Common use of Compliance with REMIC Provisions Clause in Contracts

Compliance with REMIC Provisions. If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:

Compliance with REMIC Provisions. If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer The Trustee shall not neither knowingly nor intentionally take any action, cause the REMIC action or omit to take any action or in the performance of its duties hereunder that would cause any REMIC Pool to fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in that would cause the imposition of a tax upon on any REMIC Pool. The Trustee shall: (a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for each REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (including but not limited b) make an election, on behalf of each REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of the REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the Certificates (other than the Class R-I, Class R-II and Class P Certificates) in the case of REMIC III, the REMIC II Interests in the case of REMIC II, and the REMIC I Interests in the case of REMIC I; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If The Trustee shall at all times act in such a REMIC election has been made with respect manner in the performance of its duties hereunder as shall be necessary to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer shall not take any action, cause prevent the REMIC Pool from failing to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in and to prevent the imposition of a tax upon on the REMIC Pool. The Trustee shall: (including but not limited a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for the REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (b) make an election, on behalf of the REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 2.07 on the federal income tax return of the REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in the REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the Certificates; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of the REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. The Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of the Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer The Trustee shall not neither knowingly nor intentionally take any action, cause the REMIC action or omit to take any action or in the performance of its duties hereunder that would cause any REMIC Pool to fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in that would cause the imposition of a tax upon on any REMIC Pool. The Trustee shall: (a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for each REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (including but not limited b) make an election, on behalf of each REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of the REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the Certificates (other than the Class R-II Interests) in the case of REMIC I, and the REMIC II Interests in the case of REMIC II; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If Seller has received written notice from Purchaser or Purchaser’s Agent that a REMIC election has been made with respect to the arrangement under which the any Mortgage Loans and REO Properties Property are held, the Servicer Seller shall not take any action, cause the REMIC or omit to take any action or fail to take (or fail to cause to be taken) any action action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could would (i) endanger cause the termination of the status of the REMIC as a REMIC or REMIC, (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in Section 860G(d) of the Code), or (iii) cause any REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under Section 860G(a)(1) of the Code, unless the Servicer either (A) Seller has received an Opinion opinion of Counsel counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax, or (B) Purchaser or its assignee has directed or requested the contemplated action after being advised by Seller that such action might compromise the REMIC, in which case Seller shall not be responsible for obtaining such opinion of counsel. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], If Seller has received written notice from Purchaser or Purchaser’s Agent that a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) REMIC election has been made with respect to the calendar year immediately preceding arrangement under which REO Property is held, Seller shall use good faith efforts to dispose of such REO Property within three years or such other period as may be permitted under Section 860G(a)(8) of the date Code. Notwithstanding any other provision of this CertificateAgreement, as follows:Seller shall have no liability under this Agreement for not selling any REO Property within such three year period if, after Seller has made a good faith effort to dispose of the REO Property, the REO Property is unsalable for any reason, or if Purchaser withholds its consent to the disposition thereof. Seller shall in no event be obligated to purchase the REO Property.

Compliance with REMIC Provisions. If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer The Trustee shall not neither knowingly nor intentionally take any action, cause the REMIC action or omit to take any action or in the performance of its duties hereunder that would cause any REMIC Pool to fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in that would cause the imposition of a tax upon on any REMIC Pool. The Trustee shall: (a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for each REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (including but not limited b) make an election, on behalf of each REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of the REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the Certificates (other than the Class R-I and Class P Certificates) in the case of REMIC II and the REMIC I Interests in the case of REMIC I; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If The Trustee shall (a) pay on behalf of the Trust REMIC the amount of any federal income tax, including, without limitation, prohibited transaction taxes, taxes on net income from foreclosure property, and taxes on certain contributions to a REMIC election has been made with respect after the Closing Date, imposed on the Trust REMIC when and as the same shall be due and payable (but such obligation shall not prevent the Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding or depositing payment of such tax, if permitted by law, pending the outcome of such proceedings); and (b) within 30 days of the Closing Date, furnish or cause to be furnished to the arrangement under which Internal Revenue Service, on Form 8811 or as may otherwise be required by the Mortgage Loans and REO Properties are heldCode, the Servicer name, title and address of the person that Certificateholders may contact for tax information relating to their Certificates (and the Trustee shall act as the representative of the Trust REMIC for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in the manner required by the Code. The Trustee shall be entitled (a) to make demand upon the Holder of the Class R Certificate for payment of the amount of any taxes payable by the Class R Certificateholder pursuant to clause (a) of the preceding sentence, including interest and penalties, if applicable, and the Class R Certificateholder, by its acceptance of the Class R Certificate, agrees promptly to comply with such demand and (b) if, and to the extent the Holder of the Class R Certificate shall fail to comply with such demand and the Trustee is required to expend its own funds to pay any such taxes or such taxes are paid out of the Trust REMIC, the Trustee or the Trust REMIC shall be entitled to be reimbursed pursuant to Section 3.01, except, in the case of either (a) or (b), except that the Trustee shall not be entitled to reimbursement to the extent that such taxes are imposed as the result of the bad faith, willful misfeasance or negligence of the Trustee in the performance of its obligations hereunder. The Trustee (x) shall not knowingly or intentionally take any action, cause the REMIC or omit to take any action, if such action or omission may cause the Trust REMIC to fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or during any taxable year, (iiy) result in shall exercise reasonable care not to allow the imposition occurrence of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in Section 860G(d) of the Code) any Prohibited Transaction, unless the Servicer has received Trustee shall have provided an Opinion of Counsel (which opinion shall be at the expense of the party seeking to take Person proposing such actiontransaction) to the effect Trustee that the contemplated action will such occurrence would not endanger such REMIC status or (i) result in a gain, (ii) otherwise subject the imposition Trust REMIC to tax, or (iii) cause the Trust REMIC to fail to qualify as a REMIC and (z) shall exercise reasonable care not to allow the Trust REMIC to receive income from the performance of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], services or from assets not permitted under the REMIC Provisions to be held by a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:REMIC.

Compliance with REMIC Provisions. If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Properties Property, or any portion thereof, are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, be could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on “contributionscontribution” to a REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such actionactions) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (unless the “Servicer”), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) Mortgagor is in default with respect to the calendar year immediately preceding Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (i) be “significant” Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” under the REMIC Provisions. The Servicer shall dispose of any REO Property before the date of the third calendar year ending after the year of acquisition (unless it provides the Assignee with an opinion of counsel that holding the property for a longer period will not disqualify the REMIC). Prior to taking any action with respect to the Mortgage Loans which is not contemplated under the terms of this CertificateAgreement, the Servicer will obtain an Opinion of Counsel acceptable to the securitization trustee with respect to whether such action could result in the imposition of a tax upon the REMIC that holds the Mortgage Loans (including but not limited to the tax on prohibited transactions as follows:defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”), and the Servicer shall not take any such action or cause the Assignee to take any such action as to which it has been advised that an Adverse REMIC Event could occur.

Compliance with REMIC Provisions. If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Properties Property are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “"prohibited transactions” " as defined in Section 860F(a)(2) of the Code and the tax on “"contributions” " to a REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES Notwithstanding anything in this Agreement to the contrary, the Servicer (Attacheda) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”), hereby certify, pursuant shall not permit any modification with respect to Section 12 of that certain any Mortgage Loan Purchase that would change the Mortgage Interest Rate and Servicing Agreement, dated as of March 1, 2004 (b) shall not (unless the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) Mortgagor is in default with respect to the calendar year immediately preceding Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. The Servicer shall not permit the creation of this Certificateany "interests" (within the meaning of Section 860G of the Code) in any REMIC. The Servicer shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. EXHIBIT 6 FORM OF MONTHLY DATA EXHIBIT 7 SERVICING TRANSFER INSTRUCTIONS EXHIBIT 8 FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT This Assignment, Assumption and Recognition Agreement (the "Agreement") is made and entered into as of [___________], 200[_] (the "Closing Date"), among [___________________], a [__________] corporation, having an address at [___________________] (the "Assignor"), [_____________________________], a [___________________] corporation, having an address at [_________________________________] (the "Assignee"), and [__________________], a [___________] corporation, having an address at [_________________] (the "Servicer"). Any capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Purchase Agreement (as defined below). In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Compliance with REMIC Provisions. If The Trustee shall at all times act in such a manner in the performance of its duties hereunder as shall be necessary to prevent any REMIC election has been made with respect Pool from failing to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in and to prevent the imposition of a tax upon on the REMIC Pool. The Trustee shall: (including but not limited a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for the REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (b) make an election, on behalf of each REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of each REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the REMIC III Certificates in the case of the REMIC III Pool, the REMIC II Interests in the case of the REMIC II Pool, the REMIC IF Interests in the case of the REMIC IF Pool, the REMIC IA Interests in the case of the REMIC IA Pool; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional 98 104 information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If The Trustee shall at all times act in 113 119 such a manner in the performance of its duties hereunder as shall be necessary to prevent any REMIC election has been made with respect Pool from failing to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in and to prevent the imposition of a tax upon on the REMIC Pool. The Trustee shall: (including but not limited a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for the REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (b) make an election, on behalf of each REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of each REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the REMIC III Certificates in the case of the REMIC III Pool, the REMIC II Interests in the case of the REMIC II Pool or the REMIC I Interests in the case of the REMIC I Pool; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If The Trustee shall at all times act in such a manner in the performance of its duties hereunder as shall be necessary to prevent any REMIC election has been made with respect Pool from failing to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in and to prevent the imposition of a tax upon on the REMIC Pool. The Trustee shall: (including but not limited a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for the REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (b) make an election, on behalf of each REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of each REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to 97 them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the REMIC III Certificates in the case of the REMIC III Pool, the REMIC II Interests in the case of the REMIC II Pool, the REMIC IF Interests in the case of the REMIC IF Pool, the REMIC IA Interests in the case of the REMIC IA Pool; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If The Trustee shall at all times act in such a manner in the performance of its duties hereunder as shall be necessary to prevent any REMIC election has been made with respect Pool from failing to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in and to prevent the imposition of a tax upon on the REMIC Pool. The Trustee shall: (including but not limited a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for the REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (b) make an election, on behalf of each REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of each REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the REMIC III Certificates in the case of the REMIC III Pool, the REMIC II Interests in the case of the REMIC II Pool or the REMIC I Interests in the case of the REMIC I Pool; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If The Trustee shall at all times act in such a manner in the performance of its duties hereunder as shall be necessary to prevent any REMIC election has been made with respect Pool from failing to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in and to prevent the imposition of a tax upon on any REMIC Pool. The Trustee shall: (a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for each REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (including but not limited b) make an election, on behalf of each REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of the REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the Certificates (other than the Class R-I and Class P Certificates) in the case of REMIC II and the REMIC I Interests in the case of REMIC I; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If The Trustee shall at all times act in such a manner in the performance of its duties hereunder as shall be necessary to prevent any REMIC election has been made with respect Pool from failing to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in and to prevent the imposition of a tax upon on any REMIC Pool. The Trustee shall: (a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for each REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (including but not limited b) make an election, on behalf of each REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of the REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the Certificates (other than the Class R-I Certificates) in the case of REMIC II and the REMIC I Interests in the case of REMIC I; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If The Trustee shall at all times act in such a manner in the performance of its duties hereunder as shall be necessary to prevent any REMIC election has been made with respect Pool from failing to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in and to prevent the imposition of a tax upon on the REMIC Pool. The Trustee shall: (including but not limited a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for the REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (b) make an election, on behalf of each REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of each REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the REMIC III Certificates in the case of the REMIC III Pool, the REMIC II Interests in the case of the REMIC II Pool or the REMIC I Interests in the case of the REMIC I Pool; and (e) within [30] days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If Seller has received written notice from Purchaser (or the Purchaser's designee) that a REMIC election or elections has been made with respect to the arrangement under which the any Mortgage Loans and REO Properties Property are held, the Servicer Seller shall not take any action, cause the REMIC or omit to take any action or fail to take (or fail to cause to be taken) any action action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could would (i) endanger cause the termination of the status of the any REMIC as a REMIC or REMIC, (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “"prohibited transactions” " as defined in Section 860F(a)(2) of the Code and the tax on “"contributions” " to a REMIC set forth in Section 860G(d) of the Code), or (iii) cause any REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is subject to taxation under Section 860G(a)(1) of the Code, unless the Servicer either (A) Seller has received an Opinion opinion of Counsel counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax, or (B) Purchaser or its assignee has directed or requested the contemplated action after being advised by Seller that such action might compromise any REMIC, in which case Seller shall not be responsible for obtaining such opinion of counsel. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], If a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) REMIC election is made with respect to the calendar year immediately preceding arrangement under which REO Property is held, Seller shall dispose of such REO Property within three years or such other period as may be permitted under Section 860G(a)(8) of the date Code. Notwithstanding any other provision of this CertificateAgreement, as follows:if Seller has made a good faith effort to dispose of the REO Property by sale, it shall have no liability under this Agreement for not selling any REO Property within such three year period. If, after Seller has made a good faith effort to dispose of the REO Property by sale and the REO Property is unsalable for any reason, or if Purchaser withholds its consent to the sale thereof, Seller shall transfer the REO Property to Purchaser or an affiliate of Purchaser by delivery of a deed to that effect to Purchaser or an affiliate of Purchaser prior to the expiration of the applicable three year period. Seller shall in no event be obligated to purchase the REO Property.

Compliance with REMIC Provisions. If Seller has received written notice from Purchaser (or the Purchaser’s designee) that a REMIC election has been made with respect to the arrangement under which the any Mortgage Loans and REO Properties Property are held, the Servicer Seller shall not take any action, cause the REMIC or omit to take any action or fail to take (or fail to cause to be taken) any action action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could would (i) endanger cause the termination of the status of the REMIC as a REMIC or REMIC, (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in Section 860G(d) of the Code), or (iii) cause any REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860(G)(a)(8) of the Code or result in the receipt by the REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under Section 860G(a)(1) of the Code unless the Master Servicer has received an Opinion independent opinion of Counsel federal income tax counsel reasonably acceptable to the Master Servicer (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such taxtax outlined above. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], If a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) REMIC election is made with respect to the arrangement under which REO Property is held, Seller shall use good faith efforts to dispose of such REO Property within three years or such other period as may be permitted under Section 860G(a)(8) of the Code or granted by the Internal Revenue Service. Notwithstanding any other provision of this Agreement, Seller shall have no liability under this Agreement for not selling any REO Property within such three year period if, after Seller has made a good faith effort to dispose of the REO Property, the REO Property is unsalable for any reason, of if Purchaser withholds its consent to the disposition thereof, Seller shall in no event by obligated to purchase the REO Property. Section 11A.02(d) of the Agreement is hereby amended by deleting the reference to “so requested by the Purchaser and” in the first sentence thereof. Section 11A.03 of the Agreement is hereby amended by replacing the references to “the Purchaser or its designee” and “the Purchaser” with “the Master Servicer.” Sections 11A.04(a) and (b) of the Agreement are hereby amended by replacing the references to “the Purchaser or its designee” and “ the Purchaser” with “the Master Servicer.” Section 11A.04(a)(i) of the Agreement is hereby amended by deleting the reference to “in the form annexed hereto as Exhibit 7.” Section 11A.04(c) of the Agreement is hereby amended by deleting such Section in its entirety and replacing it with a new Section 11A.04(c) as follows: For so long as any of the Mortgage Loans are being serviced by Seller as part of a Securitization Transaction and a certificate with respect to servicing is required to be furnished by the Master Servicer on behalf of the Purchaser under the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Act”), and any rules and regulations promulgated thereunder, an authorized officer of the Company, on or before March 1st of each year, shall execute and deliver, and shall cause each Subservicer and Subcontractor engaged by the Servicer to perform any of the servicing criteria identified on Exhibit 5 hereto with respect to the Specified Mortgage Loans to provide, an officer’s backup certificate to the Master Servicer for the previous calendar year immediately preceding in the form set forth in Exhibit 4 hereto; provided, however, that, on or before January 2nd of each year, except for the first year after the date of the Securitization Transaction, the Master Servicer shall have given the Company a written notification that a certificate with respect to servicing for the previous calendar year is required under the Act to be furnished that year by the Master Servicer. Should the need for any of the certificates, reports, or other items of this CertificateSection 11A.04(c) required of Purchaser or the Master Servicer for compliance with the Exchange Act be reduced or eliminated by termination or suspension of the duty of Purchaser or the Master Servicer to file reports under the Exchange Act or by act of the U.S. Congress, government regulation, published Commission staff statement or otherwise, then the requirements of the Seller under this Section 11A.04(c) shall be reduced accordingly. The Master Servicer shall promptly notify Seller in writing of any termination of registration or any suspension of the duty to file reports under the Exchange Act, including the filing of a Form 15 under sections 12(g) or 13 and 15(d) thereof. Section 11A.05 of the Agreement is hereby amended by replacing the references to “the Purchaser” and “Purchaser (or any designee of Purchaser, such as a master servicer),” but not the references to “Purchaser’s Securitization Transaction,” with “the Master Servicer.” Section 11A.05(b) of the Agreement is hereby amended by inserting “and any other certification” after the reference to “assessment of compliance and attestation” in the last sentence therein. Except for the last sentence of subsection (h)(ii) thereof, Section 11A.06 of the Agreement is hereby amended by replacing the references to “Purchaser” and “Purchaser or Purchaser’s Agent” with “the Master Servicer.” The last sentence of Section 11A.06(h)(ii) shall be amended to read as follows:: Neither the Purchaser nor the Master Servicer shall be entitled to terminate the rights and obligations of the Seller pursuant to this subparagraph (h)(ii) if a failure of the Seller to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Specified Mortgage Loans. Sections 11A.06(e) and (f) of the Agreement are hereby amended by deleting the references to “(a)” after the references to “11A.05” therein. Exhibit 5 of the Agreement is hereby amended by deleting the reference to “if in trans. docs.” regarding the reference to Item 1122(d)(iii). Exhibit 7 of the Agreement is hereby amended by deleting such Exhibit in its entirety (including Exhibits A and B thereto).

Compliance with REMIC Provisions. If The Trustee shall at all times act in such a manner in the performance of its duties hereunder as shall be necessary to prevent any REMIC election has been made with respect Pool from failing to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in and to prevent the imposition of a tax upon on the REMIC Pool. The Trustee shall: (including but not limited a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for the REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (b) make an election, on behalf of each 114 120 REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of each REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the REMIC IV Interests in the case of the REMIC IV Pool, the REMIC III Interests in the case of the REMIC III Pool, the REMIC II Interests in the case of the REMIC II Pool or the REMIC I Interests in the case of the REMIC I Pool; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) Exhibit 10-1 EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXXSXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:

Compliance with REMIC Provisions. If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer The Trustee shall not neither knowingly nor intentionally take any action, cause the REMIC action or omit to take any action or in the performance of its duties hereunder that would cause any REMIC Pool to fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in that would cause the imposition of a tax upon on any REMIC Pool. The Trustee shall: (a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for each REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (including but not limited b) make an election, on behalf of each REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of the REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any “interests” in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the Certificates (other than the Class R-I Interests, Class R-II Interests, Class R-III Interests and Class P Certificates) in the case of REMIC III, the REMIC II Interests in the case of REMIC II, and the REMIC I Interests in the case of REMIC I; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as “tax matters person” for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F–4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If The Trustee shall at all times act in such a manner in the performance of its duties hereunder as shall be necessary to prevent any 107 113 REMIC election has been made with respect Pool from failing to the arrangement under which the Mortgage Loans and REO Properties are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC qualify as a REMIC or (ii) result in and to prevent the imposition of a tax upon on any REMIC Pool. The Trustee shall: (a) prepare and file, or cause to be prepared and filed, such federal, state and local income tax and information returns or reports using the calendar year as the taxable year for each REMIC Pool when and as required by the REMIC Provisions and other applicable federal, state and local income tax laws, which returns or reports shall be signed by the Trustee or such other person as may be required thereby; (including but not limited b) make an election, on behalf of each REMIC Pool, to be treated as a REMIC and make the appropriate designations, if applicable, in accordance with Section 9.16 on the federal income tax return of the REMIC Pool for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the Code; (d) exercise reasonable care not to allow the creation of any "interests" in any REMIC Pool within the meaning of Code Section 860D(a)(2) other than the interests represented by the Certificates (other than the Class R-I Certificates) in the case of REMIC II and the REMIC I Certificates in the case of REMIC I; and (e) within 30 days of the Startup Day, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as may otherwise be required by the Code, the name, title, address, and telephone number of the person that Certificateholders may contact for tax on “prohibited transactions” information relating to their Certificates (and the Trustee shall act as defined the representative of each REMIC Pool for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time and in Section 860F(a)(2) of the manner required by the Code. Each Class R Certificateholder shall designate the Servicer, if permitted by the Code and applicable law, to act as "tax matters person" for the related REMIC Pool within the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is hereby designated as agent of each Class R Certificateholder for such purpose (or if the Servicer is not so permitted, the Holder of the related Class R Certificate shall be the tax on “contributions” to a matters person in accordance with the REMIC set forth in Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES (Attached) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”Provisions), hereby certify, pursuant to Section 12 of that certain Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) with respect to the calendar year immediately preceding the date of this Certificate, as follows:.

Compliance with REMIC Provisions. If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Properties Property are held, the Master Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “"prohibited transactions” " as defined in Section 860F(a)(2) of the Code and the tax on “"contributions” " to a REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax. EXHIBIT 10 SELLER’S UNDERWRITING GUIDELINES Notwithstanding anything in this Agreement to the contrary, the Master Servicer (Attacheda) EXHIBIT 11 FORM OF ANNUAL CERTIFICATION I, [NAME OF CERTIFYING INDIVIDUAL], a duly elected and acting officer of Countrywide Home Loans Servicing, LP (the “Servicer”), hereby certify, pursuant shall not permit any modification with respect to Section 12 of that certain any Mortgage Loan Purchase that would change the Mortgage Interest Rate and Servicing Agreement, dated as of March 1, 2004 (b) shall not (unless the “Agreement”), by and among DLJ Mortgage Capital, Inc. (the “Purchaser”), Countrywide Home Loans, Inc. and the Servicer, to [ENTITY EXECUTING THE CERTIFICATION REQUIRED PURSUANT TO SECTION 3.02 OF THE XXXXXXXX-XXXXX ACT OF 2002] (the “Beneficiary”) Mortgagor is in default with respect to the calendar year immediately preceding Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. The Seller shall not permit the creation of this Certificate, any "interests" (within the meaning of Section 860G of the Code) in any REMIC. The Seller shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as follows:defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.