXTENDED 
LOAN PURCHASE AND ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT is made as of May 15, 1994, by and between Countrywide Mortgage Investments, Inc., a Delaware corporation (the "Company"), and Countrywide Funding Corporation, a New York corporation ("CFC").

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 invests in mortgage 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 CFC and may want CFC 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 CFC to service mortgage loans originated by others and purchased by the Company through its mortgage loan conduit operations; and

WHEREAS, the Company and CFC desire to amend and extend the Loan Purchase and Administrative Services Agreement originally entered into as of September 3, 1985, for a one-year period through May 14, 1995, 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: