Friends of Angelo Investigation Goes Dark

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COMBO Title and Securitization Search, Report, Documents, Analysis & Commentary CLICK HERE TO GET COMBO TITLE AND SECURITIZATION REPORT

EDITOR’S NOTE: In a scheme this blatantly disregarding law and common sense and a scheme that was so large as to constitute the largest economic crime in human history, it is unlikely that the “friends of Angela are limited to what we know now. My guess is that the list grew longer and longer and touched more and more people that were given “gifts” of preferential mortgage treatment, including reductions of principal. 

That the scheme went suddenly dark is usually a sign that some of these unknown people used their power and influence to kill the investigation or, unlikely, that indictments are near.

SEE FULL ARTICLE ON HOUSINGWIRE.COM

VIP MORTGAGE PROGRAM INVESTIGATION GOES DARK

by Jon Prior

An investigation by Rep. Darrell Issa, R-Calif., into the Countrywide VIP loan program that allegedly gave connected policymakers in Washington sweetened mortgages has become increasingly hushed in recent weeks.

The “Friends of Angelo” investigation has been waged over three years now. Previous subpoenaed information from members of Congress went to ethics committees in both chambers. But Sens. Kent Conrad, D-N.D., and former Sen. Christopher Dodd, D-Conn., were cleared by the committees of knowingly taking any such loans from Countrywide. Rep. Edolphus Towns, D-N.Y., denied any wrongdoing as well.

“We’re beyond ethics here,” Issa said during House oversight committee hearing September 2009 chaired by Cummings. “We are at a point where the American people at least should know who they gave money to or benefit to, how they did it, and so on.”

Frustrated with a lack of action from the committee — chaired by Towns at the time — Issa requested the panel hold hearings on the allegations rather than deferring to the ethics committee.

In February, as committee chair, Issa issued a subpoena for documents, emails and other information from Bank of America (BAC: 7.07 +1.58%), which bought Countrywide in 2008, regarding past dealings with members of Congress.

But in December, Issa went to the ethics committee with his findings and did not publicly disclose the names of the four lawmakers he found to be allegedly linked to the VIP program. Two Republicans from California, Reps. Howard McKeon and Elton Gallegly, acknowledged being two of the four Issa mentioned to the ethics committee.

No hearings have been scheduled over the findings, and Democrats claim the discovery of Republican links to the program prompted less public proceedings. But a spokesman for the committee said recent revelations have not altered the course of the investigation at all. With a Republican majority in the House, Issa as the committee’s chair can issue subpoenas and conduct interviews on his own accord, the spokesman said, changing the dynamic from when Issa needed to publicly call on members to move the investigation forward.

A spokesperson for McKeon said in a statement that McKeon was “shocked and angry to hear this” and denied ever meeting or speaking to former Countrywide CEO Angelo Mozilo.

In a letter to Issa Tuesday, Rep. Elijah Cummings, D-Md., reversed his earlier stances on the matter and called for more public disclosures from the investigation, even revealing some details from the subpoena. Documents gathered from the investigation show communications between Countrywide executives Stephen Brandt and Maritza Cruz as they prepared McKeon’s documents. Both Cruz’s and McKeon’s signatures are on the documents, according to Cummings.

Cummings also revealed an internal email at Countrywide from Brandt that alleges Mozilo’s role in approving McKeon’s loan.

“Per Angelo — ‘take off 1 point, no garbage fees, approve the loan and make it a no doc,'” Brandt wrote to staff, according to Cummings’ letter.

In the letter, the Maryland representative also said evidence from the subpoenas show Mike Farrell, a former lobbyist for the Mortgage Bankers Association, directed McKeon to the Countrywide VIP program.

A spokesperson for McKeon issued the following statement in response to Cummings’ letter: “Mr. McKeon is committed to transparency on this — he believes that the actions of Countrywide should be looked into and wants to get to the bottom of what Countrywide did to his loan

Write to Jon Prior.

Follow him on Twitter @JonAPrior.

MARY COCHRANE STRIKES AGAIN: INDYMAC AND COUNTRYWIDE

10K 12/31/93 Indymac Bancorp Inc.
Filed 3/29/94 SEC File 1-08972 Accession Number 898430-94-223

IndyMac Bancorp Inc. (Registrant)
551 SEC Filings 3/18/94 to 8/7/08

Closely Related (4):
•Indymac Capital Trust I – SEC# 1157668 6/10/04
•Indymac Capital Trust II – SEC# 115670 6/30/06
•Indymac Capital Trust III – SEC# 1157671 – 6/30/06
•Indymac Capital Trust IV – SEC# 1157669 6/30/06
Formerly Assigned On
Indymac Mortgage Holdings Inc 6/2/98
Inmc Mortgage Holdings Inc 8/13/97
CWM Mortgage Holdings Inc /25/94
Countrywide Mortgage Investments Inc/DE 7/3/92
Symbols
IDMC, IDMP, IDMCQ, IDMPQ, IMB, NDE

SIC Code – Souce: SEC EDGAR

6035 Savings Institutions, Federally Chartered
SEC 8/7/08
6798 Real Estate Investment Trusts
SEC 2/12/01

Office Address
888 East Walnut Street
Pasadena, California 91101-7211U.S.A.

SELLER

10K 12/31/93 Indymac Bancorp Inc. Filed 3/29/94 SEC File 1-08972 Accession Number 898430-94-223
Mortgage Loans Acquired:
The Company’s highest concentration of jumbo mortgage loans relates to properties in California because of the generally higher property values and mortgage loan balances prevalent there. Mortgage loans secured by California properties have accounted for approximately 69% of the mortgage loans purchased in 1993.

The Company generally purchases jumbo mortgage loans with original principal balances of up to $1 million. The Company’s loan purchase activities focus on those regions of the country where
higher volumes of jumbo mortgage loans are originated, including California,
Connecticut, Florida, Hawaii, Illinois, Maryland, Michigan, New Jersey, New
York, Ohio, Texas, Virginia, Washington and Washington, D.C.

Mortgage loans acquired by the Company are secured by first liens on single
(one-to-four) family residential properties with either fixed or adjustable
interest rates. Fixed-rate mortgage loans accounted for over 90% of the
mortgage loans purchased by the Company in 1993 primarily because of the desire of borrowers to lock in the low rates of interest prevailing in 1993. The Company anticipates that its adjustable-rate mortgage loan purchase volume as a percent of total loans purchased will grow as interest rates rise.

The Company also purchases adjustable rate mortgage (“ARM”) loans which provide the borrower with the option to convert to a fixed rate of interest in the future. Although the Company sells or securitizes these ARM loans in connectionwith its mortgage conduit operations, it generally is obligated to repurchase the fixed-rate loans resulting from any such conversion. The Company generally has the right to require repurchase of any such converted mortgage loan by the servicer or seller of such loans.

Seller Eligibility Requirements:

The mortgage loans acquired pursuant to the Company’s mortgage conduit
operations are originated by various sellers, including savings and loan associations, banks, mortgage bankers and other mortgage lenders.

Sellers are required to meet certain regulatory, financial, insurance and performance
requirements established by the Company before they are eligible to participate
in the Company’s mortgage loan purchase program and must submit to periodic
reviews by the Company to ensure continued compliance with these requirements.

The Company’s current criteria for seller participation generally include a
tangible net worth of at least $1 million, a servicing portfolio of at least $25
million and loan production aggregating at least $50 million during the last
three years.

In addition, sellers are required to have comprehensive loan origination quality control procedures. In connection with their qualification, each seller enters into an agreement that provides for recourse by the Company against the seller in the event of any material breach of a representation or warranty made by the seller with respect to mortgage loans sold to the Company
or any fraud or misrepresentation during the mortgage loan origination process.

Servicing Retention
Sellers of mortgage loans to the Company are generally expected to retain the rights to service the mortgage loans purchased by the Company.

Servicing includes:
• collecting and remitting loan payments,
• making required advances,
• accounting for principal and interest,
• holding escrow or impound funds for payment of taxes and insurance,
• if applicable, making required inspections of the mortgaged property,
• contacting delinquent borrowers and
• supervising foreclosures and property dispositions in the event of unremedied defaults in accordance with the Company’s guidelines.
• The servicer receives fees generally ranging from 1/4% to 1/2% per annum on the declining principal balances of the loans serviced.
• Under certain circumstances, sellers have the right to require the Company to purchase such servicing rights at a previously determined price.
• If a seller/servicer breaches certain of its representations and warranties made to the Company, the Company may terminate the servicing rights of such seller/servicer and assign such servicing rights to another servicer.

Sale of Loans

The Company, similar to other mortgage conduits, customarily sells all loans that it purchases.

When a sufficient volume of mortgage loans with similar characteristics has been accumulated, generally $100 million to $500 million, the loans are securitized through the issuance of mortgage-backed securities in the form of real estate mortgage investment conduits (“REMICs”) or collateralized mortgage obligations (“CMOs”) or resold in bulk whole loan sales.

The length of time between the Company’s commitment to purchase a mortgage loan and when it sells or securitizes such mortgage loan generally ranges from ten to 90 days depending on certain factors, including the length of the purchase commitment period and the securitization process.

The Company’s decision to form REMICs or CMOs or to sell the loans in bulk is
influenced by a variety of factors. REMIC transactions are generally accounted
for as sales of the mortgage loans and can eliminate or minimize any long-term
residual investment in the loans. REMIC securities consist of one or more
classes of “regular interests” and a single class of “residual interest.” The
regular interests are tailored to the needs of investors and may be issued in
multiple classes with varying maturities, average lives and interest rates.
These regular interests are predominately senior securities but, in conjunction
with providing credit enhancement, may be subordinated to the rights of other
regular interests. The residual interest represents the remainder of the cash
flows from the mortgage loans (including, in some instances, reinvestment
income) over the amounts required to be distributed to the regular interests.
In some cases, the regular interests may be structured so that there is no
significant residual cash flow, thereby allowing the Company to sell its entire
interest in the mortgage loans. As a result, in some cases the capital
originally invested in the mortgage loans by the Company may be redeployed in
the mortgage conduit operations. The Company generally retains any residual
interests for investment. Management believes that because of the current low
level of interest rates, investments in residual interest or “excess master
servicing fees” are prudent, and if interest rates rise, the income from
investments will mitigate declines in income that may occur in the Company’s
purchase operations.

As an alternative to REMIC sales, the Company may issue CMOs to finance mortgage
loans to maturity. For accounting and tax purposes, the mortgage loans financed
through the issuance of CMOs are treated as assets of the Company and the CMOs
are treated as debt of the Company. The Company earns the net interest spread
between the interest income on the mortgage loans and the interest and other
expenses associated with the CMO financing. The net interest spread is directly
impacted by the levels of prepayment of the underlying mortgage loans. The
Company is required to retain a residual interest in its issued CMOs.

Substantially all of the Company’s loans and mortgaged-backed securities (“MBS”)
are sold at prices that are determined based on the cash market for MBS. As
such, the Company’s interest-rate risk is directly correlated to the risk that
the price of MBS changes between the date on which a loan is purchased by the
Company and the date on which the mortgage loan is settled with the ultimate
investor. In addition, the Company is exposed to the risk that the value of the
loans that it has committed to purchase, but has not yet closed, will decline
between the commitment date and the date of the settlement with the investor.

In order to offset the risk that a change in interest rates will result in a
decrease in the value of the Company’s current mortgage loan inventory, or its
commitments to purchase mortgage loans (“Committed Pipeline”) the Company enters
into hedging transactions. The Company’s hedging policies generally require that
all of its inventory of loans and the expected portion of its Committed Pipeline
that may close be hedged with forward contracts for the delivery of MBS or whole
loans. The Company hedges its inventory and Committed Pipeline of mortgage loans
by using whole-loan sale commitments to ultimate buyers, by using temporary
“cross hedges” with sales of government sponsored MBS since such loans are
ultimately sold based on a market spread to MBS or by selling forward private
label MBS. As such, the Company is not exposed to significant risk nor will it
derive any benefit from changes in interest rates on the price of the inventory
net of gains or losses of associated hedge positions. The correlation between
the price performance of the hedge instruments and the inventory being hedged is
generally high due to the similarity of the asset and the related hedge
instrument. The Company is exposed to interest-rate risk to the extent that the
portion of loans from the Committed Pipeline that actually closes at the committed price is less than the portion expected to
close in the event of a decline in rates and such decline in closings is not
covered by options to purchase MBS needed to replace the loans in process that
do not close at their committed price. The Company determines the portion of
its Committed Pipeline that it will hedge based on numerous factors, including
the composition of the Company’s Committed Pipeline, the portion of such
Committed Pipeline likely to close, the timing of such closings and anticipated
changes in interest rates.

“FHLMC Security” shall refer to a Mortgage Participation Certificate issued and guaranteed by FHLMC and backed by a pool of Agency Mortgage Loans.

“FHA” shall refer to the Federal Housing Administration.

“FHLMC” shall refer to the Federal Home Loan Mortgage Corporation.

“FHLMC Guide” shall refer to the Freddie Mac Seller’s and Servicers’ Guide,

“FNMA” shall refer to the Federal National Mortgage Association.

“FNMA Guide” shall refer to the Fannie Mae Selling and Servicing Guide, as such Guide may hereafter from time to time be amended.

“GNMA” shall refer to the Government National Mortgage Association.

“GNMA Guide” shall refer to the GNMA Mortgage-Backed Securities Guide, as such Guide may hereafter from time to time be amended.

“GNMA Security” shall refer to a fully-modified pass-through mortgage-backed certificate guaranteed by GNMA and backed by a pool of Agency Mortgage Loans.

“MLGSI” shall refer to Merrill Lynch Government Securities Inc.

“MLMCI” shall refer to Merrill Lynch Mortgage Capital Inc.

“GEMICO” shall refer to General Electric Mortgage Insurance Corporation, a North Carolina stock insurance company.

“Securities” shall, in addition to the definition set forth in the Master Repurchase Agreement, refer to Mortgage Loans.

“Security Release Form” shall refer to (i) Freddie Mac Form 996 (Warehouse
Lender Release of Security Interest) in the case of a FHLMC Security, (ii)
Fannie Mae Form 2004 (Secu-rity Release Certification) in the case of a
FNMA Security and (iii) Form HUD 11711A (Release of Security Interest) in
the case of a GNMA Security.

“Mortgage Loans” shall refer to the residential mortgage loans secured by first liens delivered to the Custodian pursuant to the Custody Agreement
and shall include both Agency and Non-Agency Mortgage Loans.

“Non-Agency Mortgage Loans” shall refer to Mortgage Loans that are not intended to back an Agency Security or to be sold to an Agency under its
cash purchase program; Mortgage Loans may, however, conform to Agency securitization requirements and may, at a later date, become Agency Mortgage Loans.

“PMI” shall refer to PMI Mortgage Insurance Co.

“Qualified Insurer” shall refer to GEMICO, PMI or UGI.

“PMI” shall refer to PMI Mortgage Insurance Co.

“GEMICO” shall refer to General Electric Mortgage Insurance Corporation, a
North Carolina stock insurance company.

“Qualified Originator” shall refer to a correspondent of CMI that originates Mortgage Loans and subsequently assigns its rights thereto to
CMI pursuant to a warehouse lending agreement between CMI and such Qualified Originator.

“Seller’s Margin Amount” shall have the meaning set forth in the Master
Repurchase Agreement except that the percentage referred to therein for
each Transaction shall be specified in the related Confirmation/Funding
Request.

“Servicer” shall, with respect to any Mortgage Loan, refer to the related
Qualified Originator.

“Mortgage Loan Income” shall mean income payable with respect to a Mortgage Loan including all amounts payable on account of such Mortgage Loan whether principal, interest, partial prepayments, prepayments in full, penalties,
advance payments or expenses and whether payable by or from the mortgagor or the Servicer for such Mortgage Loan.

“Instruction Letters” refer to the irrevocable instructions to Servicers
substantially in the form of Exhibit A hereto

“Takeout Commitment” shall refer to a trade confirmation from the Takeout
Investor to a Qualified Originator, which trade confirmation has been
assigned by the Qualified Originator to CMI, confirming the details of a
forward trade between the Takeout Investor and such Qualified Originator
with respect to one or more Agency Securities, which trade confirmation
shall be valid, binding and in full force and effect and relate to pools of
Agency Mortgage Loans that satisfy the “good delivery standard” of the
Public Securities Association as set forth in the Public Securities Association Uniform Practices Guide.

“Trade Commitment” shall refer to a trade confirmation or similar document
from the Trade Investor to a Qualified Originator, which trade confirmation
has been assigned by the Qualified Originator to CMI, confirming the
details of a mandatory forward trade or similar arrangement reasonably
acceptable to MLMCI between the Trade Investor and such Qualified
Originator with respect to one or more Non-Agency Mortgage Loans, which
trade confirmation or similar document shall be valid, binding and in full
force and effect and relate to pools of Non-Agency Mortgage Loans that
satisfy the delivery standards of the related Trade Investor.

“Takeout Investor” shall refer to a securities dealer or other financial
institution, reasonably acceptable to MLMCI, who has made a Takeout
Commitment. A list of Takeout Investors that are acceptable to MLMCI as of
the date hereof is set forth at Exhibit F hereto, which list may be
modified from time to time by MLMCI in its reasonable discretion.

“Trade Investor” shall refer to a securities dealer or other financial
institution (other than an Agency), reasonably acceptable to MLMCI, who has
made a Trade Commitment. A list of Trade Investors that are acceptable to
MLMCI as of the date hereof is set forth at Exhibit F hereto, which list
may be modified from time to time by MLMCI in its reasonable discretion.

“Third Person” shall have the meaning set forth in the Custody Agreement.

“Transaction” shall, in addition to the definition set forth in the Master
Repurchase Agreement, refer to substitutions pursuant to Paragraph 9 of the
Master Repurchase Agreement.

“UGI” shall refer to United Guaranty Insurance Company.

“VA” shall refer to the Department of Veterans Affairs.

“Warehouse Lending Agreement” shall refer to a lending agreement between
CMI and a Qualified Originator substantially in the form of Exhibit E
hereto.

COUNTRYWIDE MORTGAGE INVESTMENTS, INC.
Jurisdiction DE, 95-3983415 IRS ID#
Exchange where registered:
New York Stock Exchange
Commission File# 1-8972

RSSDID 1616408 Countrywide Mortgage Investments, Inc. (was established as a Domestic Entity Other 5/5/1986)

Countrywide Mortgage Investments, Inc.
(“CMI” or the “Company”) was incorporated
in the State of Maryland on July 16, 1985 and reincorporated in the State of
Delaware on March 6, 1987.

References to “CMI” mean either the parent company alone or the parent company

Jeffrey F. Butler joined CCI in 1985 and became the Chief Information Officer in 1989 and Managing Director–Chief Information Officer in May 1991.

4.1* Indenture (the “Indenture”), dated as of December 1, 1985, between Countrywide Mortgage Obligations, Inc. (“CMO, Inc.”) and Bankers Trust Company, as Trustee (“BTC”) (incorporated by reference to Exhibit 4.1 to

CMO, Inc.’s Form 8-K filed with the SEC on January 24, 1986

Definition:
CMOs are debt instruments secured by fixed pools of mortgage instruments in which investors hold multiple classes of interest.

A company’s residual interest of a CMO issued by Company or a qualifed real estate investment trust (REIT) trust subsidairy after 12/31/1991, pursuant to regulations yet to be published, may be “excess inclusion” income.

Some excess inclusion income generally is subject to federal income tax in all events.
See “Excess Inclusion”

The Company has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended
(the “Code”).

Countrywide Mortgage Investments, Inc. (“CMI” or the “Company”) was incorporated
in the State of Maryland on July 16, 1985 and reincorporated in the State of
Delaware on March 6, 1987.

The Company has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended
(the “Code”). As a result of this election, the Company will not, with certain
limited exceptions, be taxed at the corporate level on the net income
distributed to the Company’s stockholders.

Historically, the Company has been a long-term investor in single-family, first-
lien, residential mortgage loans and in mortgage securities representing
interests in such loans (the “CMO portfolio”). Under its new operating plan
commenced in 1993, the Company conducts mortgage conduit activities through a
newly formed subsidiary, Countrywide Mortgage Conduit, Inc. (“CMC”), which is
not a qualified REIT subsidiary and which is subject to applicable federal and
state income taxes. See “Certain Federal Income Tax Considerations.” As part
of its new operating plan, the Company also conducts warehouse lending
operations which provide short-term revolving financing to certain mortgage
bankers.

MORTGAGE CONDUIT OPERATIONS

On October 22, 1992, the Company’s Board of Directors approved a new operating
plan, implementation of which was begun in the first quarter of 1993.

Under the new plan, the Company established CMC, which principally operates as a jumbo and
nonconforming mortgage loan conduit. As a jumbo mortgage loan conduit, CMC is
an intermediary between the originators of mortgage loans which have outstanding
principal balances in excess of the guidelines of the government and government
sponsored enterprises that guarantee mortgage-backed securities (“jumbo
mortgage loans”) and permanent investors in mortgage-backed securities secured
by or representing an ownership interest in such mortgage loans. Sellers
generally retain the rights to service the mortgage loans purchased by the
Company. The Company’s principal sources of income from its mortgage conduit
operations are gains recognized on the sale of mortgage loans, the net spread
between interest earned on mortgage loans owned by the Company and the interest
costs associated with the borrowings used to finance such loans pending their
securitization and the net interest earned on its long-term investment
portfolio.

Production
———-

The Company’s mortgage conduit operations are designed to attract both large and
small sellers of jumbo mortgage loans by offering a variety of pricing and loan
underwriting methods designed to be responsive to such sellers’ needs. The
Company focuses on sellers that originate loans in regions of the United States
with generally higher property values and mortgage balances.

The Company has established three loan underwriting methods designed to be
responsive to the needs of jumbo mortgage loan sellers.

The Company’s first
method is designed to serve sellers who generally obtain mortgage pool insurance
commitments in connection with the origination of their loans.

The Company does
not perform a full underwriting review of such mortgage loans but instead relies
on the credit review and analysis of the mortgage pool insurer and its own
follow-up quality control procedures.

The second method established by the
Company offers a delegated underwriting program for those loan sellers who meet
higher financial and performance criteria than those applicable to sellers
generally.

Under the delegated underwriting program, loans are underwritten in
accordance with the Company’s guidelines by the seller and purchased on the
basis of the seller’s financial strength, historical loan quality and other
qualifications.

A sample of such loans is subsequently reviewed by the Company
in accordance with its expanded quality control guidelines.

Finally, sellers
may submit to the Company loans for which there is no pool insurance commitment
to be underwritten in accordance with the Company’s guidelines.

Under all three
methods, loans are purchased by the Company only after completion of a legal
documentation and eligibility criteria review.

See “Underwriting and Quality
Control.”

Underwriting and Quality Control
——————————–

Purchase Guidelines. The Company has developed comprehensive purchase
guidelines for its acquisition of mortgage loans. Subject to certain
exceptions, each loan purchased must conform to the Company’s loan eligibility
requirements specified in its Seller/Servicer Guide with respect to, among other
things, loan amount, type of property, loan-to-value ratio, type and amount of
insurance, credit history of the borrower, income ratios, sources of funds,
appraisal and loan documentation. The Company also performs a legal
documentation review prior to the purchase of any loan. For loans with mortgage
pool insurance commitments, the Company does not perform a full underwriting
review prior to purchase but instead relies on the credit review and analysis
performed by the mortgage pool insurer and its own post-purchase quality control
review. In contrast, for mortgage loans that have not been underwritten for
mortgage pool insurance and are not part of the delegated underwriting program,
the Company performs a full credit review and analysis to ensure compliance with
its loan eligibility requirements. This review specifically includes, among
other things, an analysis of the underlying property and associated appraisal
and an examination of the credit, employment and income history of the borrower.
For loans purchased pursuant to the delegated underwriting program, the Company
relies on the credit review performed by the seller and its own follow-up
quality control procedures.

Mortgage Loans Acquired
———————–

Substantially all of the mortgage loans purchased through the Company’s mortgage
conduit operations are nonconforming mortgage loans. Nonconforming mortgage
loans are loans which do not qualify for purchase by the Federal Home Loan
Mortgage Corporation (“FHLMC”) or the Federal National Mortgage Association
(“FNMA”) or for inclusion in a loan guarantee program sponsored by the
Government National Mortgage Association (“GNMA”). Nonconforming mortgage loans
generally consist of jumbo mortgage loans or loans which are not originated in
accordance with other agency criteria. Currently, the maximum principal balance
for a conforming loan is $203,150. The Company generally purchases jumbo
mortgage loans with original principal balances of up to $1 million. The
Company’s loan purchase activities focus on those regions of the country where
higher volumes of jumbo mortgage loans are originated, including California,
Connecticut, Florida, Hawaii, Illinois, Maryland, Michigan, New Jersey, New
York, Ohio, Texas, Virginia, Washington and Washington, D.C. The Company’s
highest concentration of jumbo mortgage loans relates to properties in
California because of the generally higher property values and mortgage loan
balances prevalent there. Mortgage loans secured by California properties have
accounted for approximately 69% of the mortgage loans purchased in 1993.

Mortgage loans acquired by the Company are secured by first liens on single
(one-to-four) family residential properties with either fixed or adjustable
interest rates. Fixed-rate mortgage loans accounted for over 90% of the
mortgage loans purchased by the Company in 1993 primarily because of the desire
of borrowers to lock in the low rates of interest prevailing in 1993. The
Company anticipates that its adjustable-rate mortgage loan purchase volume as a
percent of total loans purchased will grow as interest rates rise.

The Company also purchases adjustable rate mortgage (“ARM”) loans which provide
the borrower with the option to convert to a fixed rate of interest in the
future. Although the Company sells or securitizes these ARM loans in connection
with its mortgage conduit operations, it generally is obligated to repurchase
the fixed-rate loans resulting from any such conversion. The Company generally
has the right to require repurchase of any such converted mortgage loan by the
servicer or seller of such loans.

Seller Eligibility Requirements
———————————

The mortgage loans acquired pursuant to the Company’s mortgage conduit
operations are originated by various sellers, including savings and loan
associations, banks, mortgage bankers and other mortgage lenders. Sellers are
required to meet certain regulatory, financial, insurance and performance
requirements established by the Company before they are eligible to participate
in the Company’s mortgage loan purchase program and must submit to periodic
reviews by the Company to ensure continued compliance with these requirements.
The Company’s current criteria for seller participation generally include a
tangible net worth of at least $1 million, a servicing portfolio of at least $25
million and loan production aggregating at least $50 million during the last
three years. In addition, sellers are required to have comprehensive loan
origination quality control procedures. In connection with their qualification,
each seller enters into an agreement that provides for recourse by the Company
against the seller in the event of any material breach of a representation or
warranty made by the seller with respect to mortgage loans sold to the Company
or any fraud or misrepresentation during the mortgage loan origination process.

Servicing Retention
———————

Sellers of mortgage loans to the Company are generally expected to retain the
rights to service the mortgage loans purchased by the Company. Servicing
includes collecting and remitting loan payments, making required advances,
accounting for principal and interest, holding escrow or impound funds for
payment of taxes and insurance, if applicable, making required inspections of
the mortgaged property, contacting delinquent borrowers and supervising
foreclosures and property dispositions in the event of unremedied defaults in
accordance with the Company’s guidelines. The servicer receives fees generally
ranging from 1/4% to 1/2% per annum on the declining principal balances of the
loans serviced. Under certain circumstances, sellers have the right to require
the Company to purchase such servicing rights at a previously determined price.
If a seller/servicer breaches certain of its representations and warranties made
to the Company, the Company may terminate the servicing rights of such
seller/servicer and assign such servicing rights to another servicer.

Sale of Loans
————-

The Company, similar to other mortgage conduits, customarily sells all loans
that it purchases. When a sufficient volume of mortgage loans with similar
characteristics has been accumulated, generally $100 million to $500 million,
the loans are securitized through the issuance of mortgage-backed securities in
the form of real estate mortgage investment conduits (“REMICs”) or
collateralized mortgage obligations (“CMOs”) or resold in bulk whole loan sales.
The length of time between the Company’s commitment to purchase a mortgage loan
and when it sells or securitizes such mortgage loan generally ranges from ten to
90 days depending on certain factors, including the length of the purchase
commitment period and the securitization process.

The Company’s decision to form REMICs or CMOs or to sell the loans in bulk is
influenced by a variety of factors. REMIC transactions are generally accounted
for as sales of the mortgage loans and can eliminate or minimize any long-term
residual investment in the loans. REMIC securities consist of one or more
classes of “regular interests” and a single class of “residual interest.” The
regular interests are tailored to the needs of investors and may be issued in
multiple classes with varying maturities, average lives and interest rates.
These regular interests are predominately senior securities but, in conjunction
with providing credit enhancement, may be subordinated to the rights of other
regular interests. The residual interest represents the remainder of the cash
flows from the mortgage loans (including, in some instances, reinvestment
income) over the amounts required to be distributed to the regular interests.
In some cases, the regular interests may be structured so that there is no
significant residual cash flow, thereby allowing the Company to sell its entire
interest in the mortgage loans. As a result, in some cases the capital
originally invested in the mortgage loans by the Company may be redeployed in
the mortgage conduit operations. The Company generally retains any residual
interests for investment. Management believes that because of the current low
level of interest rates, investments in residual interest or “excess master
servicing fees” are prudent, and if interest rates rise, the income from
investments will mitigate declines in income that may occur in the Company’s
purchase operations.

As an alternative to REMIC sales, the Company may issue CMOs to finance mortgage
loans to maturity. For accounting and tax purposes, the mortgage loans financed
through the issuance of CMOs are treated as assets of the Company and the CMOs
are treated as debt of the Company. The Company earns the net interest spread
between the interest income on the mortgage loans and the interest and other
expenses associated with the CMO financing. The net interest spread is directly
impacted by the levels of prepayment of the underlying mortgage loans. The
Company is required to retain a residual interest in its issued CMOs.

Substantially all of the Company’s loans and mortgaged-backed securities (“MBS”)
are sold at prices that are determined based on the cash market for MBS. As
such, the Company’s interest-rate risk is directly correlated to the risk that
the price of MBS changes between the date on which a loan is purchased by the
Company and the date on which the mortgage loan is settled with the ultimate
investor. In addition, the Company is exposed to the risk that the value of the
loans that it has committed to purchase, but has not yet closed, will decline
between the commitment date and the date of the settlement with the investor.

In order to offset the risk that a change in interest rates will result in a
decrease in the value of the Company’s current mortgage loan inventory, or its
commitments to purchase mortgage loans (“Committed Pipeline”) the Company enters
into hedging transactions. The Company’s hedging policies generally require that
all of its inventory of loans and the expected portion of its Committed Pipeline
that may close be hedged with forward contracts for the delivery of MBS or whole
loans. The Company hedges its inventory and Committed Pipeline of mortgage loans
by using whole-loan sale commitments to ultimate buyers, by using temporary
“cross hedges” with sales of government sponsored MBS since such loans are
ultimately sold based on a market spread to MBS or by selling forward private
label MBS. As such, the Company is not exposed to significant risk nor will it
derive any benefit from changes in interest rates on the price of the inventory
net of gains or losses of associated hedge positions. The correlation between
the price performance of the hedge instruments and the inventory being hedged is
generally high due to the similarity of the asset and the related hedge
instrument. The Company is exposed to interest-rate risk to the extent that the
portion of loans from the Committed Pipeline that actually closes at the committed price is less than the portion expected to
close in the event of a decline in rates and such decline in closings is not
covered by options to purchase MBS needed to replace the loans in process that
do not close at their committed price. The Company determines the portion of
its Committed Pipeline that it will hedge based on numerous factors, including
the composition of the Company’s Committed Pipeline, the portion of such
Committed Pipeline likely to close, the timing of such closings and anticipated
changes in interest rates.

Master Loan Servicing
———————

The Company acts as master servicer with respect to the mortgage loans it sells.
Master servicing includes collecting loan payments from seller/servicers of
loans and remitting loan payments, less master servicing fees and other fees,
to trustees. In addition, as master servicer, the Company monitors compliance
with its servicing guidelines and is required to perform, or to contract with a
third party to perform, all obligations not adequately performed by any
servicer.

In connection with REMIC issuances, the Company master services on a non-
recourse basis substantially all of the mortgage loans it purchases. Each series
of mortgage-backed securities is typically fully payable from the mortgage
assets underlying such series and the recourse of investors is limited to those
assets and any credit enhancement features, such as insurance. Generally, any
losses in excess of the credit enhancement obtained is borne by the security
holders. Except in the case of a breach of the standard representations and
warranties made by the Company when mortgage loans are securitized, the
securities are non-recourse to the Company. Typically, the Company has recourse
to the sellers of loans for any such breaches.

Master Loan Servicing
———————

The Company acts as master servicer with respect to the mortgage loans it sells.
Master servicing includes collecting loan payments from seller/servicers of
loans and remitting loan payments, less master servicing fees and other fees,
to trustees. In addition, as master servicer, the Company monitors compliance
with its servicing guidelines and is required to perform, or to contract with a
third party to perform, all obligations not adequately performed by any
servicer.

In connection with REMIC issuances, the Company master services on a non-
recourse basis substantially all of the mortgage loans it purchases. Each series
of mortgage-backed securities is typically fully payable from the mortgage
assets underlying such series and the recourse of investors is limited to those
assets and any credit enhancement features, such as insurance. Generally, any
losses in excess of the credit enhancement obtained is borne by the security
holders. Except in the case of a breach of the standard representations and
warranties made by the Company when mortgage loans are securitized, the
securities are non-recourse to the Company. Typically, the Company has recourse
to the sellers of loans for any such breaches.

Financing of Mortgage Conduit Operations
—————————————-

The Company’s principal financing needs are the financing of loan purchase
activities and the investment in excess master servicing rights. To meet these
needs, the Company currently relies on reverse-repurchase agreements
collateralized by mortgage loans held for sale and cash flow from operations.
In addition, in 1993 the Company has relied on proceeds from public offerings of
common stock. For further information on the material terms of the borrowings
utilized by the Company to finance its inventory of mortgage loans and mortgage-
backed securities, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations–Liquidity and Capital Resources.” The
Company continues to investigate and pursue alternative and supplementary
methods to finance its operations through the public and private capital
markets.

WAREHOUSE LENDING

As part of its new operating plan, the Company engages in warehouse lending
operations for small-and medium-size mortgage bankers. Warehouse lending
facilities typically provide short-term revolving financing to mortgage bankers
to finance mortgage loans during the time from the closing of the loan until its
settlement with an investor. The Company’s warehouse lending program offers
warehouse lending facilities up to a maximum aggregate amount of $20 million to
mortgage bankers who have a minimum audited net worth of $300,000 subject to a
maximum debt-to-adjusted-net-worth ratio of 20 to 1. The specific terms of any
warehouse line of credit, including the amount, are determined based upon the
financial strength, historical performance and other qualifications of the
mortgage banker. All such lines of credit are subject to the prior approval of
a credit committee comprised of senior officers and directors of the Company.
The Company finances this program through a combination of reverse repurchase
agreements and equity. The Company has a committed one-year reverse repurchase
agreement facility with an investment bank in an aggregate amount of up to $100
million for this warehouse lending program.

As a warehouse lender the Company is a secured creditor of the mortgage bankers
to which it extends credit and is subject to the risks inherent in that status,
including the risks of borrower default and bankruptcy.

In contrast to the Company’s new mortgage conduit and warehouse lending
operations, which establish the Company as a niche mortgage banker and lender to
mortgage companies, the Company historically has been a long-term investor in
single-family, first-lien, residential mortgage loans and in mortgage securities
representing interests in such loans.

In 1987, the Company
began to invest in Agency Securities representing undivided interests in pools
of adjustable-rate mortgages (“Agency ARMs”) purchased through various broker-
dealers and financed primarily through reverse repurchase agreements. During
1992, the Company sold substantially all of its portfolio of Agency ARMs,
resulting in a gain of approximately $9.0 million and the remainder of such
portfolio was sold during the first quarter of 1993 at its approximate carrying
value. At December 31, 1993, the Company’s assets included approximately $402.5
million of fixed-rate jumbo mortgage loans and Agency Securities which were
pledged to secure outstanding CMOs issued by the Company’s subsidiaries.

During 1993, long-term interest rates, including mortgage rates, fell to their
lowest levels in over twenty years. The collateral for CMOs experienced
substantial prepayments, resulting in significantly decreased net earnings and,
as mortgage loan premiums, original issue discount and bond issuance costs were
required to be amortized, losses on the portfolio. If prepayments continue at
high levels, the performance of this CMO portfolio will continue to be adversely
impacted. Regardless of the level of interest rates or prepayments, the Company
anticipates no significant earnings from this CMO portfolio. Any continued
negative performance of this CMO portfolio will continue to adversely impact the
earnings of the Company to the extent of its investment in such portfolio.

EXHIBIT 10.52 MASTER REPURCHASE AGREEMENT BETWEEN
Merrill Lynch Mortgage Capital Inc. &
Countywide Mortgage Investments, Inc. 8/16/1993
Applicability Annex I (continued)
To the extent that these Supplemental Terms
conflict with the terms of the Master Repurchase Agreement, these
Supplemental Terms shall control.
Capitalized terms not otherwise defined have the meanings set forth in Master Repurchase Agreement.

Dated as of October 1, 1993

From time to time the parties hereto may enter into transactions in which one
party (“Seller) agrees to transfer to the other (“Buyer”) securities or
financial instruments (“Securities”) against the transfer of funds by Buyer,
with a simultaneous agreement by Buyer to transfer to Seller such Securities at
a date certain or on demand, against the transfer of funds by Seller. Each such
transaction shall be referred to herein as a “Transaction” and shall be governed
by this Agreement, including any supplemental terms or conditions contained in
Annex I hereto, unless otherwise agreed in writing.——————————-

As: Signatory (Director, Officer, Attorney, Accountant, Banker, Agent, etc.)
List All Filings as Signatory

Search Recent Filings (as Signatory) for “Angelo R. Mozilo”

“Angelo R. Mozilo” – President
a.k.a. “Angelo R.Mozilo”
Latest Filing: 7/3/08 as Registrant

“Angelo R. Mozilo” has been a Signatory for/with the following 16 Registrants:
• Countrywide Capital I
• Countrywide Capital II
• Countrywide Capital III
• Countrywide Capital IV
• Countrywide Capital V
• Countrywide Capital VI
• Countrywide Financial Corp [ formerly Countrywide Credit Industries Inc ]
• Countrywide Home Loans Inc [ formerly Countrywide Funding Corp ]
• Home Depot Inc
• Indymac Bancorp Inc [ formerly Indymac Mortgage Holdings Inc ]
• Mozilo Angelo R
• Paracelsus Healthcare Corp
• Pic Investment Trust
• Touchstone Investment Trust [ formerly Countrywide Investment Trust ]
• Touchstone Strategic Trust [ formerly Countrywide Strategic Trust ]
• Touchstone Tax Free Trust [ formerly Countrywide Tax Free Trust ]

Angelo R. Mozilo” has/had a Signatory interest in the following 2 Registrants:
• Countrywide Financial Corp [ formerly Countrywide Credit Industries Inc ]
• Home Depot Inc

“Sandor E. Samuels” – Secretary
Latest Filing: 7/3/08 as Registrant
________________________________________
As: Registrant
• Samuels Sandor E
________________________________________
As: Signatory (Director, Officer, Attorney, Accountant, Banker, Agent, etc.)
List All Filings as Signatory

Search Recent Filings (as Signatory) for “Sandor E. Samuels”
“Sandor E. Samuels” has been a Signatory for/with the following 10 Registrants:
• Countrywide Capital III
• Countrywide Capital IV
• Countrywide Capital IX
• Countrywide Capital V
• Countrywide Capital VI
• Countrywide Capital VII
• Countrywide Capital VIII
• Countrywide Financial Corp [ formerly Countrywide Credit Industries Inc ]
• Countrywide Home Loans Inc [ formerly Countrywide Funding Corp ]
• Indymac Bancorp Inc [ formerly Indymac Mortgage Holdings Inc ]

“Sandor E. Samuels” has/had a Signatory interest in the following Registrant:
• Countrywide Financial Corp [ formerly Countrywide Credit Industries Inc ]

73 “Issuer” Relationships (where the security “Owner” is…)
Filing or “Owner”
First Filing Last Filing Relationship Filed By Filer or Reporting Owner

6/4/03 2/20/08 4 Abernathy S Blair
9/17/03 2/20/08 4 Adarkar Ashwin
9/16/03 3 Adarkar Ashwin
3/28/07 3/19/08 4 Arredondo Canise Marie
1/9/07 3 Arredondo Canise Marie
4/9/07 3 Banks James M
1/10/06 5/10/07 SC 13G BlackRock Institutional Trust Company/N/A [ formerly Barclays Global Investors NA/CA ]
3/17/04 3/19/08 4 Caldera Louis E
12/10/99 2/12/08 SC 13G Capital Group International Inc
2/12/99 4/10/08 SC 13G Capital Guardian Trust Co
2/12/07 2/13/08 SC 13G Capital Research & Management Co
2/12/99 2/1/01 SC 13G Citigroup Inc [ formerly Travelers Group Inc ]
8/20/07 7/22/08 SC 13G Classic Fund Management Aktiengesellschaft
5/5/04 8/4/05 4 Del Ponti John D
5/3/04 3 Del Ponti John D
9/17/03 3/17/04 4 Dupont Sherry M
9/16/03 3 Dupont Sherry M
3/27/07 2/20/08 4 Ebers Anthony L
1/9/07 3 Ebers Anthony L
9/3/04 3/19/08 4 Gabriel Stuart A
9/3/04 3 Gabriel Stuart A
6/16/03 3/19/08 4 Gramley Lyle
3/17/04 3/19/08 4 Grant Hugh M
1/25/07 3/19/08 4 Greene Gabrielle E
1/24/07 3 Greene Gabrielle E
3/17/04 3/19/08 4 Haden Patrick C
7/31/03 3/19/08 4 Hodel Terrance G
2/5/07 5 Hodel Terrance G
7/31/03 3 Hodel Terrance G
8/6/03 3 Holroyd Charles T
8/4/05 3/27/07 4 Hughes Terrence O
7/26/05 3 Hughes Terrence O
3/17/04 3/19/08 4 Hunt Robert L II
2/20/08 3/19/08 4 Hymel Patrick A
12/12/07 1/17/08 3 Hymel Patrick A
2/5/04 3/17/06 4 Jackson R Patterson [ formerly Jackson Robert P ]
1/29/04 3 Jackson R Patterson [ formerly Jackson Robert P ]
3/17/04 3/19/08 4 Kennard Lydia H
3/17/04 2/20/08 4 Keys A Scott
2/14/08 SC 13G LMM LLC/MD
3/27/07 4 Mahoney James R
5/31/06 3 Mahoney James R
3/26/07 2/20/08 4 Mathoda Rayman K
1/9/07 3 Mathoda Rayman K
3/17/04 4 Matsumoto Raymond D
3/5/04 3 Matsumoto Raymond D
3/17/06 3/19/08 4 Melbourne Ruthann K
1/31/06 3 Melbourne Ruthann K
3/27/07 2/20/08 4 Minier Michelle
1/9/07 3 Minier Michelle
11/7/03 3/17/04 4 Molvar Roger H
6/6/03 4 Nelson Mark C
2/3/00 SC 13G Neuberger Berman Inc
2/10/97 2/11/99 SC 13G Neuberger Berman LLC/Adv [ formerly Neuberger & Berman LLC/Adv ]
8/7/08 25-NSE New York Stock Exchange LLC
6/17/03 3/17/04 4 Nichols Grosvenor G
3/21/03 7/11/08 SC 13G NWQ Investment Management Co LLC [ formerly NWQ Investment Management Co/CA ]
3/17/04 2/20/08 4 Olinski John D
11/14/03 2/20/08 4 Perry Michael W
3/17/04 4 Potts Thomas H
1/18/08 1/30/08 SC 13D Ramat Securities Ltd
9/24/07 2/14/08 SC 13G Second Curve Capital LLC
6/3/03 5/19/08 4 Seymour John/Senator
3/17/06 2/20/08 4 Sillman Frank M
2/13/06 5 Sillman Frank M
8/3/05 8/25/05 3 Sillman Frank M
8/24/94 SC 13D Smith Thomas W [ formerly Thomas W Smith ]
3/17/04 3/17/06 4 Ukropina James R
2/14/05 2/14/07 SC 13G Wellington Management Co LLP [ formerly Wellington Management Co ]
3/26/04 8/8/06 4 Williams Charles A
7/26/05 3/19/08 4 Willison Bruce G
7/26/05 3 Willison Bruce G
6/4/03 3/19/08 4 Wohl Richard H

——————————————————————————–

No “Owner” Relationships (where the security “Issuer” is…)

——————————————————————————–

42 Affiliate Relationships (based upon SEC Files: Parents / Subs., Directors / Officers, et al.)
Last Filing Registrant

2/20/08 Abernathy S Blair
2/20/08 Adarkar Ashwin
3/19/08 Arredondo Canise Marie
4/9/07 Banks James M
3/11/11 Caldera Louis E
8/4/05 Del Ponti John D
3/17/04 Dupont Sherry M
2/20/08 Ebers Anthony L
1/14/11 Gabriel Stuart A
3/19/08 Gramley Lyle
3/2/11 Grant Hugh M
2/11/11 Greene Gabrielle E
3/2/11 Haden Patrick C
3/19/08 Hodel Terrance G
8/6/03 Holroyd Charles T
3/27/07 Hughes Terrence O
3/19/08 Hunt Robert L II
3/19/08 Hymel Patrick A
6/10/04 Indymac Capital Trust I
6/30/06 Indymac Capital Trust II
6/30/06 Indymac Capital Trust III
6/30/06 Indymac Capital Trust IV
3/17/06 Jackson R Patterson [ formerly Jackson Robert P ]
1/3/11 Kennard Lydia H
2/20/08 Keys A Scott
3/27/07 Mahoney James R
2/20/08 Mathoda Rayman K
3/17/04 Matsumoto Raymond D
3/19/08 Melbourne Ruthann K
2/20/08 Minier Michelle
3/17/04 Molvar Roger H
6/6/03 Nelson Mark C
3/17/04 Nichols Grosvenor G
2/20/08 Olinski John D
2/20/08 Perry Michael W
6/21/04 Potts Thomas H
5/19/08 Seymour John/Senator
2/20/08 Sillman Frank M
12/21/10 Ukropina James R
8/8/06 Williams Charles A
3/22/11 Willison Bruce G
3/19/08 Wohl Richard H

25 SEC Files (as “Issuer”)
First Filing Last Filing SEC File Act Filings

3/18/94 8/7/08 001-08972 ’34 10-K/A, 10-Q/A, DEFM14A, PRE 14A, NT 11-K, 8-A12B, 10-K405, 5, 3, 3/A, 4/A, 10-K, DEF 14A, 10-Q, 4, 11-K, 8-K, 25-NSE [ * ]
– 10-K405/A
8/24/94 7/22/08 005-38368 ’34 SC 13D, SC 13D/A, SC 13G, SC 13G/A [ * ]
6/30/06 5/2/08 333-135542 ’33 S-3ASR, 424B5, 424B3 [ * ]
9/6/07 333-145905 ’33 S-8
12/8/06 333-139201 ’33 S-8
9/28/06 333-137632 ’33 S-8
4/26/06 333-133551 ’33 S-8
7/30/04 333-117797 ’33 S-8
8/20/01 6/10/04 333-67964 ’33 S-3, S-3/A, POS AM, 424B2, 424B3, 424B5 [ * ]
7/30/02 333-97339 ’33 S-8
10/20/00 333-48332 ’33 S-8
1/28/99 333-71329 ’33 S-3, POS AM [ * ]
8/17/98 11/3/98 333-61625 ’33 424B3, S-3
6/3/98 333-55907 ’33 S-8
12/2/97 5/18/98 333-41329 ’33 S-3, POS AM
3/4/98 333-47297 ’33 S-3
10/3/97 333-37149 ’33 S-3
9/22/97 333-36085 ’33 S-8
1/17/97 333-19975 ’33 S-3
8/9/96 10/9/96 333-09887 ’33 S-3/A, S-3
7/26/96 333-08905 ’33 S-8
2/16/96 3/11/96 333-01009 ’33 S-3, S-3/A
6/9/95 8/1/95 033-60137 ’33 S-3, S-3/A
11/22/94 2/2/95 033-56547 ’33 S-3, S-3/A, 424B1
11/1/94 033-56267 ’33 S-8
________
* There were multiple parties involved in these filings.
———————————————————–

3.1 Certificate of Incorporation for CMI, as amended.

3.2* Bylaws of CMI as amended (incorporated by reference to Exhibit 4.2 to the
Company’s Form 10-Q, for the quarter ended June 30, 1993).

4.1* Indenture (the “Indenture”), dated as of December 1, 1985, between
Countrywide Mortgage Obligations, Inc. (“CMO, Inc.”) and Bankers Trust
Company, as Trustee (“BTC”) (incorporated by reference to Exhibit 4.1 to
CMO, Inc.’s Form 8-K filed with the SEC on January 24, 1986).

4.2* Series A Supplement, dated as of December 1, 1985, to the Indenture
(incorporated by reference to Exhibit 4.2 to CMO, Inc.’s Form 8-K filed
with the SEC on January 24, 1986).

4.3* Series B Supplement, dated as of February 1, 1986, to the Indenture
(incorporated by reference to Exhibit 4.1 to CMO, Inc.’s Form 8-K filed
with the SEC on March 31, 1986).

4.4* Series C Supplement, dated as of April 1, 1986, to the Indenture
(incorporated by reference to Exhibit 4.4 to CMO, Inc.’s Amendment No. 1
to S-11 Registration Statement (No. 33-3274) filed with the SEC on May
13, 1986).

4.5* Series D Supplement, dated as of May 1, 1986, to the Indenture
(incorporated by reference to Exhibit 4.5 to the Company’s S-11
Registration Statement (No. 33-6787) filed with the SEC on June 26,
1986).

4.6* Series E Supplement, dated as of June 1, 1986, to the Indenture
(incorporated by reference to Exhibit 4.6 to the Company’s Amendment No.
1 to S-11 Registration Statement (No. 33-6787) filed with the SEC on July
30, 1986).

4.7* Series F Supplement, dated as of August 1, 1986, to the Indenture
(incorporated by reference to Exhibit 4.1 to CMO, Inc.’s Form 8-K filed
with the SEC on August 14, 1986).

4.8* Series G Supplement, dated as of August 1, 1986, to the Indenture
(incorporated by reference to Exhibit 4.8 to CMO, Inc.’s S-11
Registration Statement (No.33-8705) filed with the SEC on September 12,
1986).

4.9* Series H Supplement, dated as of September 1, 1986, to the Indenture
(incorporated by reference to Exhibit 4.1 to CMO, Inc’s Form 8-K filed
with the SEC on October 7, 1986).

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4.10* Series I Supplement, dated as of October 1, 1986, to the Indenture
(incorporated by reference to Exhibit 4.11 to CMO, Inc.’s Amendment No. 1
to S-11 Registration Statement (No. 33-8705) filed with the SEC on
October 27, 1986).

4.11* Series J Supplement, dated as of October 15, 1986, to the Indenture
(incorporated by reference to Exhibit 4.1 to CMO, Inc.’s Form 8-K filed
with the SEC on November 12, 1986).

4.12* Series K Supplement, dated as of December 1, 1986, to the Indenture
(incorporated by reference to 4.1 to CMO, Inc.’s Form 8-K filed with the
SEC on March 16, 1987).

4.13* Series L Supplement, dated as of December 1, 1986, to the Indenture
(incorporated by reference to Exhibit 4.2 to CMO, Inc.’s Form 8-K filed
with the SEC on March 16, 1987).

4.14* Series M Supplement, dated as of January 1, 1987, to the Indenture
(incorporated by reference to Exhibit 4.3 to CMO, Inc.’s Form 8-K filed
with the SEC on March 16, 1987).

4.15* Indenture (the “SPNB Indenture”), dated as of December 1, 1986, between
CMO, Inc. and Security Pacific National Bank, as Trustee (“SPNB”)
(incorporated by reference to Exhibit 4.1 to CMO, Inc.’s Form 8-K filed
with the SEC on January 9, 1987).

4.16* Series W-1 Supplement, dated as of December 1, 1986, to the SPNB
Indenture (incorporated by reference to Exhibit 4.2 to CMO, Inc.’s
Form 8-K filed with the SEC on January 9, 1987).

4.17* Series N Supplement, dated as of February 1, 1987, to the SPNB Indenture
(incorporated by reference to Exhibit 4.1 to CMO, Inc.’s Form 8-K filed
with the SEC on March 16, 1987).

4.18* Indenture, dated as of February 1, 1987, between Countrywide Mortgage
Trust 1987-I (the “1987-I Trust”) and SPNB (incorporated by reference to
Exhibit 4.18 to the Company’s Form 10-K for the year ended December 31,
1986).

4.19* Indenture, dated as of June 1, 1987, between Countrywide Mortgage Trust
1987-II (the “1987-II Trust”) and SPNB (incorporated by reference to
Exhibit 4.19 to the Company’s Form 10-Q for the quarter ended June 30,
1987).

4.20* Indenture Supplement, dated as of September 1, 1987, among Countrywide
Mortgage Obligations III, Inc. (“CMO III, Inc.”), CMO, Inc. and BTC
(incorporated by reference to Exhibit 4.1 to CMO III, Inc.’s Form 8-K
filed with the SEC on October 9, 1987).

4.21* Indenture Supplement, dated as of September 1,1987, among CMO III, Inc.,
CMO, Inc. and SPNB (incorporated by reference to Exhibit 4.2 to CMO III,
Inc.’s. Form 8-K filed with the SEC on October 9, 1987).

4.22* Indenture dated as of November 20, 1990, between the Countrywide Cash
Flow Bond Trust (“CCFBT”) and BTC (incorporated by referenced to Exhibit
4.22 to the Company’s Form 10-K for the year ended December 31, 1990).

4.23* Indenture dated as of March 30, 1993 between Countrywide Mortgage Trust
1993-I (the “1993-I Trust”) and State Street Bank and Trust Company (the
“Bond Trustee”) (incorporated by reference to Exhibit 4.1 to the
Company’s 10-Q for the quarter ended March 31, 1993).

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4.24* Indenture dated as of April 14, 1993 between Countrywide Mortgage Trust
1993-II (the “1993-II Trust”) and the Bond Trustee (incorporated by
reference to Exhibit 4.2 to the Company’s 10-Q for the quarter ended
March 31, 1993).

10.1* 1993 Amended and Extended Management Agreement, dated as of May 15, 1993,
between CMI and Countrywide Asset Management Corporation (the “Manager”)
(incorporated by reference to Exhibit 10.1 to the Company’s Amendment No.
3 to S-3 Registration Statement (No.33-63034) filed with the SEC on July
16, 1993).

10.2* 1987 Amended and Restated Servicing Agreement, dated as of May 15, 1987,
between CMI and Countrywide Funding Corporation (“CFC”) (incorporated by
reference to Exhibit 10.2 to the Company’s Form 10-Q filed for the
quarter ended June 30, 1987).

10.3* 1993 Amended and Extended Loan Purchase and Administrative Services
Agreement, dated as of May 15, 1993, between CMI and CFC (incorporated by
reference to Exhibit 10.9 to the Company’s 10-Q for the quarter ended
June 30, 1993).

10.4* 1988 Amended and Restated Submanagement Agreement, dated as of May 15,
1988, between CFC and the Manager (incorporated by reference to Exhibit
10.4 to CMI’s Form 10-Q for the quarter ended March 31, 1988).

10.5* 1985 Stock Option Plan adopted August 26, 1985, as amended February 12,
1987 (incorporated by reference to Exhibit 10.6 to CMI’s Form 10-K for
the year ended December 31, 1986).

10.6* Form of Indemnity Agreement between CMI and CMI’s directors and officers
(incorporated by reference to Exhibit 10.5 to CMI’s Form 10-Q for the
quarter ended June 30, 1987).

10.7* Form of Guaranty of Indemnity Agreement made by Countrywide Credit
Industries, Inc. (“Countrywide Credit”) to CMI and CMI’s directors and
officers (incorporated by reference to Exhibit 10.6 to CMI’s Form 10-Q
for the quarter ended June 30, 1987).

10.9* Servicing Agreement, dated as of November 15, 1986, among CMO, Inc. SPNB
and CFC (incorporated by reference to Exhibit 10.1 to CMO, Inc.’s For

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